STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-5
TERMS AGREEMENT
Dated: April 30, 1998
To: Structured Asset Securities Corporation, as Depositor under the
Trust Agreement dated as of April 1, 1998 (the "Trust Agreement").
Re: Underwriting Agreement Standard Terms dated as of April 16, 1996
(the "Standard Terms," and together
with this Terms Agreement, the "Agreement").
Series Designation: Series 1998-5.
Terms of the Series 1998-5 Certificates: Structured Asset Securities
Corporation, Series 1998-5 Mortgage Pass-Through Certificates, Class A, Class
B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class R (the
"Certificates") will evidence, in the aggregate, the entire beneficial
ownership interest in a trust fund (the "Trust Fund"). The primary assets of
the Trust Fund consist of a pool of adjustable rate, conventional, first lien
residential mortgage loans (the "Mortgage Loans"). Only the Class A
Certificates and the Class B-1, Class B-2 and Class B-3 Certificates (together
with the Class A Certificates, the "Offered Certificates") are being sold
pursuant to the terms hereof.
Registration Statement: File Number 333-47499.
Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class A Certificates that they be rated "AAA" by each of Fitch IBCA, Inc.
("Fitch") and Standard & Poor's Ratings Services, a division of The
XxXxxx-Xxxx Companies, Inc. ("S&P"); that the Class B-1 Certificates be rated
"AA" by each of Fitch and S&P; that the Class B-2 Certificates be rated "A" by
each of Fitch and S&P; and that the Class B-3 Certificates be rated "BBB" by
each of Fitch and S&P.
Terms of Sale of Offered Certificates: The Depositor agrees to sell to Xxxxxx
Brothers Inc. (the "Underwriter") and the Underwriter agrees to purchase from
the Depositor, the Offered Certificates in the principal amounts and prices
set forth on Schedule 1 annexed hereto. The purchase price for the Offered
Certificates shall be the Purchase Price Percentage set forth in Schedule 1
plus accrued interest at the initial interest rate per annum from and
including the Cut-off Date up to, but not including, the Closing Date.
The Underwriter will offer the Offered Certificates to the public from time to
time in negotiated transactions or otherwise at varying prices to be
determined at the time of sale.
Cut-off Date: April 1, 1998.
Closing Date: 10:00 A.M., New York time, on or about April 30, 1998. On the
Closing Date, the Depositor will deliver the Offered Certificates to the
Underwriter against payment therefor for the account of the Underwriter.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
instrument along with all counterparts will become a binding agreement between
the Depositor and the Underwriter in accordance with its terms.
XXXXXX BROTHERS INC.
By: /s/ Xxxxxx X. Xxxxx
_____________________
Name: Xxxxxx X. Xxxxx
Title: Vice President
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Xxxxxxx Xxxxxxxxxx
________________________
Name: Xxxxxxx Xxxxxxxxxx
Title: Authorized Signatory
Schedule 1
Initial
Certificate Certificate Purchase
Principal Interest Price
Class Amount(1) Rate Percentage
Class A $209,528,000.00 (2) 101.53125%
Class B-1 2,165,000.00 (4) 101.00000%
Class B-2 1,624,000.00 (5) 100.00000%
Class B-3 1,082,000.00 (5) 95.00000%
-----------------------
(1) Approximate.
(2) Interest will accrue on each Class of Certificates at the applicable
per annum rate described in the Prospectus Supplement.
