EXECUTION
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-3
TERMS AGREEMENT
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Dated: March 26, 1998
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of March 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 1998-3.
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Terms of the Series 1998-3 Certificates: Structured Asset Securities
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Corporation Series 1998-3 Mortgage Pass-Through Certificates, Class A-1,
Class A-2, Class M-1, Class M-2, Class B, Class X 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 will consist of fixed and adjustable rate, fully amortizing
and balloon, conventional, first lien residential mortgage loans (the
"Mortgage Loans"). Only the Class A-1, Class A-2, Class M-1, Class M-2 and
Class B Certificates (the "Offered Certificates") are being sold pursuant to
the terms hereof.
Registration Statement: File Number 333-47499
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Certificate Ratings: It is a condition to the issuance of the Class A
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Certificates that they be rated "AAA" by each of Fitch IBCA, Inc. ("Fitch")
and Standard & Poor's Rating Services, a division of The XxXxxx-Xxxx
Companies, Inc. ("S&P"). It is a condition to the issuance of the Class M-1
Certificates that they be rated "AA" by Fitch; it is a condition to the
issuance of the Class M-2 Certificates that they be rated "A" by Fitch; and
it is a condition to the issuance of the Class B Certificates that they be
rated "BBB" by Fitch.
Terms of Sale of Offered Certificates: The Depositor agrees to sell to
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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: March 1, 1998.
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Closing Date: 10:00 A.M., New York time, on or about March 30, 1998. On the
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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:
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Name:
Title:
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By:
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Name:
Title:
Schedule 1
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Initial
Certificate Certificate Purchase
Principal Interest Price
Class Amount(1) Rate Percentage
Class A $296,935,000 (2) 100%
Class A-2 296,934,000 (2) 100%
Class M-1 95,034,000 (2) 100%
Class M-2 50,032,000 (2) 100%
Class B 30,790,000 (2) 100%
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(1) Approximate.
(2) Interest will accrue on the Class A-1, Class A-2 Class M-1, Class M-2
and Class B, Certificates at the applicable per annum rate described in
the Prospectus Supplement.
