STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-1
TERMS AGREEMENT
Dated: February 3, 1998
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of January 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 1998-1.
Terms of the Series 1998-1 Certificates: Structured Asset Securities
Corporation, Series 1998-1 Mortgage Pass-Through Certificates, Class A1,
Class A2, Class B1, Class B2, Class B3, Class B4, Class R1 and Class R2 (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 A1 and
Class A2 Certificates (collectively, the "Senior Certificates") and the Class
R1 and Class R2 Certificates (together with the Senior Certificates, the
"Offered Certificates") are being sold pursuant to the terms hereof.
Registration Statement: File Number 33-99598.
Certificate Ratings: It is a condition of Closing that at the Closing Date
the Class A1, Class R1 and Class R2 Certificates that they be rated "AAA" by
Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc. ("S&P") and "Aaa" by Xxxxx'x Investors Service, Inc. ("Xxxxx'x" and
together with S&P, the "Rating Agencies"); that the Class A2 Certificates be
rated "AAAr" by S&P and "Aaa" by Xxxxx'x; that the Class B1 Certificates be
rated "BBB-" or higher by S&P and "Baa2" by Moody's; that the Class B2
Certificates be rated "BB" or higher by S&P; and that the Class B3
Certificates be rated "B" or higher by 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: January 1, 1998.
Closing Date: 10:00 A.M., New York time, on or about February 5, 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 Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Managing Director
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Vice President
Schedule 1
Initial
Certificate Certificate Purchase
Principal Interest Price
Class Amount(1)
Rate Percentage
Class A1 $340,043,000.00 (2) 100.226%
Class A2 (3) (4) 3.000
Class R1 100.00 (5) 100.000
Class R2 100.00 (5) 100.000
________________________________
(1) Approximate.
(2) Interest will accrue on the Class A1 Certificates at the applicable per
annum rate described in the Prospectus Supplement.
(3) The Class A2 Certificates will have no Certificate Principal Amount and
will be interest-only Certificates, as described in the Prospectus
Supplement.
(4) Interest will accrue on the Class A2 Certificates at the applicable per
annum rate described in the Prospectus Supplement.
(5) Interest will accrue on the Class R1 and Class R2 Certificates at the
applicable per annum rate described in the Prospectus Supplement.
