STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-2
TERMS AGREEMENT
---------------
Dated: October 28, 1997
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of October 1, 1997 (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 1997-2.
------------------
Terms of the Series 1997-2 Certificates: Structured Asset Securities
---------------------------------------
Corporation, Series 1997-2 Mortgage Pass-Through Certificates, Class 1-A,
Class 2-A1, Class, 2-A2, Class 2-A3, Class, 2-A4, Class 2-AP, Class 2-AX,
Class B1, Class B2, Class B3, Class B4, Class B5, Class B6 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 three pools of adjustable rate, conventional, first
lien residential mortgage loans (the "Mortgage Loans"). Only the Class 1-A,
Class 2-A1, Class, 2-A2, Class 2-A3, Class 2-A4, Class 2-AP, Class 2-AX and
Class R Certificates (collectively, the "Senior Certificates") and the Class
B1, Class B2 and Class B3 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 Senior Certificates, other than the Class 2-AP and Class 2-AX
Certificates, be rated "AAA" by Fitch Investors Service, L.P. ("Fitch") and
Standard & Poor's Rating Services, a division of The XxXxxx-Xxxx Companies,
Inc. ("S&P"); that the Class 2-AP and Class 2-AX Certificates be rated "AAA"
by Fitch and "AAAr" by S&P; that the Class B1 Certificates be rated "AA" or
higher by Fitch; that the Class B2 Certificates be rated "A" or higher by
Fitch; and that the Class B3 Certificates be rated "BBB" or higher by Fitch.
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: October 1, 1997.
------------
Closing Date: 10:00 A.M., New York time, on or about October 30, 1997. 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:
-----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By:
-----------------------------------------------
Name: Xxx Xxxxx
Title: Vice President
Schedule 1
----------
Initial
Certificate Certificate Purchase
Principal Interest Price
Class Amount(1) Rate Percentage
Class 1-A $23,553,000 (2) 99.861%
Class 2-A1 79,000,000 7.25% 99.645
Class 2-A2 7,325,000 7.25% 98.550
Class 2-A3 4,000,000 7.25% 97.640
Class 2-A4 13,000,000 7.25% 99.630
Class 2-AP 1,543,400 (2) 54.308
Class 2-AX (3) 8.00% 22.703
Class B1 11,734,000 (2) 99.368
Class B2 3,611,000 (2) 98.041
Class B3 1,805,000 (2) 96.637
Class R 100 7.25% 98.735
________________________________
(1) Approximate.
(2) Interest will accrue on the Class 1-A, Class 2-AP, Class B1, Class B2
and Class B3 Certificates at the applicable per annum rate described in
the Prospectus Supplement.
(3) The Class 2-AX Certificates will have no Certificate Principal Amount
and will be interest-only Certificates, as described in the Prospectus
Supplement.
