BEAR XXXXXXX MORTGAGE SECURITIES INC.
Mortgage Pass-Through Certificates
TERMS AGREEMENT
Dated: as of April 27, 1998
To: BEAR XXXXXXX MORTGAGE SECURITIES INC.
Re: Underwriting Agreement dated June 25, 1996
Underwriter: Bear, Xxxxxxx & Co. Inc.
Series Designation: Series 1998-5
Class Designation Schedule of the Certificates: Class A-1, Class A-2, Class A-3,
Class A-4, Class B-1, Class B-2, Class B-3, Class R-1, Class R-2, and Class R-3
Certificates (the "Certificates")
TERMS OF THE CERTIFICATES TO BE PURCHASED BY THE UNDERWRITER:
CLASS ORIGINAL PRINCIPAL AMOUNT INTEREST RATE
----- ------------------------- ---------------
A-1 $ 14,325,000 (1)
A-2 $ 71,625,700 (1)
A-3 $ 42,382,750 (1)
A-4 $ 9,865,250 (1)
B-1 $ 699,700 (1)
B-2 $ 349,900 (1)
B-3 $ 279,900 (1)
R-1 $ 50 (1)
R-2 $ 25 (1)
R-3 $ 25 (1)
---------------
(1) The Certificates will bear interest at a variable rate equal to the weighted
average of the Net Rates of the Mortgage Loans.
The original principal amount of one or more Classes of Certificates may be
increased or decreased by BSMSI by up to 10%, depending upon the Mortgage Loans
actually acquired by BSMSI and delivered to the Trustee. In addition, the
original principal amount of any Class of Certificates may be adjusted, as
necessary, to obtain the required ratings on the Certificates from the Rating
Agencies. Accordingly, any investor's commitments with respect to the
Certificates may be correspondingly decreased or increased.
The Certificates purchased by the Underwriter will be offered from time to time
by the Underwriter in negotiated transactions at varying prices to be determined
at the time of sale.
DEFINED TERMS: Terms not otherwise defined herein shall have the meanings given
to such terms in the Pooling and Servicing Agreement dated as of April 1, 1998,
among Bear Xxxxxxx Mortgage Securities Inc., as seller, and Norwest Bank
Minnesota, National Association, as trustee.
FORM OF CERTIFICATES BEING PURCHASED BY THE UNDERWRITER: Book Entry except for
the Class R-1, Class R-2 and Class R-3 Certificates which will be in
certificated, fully registered form.
DISTRIBUTION DATES: The 25th day of each month or, if such 25th day is not a
Business Day, the next succeeding Business Day commencing in May, 1998.
CERTIFICATE RATING FOR THE CERTIFICATES BEING PURCHASED BY THE UNDERWRITERS:
RATING
------
CLASS S & P DCR
----- ---- ---
A-1 AAA AAA
A-2 AAA AAA
A-3 AAA AAA
A-4 AAA AAA
B-1 - AA
B-2 - A
B-3 - BBB
R-1 AAA AAA
R-2 AAA AAA
R-3 AAA AAA
MORTGAGE ASSETS: The Mortgage Loans to be included in the Trust Fund are as
described in Annex A hereto.
PURCHASE PRICE: The aggregate purchase price payable by the Underwriter for the
Certificates covered by this Agreement will be $139,086,186.61 (plus $732,159.25
in accrued interest).
CREDIT ENHANCEMENT: None, other than the subordination described in the related
Prospectus Supplement.
CLOSING DATE: April 30, 1998, 9:00 a.m., New York time.
The undersigned, as the Underwriter, agrees, subject to the terms and provisions
of the above- referenced Underwriting Agreement, which is incorporated herein in
its entirety and made a part hereof, to purchase the respective principal
amounts of the Classes of the above-referenced Series of Certificates as set
forth herein.
BEAR, XXXXXXX & CO. INC.
By: /s/ XXXXXX XXXXXX
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
Accepted:
BEAR XXXXXXX MORTGAGE SECURITIES INC.
By: /s/ XXXX XXXXXXXX
Name: Xxxx Xxxxxxxx
Title: Vice President
ANNEX A
Mortgage Loan Schedule
SEE EXHIBIT B OF THE POOLING AND SERVICING AGREEMENT
