STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-5
TERMS AGREEMENT
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Dated: December 23, 1996
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of December 1, 1996 (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 1996-5.
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Terms of the Series 1996-5 Certificates: Structured Asset Securities
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Corporation, Series 1996-5 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, all of the beneficial
ownership interest in a trust fund (the "Trust Fund"). The primary assets of
the Trust Fund consist of a pool of adjustable rate, fully amortizing,
conventional and FHA/VA, first lien residential mortgage loans (the "Mortgage
Loans"). Only the Class A1, Class A2, Class R1 and Class R2 Certificates
(collectively, the "Offered Certificates") are being sold pursuant to the
terms hereof.
Registration Statement: File Number 33-99598.
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Certificate Ratings: It is a condition of Closing that at the Closing Date
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the Class A1, Class R1 and Class R2 Certificates be rated "AAA" by Standard &
Poor's Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. ("S&P")
and "Aaa" by Xxxxx'x Investors Service ("Xxxxx'x"), and that the Class A2
Certificates be rated "AAAr" by S&P and "Aaa" by Moody's.
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 December 25, 1996 in the case of the Class A1 and
Class A2 Certificates, and the Cut-off Date, in the case of the Class R1 and
Class R2 Certificates, 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: December 1, 1996
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Closing Date: 10:00 A.M., New York time, on or about December 27, 1996. On
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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/ Xxxx Xxxx Xxxxxx
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Name: Xxxx Xxxx Xxxxxx
Title: Vice President
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Senior Vice President
Schedule 1 (1)
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Initial
Certificate Certificate Purchase
Principal Interest Price
Class Amount(1) Rate Percentage
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Class A1 $166,8869,000.00 (2) 100.125%
Class A2 (3) (2) 0.250%
Class R1 100.00 (2) 100.000%
Class R2 100.00 (2) 100.000%
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(1) Capitalized terms used herein but not otherwise defined shall have the
meanings assigned to them in the Prospectus, dated May 21, 1996, as
supplemented by the Prospectus Supplement, dated December 23, 1996.
(2) Interest will accrue on the Offered 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 accrue interest on a Notional Amount equal, as to any Distribution
Date, to the Class Certificate Principal Amount of the Class A1
Certificates for such date.