Exhibit 1.1
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-4
TERMS AGREEMENT
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Dated: November 21, 1997
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of November 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 1997-4.
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Terms of the Series 1997-4 Certificates: Structured Asset Securities
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Corporation, Series 1997-4 Mortgage Pass-Through Certificates, Class 1-A1,
Class 1-A2, Class 1-AP, Class 1-AX, Class 2-A1, Class 2-A2, Class 2-A3, Class
2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class 2-A8, Class 2-A9, Class 2-AP,
Class 2-AX, Class 1-B1, Class 2-B1, Class B2, Class B3, Class B4, Class B5,
Class B6, 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 two pools of
adjustable rate, conventional, first lien residential mortgage loans (the
"Mortgage Loans"). Only the Class 1-A1, Class 1-A2, Class 1-AP, Class 1-AX,
Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class
2-A7, Class 2-A8, Class 2-A9, Class 2-AP, Class 2-AX, Class R1 and Class R2
Certificates (collectively, the "Senior Certificates") and the Class 1-B1,
Class 2-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.
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Certificate Ratings: It is a condition to the issuance of the Senior
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Certificates (other than the Class 1-AP, Class 1-AX, Class 2-A5, Class 2-AP
and Class 2-AX Certificates) that they be rated "AAA" by each of Duff &
Xxxxxx Credit Rating Co. ("DCR") 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 1-AP, Class 1-AX, Class 2-A5, Class 2-AP and Class 2-AX
Certificates that they be rated "AAA" by DCR and "AAAr" by S&P. It is a
condition to the issuance of the Class 1-B1 and Class 2-B1 Certificates that
they be rated "AA" by DCR and S&P; it is a condition to the issuance of the
Class B2 Certificates that they be rated "A" by DCR; it is a condition to the
issuance of the Class B3 Certificates that they be rated "BBB" by DCR.
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: November 1, 1997.
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Closing Date: 10:00 A.M., New York time, on or about November 25, 1997. 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/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Xxxx Xxxxxxxxxx
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Name: Xxxx Xxxxxxxxxx
Title: Vice President
Schedule 1
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Initial
Certificate Certificate Purchase
Principal Interest Price
Class Amount(1) Rate Percentage
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Class 1-A1 $56,794,000 6.75% 100.453130%
Class 1-A2 18,000,000 6.75% 99.546880%
Class 1-AP 61,215 (3) 50.000000%
Class 1-AX (2) 6.75% 23.359380%
Class 2-A1 5,000,000 7.00% 100.031250%
Class 2-A2 100,000,000 7.00% 100.500000%
Class 2-A3 98,155,000 6.75% 100.000000%
Class 2-A4 10,000,000 6.60% 100.000000%
Class 2-A5 (2) 0.33% 3.046880%
Class 2-A6 12,268,000 9.00% 105.718570%
Class 2-A7 33,850,000 7.00% 98.375000%
Class 2-A8 19,180,000 7.00% 97.968750%
Class 2-A9 71,500,000 7.00% 100.375000%
Class 2-AP 27,853 (3) 55.000000%
Class 2-AX (2) 7.00% 28.046880%
Class 1-B1 768,000 6.75% 100.265625%
Class 2-B1 6,413,000 7.00% 99.968750%
Class B2 4,521,000 (4) 98.796875%
Class B3 2,796,000 (4) 97.375000%
Class R1 100 7.00% 100.000000%
Class R2 100 7.00% 100.000000%
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(1) Approximate.
(2) The Class 1-AX, Class 2-A5 and Class 2-AX Certificates have no
Certificate Principal Amount and will be interest-only Certificates, as
described in the Prospectus Supplement.
(3) The Class 1-AP and Class 2-AP Certificates are principal-only
Certificates and, accordingly, will not accrue interest.
(4) Interest will accrue on the Class B2 and Class B3, Certificates at the
applicable per annum rate described in the Prospectus Supplement.
