FIRST NATIONWIDE TRUST 1999-1
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1999-1
TERMS AGREEMENT
Dated: February 18, 1999
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of February 1, 1999 (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: First Nationwide Trust 1999-1; Series 1999-1.
Terms of the Series 1999-1 Certificates: First Nationwide Trust 1999-1,
Structured Asset Securities Corporation, Series 1999-1 Mortgage Pass-Through
Certificates, Class 1-A, 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 AX, Class AP, Class 1-B1, Class
2-B1, Class 1-B2, Class 2-B2, Class 1-B3, Class 2-B3, Class 1-B4, Class 2-B4,
Class 1-B5, Class 2-B5, Class 1-B6, Class 2-B6 and Class R Certificates (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 (i) two pools of fixed rate, fully amortizing,
conventional, first lien residential mortgage loans (the "Mortgage Loans");
(ii) a certificate guaranty insurance policy for the exclusive benefit of the
Class 2-A3 Certificates; and (iii) a reserve fund exclusively for the benefit
of the Class 2-A3 Certificates. Only the Class 1-A, 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
AX, Class AP, Class 1-B1, Class 2-B2, Class 1-B2, Class 2-B2, Class 1-B3, Class
2-B3 and Class R Certificates (together, the "Offered Certificates") are being
sold pursuant to the terms hereof.
Registration Statement: File Number 333-68513.
Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class 1-A, Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A5, Class 2-A6, Class
2-A7, Class 2-A8 and Class R Certificates be rated "AAA" by Standard & Poor's
Rating Services, a division of the ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P") that the
Class 1-A, 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 AX, Class AP and Class R Certificates be
rated "AAA" by Fitch IBCA, Inc. ("Fitch"); that the Class 2-A4, Class AX and
Class AP Certificates be rated "AAAr" by S&P; that the Class 1-B1 and Class
2-B1 Certificates be rated "AA" by Fitch; that the Class 1-B2 and Class 2-B2
Certificates be rated "A" by Fitch; and that the Class 1-B3 and Class 2-B3
Certificates be rated "BBB" by Fitch.
Terms of Sale of Offered Certificates: The Depositor agrees to sell to ▇▇▇▇▇▇
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: February 1, 1999.
Closing Date: 10:00 A.M., New York time, on or about February 25, 1999. 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.
▇▇▇▇▇▇ BROTHERS INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Schedule 1
Initial
Certificate Certificate Purchase
Principal Interest Price
Class Amount(1) Rate Percentage
Class 1-A $102,124,000.00 6.25% 99.50%
Class 2-A1 $250,000,000.00 6.50% 99.60%
Class 2-A2 $ 2,400,000.00 6.50%(2) 99.60%
Class 2-A3 $ 21,457,000.00 6.50% 99.60%
Class 2-A4 $ 132,100.00 (4) 99.60%
Class 2-A5 $ 20,324,000.00 6.50%(2) 99.60%
Class 2-A6 $120,000,000.00 6.50% 99.60%
Class 2-A7 $116,000,600.00 6.50% 99.60%
Class 2-A8 $169,453,800.00 6.50% 99.60%
Class R $ 100.00 6.50% 99.60%
Class AX (3) (3) 99.60%
Class AP $ 1,657,829.00 (4) 99.60%
Class 1-B1 $ 729,000.00 6.25% 99.50%
Class 2-B1 $ 13,134,000.00 6.50% 99.60%
Class 1-B2 $ 365,000.00 6.25% 99.50%
Class 2-B2 $ 6,568,000.00 6.50% 99.60%
Class 1-B3 $ 261,000.00 6.25% 99.50%
Class 2-B3 $ 2,919,000.00 6.50% 99.60%
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(1) Approximate.
(2) The amount of interest accruing on the Class 2-A2 Certificates and the
Class 2-A5 Certificates will not be distributable on such Certificates
until the principal balance of the Class 2-A6 Certificates are paid in
full (in the case of the Class 2-A2 Certificates) and the principal
balance of the Class 2-A1 Certificates are paid in full (in the case of
the Class 2-A5 Certificates), but will instead be added to the principal
balance of such Certificates, except as described in the Group 2
Prospectus Supplement.
(3) The Class AX Certificates are interest-only certificates; they will not
be entitled to payments of principal. Interest will accrue on each of the
two components of the Class AX Certificates at a rate of 6.25% in the
case of the AX(1) Component, and 6.50% in the case of the AX(2)
Component, in each case on a calculated Component Notional Amount as
described in the Group 2 Prospectus Supplement.
(4) The Class 2-A4 and Class AP Certificates are principal-only certificates;
they will not be entitled to payments of interest. Principal will be
distributed on each of the two components of the Class AP Certificates as
described in the Group 2 Prospectus Supplement.