Terms Agreement for Sale of Series 2004-5 Mortgage Pass-Through Certificates between Structured Asset Securities Corporation and Lehman Brothers Inc.

Summary

This agreement is between Structured Asset Securities Corporation (the Depositor) and Lehman Brothers Inc. (the Underwriter) for the sale and purchase of Series 2004-5 Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through Certificates. The Depositor agrees to sell specified classes of certificates backed by pools of residential mortgage loans to the Underwriter, who will then offer them to the public. The agreement sets out the purchase prices, interest rates, ratings requirements, and delivery terms, with closing scheduled for April 30, 2004.

EX-1.1 2 ex1-1.txt EXHIBIT 1.1 STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 TERMS AGREEMENT Dated: April 26, 2004 To: Structured Asset Securities Corporation, as Depositor under the Trust Agreement dated as of April 1, 2004 (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 2004-5. Terms of the Series 2004-5 Certificates: Structured Adjustable Rate Mortgage Loan, Series 2004-5 Mortgage Pass-Through Certificates, Class 1-A, Class 2-A, Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A4, Class 3-A5, Class 3-A6, Class 3-AX, Class 3-PAX, Class 4-A, Class 4-AX, Class 5-A, Class 5-AX, Class B1, Class B2, Class B3, Class B4, Class B5, Class B6, Class P-I, Class P-II 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 five pools of adjustable rate, conventional, first lien, residential mortgage loans (the "Mortgage Loans"). Only the Class 1-A, Class 2-A, Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A4, Class 3-A5, Class 3-A6, Class 3-AX, Class 3-PAX, Class 4-A, Class 4-AX, Class 5-A, Class 5-AX, Class B1, Class B2, Class B3 and Class R (the "Offered Certificates") are being sold pursuant to the terms hereof. Registration Statement: File Number 333-106295. Certificate Ratings: It is a condition of Closing that at the Closing Date the Class 1-A, Class 2-A, Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A4, Class 3-A5, Class 3-AX, Class 3-PAX, Class 4-A, Class 4-AX, Class 5-A, Class 5-AX and Class R Certificates be rated "AAA" by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"), and "Aaa" by Moody's Investors Service, Inc. ("Moody's" and together with S&P, the "Rating Agencies"); the Class 3-A6 Certificates be rated "AAA" by S&P; the Class B1 Certificates be rated "AA" by S&P; the Class B2 Certificates be rated "A" by S&P and the Class B3 Certificates be rated "BBB" by S&P. Terms of Sale of Offered Certificates: The Depositor agrees to sell to Lehman 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 Cutoff 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: April 1, 2004. Closing Date: 10:00 A.M., New York time, on or about April 30, 2004. On the Closing Date, the Depositor will deliver the Offered Certificates to the Underwriter against payment therefor for the account of the Underwriter. [SIGNATURE PAGE IMMEDIATELY FOLLOWS] 2 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. LEHMAN BROTHERS INC. By: ------------------------------- Name: Stanley P. Labanowski Title: Senior Vice President Accepted: STRUCTURED ASSET SECURITIES CORPORATION By: ---------------------------- Name: Michael C. Hitzmann Title: Vice President Schedule 1 Initial Certificate Principal Certificate Purchase Price Class Amount(1) Interest Rate Percentage - ----- --------- ------------- ---------- 1-A $215,075,000 Adjustable(2) 100% 2-A $134,226,000 Adjustable(2) 100% 3-A1 $300,000,000 4.380%(3) 100% 3-A2 $125,000,000 4.900%(3) 100% 3-A3 $10,000,000 3.930%(3) 100% 3-A4 $25,000,000 4.200%(3) 100% 3-A5 $100,238,000 4.377%(3) 100% 3-A6 $7,500,000 4.380%(3) 100% 3-AX (4) 4.480%(4) 100% 3-PAX (4) 4.480%(4) 100% 4-A $99,980,000 4.626%(3) 100% 4-AX (4) 4.626%(4) 100% 5-A $110,980,000 5.000%(3) 100% 5-AX (4) 5.000%(4) 100% B1 $48,225,000 Adjustable(2) 100% B2 $10,856,000 Adjustable(2) 100% B3 $6,030,000 Adjustable(2) 100% R $100 Adjustable(2) 100% - ---------- (1) These balances are approximate, as described in the prospectus supplement. (2) These certificates will accrue interest based on adjustable interest rates, as described in the prospectus supplement. (3) The Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A4, Class 3-A5 and Class 3-A6 Certificates will bear interest based on the interest rate specified until the distribution date in March 2009, subject to adjustment as described in the prospectus supplement. Beginning with the distribution date in April 2009, the Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A4, Class 3-A5 and Class 3-A6 Certificates will bear interest at the Net WAC for pool 3 as described in the prospectus supplement. The Class 4-A Certificates will bear interest based on the interest rate specified above until the distribution date in March 2011, subject to adjustment as described in the prospectus supplement. Beginning with the distribution date in April 2011, the Class 4-A Certificates will bear interest at the Net WAC for pool 4, as described in the prospectus supplement. The Class 5-A Certificates will bear interest based on the interest rate specified above until the distribution date in March 2014, subject to adjustment as described in the prospectus supplement. Beginning with the distribution date in April 2014, the Class 5-A Certificates will bear interest at the Net WAC for pool 5, as described in the prospectus supplement. (4) The Class 3-AX, Class 3-PAX, Class 4-AX and Class 5-AX Certificates will be interest-only certificates; they will not be entitled to payments of principal and will accrue interest on their respective notional amounts, as described in the prospectus supplement (the initial notional amounts of these bonds will be $44,578,000, $25,818,943, $8,431,594 and $4,463,969, respectively). With respect to any distribution date on or prior to March 2009, the amount of interest payable to each of the Class 3-AX and Class 3-PAX Certificates is subject to adjustment as described in the prospectus supplement. After the distribution date in March 2009, the Class 3-AX and Class 3-PAX Certificates will no longer be entitled to receive distributions of any kind. After the distribution date in March 2011, the Class 4-AX Certificates will no longer be entitled to receive distributions of any kind. After the distribution date in March 2014, the Class 5-AX Certificates will no longer be entitled to receive distributions of any kind.