Terms Agreement for Sale of Mortgage Pass-Through Certificates, Series 2000-5, 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 2000-5 Mortgage Pass-Through Certificates. The Depositor agrees to sell specified classes of certificates, representing interests in a trust fund backed by residential mortgage loans, to the Underwriter at agreed prices and interest rates. The Underwriter will then offer these certificates to the public. The agreement sets out the terms of sale, ratings requirements, and closing details, with the transaction scheduled to close on or about October 27, 2000.

EX-1.1 2 0002.txt (EXH. 1.1) EXHIBIT 1.1 EXECUTION STRUCTURED ASSET SECURITIES CORPORATION MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-5 TERMS AGREEMENT Dated: October 25, 2000 To: Structured Asset Securities Corporation, as Depositor under the Trust Agreement dated as of October 1, 2000 (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 2000-5. Terms of the Series 2000-5 Certificates: Structured Asset Securities Corporation, Series 2000-5 Mortgage Pass-Through Certificates, Class 1-A1, Class 1-A2, Class 1-AX, Class 2-A1, Class 2-A2, Class 2-A3, Class 2-AX, Class 2-AP, Class 3-A1, Class 3-AP, Class 3-AX, Class B1, Class B2, Class B3, Class B4, Class B5, Class B6 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 three pools of fixed rate and adjustable rate, conventional, first lien, residential mortgage loans (the "Mortgage Loans") Only the Class 1-A1, Class 1-AX, Class 2-A1, Class 2-A3, Class 2-AX, Class 2-AP, Class 3-A1, Class 3-AP, Class 3-AX, Class B1, Class B2, Class B3, and Class R Certificates (the "Offered Certificates") are being sold pursuant to the terms hereof. Registration Statement: File Number 333-35026. Certificate Ratings: It is a condition of Closing that at the Closing Date the Class 1-A1, Class 1-AX, Class 2-A1, Class 2-A3, Class 2-AX, Class 2-AP, Class 3-A1, Class 3-AX, Class 3-AP and Class R Certificates be rated "AAA" by each of Standard & Poor's Rating Services ("S&P") and Fitch (collectively, the "Rating Agencies"); the Class R Certificates be rated "AAA" by S&P and Fitch; the Class B1 Certificates be rated "AA" by Fitch; the Class B2 be rated "A" by Fitch; and the Class B3 Certificates be rated "BBB" by Fitch. 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 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: October 1, 2000. Closing Date: 10:00 A.M., New York time, on or about October 27, 2000. On the Closing Date, the Depositor will deliver the Offered Certificates to the Underwriter against payment therefor for the account of the Underwriter. Capitalized Terms: Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Trust Agreement. 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: /s/ Stanley Labanowski ------------------------------ Name: Stanley Labanowski Title: Senior Vice President Accepted: STRUCTURED ASSET SECURITIES CORPORATION By: /s/ Ellen V. Kiernan --------------------------- Name: Ellen V. Kiernan Title: Vice President Schedule 1 Initial Certificate Certificate Purchase Price Class Principal Amount(1) Interest Rate Percentage - ----- ------------------- ------------- -------------- 1-A1 $ 75,950,000.00 7.25% 100.03125% 1-AX(2) 76,950,100.00(3) Variable(4) 2.14845% 2-A1 71,657,000.00 Variable(4) 99.9375% 2-A3(2) 72,376,000.00(3) Variable(4) 2.7132% 2-AX(2) 72,376,000.00(3) Variable(4) .10372% 2-AP 4,196,187.00 0.00%(5) 72% 3-A1 112,481,000.00 7.00% 99% 3-AP 4,673.00 0.00%(5) 65% 3-AX(2) 112,465,000.00(3) Variable(4) 3.0109% B1 8,577,000.00 Variable(4) 101% B2 3,805,000.00 Variable(4) 100.66059% B3 1,939,000.00 Variable(4) 96.56952% R 100.00 7.25% 99.5% - ------------ (1) These balances are approximate, as described in the prospectus supplement. (2) The Class 1-AX, 2-A3, 2-AX and 3-AX Certificates will be interest-only certificates; they will not be entitled to payments of principal. (3) The Class 1-AX, 2-A3, 2-AX and 3-AX Certificates will have no principal amount; they will accrue interest on a notional amount, as described in the prospectus supplement. (4) The Class 1-AX, 2-A1, 2-A3, 2-AX, 3-AX, B1, B2 and B3 Certificates accrue interest based on variable interest rates, as described in the prospectus supplement. (5) The Class 2-AP and 3-AP Certificates will be principal-only certificates; they will not be entitled to payments of interest.