Terms Agreement for Sale of Mortgage Pass-Through Certificates, Series 2000-3, between Structured Asset Securities Corporation and Lehman Brothers Inc.

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Summary

This agreement is between Structured Asset Securities Corporation (the Depositor) and Lehman Brothers Inc. (the Underwriter) for the sale and purchase of Series 2000-3 Mortgage Pass-Through Certificates. The certificates represent interests in a trust fund backed by residential mortgage loans. The agreement specifies the classes, principal amounts, interest rates, purchase prices, and ratings required for the certificates. The Underwriter will buy the certificates from the Depositor and offer them to the public. The transaction is set to close on or about July 28, 2000, with delivery and payment terms outlined in the agreement.

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EX-1.1 2 0002.txt EXECUTION STRUCTURED ASSET SECURITIES CORPORATION MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-3 TERMS AGREEMENT Dated: July 26, 2000 To: Structured Asset Securities Corporation, as Depositor under the Trust Agreement dated as of July 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 2000-3. Terms of the Series 2000-3 Certificates: Structured Asset Securities Corporation, Series 2000-3 Mortgage Pass-Through Certificates, Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5, Class 1-A6, Class 1-A7, Class 1-A8, Class 1-AP, Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class 2-AP, Class 3-A1, Class 3-AP, Class 3-AX, Class 4-A1, Class 4-AP, Class B1, Class B2, Class BX, 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 four pools of fixed rate, conventional, first lien, residential mortgage loans (the "Mortgage Loans") Only the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5, Class 1-A6, Class 1-A7, Class 1-A8, Class 1-AP, Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class 2-AP, Class 3-A, Class 3-AP, Class 3-AX, Class 4-A, Class 4-AP, Class B1, Class B2, Class BX, 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-A2, Class 1-A3, Class 1-A4, Class 1-A5, Class 1-A6, Class 1-A7, Class 1-A8, Class 1-AP, Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class 2-AP, Class 3-A1, Class 3-AP, Class 3-AX, Class 4-A1, Class 4-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 and Class BX Certificates 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: July 1, 2000. Closing Date: 10:00 A.M., New York time, on or about July 28, 2000. 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. LEHMAN BROTHERS INC. By: /s/ Joseph J. Kelly ------------------------ Name: Joseph J. Kelly Title: 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 $103,000,000 7.50% 100.03125 1-A2(2) (3) 9.50% 16.0 1-A3 108,500,000 Adjustable(4) 99.96875 1-A4(2) (3) Adjustable(4) 2.125 1-A5 3,955,000 8.00% 100.00 1-A6(2) (3) 9.50% 30.00 1-A7 46,400,000 8.00% 99.375 1-A8(2) (3) 9.50% 39.00 1-AP(5) 3,840,569 0.00% 67.0625 2-A1 59,640,000 7.50% 100.25 2-A2(2) (3) 8.25% 14.00 2-A3 90,000,000 8.25% 100.03125 2-A4(2) (3) 8.25% 25.00 2-A5 25,000,000 7.65% 100.00 2-A6 34,000,000 8.00% 99.15625 2-A7(2) (3) 8.25% 25.00 2-AP(5) 1,371,539 0.00% 62.0625 3-A1 74,836,000 8.25% 100.50 3-AP(5) 716,219 0.00% 65.00 3-AX(2) (3) Adjustable(4) 24.75 4-A1 44,963,000 8.25% 100.34375 4-AP(5) 153,481 0.00% 62.0625 B1 19,783,000 Adjustable(4) 99.04688 B2 11,804,000 Adjustable(4) 97.73438 BX (3) 9.50% 39.00 B3 7,359,000 Adjustable(4) 91.00 R 100.00 9.50% 100.00
- ------------ (1) These balances are approximate, as described in this prospectus supplement. (2) The Class 1-A2, 1-A4, 1-A6, 1-A8, 2-A2, 2-A4, 2-A7, 3-AX and BX Certificates will be interest-only certificates; they will not be entitled to payments of principal. (3) The Class 1-A2, 1-A4, 1-A6, 1-A8, 2-A2, 2-A4, 2-A7, 3-AX and BX Certificates will have no principal amount; they will accrue interest on a notional amount, as described in this prospectus supplement. (4) The Class 1-A3, 1-A4 and B3 Certificates accrue interest based on variable interest rates, as described in this prospectus supplement. (5) The Class 1-AP, 2-AP, 3-AP and 4-AP Certificates will be principal-only certificates; they will not be entitled to payments of interest.