Terms Agreement for Sale of Series 2005-11H Mortgage Pass-Through Certificates between Structured Asset Securities Corporation and Lehman Brothers Inc.
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Summary
Structured Asset Securities Corporation agrees to sell, and Lehman Brothers Inc. agrees to purchase, specific classes of Series 2005-11H Mortgage Pass-Through Certificates. These certificates represent interests in a trust fund backed by residential mortgage loans. The agreement sets out the purchase prices, interest rates, and ratings required for each class of certificates. The transaction is scheduled to close on or about May 31, 2005, with delivery of the certificates to Lehman Brothers in exchange for payment. The certificates will then be offered to the public by Lehman Brothers at varying prices.
EX-1.1 2 file002.htm TERMS AGREEMENT
STRUCTURED ASSET SECURITIES CORPORATION MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-11H TERMS AGREEMENT Dated: May 25, 2005 To: Structured Asset Securities Corporation, as Depositor under the Trust Agreement dated as of May 1, 2005 (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 2005-11H. Terms of the Series 2005-11H Certificates: Structured Asset Securities Corporation, Series 2005-11H Mortgage Pass-Through Certificates, Class A1, Class A2, Class A3, Class A-IO, Class A-IO1, Class B1, Class B2, Class B3, Class B4, Class B5, Class B6, Class PO 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 a pool of fixed, conventional, first lien, residential mortgage loans (the "Mortgage Loans"). Only the Class A1, Class A2, Class A3, Class A-IO, Class A-IO1, Class B1, Class B2, Class B3, Class PO and Class R (the "Offered Certificates") are being sold pursuant to the terms hereof. Registration Statement: File Number 333-120575. Certificate Ratings: It is a condition of Closing that at the Closing Date the Class A1, Class A2, Class A3, Class A-IO, Class A-IO1, Class PO and Class R Certificates be rated "AAA" by Fitch, Inc. ("Fitch"), and "Aaa" by Moody's Investors Service, Inc. ("Moody's" and together with Fitch, the "Rating Agencies"); the Class B1 Certificates be rated "AA" by Fitch; the Class B2 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 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: May 1, 2005. Closing Date: 10:00 A.M., New York time, on or about May 31, 2005. 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: ----------------------------- Name: Brian Lin Title: Vice President Accepted: STRUCTURED ASSET SECURITIES CORPORATION By: ----------------------------------- Name: Joseph J. Kelly Title: Senior Vice President Schedule 1 Initial Certificate Principal or Notional Certificate Purchase Price Class Amount(1) Interest Rate Percentage - ----- --------------------- ------------- -------------- A1 $128,627,000 5.50% 100% A2 $ 62,719,000 5.00% 100% A3 $ 6,541,000 5.50% 100% A-IO $168,027,838(2) 0.5186%(2) 100% A-IO1 $ 62,719,000(2) 0.50% 100% PO $ 854,485 0.00%(3) 100% B1 $ 4,655,000 5.50% 100% B2 $ 1,344,000 5.50% 100% B3 $ 827,000 5.50% 100% R $ 100 5.50% 100% - ---------- (1) These balances are approximate, as described in the Prospectus Supplement. (2) The Class A-IO and Class A-IO1 Certificates will be Interest-Only Certificates; they will not be entitled to payments of principal and will accrue interest on a Notional Amount, as described in the Prospectus Supplement. The Interest Rate shown above for the Class A-IO Certificates is the Interest Rate for the first Distribution Date. For each Distribution Date, the Interest Rate for the Class A-IO Certificates will be equal to the weighted average of the Net Mortgage Rates of the Non-Discount Mortgage Loans at the beginning of the related Due Period (weighted on the basis of the Scheduled Principal Balances of the Mortgage Loans as of the preceding Distribution Dates or, in the case of the first Distribution Date, as of the Cut-Off Date) minus 5.50%. (3) The Class PO Certificates will be Principle-Only Certificates; they will not be entitled to payments of interest.