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.
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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
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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.
