EXHIBIT 1.1
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5H
TERMS AGREEMENT
Dated: January 28, 2004
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of January 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 2004-5H.
Terms of the Series 2004-5H Certificates: Structured Asset Securities
Corporation, Series 2004-5H Mortgage Pass-Through Certificates, Class A1, Class
A2, Class A3, Class A4, Class A-IO1, Class A-IO2, Class A-PO, 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 a pool
of fixed, conventional, first lien, residential mortgage loans (the "Mortgage
Loans"). Only the Class Class A1, Class A2, Class A3, Class A4, Class A-IO1,
Class A-IO2, Class A-PO, Class B1, Class B2 and Class B3 (the "Offered
Certificates") are being sold pursuant to the terms hereof.
Registration Statement: File Number 333-106925.
Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class A1, Class A2, Class A3, Class A4, Class A-IO1, Class A-IO2, Class A-PO and
Class R Certificates be rated "AAA" by Fitch, Inc. ("Fitch") and Standard &
Poor's, a division of the XxXxxx-Xxxx Companies ("S&P"), and "Aaa" by Xxxxx'x
Investors Service, Inc. ("Moody's" and together with Fitch and S&P, the "Rating
Agencies"); the Class B1 Certificates be rated "AA" by Fitch and S&P, and "Aa2"
by Moody's; the Class B2 Certificates be rated "A" by Fitch and S&P, and "A2" by
Moody's; and the Class B3 Certificates be rated "BBB" by Fitch and S&P, and
"Baa2" by Moody's.
Terms of Sale of Offered Certificates: The Depositor agrees to sell to Xxxxxx
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: January 1, 2004.
Closing Date: 10:00 A.M., New York time, on or about January 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.
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.
XXXXXX BROTHERS INC.
By:
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Name: Xxxxxxxx Xxxxxx
Title: Senior Vice President
Accepted:
STRUCTURED ASSET SECURITIES CORPORATION
By:
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Name: Xxxxxxxx Xxxxxx
Title: Senior Vice President
Schedule 1
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Class Initial Certificate Certificate Purchase Price
Principal Interest Rate Percentage
Amount(1)
A1 $84,953,000 3.46% 100%
A2 $46,055,000 4.43% 100%
A3 $31,681,000 5.50% 100%
A4 $46,942,000 5.54% 100%
A-IO1 (2) 1.00%(2) 100%
A-IO2 (2) 1.00%(2) 100%
A-PO $4,871,547 0.00%(3) 100%
B1 $2,101,000 5.55% 100%
B2 $1,658,000 5.55% 100%
B3 $1,327,000 5.55% 100%
R $100 5.55% 100%
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(1) These balances are approximate, as described in the prospectus
supplement.
(2) The Class A-IO1 and Class A-IO2 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.
(3) The Class A-PO Certificates will be principal-only certificates; they will
not be entitled to payments of interest.
