STRUCTURED ASSET MORTGAGE INVESTMENTS II INC. Thornburg Mortgage Securities Trust 2003-5 Mortgage Pass-Through Certificates, Series 2003-5 TERMS AGREEMENT
SSL DRAFT 10/28/03
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
▇▇▇▇▇▇▇▇▇ Mortgage Securities Trust 2003-5
Mortgage Pass-Through Certificates, Series 2003-5
TERMS AGREEMENT
Dated: as of October 28, 2003
| To: | STRUCTURED ASSET MORTGAGE INVESTMENTS II INC. |
| Re: | Underwriting Agreement dated July 29, 2003 |
Underwriter: Bear, ▇▇▇▇▇▇▇ & Co. Inc.
Series Designation: ▇▇▇▇▇▇▇▇▇ Mortgage Securities Trust 2003-5, Mortgage Pass-Through Certificates, Series 2003-5
Class Designation Schedule of the Certificates: Class I-A, II-A, III-A, IV-A, R-I, R-II, B-1, B-2, B-3 Certificates
Terms of the Public Certificates:
Class Original Principal Amount Interest Rate ----- ------------------------- ------------- I-A $ 152,635,500 Variable II-A $ 168,720,200 Variable III-A $ 452,531,300 Variable IV-A $ 206,700,500 Variable R-I $ 50 N/A R-II $ 50 N/A B-1 (1) $ 12,604,100 Variable B-2 (1) $ 5,545,700 Variable B-3 (1) $ 4,537,300 Variable
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(1) This class is a subordinate certificate.
The Certificates purchased by the Underwriter will be offered from time to time by the Underwriter in negotiated transactions at varying prices to be determined at the time of sale.
Defined Terms: Terms not otherwise defined herein shall have the meanings given to such terms in the Trust, Pooling and Servicing Agreement dated as of October 1, 2003 among Structured Asset Mortgage Investments II Inc., as seller, ▇▇▇▇▇ Fargo Bank Minnesota, National Association as master servicer and securities administrator, Deutsche Bank National Trust Company, as trustee, Deutsche Bank Trust Company Delaware, as Delaware trustee, and ▇▇▇▇▇▇▇▇▇ Mortgage Home Loans, Inc. (the “Trust, Pooling and Servicing Agreement”).
Form of Certificates Being Purchased by the Underwriter: Book-Entry except for the Class R-I and Class R-II Certificates which will be in certificated, fully registered form.
Distribution Dates: The 25th day of each month or, if such 25th day is not a business day, the next succeeding business day beginning in November 2003.
Certificate Rating for the Certificates Being Purchased by the Underwriters:
Class Ratings
----- -------
S&P
---
I-A..................................... AAA
II-A.................................... AAA
III-A................................... AAA
IV-A.................................... AAA
R-I..................................... AAA
R-II.................................... AAA
B-1..................................... AA
B-2..................................... A
B-3..................................... BBB
Mortgage Assets: The Mortgage Loans to be included in the Trust are as described in a schedule to the Trust, Pooling and Servicing Agreement.
Purchase Price: The aggregate purchase price payable by the Underwriter for the Certificates covered by this Agreement will be $1,006,444,474.76 (plus $3,201,658.13 in accrued interest).
Credit Enhancement: None other than the subordination and limited cross-collateralization described in the related Prospectus Supplement.
Closing Date: October 30, 2003
The undersigned, as the Underwriter, agrees, subject to the terms and provisions of the above-referenced Underwriting Agreement, which is incorporated herein in its entirety and made a part hereof, to purchase the respective principal amounts of the Classes of the above-referenced Series of Certificates as set forth herein.
BEAR, ▇▇▇▇▇▇▇ & CO. INC.
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Managing Director
Accepted:
STRUCTURED ASSET MORTGAGE
INVESTMENTS II INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President