EXHIBIT 1.1
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-10H
TERMS AGREEMENT
Dated: May 23, 2002
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of May 1, 2002 (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 2002-10H.
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Terms of the Series 2002-10H Certificates: Structured Asset Securities
Corporation, Series 2002-10H Mortgage Pass-Through Certificates, Class 1-A,
Class 1-AP, Class 1-AX, Class 2-A, Class 2-AP, Class 2-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 two
pools of fixed rate, conventional, first lien, residential mortgage loans (the
"Mortgage Loans"). Only the Class 1-A, Class 1-AP, Class 1-AX, Class 2-A, Class
2-AP, Class 2-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 333-82904.
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Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class 1-A, Class 1-AP, Class 1-AX, Class 2-A, Class 2-AP and Class 2-AX be rated
"AAA" by Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc.
("S&P") and Fitch Ratings ("Fitch" and together with S&P, the "Rating
Agencies"); the Class R Certificate be rated "AAA" by S&P and by Fitch; the
Class B1 Certificates be rated "AA" by S&P and Fitch; the Class B2 Certificates
be rated "A" by S&P and Fitch; and the Class B3 Certificates be rated "BBB" by
S&P and Fitch.
Terms of Sale of Offered Certificates: The Depositor agrees to sell to Xxxxxx
Brothers Inc., (the "Underwriter") and the Underwriter agrees to purchase froth
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, 2002.
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Closing Date: 10:00 A.M., New York time, on or about May 29, 2002. 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: -----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
Accepted:
STRUCTURED ASSET SECURITIES CORPORATION
By: ---------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
2
Schedule 1
Initial Certificate
Principal Certificate Purchase Price
Class Amount(1) Interest Rate Percentage
------- -------------------- -------------- ------------
1-A $239,672,000 7.00% 100%
1-AP 4,821,708 0.00%(3) 100%
1-AX (2) 7.00% 100%
2-A 19,232,000 7.00% 100%
2-AP 334,196 0.00%(3) 100%
2-AX (2) 7.00% 100%
B1 4,072,000 7.00% 100%
B2 1,764,000 7.00% 100%
B3 678,000 7.00% 100%
R 100 7.00% 100%
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(1) These balances are approximate, as described in the prospectus
supplement.
(2) The Class 1-AX and Class-1-AX 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 1-AP and Class 2-AP Certificates will be principal-only
certificates; they will not be entitled to payments of interest.