STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-11A
TERMS AGREEMENT
Dated: May 28, 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 2002-11A.
Terms of the Series 2002-11A Certificates: Structured Asset Securities
Corporation, Series 2002-11A Mortgage Pass-Through Certificates, Class 1-A1,
Class 1-A2, Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class
3-A, Class 4-A, Class 5-A, Class 6-A, Class B1-I, Class B1-I-X, Class B2-I,
Class B2-I-X, Class B4-I, Class B5-I, Class B6-I, Class B1-II, Class B2-II,
Class B4-II, Class B5-II, Class B6-II, Class B3, Class P 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 seven pools of adjustable rate, conventional, first lien,
residential mortgage loans (the "Mortgage Loans"). Only the Class 1-A1, Class
1-A2, Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class 3-A,
Class 4-A, Class 5-A, Class 6-A, Class B1-I, Class B1-I-X, Class B2-I, Class
B2-I-X, Class B1-II, Class B2-II, Class B3 and Class R (the "Offered
Certificates") are being sold pursuant to the terms hereof.
Registration Statement: File Number 333-82904.
Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class 1-A1, Class 1-A2, Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class
2-A5, Class 3-A, Class 4-A, Class 5-A and Class 6-A Certificates be rated "AAA"
by Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc. ("S&P"), and
"Aaa" by Xxxxx'x Investors Service, Inc., ("Xxxxx'x" and together with S&P, the
"Rating Agencies"); the Class R Certificate be rated "AAA" by S&P; the Class
B1-I, Class B1-I-X and Class B1-II Certificates be rated "AA" by S&P and "Aa2"
by Moody's; the Class B2-I, Class B2-I-X and Class B2-II Certificates be rated
"A" by S&P and "A2" by Moody's and the Class B3 Certificates be rated "BBB" by
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 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.
Closing Date: 10:00 A.M., New York time, on or about May 30, 2002. On the
Closing Date, the Depositor will deliver the Offered Certificates to the
Underwriter against payment therefor for the account of the Underwriter.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS
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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.
XXXXXX BROTHERS INC.
By: ___________________________
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By: _____________________________
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
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Schedule 1
Initial Certificate
Principal Certificate Purchase Price
Class Amount(1) Interest Rate Percentage
1-A1 $234,221,000 Adjustable(2) 100%
1-A2 (3) 0.80%(3) 100%
2-A1 95,350,000 5.60%(4) 100%
2-A2 100,000,000 5.60%(4) 100%
2-A3 161,930,000 5.60%(4) 100%
2-A4 578,572 0.00%(5) 100%
2-A5 (3) 5.60%(3) 100%
3-A 32,486,000 Adjustable(2) 100%
4-A 140,270,000 Adjustable(2) 100%
5-A 96,728,000 Adjustable(2) 100%
6-A 61,463,000 Adjustable(2) 100%
B1-I 5,108,000 Adjustable(2) 100%
B1-I-X (3) 0.90%(3) 100%
B2-I 3,239,000 Adjustable(2) 100%
B2-I-X (3) 0.40(3) 100%
B1-II 10,121,000 Adjustable(2) 100%
B2-II 8,314,000 Adjustable(2) 100%
B-3 9,121,000 Adjustable(2) 100%
R 100 Adjustable(2) 100%
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(1) These balances are approximate, as described in the prospectus
supplement.
(2) These Certificates will accrue interest based on adjustable interest
rates, as described in the prospectus supplement.
(3) The Class 1-A2, Class 2-A5, Class B1-I-X and Class B2-I-X 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 initial notional amounts of
these bonds will be $234,221,000, $61,364,939, $5,108,000 and
$3,239,000, respectively). After the Distribution Date in March 2007,
the Class 2-A5 Certificates will no longer be entitled to receive
distributions of any kind.
(4) The Class 2-A1, Class 2-A2 and Class 2A3 certificates will accrue
interest based on the interest rates specified above util the end of
the accrual period in February 2007, subject to a maximum rate equal to
the adjusted net WAC for pool 2. Beginning with the accrual period in
March 2007, the Class 2-A1, Class 2-A2 and Class 2-A3 certificates will
accrue interest at the net WAC for pool 2, as described in the
prospectus supplement.
(5) The Class 2-A4 Certificates will initially be principal only
certificates and will not be entitled to payments of interest on or
prior to the distribution date in March 2007. Beginning with the
accrual period in March 2007, the Class 2-A4 certificates will accrue
interest at the net WAC for pool 2, as described in the prospectus
supplement.
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