STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-5A
TERMS AGREEMENT
Dated: March 25, 2002
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of March 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 2002-5A.
Terms of the Series 2002-5A Certificates: Structured Asset Securities
Corporation, Series 2002-5A Mortgage Pass-Through Certificates, Class 1-A1,
Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5, Class 2-A1, Class 2-A2, Class
2-A3, Class 3-A, Class 4-A, Class 5-A, Class 6-A, 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 five pools of
adjustable rate, conventional, first lien, residential mortgage loans (the
"Mortgage Loans"). Only the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4,
Class 1-A5, Class 2-A1, Class 2-A2, Class 2-A3, Class 3-A, Class 4-A, Class 5-A,
Class 6-A, 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.
Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5, Class 2-A1, Class
2-A2, Class 2-A3, Class 3-A, Class 4-A, Class 5-A and Class 6-A be rated "AAA"
by Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc. ("S&P") and
Fitch Ratings ("Fitch"), and "Aaa" by Xxxxx'x Investors Service, Inc.,
("Xxxxx'x" and together with S&P and Fitch, the "Rating Agencies"); the Class R
Certificate be rated "AAA" by S&P and 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: March 1, 2002.
Closing Date: 10:00 A.M., New York time, on or about March 28, 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]
2
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
3
Schedule 1
----------
Initial Certificate
Principal Certificate Purchase Price
Class Amount(1) Interest Rate Percentage
----- ------------------- -------------- -------------
1-A1 $165,000,000 6.44%(2) 100%
1-A2 25,000,000 5.35%(2) 100%
1-A3 194,218,000 5.33%(2) 100%
1-A4 6,188,000 6.44%(2) 100%
1-A5 (3) 5.00%(3)) 100%
2-A1 160,613,000 6.31%(2) 100%
2-A2 4,016,000 6.31%(2) 100%
2-A3 (3) 5.00%(3) 100%
3-A 52,632,000 Adjustable(4) 100%
4-A 170,009,000 Adjustable(4) 100%
5-A 115,871,000 Adjustable(4) 100%
6-A 48,234,000 Adjustable(4) 100%
B1 20,213,000 Adjustable(4) 100%
B2 9,860,000 Adjustable(4) 100%
B3 5,422,000 Adjustable(4) 100%
R 100 Adjustable(4) 100%
----------------
(1) These balances are approximate, as described in the prospectus supplement.
(2) The Class 1-A1, Class 1-A2, Class 1-A3 and Class 1-A4 Certificates will
accrue interest based on the interest rates specified above until the end
of the accrual period in April 2006, subject to a maximum rate equal to the
Net WAC for pool 1. Beginning with the accrual period in September 2006,
the Class 1-A1, Class 1-A2, Class 1-A3 and Class 1-A4 Certificates will
accrue interest at the Net WAC for pool 1, as described in the prospectus
supplement. The Class 2-A1 and Class 2-A2 Certificates will accrue interest
based on the interest rates specified above until the end of the accrual
period in December 2005, subject to a maximum rate equal to the Net WAC for
pool 2. Beginning with the Accrual Period in January 2006, the Class 2-A1
and Class 2-A2 Certificates will accrue interest at the Net WAC for pool 2,
as described in the prospectus supplement..
(3) The Class 1-A5 and Class 2-A3 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
$48,991,427.00, and $1,360,056.00, respectively). After the Distribution
Dates in September 2006 and January 2006, the Class 1-A5 and Class 2-A3
Certificates, respectively, will no longer be entitled to receive
distributions of any kind..
(4) These Certificates will accrue interest based on adjustable interest rates,
as described in the prospectus supplement.
