STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-31A
TERMS AGREEMENT
Dated: September 26, 2003
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of September 1, 2003 (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 2003-31A.
Terms of the Series 2003-31A Certificates: Structured Asset Securities
Corporation, Series 2003-31A Mortgage Pass-Through Certificates, Class 1-A,
Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class
2-A7, Class 2-A8, Class 2-AX, Class 2-PAX, Class 3-A, Class B1, Class B2, Class
B3, Class B4, Class B5, Class B6, Class P-I, Class P-II 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 three pools of adjustable rate, conventional, first lien,
residential mortgage loans (the "Mortgage Loans"). Only the Class 1-A, Class
2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7,
Class 2-A8, Class 2-AX, Class 2-PAX, Class 3-A, Class B1, Class B2, Class B3 and
Class R (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 1-A, Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class
2-A6, Class 2-A7, Class 2-A8, Class 2-AX, Class 2-PAX, Class 3-A and Class R
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 B1 Certificates be
rated "AA" by S&P; the Class B2 Certificates be rated "A" by S&P and the Class
B3 Certificates be rated "BBB" by S&P.
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: September 1, 2003.
Closing Date: 10:00 A.M., New York time, on or about September 30, 2003. On the
Closing Date, the Depositor will deliver the Offered Certificates to the
Underwriter against payment therefor for the account of the Underwriter.
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. Xxxxxxxx
Title: Vice President
Schedule 1
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Initial Certificate
Principal Certificate Purchase Price
Class Amount(1) Interest Rate Percentage
----- --------- ------------- ----------
1-A $65,524,000 Adjustable(2) 100%
2-A1 $75,000,000 4.25%(4) 100%
2-A2 $40,000,000 4.75%(4) 100%
2-A3 $77,000,000 2.05%(4) 100%
2-A4 $22,764,000 4.22%(4) 100%
2-A5 $75,000,000 3.70%(4) 100%
2-A6 $44,637,000 4.05%(4) 100%
2-A7 $120,978,000 4.03%(4) 100%
2-A8 (3) 4.75%(3) 100%
2-AX (3) 4.75%(3) 100%
2-PAX (3) 4.75%(3) 100%
3-A $90,691,000 Adjustable(2) 100%
B1 $21,979,000 Adjustable(2) 100%
B2 $4,848,000 Adjustable(2) 100%
B3 $3,554,000 Adjustable(2) 100%
R $100 Adjustable(2) 100%
__________
(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 2-A8, Class 2-AX and Class 2-PAX Certificates will be
interest-only certificates; they will not be entitled to payments of
principal and will accrue interest on their respective notional amounts, as
described in the prospectus supplement (the initial notional amounts of
these bonds will be $95,697,890, $8,335,414 and $5,160,660, respectively).
With respect to any Distribution Date on or prior to June 2008, the amount
of interest payable to each of the Class 2-AX and Class 2-PAX Certificates
is subject to adjustment as described in the prospectus supplement. After
the Distribution Date in June 2008, the Class 2-A8, Class 2-AX and Class
2-PAX Certificates will no longer be entitled to receive distributions of
any kind.
(4) The Class 1-A Certificates will accrue interest based on the interest rate
specified above until the end of the accrual period in June 2006, subject
to adjustment as described in the prospectus supplement. Beginning with the
accrual period in July 2006, the Class 1-A Certificates will accrue
interest at the Net WAC for pool 1, as described in the prospectus
supplement. The Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5,
Class 2-A6 and Class 2-A7 Certificates will accrue interest based on the
interest rate specified above until the end of the accrual period in May
2008, subject to adjustment as described in the prospectus supplement.
Beginning with the accrual period in June 2008, the Class 2-A1, Class 2-A2,
Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6 and Class 2-A7 Certificates
will accrue interest at the Net WAC for pool 2, as described in the
prospectus supplement. The Class 3-A Certificates will accrue interest
based on the interest rate specified above until the end of the accrual
period in June 2010, subject to a maximum rate equal to the Net WAC for
pool 3. Beginning with the accrual period in July 2010, the Class 3-A
Certificates will accrue interest at the Net WAC for pool 3, as described
in the prospectus supplement.
