STRUCTURED ASSET SECURITIES CORPORATION MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-23XS TERMS AGREEMENT
EXECUTION
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-23XS
Dated: October 28, 2002
To:
Structured Asset Securities Corporation, as Depositor under the Trust Agreement dated as of October 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 2002-23XS.
Terms of the Series 2002-23XS Certificates: Structured Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-23XS, Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class A-IO, Class M1, Class M2, Class E, Class P, Class X 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 conventional, first lien, fixed rate, fully amortizing and balloon, residential mortgage loans (the “Mortgage Loans”) having a Scheduled Principal Balance as of the Cut-off Date of $538,478,125. Only the Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class A-IO, Class M1 and Class M2 (the “Offered Certificates”) are being sold pursuant to the terms hereof.
Registration Statement: File Number 333-92140.
Certificate Ratings: It is a condition to the issuance of the Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7 and Class A-IO Certificates that they be rated “Aaa” by Xxxxx’x Investors Service, Inc. (“Moody’s”) and “AAA” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P” and, together Moody’s, the “Rating Agencies”). It is a condition to the issuance of the Class M1 Certificates that they be rated “Aa2” by Moody’s and “AA” by S&P. It is a condition to the issuance of the Class M2 Certificates that they be rated “A2” by Moody’s and “A” by S&P.
Terms of Sale of Offered Certificates: The Depositor agrees to sell to Xxxxxx Brothers Inc. (the “Underwriter”) and the Underwriter agree 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 Cut-off Date up to, but not including, the Closing Date.
The Underwriters 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: October 1, 2002.
Closing Date: 10:00 A.M., New York time, on or about October 30, 2002. On the Closing Date, the Depositor will deliver the Offered Certificates to the Underwriters against payment therefor for the account of the Underwriters.
Counsel: XxXxx Xxxxxx LLP will act as counsel for the Underwriter.
Closing; Notice Address: Notwithstanding anything to the contrary in the Standard Terms, the Closing shall take place at the offices of counsel for the Representative, XxXxx Xxxxxx LLP, 0000 X Xxxxxx, Xxxxx 000, Xxxxxxxxxx X.X. 00000 and any notices delivered to each of the Representative and the Depositor shall be delivered to it at 000 0xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
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 Underwriters in accordance with its terms.
XXXXXX BROTHERS INC., Acting on its own behalf and as Representative of the Underwriters referred to in foregoing Agreement.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By:
/s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Schedule 1
Xxxxxx Brothers Inc.
Class | Initial Certificate | Certificate | Purchase |
Class A1 | $156,387,000 | 2.75% | 100.00% |
Class A2 | $130,615,000 | 4.04% | 100.00% |
Class A3 | $25,698,000 | 4.58% | 100.00% |
Class A4 | $63,831,000 | 5.08% | 100.00% |
Class A5 | $50,000,000 | 5.28% | 100.00% |
Class A6 | $25,000,000 | 5.69% | 100.00% |
Class A7 | $55,176,000 | 6.08% | 100.00% |
Class A-IO | (4) | 5.00% | 100.00% |
Class M1 | $15,885,000 | 5.54% | 100.00% |
Class M2 | $14,539,000 | 5.67% | 100.00% |
(1)
Approximate.
(2)
If the optional purchase of the mortgage loans is not exercised, beginning with the next following distribution date, the interest rate for each Class A1, Class A2, Class A3, Class A4, Class A5, Class A6 and Class A7 Certificate then outstanding will increase by 0.50% and the interest rate for each Class M1 and Class M2 Certificate then outstanding will increase by 0.75%.
(3)
Except with respect to the Class A-IO Certificates, subject to the Net Funds Cap, as described in the prospectus supplement under “Description of the Certificates—Distributions of Interest.”
(4)
The Class A-IO Certificates are interest-only certificates; they will not be entitled to payments of principal and will accrue interest on their notional amounts, as described in the prospectus supplement. Interest will not be payable on the Class A-IO Certificates after the distribution date in October 2004.
