EXHIBIT 1.1
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-37A
TERMS AGREEMENT
Dated: November 24, 2003
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of November 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 2003-37A.
Terms of the Series 2003-37A Certificates: Structured Asset Securities
Corporation, Series 2003-37A Mortgage Pass-Through Certificates, Class 1-A,
Class 2-A, Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A4, Class 3-A5, Class
3-A6, Class 3-A7, Class 3-A8, Class 3-AX, Class 3-PAX, Class 4-A, Class 4-AX,
Class 5-A, Class 5-AX, Class 5-PAX, Class 6-A, Class 7-A, Class 8-A1, Class
8-A2, Class 8-AX, Class B1-I, Class B1-I-X, Class B2-I, Class B2-I-X, Class
B1-II, Class B1-II-X, Class B2-II, Class B2-II-X, Class B3, Class B4, Class B5,
Class B6, Class P-I, Class P-II, Class P-III, Class P-IV, Class CX 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 eight pools of adjustable rate, conventional, first lien,
residential mortgage loans (the "Mortgage Loans"). Only the Class 1-A, Class
2-A, Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A4, Class 3-A5, Class 3-A6,
Class 3-A7, Class 3-A8, Class 3-AX, Class 3-PAX, Class 4-A, Class 4-AX, Class
5-A, Class 5-AX, Class 5-PAX, Class 6-A, Class 7-A, Class 8-A1, Class 8-A2,
Class 8-AX, Class B1-I, Class B1-I-X, Class B2-I, Class B2-I-X, Class B1-II,
Class B1-II-X, Class B2-II, Class B2-II-X, Class B3 and Class R (the "Offered
Certificates") are being sold pursuant to the terms hereof.
Registration Statement: File Number 333-106295.
Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class 1-A, Class 2-A, Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A4, Class
3-A5, Class 3-A6, Class 3-A7, Class 3-A8, Class 3-AX, Class 3-PAX, Class 4-A,
Class 4-AX, Class 5-A, Class 5-AX, Class 5-PAX, Class 6-A, Class 7-A, Class
8-A1, Class 8-A2, Class 8-AX 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., ("Moody's" and together with S&P, the "Rating
Agencies"); the Class B1-I and Class B1-I-X Certificates be rated "AA" by S&P
and "Aa2" by Moody's; the Class B1-II and Class B1-II-X Certificates be rated
"AA" by S&P; the Class B2-I, Class B2-I-X, Class B2-II and B2-II-X 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: November 1, 2003.
Closing Date: 10:00 A.M., New York time, on or about November 28, 2003. 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. Xxxxxxxx
Title: Vice President
Schedule 1
Initial Certificate
Principal Certificate Purchase Price
Class Amount(1) Interest Rate Percentage
----- --------- ------------- ----------
1-A $112,844,000 Adjustable(2) 100%
2-A $121,913,000 Adjustable(2) 100%
3-A1 $50,000,000 2.43%(3) 100%
3-A2 $25,476,000 1.88%(3) 100%
3-A3 $11,632,000 3.51%(3) 100%
3-A4 $19,223,000 3.87%(3) 100%
3-A5 $16,568,000 4.195%(3) 100%
3-A6 $37,874,000 4.27%(3) 100%
3-A7 $400,000,000 4.52%(3) 100%
3-A8 (4) 4.52%(4) 100%
3-AX (4) 4.52%(4) 100%
3-PAX (4) 4.52%(4) 100%
4-A $140,064,000 4.05%(3) 100%
4-AX (4) 4.05%(4) 100%
5-A $112,211,000 5.07%(3) 100%
5-AX (4) 5.07%(4) 100%
5-PAX (4) 5.07%(4) 100%
6-A $64,849,000 Adjustable(2) 100%
7-A $137,434,000 Adjustable(2) 100%
8-A1 $150,000,000 4.60%(3) 100%
8-A2 $55,423,000 Adjustable(2) 100%
8-AX (4) 4.60%(4) 100%
B1-I $3,198,000 Adjustable(2) 100%
B1-I-X (4) Adjustable(2)(4) 100%
B2-I $2,232,000 Adjustable(2) 100%
B2-I-X (4) Adjustable(2)(4) 100%
B1-II $38,157,000 Adjustable(2) 100%
B1-II-X (4) Adjustable(2)(4) 100%
B2-II $12,010,000 Adjustable(2) 100%
B2-II-X (4) Adjustable(2)(4) 100%
B3 $8,331,000 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 3-A1, Class 3-A2, Class 3-A3, Class 3-A4, Class 3-A5, Class 3-A6
and Class 3-A7 Certificates will bear interest based on the interest rate
specified above on or before the distribution date in September 2008,
subject to adjustment as described in the prospectus supplement. Beginning
with the distribution date in October 2008, the Class 3-A1, Class 3-A2,
Class 3-A3, Class 3-A4, Class 3-A5, Class 3-A6 and Class 3-A7 Certificates
will bear interest at the Net WAC for pool 3 as described in the prospectus
supplement. The Class 4-A Certificates will bear interest based on the
interest rate specified above on or before the distribution date in
September 2008, subject to adjustment as described in the prospectus
supplement. Beginning with the distribution date in October 2008, the Class
4-A Certificates will bear interest at the Net WAC for pool 4 as described
in the prospectus supplement. The Class 5-A Certificates will bear interest
based on the interest rate specified above on or before the distribution
date in September 2010, subject to adjustment as described in the
prospectus supplement. Beginning with the distribution date in October
2010, the Class 5-A Certificates will bear interest at the Net WAC for pool
5, as described in the prospectus supplement. The Class 8-A1 Certificates
will bear interest based on the interest rate specified above on or before
the distribution date in August 2008, subject to adjustment as described in
the prospectus supplement. Beginning with the distribution date in
September 2008, the Class 8-A1 Certificates will bear interest at the Net
WAC for pool 8 as described in the prospectus supplement.
(4) The Class 3-A8, Class 3-AX, Class 3-PAX, Class 4-AX, Class 5-AX, Class
5-PAX, Class 8-AX, Class B1-I-X , Class B2-I-X, Class B1-II-X and Class
B2-II-X 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 $50,396,570, $55,118,742,
$39,000,535, $30,562,875, $ 3,344,653, $3,136,364, $789,880, $3,198,000,
$2,232,000, $38,157,000 and $12,010,000, respectively). The interest rate
specified above for each of the Class 3-AX, Class 3-PAX, Class 5-AX and
Class 5-PAX Certificates is subject to adjustment as described in the
prospectus supplement. After the distribution date in September 2008, the
Class 3-A8, Class 3-AX and Class 3-PAX Certificates will no longer be
entitled to receive distributions of any kind. After the distribution date
in September 2008, the Class 4-AX Certificates will no longer be entitled
to receive distributions of any kind. After the distribution date in
September 2010, the Class 5-AX and Class 5-PAX Certificates will no longer
be entitled to receive distributions of any kind. After the distribution
date in August 2008, the Class 8-AX Certificates will no longer be entitled
to receive distributions of any kind. After the distribution date in
December 2008, the Class B1-II-X and Class B2-II-X Certificates will no
longer be entitled to receive distributions of any kind.
