STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-40A
TERMS AGREEMENT
Dated: December 26, 2003
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of December 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 2003-40A.
Terms of the Series 2003-40A Certificates: Structured Asset Securities
Corporation, Series 2003-40A Mortgage Pass-Through Certificates, Class 1-A,
Class 2-A, Class 2-AX, Class 3-A1, Class 3-A2, Class 3-A3, Class 3-AX, Class
3-PAX, Class 4-A, Class 5-A, Class B1, Class B1-X, Class B2, Class B3, Class B4,
Class B5, Class B6, Class P-I, Class P-II, 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 five pools of adjustable rate, conventional, first lien,
residential mortgage loans (the "Mortgage Loans"). Only the Class 1-A, Class
2-A, Class 2-AX, Class 3-A1, Class 3-A2, Class 3-A3, Class 3-AX, Class 3-PAX,
Class 4-A, Class 5-A, Class B1, Class B1-X, Class B2, 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 2-AX, Class 3-A1, Class 3-A2, Class 3-AX, Class
3-PAX, Class 4-A, Class 5-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 3-A3 be rated "AAA" by S&P; the Class B1 and Class B1-X
Certificates be rated "AA" by S&P; the Class B2 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: December 1, 2003.
Closing Date: 10:00 A.M., New York time, on or about December 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.
[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
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Initial Certificate
Principal Certificate Purchase Price
Class Amount(1) Interest Rate Percentage
----- --------- ------------- ----------
1-A $135,111,000 Adjustable(2) 100%
2-A $149,989,000 4.20%(3) 100%
2-AX (4) 4.20%(4) 100%
3-A1 $297,000,000 4.62%(3) 100%
3-A2 $119,828,000 4.51%(3) 100%
3-A3 $5,643,000 4.62%(3) 100%
3-AX (4) 4.50%(4) 100%
3-PAX (4) 4.50%(4) 100%
4-A $57,353,000 Adjustable(2) 100%
5-A $23,179,000 Adjustable(2) 100%
B1 $30,211,000 Adjustable(2) 100%
B1-X (4) Adjustable(2) 100%
B2 $7,551,000 Adjustable(2) 100%
B3 $4,194,000 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 2-A Certificates will bear interest based on the interest rate
specified above on or prior to the distribution date in October 2008,
subject to a maximum rate equal to the Net WAC for pool 2. Beginning with
the distribution date in November 2008, the Class 2-A Certificates will
bear interest at the Net WAC for pool 2, as described in the prospectus
supplement. The Class 3-A1, Class 3-A2 and Class 3-A3 Certificates will
accrue interest based on the interest specified above on or prior to the
distribution date in October 2008, subject to adjustment as described in
the prospectus supplement. Beginning with the distribution date in November
2008, the Class 3-A1, Class 3-A2 and Class 3-A3 Certificates will bear
interest at the Net WAC for pool 3, as described in the prospectus
supplement.
(4) The Class 2-AX, Class 3-AX, Class 3-PAX, and Class B1-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 $28,521,796, $44,927,109, $32,352,830 and $30,211,000,
respectively). With respect to any distribution date on or prior to October
2008, the amount of interest payable to each of the Class 3-AX and Class
3-PAX Certificates is subject to adjustment as described in the prospectus
supplement. After the distribution date in October 2008, the Class 2-AX,
Class 3-AX, Class 3-PAX and Class B1-X Certificates will no longer be
entitled to receive distributions of any kind.
