EXHIBIT 1.1
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-21A
TERMS AGREEMENT
Dated: October 25, 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 2002-21A.
Terms of the Series 2002-21A Certificates: Structured Asset Securities
Corporation, Series 2002-21A Mortgage Pass-Through Certificates, Class 1-A1,
Class 1-A2, Class 1-A3, Class 2-A1, Class 2-A2, Class 3-A1, Class 3-A2, Class
4-A1, Class 4-A2, Class 5-A1, Class 5-A2, Class B1-I, Class B1-I-X, Class B2-I,
Class B2-I-X, Class B1-II, Class B2-II, 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 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 2-A1, Class 2-A2,
Class 3-A1, Class 3-A2, Class 4-A1, Class 4-A2, Class 5-A1, Class 5-A2, Class
B1-I, Class B1-I-X, Class B2-I, Class B2-I-X, Class B1-II, Class B2-II, Class B3
and Class R (the "Offered Certificates") are being sold pursuant to the terms
hereof.
Registration Statement: File Number 333-92140.
Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class 1-A1, Class 1-A2, Class 1-A3, Class 2-A1, Class 2-A2, Class 3-A1, Class
3-A2, Class 4-A1, Class 4-A2, Class 5-A1, Class 5-A2 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, Class B1-I-X and Class B1-II
Certificates be rated "AA" by S&P and "Aa2" by Moody's; the Class B2-I, Class
B2-I-X and Class B2-II Certificates be rated "A" by S&P and "A2" by Moody's and
the Class B3 Certificates be rated "BBB" by S&P and "Baa2" by Moody's.
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: 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
Underwriter against payment therefor for the account of the Underwriter.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
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:
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By:
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
Schedule 1
Initial Certificate
Principal Certificate Purchase Price
Class Amount(1) Interest Rate Percentage
----- --------- ------------- --------------
1-A1 $210,434,000 Adjustable(2) 100%
1-A2 (3) 0.52%(3) 100%
1-A3 $60,000,000 Adjustable(2) 100%
2-A1 $499,364,000 Adjustable(2) 100%
2-A2 (3) 4.81%(3) 100%
3-A1 $25,256,000 Adjustable(2) 100%
3-A2 (3) 5.70%(3) 100%
4-A1 $153,241,000 Adjustable(2) 100%
4-A2 (3) 5.15%(3) 100%
5-A1 $27,198,000 Adjustable(2) 100%
5-A2 (3) 6.20%(3) 100%
B1-I $7,705,000 Adjustable (2) 100%
B1-I-X (3) 0.50%(3) 100%
B2-I $4,071,000 Adjustable(2) 100%
B2-I-X (3) 0.50%(3) 100%
B1-II $11,525,000 Adjustable(2) 100%
B2-II $9,295,000 Adjustable(2) 100%
B3 $8,838,000 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 1-A2, Class 2-A2, Class 3-A2, Class 4-A2, Class 5-A2, Class
B1-I-X and Class B2-I-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
$210,434,000, $128,248,091, $5,848,723, $26,915,661, $891,399, $7,705,000
and $4,071,000, respectively). After the Distribution Date in March 2003,
the Class 1-A2 Certificates will no longer be entitled to receive
distributions of any kind. After the Distribution Date in August 2007, the
Class 2-A2 Certificates will no longer be entitled to receive distributions
of any kind. After the Distribution Date in March 2007, the Class 3-A2
Certificates will no longer be entitled to receive distributions of any
kind. After the Distribution Date in August 2009, the Class 4-A2
Certificates will no longer be entitled to receive distributions of any
kind. After the Distribution Date in May 2005, the Class 5-A2 Certificates
will no longer be entitled to receive distributions of any kind.
