STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-8A
TERMS AGREEMENT
Dated: April 25, 2002
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of April 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 2002-8A.
Terms of the Series 2002-8A Certificates: Structured Asset Securities
Corporation, Series 2002-8A Mortgage Pass-Through Certificates, Class 1-A, Class
2-A, Class 3-A, Class 4-A1, Class 4-A2, Class 4-A3, Class 4-A4, Class 4-A5,
Class 5-A, Class 6-A, Class 7-A1, Class 7-A2, Class B1-I, Class B2-I, Class
B4-I, Class B5-I, Class B6-I, Class B1-II, Class B2-II, Class B4-II, Class
B5-II, Class B6-II, Class B3, Class P 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 seven
pools of adjustable rate, conventional, first lien, residential mortgage loans
(the "Mortgage Loans"). Only the Class 1-A, Class 2-A, Class 3-A, Class 4-A1,
Class 4-A2, Class 4-A3, Class 4-A4, Class 4-A5, Class 5-A, Class 6-A, Class
7-A1, Class 7-A2, Class B1-I, Class B2-I, Class B1-II, Class B2-II, Class B3 and
Class R Certificates (the "Offered Certificates") are being sold pursuant to the
terms hereof.
Registration Statement: File Number 333-82904.
Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class 1-A, Class 2-A, Class 3-A, Class 4-A1, Class 4-A2, Class 4-A3, Class 4-A4,
Class 4-A5, Class 5-A, Class 6-A, Class 7-A1, Class 7-A2 Certificates be rated
"AAA" by Fitch Ratings ("Fitch") and 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 Fitch and S&P, the "Rating Agencies"); the
Class R Certificate be rated "AAA" by Fitch and S&P; the Class B1-I and Class
B1-II Certificates be rated "AA" by Fitch and S&P; the Class B2-I and Class
B2-II Certificates be rated "A" by Fitch and S&P and the Class B3 Certificates
be rated "BBB" by Fitch and 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 froth
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: April 1, 2002.
Closing Date: 10:00 A.M., New York time, on or about April 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
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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. Xxxxxxxxxx
Title: Senior Vice President
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Schedule 1
Initial Certificate
Principal Certificate Purchase Price
Class Amount(1) Interest Rate Percentage
1-A $20,666,000 Adjustable(2) 100%
2-A 25,431,000 Adjustable(2) 100%
3-A 78,424,000 Adjustable(2) 100%
4-A1 182,921,000 5.85%(3) 100%
4-A2 50,000,000 5.85%(3) 100%
4-A3 1,250,000 5.85%(3) 100%
4-A4 1,227,390 0.00%(4) 100%
4-A5 (5) 5.85%(5) 100%
5-A 29,502,000 Adjustable(2) 100%
6-A 36,997,000 Adjustable(2) 100%
7-A1 399,029,000 Adjustable(2) 100%
7-A2 (5) 0.90%(5) 100%
B1-I 10,323,000 Adjustable(2) 100%
B2-I 4,937,000 Adjustable(2) 100%
B1-II 11,673,000 Adjustable(2) 100%
B2-II 5,306,000 Adjustable(2) 100%
B-3 5,452,000 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 4-A1, Class 2-A2 and Class 4A3 certificates will
accrue interest based on the interest rates specified above
util the end of the accrual period in February 2007, subject
to a maximum rate equal to the adjusted net WAC for pool 4.
Beginning with the accrual period in March 2007, the lass
4-A1, Class 2-A2 and Class 4A3 certificates will accrue
interest at the net WAC for pool 4, as described in the
prospectus supplement..
(4) The Class 4-A4 Certificates will initially be principal only
certificates and will not be entitled to payments of interest
on or prior to the distribution date in March 2007. Beginning
with the accrual period in March 2007, the Class 4-A4
certificates will accrue interest at the net WAC for pool 4,
as described in the prospectus supplement.
(5) The Class 4-A5 and Class 7-A2 Certificates will be
interest-only certificates; they will not be entitled to
payments of principal and will accrue interest on a notional
amount, as described in the prospectus supplement (the
initial notional amounts of these bonds will be $23,760,833
and $399,029,000. respectively). Beginning with the accrual
period in March 2007, the Class 4-A5 certificates will no
longer be entitled to receive distributions of any kind..
