EXHIBIT 1.1
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-33H
TERMS AGREEMENT
Dated: October 29, 2003
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of October 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 2003-33H.
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Terms of the Series 2003-33H Certificates: Structured Asset Securities
Corporation, Series 2003-33H Mortgage Pass-Through Certificates, Class 1A1,
Class 1A-IO, Class 1A-PO, Class 2A1, Class 2A-IO, Class 1B1, Class 1B2, Class
2B1, Class 2B2, Class B3, Class B4, Class B5, Class B6 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 two pools of fixed and adjustable rate, conventional, first
lien, residential mortgage loans (the "Mortgage Loans"). Only the Class 1A1,
Class 1A-IO, Class 1A-PO, Class 2A1, Class 2A-IO, Class 1B1, Class 1B2, Class
2B1, Class 2B2 and Class B3 (the "Offered Certificates") are being sold pursuant
to the terms hereof.
Registration Statement: File Number 333-106925.
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Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class 1A1, Class 1A-IO, Class 1A-PO, Class 2A1, Class 2A-IO and Class R
Certificates be rated "AAA" by Fitch, Inc. ("Fitch") and "AAA" by Standard &
Poor's, a division of the XxXxxx-Xxxx Companies ("S&P"), and "Aaa" by Xxxxx'x
Investors Service, Inc. ("Xxxxx'x" and together with Fitch and S&P, the "Rating
Agencies"); the Class 1B1 Certificate and 2B1 Certificate be rated "AA" by Fitch
and by S&P, and "Aa2" by Xxxxx'x; the Class 1B2 and Class 2B2 Certificates be
rated "A" by Fitch and by S&P, and "A2" by Xxxxx'x; and the Class B3
Certificates be rated "BBB" by Fitch and 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, 2003.
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Closing Date: 10:00 A.M., New York time, on or about October 31, 2003. On the
Closing Date, the Depositor will deliver the Offered Certificates to the
Underwriter against payment therefor for the account of the Underwriter.
1-PH/1882283.3 SASCO 2003-33H Terms Agreement
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: Xxxxxxxx Xxxxxx
Title: Senior Vice President
Accepted:
STRUCTURED ASSET SECURITIES CORPORATION
By:
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Name: Xxxxxxxx Xxxxxx
Title: Senior Vice President
Schedule 1
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Initial Certificate
Principal Certificate Purchase Price
Class Amount(1) Interest Rate Percentage
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1A1 $252,303,000 5.50% 100%
1A-IO (2) 1.00% 100%
1A-PO $3,475,429 0.00%(3) 100%
2A1 $36,027,000 4.50%(4) 100%
2A-IO (2) 1.00% 100%
1B1 $2,506,000 5.50% 100%
1B2 $2,243,000 5.50% 100%
2B1 $353,000 Variable(5) 100%
2B2 $316,000 Variable(5) 100%
B3 $1,055,088 Variable(6) 100%
R $100 5.50% 100%
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(1) These balances are approximate, as described in the prospectus supplement.
(2) The Class 1A-IO and Class 2A-IO 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.
(3) The Class 1A-PO Certificates will be principal-only certificates; they
will not be entitled to payments of interest.
(4) The Class 2A1 Certificates will accrue interest at the interest rate
specified above, subject to a maximum rate equal to the Net WAC for Pool
2.
(5) These certificates will accrue interest based on Net Wac of Pool 2, as
described in the Prospectus Supplement.
(6) These certificates will accrue interest based on the adjustable interest
rates, as described in the Prospectus Supplement.
