STRUCTURED ASSET SECURITIES CORPORATION MORTGAGE LOAN TRUST 2002-9 MORTGAGE- BACKED NOTES, SERIES 2002-9 TERMS AGREEMENT
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE LOAN TRUST 2002-9
MORTGAGE-BACKED NOTES, SERIES 2002-9
Dated: April 25, 2002
To:
Structured Asset Securities Corporation, as Depositor under the Sale and Servicing Agreement dated as of April 1, 2002 (the "Sale and Servicing Agreement").
Re:
Underwriting Agreement (Standard Terms for Notes) dated as of April 25, 2002 (the "Standard Terms," and together with this Terms Agreement, the "Agreement").
Series Designation: Series 2002-9.
Terms of the Series Notes: Structured Asset Securities Corporation Mortgage Loan Trust 2002-9 Mortgage-Backed Notes, Series 2002-9, Class A1, Class A2 (together, the "Class A Notes"), Class M1, Class M2, Class B1 and Class B2 (collectively, the "Notes") will evidence, in the aggregate, all of the notes issued by Structured Asset Securities Corporation Mortgage Loan Trust 2002-9 (the "Trust") pursuant to an Indenture dated as of April 1, 2002 (the "Indenture") between the Trust and JPMorgan Chase Bank, as indenture trustee. The Notes are secured by the assets of the Trust which consist of a pool of conventional, adjustable- and fixed-rate, first lien residential mortgage loans (the "Mortgage Loans") and certain other assets (together, the "Collateral"). The Trust will issue the Notes and a single class of residual interest certificates (together with the Notes, the "Securities"). Only the Notes are being sold pursuant to the terms hereof.
Registration Statement: File Number 333-82904.
Note Ratings: It is a condition of Closing that at the Closing Date the Class A Notes be rated "AAA" by Standard & Poor's Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc. ("S&P") and "Aaa" by Xxxxx'x Investors Service, Inc. ("Xxxxx'x"); the Class M1 Notes be rated "AA" by S&P and "Aa2" by Moody's; the Class M2 Notes be rated "A" by S&P and "A2" by Moody's; the Class B1 Notes be rated by "BBB" by S&P and "Baa2" by Moody's; and the Class B2 Notes be rated "BBB" by S&P and "Baa3" by Moody's.
Terms of Sale of the Notes: The Depositor agrees to sell to Xxxxxx Brothers Inc. ("Xxxxxx Brothers" or the "Underwriter") and Xxxxxx Brothers agrees to purchase from the Depositor the Notes in the principal amounts and prices set forth beneath its name on Schedule 1. The purchase price for each class of Notes shall be the applicable Purchase Price Percentage set forth in Schedule 1 plus accrued interest at the applicable initial interest rate per annum from and including the Cut-off Date up to, but not including, the Closing Date.
The Underwriter will offer the Notes 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 25, 2002. On the Closing Date, the Depositor will deliver the Notes to the Underwriter against payment therefor.
Counsel: XxXxx Xxxxxx LLP will act as counsel for the Underwriter.
Closing; Notice Address: Notwithstanding anything to the contrary in the Standard Terms, the Closing shall take place at the offices of the Underwriter, located at 000 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and any notices delivered to each of the Underwriter and the Depositor shall be delivered to it at 000 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
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: /s/ Xxxxxxx X. Xxxxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxxxx
Title:
Senior Vice President
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxxxx
Title:
Vice President
Schedule 1
Class | Initial Note | Note | Purchase Price |
A1 | $381,668,000 | Adjustable(2) | 99.75% |
A2 | 195,745,000 | Adjustable(2) | 99.75% |
M1 | 7,441,000 | Adjustable(2) | 98.75% |
M2 | 5,953,000 | Adjustable(2) | 98.75% |
B1 | 4,465,000 | Adjustable(2) | 99.75% |
B2 | 10,000,000 | 9.00% | 99.75% |
____________
(1)
These balances are approximate, as described in the prospectus supplement.
(2)
The Class A1, Class A2, Class M1, Class M2 and Class B1 Notes will accrue interest based on one-month LIBOR plus a specified margin, subject to limitation, as described in the prospectus supplement.
(3)
Exclusive of accrued interest, as a product of Initial Note Principal Amount.
