EX-1 3 m72844.htm EXHIBIT 1.1 Exhibit 1.1

STRUCTURED ASSET SECURITIES CORPORATION

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-8

TERMS AGREEMENT

Dated:  March 24, 2003

To:

Structured Asset Securities Corporation, as Depositor, under the Trust Agreement dated as of March 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 2003-8.

Terms of the Series 2003-8 Certificates:  Structured Asset Securities Corporation, Series 2003-8 Mortgage Pass-Through Certificates, Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5, Class 1-A6 , Class 1-AX, Class 1-AP, Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6 , Class 2-A7, Class 2-A8, Class 2-A9, Class 2-A10, Class 2-A11, Class 2-A12, Class 2-A13, Class 2-AX, Class 2-PAX, Class 2-AP, Class 1B1, Class 2B1, Class 1B2, Class 2B2, Class B3, Class 1B4, Class 2B4, Class 1B5, Class 2B5, Class 1B6, Class 2B6, Class E, Class P and Class R Certificates (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 rate, conventional, fully amortizing, first lien, residential mortgage loans (the “Mortgage Loans”).  Only the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5, Class 1-A6, Class 1-AX, Class 1-AP, Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class 2-A8, Class 2-A9, Class 2-A10, Class 2-A11, Class 2-A12, Class 2-A13, Class 2-AX, Class 2-PAX, Class 2-AP (collectively, the “Class A Certificates”), Class 1B1, Class 1B2, Class 2B1, Class 2B2, Class B3 and Class R Certificates (the “Offered Certificates”) are being sold pursuant to the terms hereof.

Registration Statement:

File Number 333-102489.

Certificate Ratings:

It is a condition of Closing that at the Closing Date the Class A Certificates be rated “Aaa” by Moody’s Investors Service, Inc. (“Moody’s) and “AAA” by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”, and together with Moody’s, the “Rating Agencies”).  It is a condition to the issuance of the Class R Certificate that it be rated “Aaa” by Moody’s and “AAA” by S&P.  It is a condition to the issuance of the Class 1B1 and Class 2B1 Certificates that they be rated “AA” by S&P.  It is a condition to the issuance of the Class 1B2 and Class 2B2 Certificates that they be rated “A” by S&P.  It is a condition to the issuance of the Class B3 Certificates that they be rated “BBB” by S&P.

Terms of Sale of Offered Certificates:  The Depositor agrees to sell to Lehman 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 Cut-off 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:  March 1, 2003.

Closing Date:  10:00 A.M., New York time, on or about March 28, 2003.  On the Closing Date, the Depositor will deliver the Offered Certificates to the Underwriter against payment therefor for the account of the Underwriter.

Counsel:  McKee Nelson 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 counsel for the Representative, McKee Nelson LLP, 1919 M Street N.W., Washington, DC 20036, and any notices delivered to each of the Underwriter, the Representative and the Depositor shall be delivered to it at 745 Seventh Avenue, 7th Floor, New York, New York  10019.


 

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.

LEHMAN BROTHERS INC.



By: /s/ Joseph J. Kelly                        

Name: Joseph J. Kelly

Title:   Senior Vice President


Accepted:


STRUCTURED ASSET SECURITIES

CORPORATION



By:   /s/ Ellen V. Kiernan                     

Name: Ellen V. Kiernan

Title:   Senior Vice President


 

Schedule 1


Class

Initial Certificate

Principal Amount

or Initial Notional

      Amount      (1)

Certificate

Interest Rate

Purchase Price

Percentage

1-A1


$ 74,948,000

2.79%

100%

1-A2


$ 51,067,000

5.00%

100%

1-A3


$ 25,000,000

5.00%

100%

1-A4


$ 45,393,000

5.00%

100%

1-A5(2)


$          1,000

5.00%

100%

1-A6


(3)

5.00%

100%

1-AX


(3)

5.00%

100%

1-AP


$      679,945

0.00%(4)

100%

2-A1


$ 69,221,000

3.80%

100%

2-A2


$ 25,000,000

5.00%

100%

2-A3


$ 42,326,000

5.00%

100%

2-A4(2)


$          1,000

5.00%

100%

2-A5


$125,000,000

4.75%

100%

2-A6


$  25,000,000

5.00%

100%

2-A7


$  26,090,000

5.75%

100%

2-A8


$  25,000,000

6.50%

100%

2-A9


$101,071,000

Adjustable(5)

100%

2-A10


$  17,582,000

5.75%

100%

2-A11


$       781,000

5.75%

100%

2-A12


(3)

5.00%

100%

2-A13


(3)

Adjustable(5)

100%

2-AX


(3)

5.75%

100%

2-PAX


(3)

5.75%

100%

2-AP


$   1,462,879

0.00%(4)

100%

1B1


$      599,000

5.00%

100%

1B2


$      899,000

5.00%

100%

2B1


$ 11,972,000

5.75%

100%

2B2


$   3,112,000

5.75%

100%

B3


$   2,893,000

Variable(6)

100%

R


$             100

5.00%

100%

    


____________

(1)

These balances are approximate, as described in the prospectus supplement.

(2)

The amount of interest accruing on the Class 1-A5 and Class 2-A4 Certificates will not be payable to the holders of these classes until such time as described in the prospectus supplement under “Description of the Certificates — Allocation of Accrual Amounts.

(3)

The Class 1-A6, Class 1-AX, Class 2-A12, Class 2-A13, Class 2-AX and Class 2-PAX Certificates will be interest-only certificates; they will not be entitled to payments of principal and will accrue interest on their notional amounts, as described in the prospectus supplement.

(4)

The Class 1-AP and Class 2-AP Certificates will be principal-only certificates; they will not be entitled to payments of interest.

(5)

The Class 2-A9 and Class 2-A13 Certificates will accrue interest based on a adjustable interest rates, as described in the prospectus supplement.

(6)

The Class B3 Certificates will accrue interest based on a variable interest rate, as described in the prospectus supplement.