Terms Agreement for Sale of Mortgage Pass-Through Certificates, Series 2002-27A, between Structured Asset Securities Corporation and Lehman Brothers Inc.

Summary

Structured Asset Securities Corporation agrees to sell specific classes of its Series 2002-27A Mortgage Pass-Through Certificates to Lehman Brothers Inc., who will act as the underwriter and purchase these certificates at set prices. The certificates represent interests in a trust fund backed by pools of residential mortgage loans. The agreement specifies the classes, amounts, interest rates, and purchase prices, as well as required credit ratings and key dates. Certain certificates will only receive interest payments and will cease distributions after specified dates. The transaction is set to close on or about December 30, 2002.

EX-1.1 3 e90785_ex1-1.txt TERMS AGREEMENT EXHIBIT 1.1 STRUCTURED ASSET SECURITIES CORPORATION MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-27A TERMS AGREEMENT Dated: December 23, 2002 To: Structured Asset Securities Corporation, as Depositor under the Trust Agreement dated as of December 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 2002-27A. TERMS OF THE SERIES 2002-27A CERTIFICATES: Structured Asset Securities Corporation, Series 2002-27A Mortgage Pass-Through Certificates, Class 1-A, 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, Class B2, Class B3, Class B4, Class B5, Class B6, 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 four pools of adjustable rate, conventional, first lien, residential mortgage loans (the "Mortgage Loans"). Only the Class 1-A, 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, Class B2, 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-A, 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 McGraw-Hill Companies, Inc. ("S&P") and Fitch, Inc. ("Fitch"); the Class B1 Certificates be rated "AA" by S&P; the Class B2 Certificates be rated "A" by S&P and the Class B3 Certificates 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 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: December 1, 2002. CLOSING DATE: 10:00 A.M., New York time, on or about December 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. 2 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. LEHMAN BROTHERS INC. By: ___________________________ Name: Michael C. Hitzmann Title: Vice President Accepted: STRUCTURED ASSET SECURITIES CORPORATION By: ___________________________ Name: Michael C. Hitzmann Title: Vice President SCHEDULE 1 INITIAL CERTIFICATE PRINCIPAL CERTIFICATE PURCHASE PRICE CLASS AMOUNT(1) INTEREST RATE PERCENTAGE ----- -------------------- ------------- -------------- 1-A $29,615,000 Adjustable(2) 100% 2-A1 $299,778,000 Adjustable(2) 100% 2-A2 (3) 4.85(3) 100% 3-A1 $25,065,000 Adjustable(2) 100% 3-A2 (3) 5.45%(3) 100% 4-A1 $150,293,000 Adjustable(2) 100% 4-A2 (3) 5.35%(3) 100% 5-A1 $25,014,000 Adjustable(2) 100% 5-A2 (3) 5.45%(3) 100% B1 $13,868,000 Adjustable (2) 100% B2 $4,160,000 Adjustable(2) 100% B3 $2,773,000 Adjustable(2) 100% R $100 Adjustable(2) 100% - ---------- (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 2-A2, Class 3-A2, Class 4-A2 and Class 5-A2 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 approximately $46,439,868, $1,127,069, $8,652,258 and $372,660, respectively). After the Distribution Date in October 2007, the Class 2-A2 Certificates will no longer be entitled to receive distributions of any kind. After the Distribution Date in October 2007, the Class 3-A2 Certificates will no longer be entitled to receive distributions of any kind. After the Distribution Date in November 2009, the Class 4-A2 Certificates will no longer be entitled to receive distributions of any kind. After the Distribution Date in October 2007, the Class 5-A2 Certificates will no longer be entitled to receive distributions of any kind.