Terms Agreement for Sale of Pass-Through Certificates, Series 2002-AL1, between Structured Asset Securities Corporation and Lehman Brothers Inc.

Summary

Structured Asset Securities Corporation agrees to sell specific classes of Series 2002-AL1 Pass-Through Certificates to Lehman Brothers Inc., who will act as the underwriter. The certificates represent interests in a trust fund backed by pools of loans, including those from the SBA Disaster Loan Program. The agreement sets out the purchase terms, ratings requirements, and closing details. The underwriter will offer the certificates to the public at varying prices. The transaction is scheduled to close on or about March 8, 2002.

EX-1.1 3 b317287_ex1-1.txt EXHIBIT 1.1 STRUCTURED ASSET SECURITIES CORPORATION PASS-THROUGH CERTIFICATES, SERIES 2002-AL1 TERMS AGREEMENT Dated: March 4, 2002 To: Structured Asset Securities Corporation, as Depositor, under the Trust Agreement dated as of February 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-AL1. Terms of the Series 2002-AL1 Certificates: Structured Asset Securities Corporation, Series 2002-AL1 Pass-Through Certificates, Class A1, Class A2, Class A3, Class AIO, Class APO, Class B1, Class B2, Class B3, Class B4, Class B5, Class B6 and Class O (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 three pools of loans, including mortgage loans and loans that are secured by non-real estate collateral or are unsecured, originated by the United States Small Business Administration's Disaster Loan Program. Only the Class A1, Class A2, Class A3, Class AIO, Class APO, Class B1, Class B2 and Class B3 Certificates (the "Offered Certificates") are being sold pursuant to the terms hereof. Registration Statement: File Number 333-82146. Certificate Ratings: It is a condition of Closing that at the Closing Date the Class A1, Class A2, Class A3, Class AIO and Class APO Certificates be rated "AAA" by Standard & Poor's Ratings Service, a division of The McGraw-Hill Companies, Inc. ("S&P") and Fitch Ratings ("Fitch"), and be rated "Aaa" by Moody's Investors Service, Inc. ("Moody's" and, together with S&P and Fitch, the "Rating Agencies"); the Class B1 Certificates be rated "AA" by S&P and Fitch and "Aa2" by Moody's; the Class B2 Certificates be rated "A" by S&P and Fitch and "A2" by Moody's; and the Class B3 Certificates be rated "BBB" by S&P and Fitch and "Baa2" by Moody's. 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: January 31, 2002. Closing Date: 10:00 A.M., New York time, on or about March 8, 2002. 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 Underwriters. 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/ Stanley Labanowski --------------------------------- Name: Stanley Labanowski Title: Senior Vice President Accepted: STRUCTURED ASSET SECURITIES CORPORATION By: /s/ Ellen V. Kiernan ---------------------------------- Name: Ellen V. Kiernan Title: Vice President Schedule 1

- ------------ (1) These amounts are approximate, as described in the prospectus supplement. (2) The Class AIO 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 APO Certificates will be principal-only certificates; they will not be entitled to payments of interest.