Exhibit 1.1
AMORTIZING RESIDENTIAL COLLATERAL TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001-BC3
TERMS AGREEMENT
Dated: May 9, 2001
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of May 1, 2001 (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 2001-BC3.
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Terms of the Series 2001-BC3 Certificates: Amortizing Residential Collateral
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Trust Mortgage Pass-Through Certificates, Series 2001-BC3, Class A, Class A-IO,
Class M1, Class M2, Class B, Class P, Class X 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
2,630 conventional, first lien, fixed and adjustable rate, fully amortizing and
balloon, residential mortgage loans (the "Mortgage Loans") having a Scheduled
Principal Balance as of the Cut-off Date of $317,975,673.09. Only the Class A,
Class A-IO, Class M1, Class M2 and Class B (the "Offered Certificates") are
being sold pursuant to the terms hereof.
Registration Statement: File Number 333-35026.
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Certificate Ratings: It is a condition to the issuance of the Class A and Class
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A-IO Certificates that they be rated "Aaa" by Xxxxx'x Investors Service, Inc.
("Moody's") and "AAA" by Fitch, Inc. ("Fitch") and Standard & Poor's Rating
Services, a division of The XxXxxx-Xxxx Companies, Inc. ("S&P," and together
with Moody's and Fitch, the "Rating Agencies"). It is a condition to the
issuance of the Class M1 Certificates that they be rated "Aa2" by Moody's and
"AA" by Fitch and S&P. It is a condition to the issuance of the Class M2
Certificates that they be rated "A2" by Moody's and "A" by Fitch S&P. It is a
condition to the issuance of the Class B Certificates that they be rated "Baa1"
by Moody's and "BBB+" by Fitch.
Terms of Sale of Offered Certificates: The Depositor agrees to sell to Xxxxxx
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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 (in the case of the Class A-IO Certificates) 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: April 1, 2001.
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Closing Date: 10:00 A.M., New York time, on or about May 11, 2001. On the
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Closing Date, the Depositor will deliver the Offered Certificates to the
Underwriter against payment therefor for the account of the Underwriter.
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 Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
Schedule 1
Initial Certificate Purchase
Principal (or Notional) Certificate Price
Class Amount(1) Interest Rate Percentage
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Class A 298,897,000 (2) 100.00%
Class A-IO 85,853,432 (3) 100.00%
Class M1 8,744,000 (2) 100.00%
Class M2 7,154,000 (2) 100.00%
Class B 3,180,000 (2) 100.00%
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(1) Approximate.
(2) Interest will accrue on the Class X, X0, X0 and B Certificates based upon
one-month LIBOR plus a specified margin, subject to limitation, as
described in the Prospectus Supplement.
(3) The Class A-IO Certificates are 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.
