EXHIBIT 1.1
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001-8A
TERMS AGREEMENT
Dated: May 30, 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 2001-8A.
Terms of the Series 2001-8A Certificates: Structured Asset Securities
Corporation, Series 2001-8A Mortgage Pass-Through Certificates, Class 1-A1,
Class 1-A2, Class 1-A3, R-I, Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4,
Class 2-A5, Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A4, Class 3-A5, Class
4-A1, Class 4-A2, Class R-II, Class B1-I, Class B1-I-X, Class B2-I, Class
B3-I, Class B4-I, Class B5-I, Class B6-I, Class B1-II, Class B2-II, Class
B3-II, Class B4-II, Class B5-II and Class B6-II (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 groups of mortgage loans. Group I: Fixed-Rate ALS Borrowers Advantage,
Group II: 5/1 ARMs, ALS Borrowers Advantage, Group III: 7/1 ARMs, ALS
Borrowers Advantage and Group IV: ARMs, Xxxxxxxxx Mortgage Home Loan Inc.
(Xxxxxxxxx"). The trust will issue 30 certificates: 22 classes will be
publicly offered and 8 classes will be privately offered (Classes 2-A2, 3-A2,
B4-I, B5-I, B6-I, B4-II, B5-II, and B6-II will be privately offered.) The
trust will issue 13 classes of subordinate bonds: Class B1-I, B1-I-X, B2-I,
B3-I, B4-I, B5-I, B6-I and Class B1-II, B2-II, B3-II, B4-II, B5-II, B6-II.
Class B with an "I" designation will support the Senior Bonds issued off
collateral groups I, II and III and will be cross-collateralized for these
three groups for payments of principal, interest and allocation of losses.
Class B with an "II" designation will support the Senior Bonds issued from
collateral group IV. Class B-I Subordinate Bonds will not provide credit
support for Group IV and B-II Subordinate Bonds will not provide credit
support for Group I, II or III, except to a limited extent with respect to
Special Hazard Losses. Collateral Group IV will be Master Serviced by
Washington Mutual Mortgage Securities ("WMMS"), and Collateral Groups I, II,
and III will be Master Serviced by Aurora Loan Services, Inc. ("ALS"). Bank
One will act as Trustee for the transaction and Chase Manhattan Bank will act
as the Securities Administrator. The Class 2-A1 and Class 3-A1 are subject to
an Optional Purchase by the holder of the Class 2-A2 and Class 3-A2
respectively, on the related Call Date, as described on page 8 of the Terms
Sheet. Certificates issued off collateral groups I, II and III will be subject
to a 1% Clean up Call based on the aggregate Cut-Off Date Balance.
Certificates issued off collateral group IV will be subject to a 5% Clean up
Call that will be based on the aggregate Cut-Off Date Balance of the
collateral group IV.
Registration Statement: File Number 333-35026.
Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class 1-A1, Class 1-A2, Class 1-A3, R-I, Class 2-A1, Class 2-A2, Class 2-A3,
Class 2-A4, Class 2-A5, Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A4, Class
3-A5, Certificates be rated "AAA" by each of Standard & Poor's Rating Services
("S&P") and Fitch, Inc. ("Fitch") (collectively, the "Rating Agencies"); the
Class 4-A1, Class 4-A2 and Class R-II Certificates be rated "AAA" by S&P; the
Class B1-I and the Class B1-I-X Certificates be rated "AA" by Fitch; the Class
B1-II Certificates be rated "AA" by S&P; the Class B2-I Certificates be rated
"A" by Fitch; the Class B2-II Certificates be rated "A" by S&P; the Class B3-I
Certificates be rated "BBB" by Fitch; the Class B3-II Certificates be rated
"BBB" by S&P; the Class B4-I Certificates be rated "BB" by Fitch; the Class
B4-II Certificates be rated "BB" by S&P; the Class B5-I Certificates be rated
"B" by Fitch and the Class B5-II Certificates be rated "B" by S&P.
Terms of Sale of Offered Certificates: The Depositor agrees to sell to Xxxxxx
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: May 1, 2001.
Closing Date: 10:00 A.M., New York time, May 30, 2001. On the Closing Date,
the Depositor will deliver the Offered Certificates to the Underwriter
against payment therefor for the account of the Underwriter.
Capitalized Terms: Capitalized terms used but not defined herein shall have
the meanings assigned to such terms in the Trust 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.
XXXXXX BROTHERS INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: Senior Vice President
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Schedule 1
Class
Principal Purchase Price
Class Amount(1) Initial Interest Rate Percentage
----- --------- --------------------- ----------
1-A1............................ $109,713,000 8.00%(2) 102.75%
1-A2............................ 509,351 0.00%(3) 65.00%
1-A3............................ (4) 8.00%(5) 8.05%
2-A1............................ 51,424,000 Adjustable(6) 99.75%
2-A3............................ (4) Adjustable(5)(6) 3.47%
2-A4............................ 958,956 0.00%(3) 65.00%
2-A5............................ (4) 8.00%(5) 7.65%
3-A1............................ 46,757,000 Adjustable(6) 99.75%
3-A3............................ (4) Adjustable(5)(6) 3.48%
3-A4............................ 437,202 0.00%(3) 65.00%
3-A5............................ (4) 8.00%(5) 7.97%
4-A1............................ 263,356,000 Adjustable(6) 99.82%
4-A2............................ (4) 0.30%(7) 99.82%
B1-I............................ 4,158,000 7.00%(9) 97.06%
B1-I-X.......................... (4) 1.00%(8) 2.19%
B2-I............................ 1,202,000 8.00%(9) 98.21%
B3-I............................ 655,000 8.00%(9) 93.91%
B1-II........................... 3,402,000 Adjustable(6) 99.82%
B2-II........................... 1,361,000 Adjustable(6) 99.82%
B3-II........................... 1,361,000 Adjustable(6) 99.82%
R-I............................. 100 8.00%(2) 95.00%
R-II............................ 100 Adjustable(6) 99.82%
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(1) These balances are approximate, as described in the Prospectus Supplement.
(2) The Class 1-A1 and Class R-1 will accrue interest on the interest rate
specified above.
(3) The Class 1-A2 Certificates will not be entitled to payments of interest.
The Class 2-A4 and Class 3-A4 Certificates will initially be principal
only certificates and will not be entitled to payments of interest on or
prior to the Distribution Date in October 2004 and June 2006,
respectively. The Class 2-A4 will begin to accrue interest at the Net WAC
for pool 2 starting with the Accrual Period in October 2004, and the
Class 3-A4 will begin to accrue interest at the Net WAC for pool 3
starting with the Accrual Period in June 2006, as described in the
Prospectus Supplement.
(4) The Class 1-A3, Class 2-A3, Class 2-A5, Class 3-A3, Class 3-A5, Class
4-A2 and Class B1-I-X 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.
(5) The Class 1-A3 will be interest only Certificates; they will not be
entitled to payments of principal and will accrue interest at interest
rate of 8.00% per annum based on a notional amount, as described in this
prospectus supplement. The Class 2-A3 and Class 2-A5 will be interest
only Certificates; they will not be entitled to payments of principal and
will accrue interest at interest based on a notional amount until the
Distribution Date in October 2004, as described in the Prospectus
Supplement. The Class 3-A3 and Class 3-A5 will be interest only
Certificates; they will not be entitled to payments of principal and will
accrue interest at interest based on a notional amount until the
Distribution Date in June 2006, as described in the Prospectus
Supplement. After the Distribution Date in October 2004, the Class 2-A3
and Class 2-A5 Certificates will no longer be entitled to receive
distributions of any kind. After the Distribution Date in June 2006, the
Class 3-A3 and Class 3-A5 Certificates will no longer be entitled to
receive distributions of any kind.
(6) The Class 2-A1, 2-A3, 3-A1, 3-A3, 4-A1, B1-II, B2-II, B3-II and R-II
Certificates will accrue interest based on an adjustable interest rate,
as described in the Prospectus Supplement.
(7) The Class 4-A2 will be interest only Certificates; they will not be
entitled to payments of principal and will accrue interest at interest
rate of 0.30% per annum based on a notional amount, as described in the
Prospectus Supplement.
(8) The Class B1-I-X will be interest only Certificates; they will not be
entitled to payments of principal and will accrue interest at interest
rate of 1.00% per annum based on a notional amount until the Distribution
Date in October 2004, as described in the Prospectus Supplement. After
the Distribution Date in October 2004, the Class B1-I-X Certificates will
no longer be entitled to receive distributions of any kind.
(9) The Class B1-I Certificates will accrue interest based on an interest
rate of 7.00% per annum, until the end of the Accrual Period in September
2004. The Class B2-I and Class B3-I Certificates will accrue interest
based on an interest rate of 8.00% per annum, until the end of the
Accrual Period in September 2004. Beginning with the Accrual Period in
October 2004, the Class B1-I, Class B2-I and Class B3-I Certificates will
accrue interest at the weighted average of the Group 1 Subordinate
Underlying Rate, Group 2 Subordinate Underlying Rate and Group 3
Subordinate Underlying Rate weighted on the basis of the Group
Subordinate Amount for each such Mortgage Pool, as described in the
Prospectus Supplement.
