EXECUTION
CENDANT MORTGAGE CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001-6
TERMS AGREEMENT
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Dated: June 29, 2001
To: Structured Asset Securities Corporation, as Depositor, under the Trust
Agreement dated as of June 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 2001-6.
Terms of the Series 2001-6 Certificates: Cendant Mortgage Corporation, Series
2001-6 Mortgage Pass-Through Certificates, Class 1-A1, Class 1-A2, Class 1-A3,
Class 1-A4, Class 1-A5, Class 1-A6, Class 1-A7, Class 1-A8, Class 1-A9, Class
1-A1O, Class 2-A1, Class 2-A2, Class 2-AP, Class 2-AX, Class 2-A3, Class 3-A,
Class 3-AP, Class 3-AX, Class B1, Class B2, Class B3, Class B4, Class B5, Class
B6 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 three pools of fixed rate, fully amortizing,
conventional, 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-A7, Class 1-A8, Class 1-A9, Class 1-A1O, Class 2-A1, Class 2-A2, Class
2-AP, Class 2-AX, Class 2-A3, Class 3-A, Class 3-AP, Class 3-AX, Class B1, Class
B2, Class B3 and Class R Certificates (the "Offered Certificates") are being
sold pursuant to the terms hereof.
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, Class 1-A4, Class 1-A5, Class 1-A6, Class
1-A7, Class 1-A8, Class 1-A9, Class 1-A1O, 2-A1, Class 2-A2, Class 2-AP, Class
2-AX, Class 2-A3, Class 3-A, Class 3-AP and Class 3-AX Certificates be rated
"AAA" by Fitch, Inc. ("Fitch"), and rated "Aaa" by Xxxxx'x Investors Service,
Inc. ("Moody's" and collectively the "Rating Agencies"); the Class R Certificate
be rated "AAA" by Fitch and "Aaa" by Xxxxx'x; the Class B1 Certificates be rated
"AA" by Fitch; the Class B2 Certificates be rated "A" by Fitch; and the Class B3
Certificates be rated "BBB" by Fitch.
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: June 1, 2001.
Closing Date: 10:00 A.M., New York time, on or about June 29, 2001. On the
Closing Date, the Depositor will deliver the Offered Certificates to the
Underwriter against payment therefor for the account of the Underwriter.
2
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/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
Accepted:
STRUCTURED ASSET SECURITIES CORPORATION
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Vice President
Schedule 1
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Initial Class
Principal Purchase
Certificate (or Notional) Price
Class Designation Interest Rate Amount (1) Percentage
----------------- ------------- ---------- ----------
Class 1-A1 5.95% $101,600,000 100%
Class 1-A2 6.50% $ 16,059,000 100%
Class 1-A3 7.00% (2) 100%
Class 1-A4 6.10% $ 42,000,000 100%
Class 1-A5 (3) $ 56,785,005 100%
Class 1-A6 7.00% $ 8,312,000 100%
Class 1-A7 7.00% $ 2,000,000 100%
Class 1-A8 6.30% $ 25,000,000 100%
Class 1-A9 6.30% $ 15,000,000 100%
Class 1-A10 6.75% $ 20,000,000 100%
Class 2-A1 6.50% $ 56,813,000 100%
Class 2-A2 6.50% $ 3,100,000 100%
Class 2-A3 6.50% $ 11,500,000 100%
Class 2-AP (4) 0.00% $ 1,283,855 100%
Class 2-AX 6.50% (2) 100%
Class 3-A 6.50% $ 70,227,000 100%
Class 3-AP (4) 0.00% $ 1,592,588 100%
Class 3-AX 6.50% (2) 100%
Class B1 (5) $ 6,684,000 100%
Class B2 (5) $ 2,673,000 100%
Class B3 (5) $ 2,005,000 100%
Class R 7.00% $ 100 100%
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(1) These balances are approximate, as described in the prospectus supplement.
(2) The Class 1-A3, 2-AX and 3-AX Certificates will have no principal amount;
they will accrue interest on a notional amount, as described in the
prospectus supplement.
(3) The Class 1-A5 Certificates will consist of six components having the
characteristics described in the prospectus supplement.
(4) The Class 2-AP and Class 3-AP Certificates will be principal-only
certificates; they will not be entitled to payments of interest.
(5) The "Average Rate," as described in the prospectus supplement..