EXHIBIT 1.1
EXECUTION
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001-15A
TERMS AGREEMENT
Dated: September 26, 2001
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of September 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 2001-15A.
Terms of the Series 2001-15A Certificates: Structured Asset Securities
Corporation, Series 2001-15A Mortgage Pass-Through Certificates, Class 1-A1,
Class 1-A2, Class 2-A1, Class 2-A2, Class 2-A3, Class 3-A1, Class 3-A2, Class
3-A3, Class 3-A4, Class 4-A1, Class 4-A2, Class 5-A1, Class 5-A2, 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 five pools of adjustable rate, conventional, first lien
residential mortgage loans (the "Mortgage Loans"). Only the Class 1-A1, Class
1-A2, Class 2-A1, Class 2-A2, Class 2-A3, Class 3-A1, Class 3-A2, Class 3-A3,
Class 3-A4, Class 4-A1, Class 4-A2, Class 5-A1, Class 5-A2, 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 333-63602.
Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class 1-A1, Class 1-A2, Class 2-A1, Class 2-A2, Class 2-A3, Class 3-A1, Class
3-A2, Class 3-A3, Class 3-A4, Class 4-A1, Class 4-A2, Class 5-A1 and Class 5-A2
Certificates be rated "Aaa" by Xxxxx'x Investors Services, Inc. ("Moody's"), and
rated "AAA" by each of Standard & Poor's Ratings Service, a division of The
XxXxxx-Xxxx Companies, Inc. ("S&P") and Fitch, Inc., ("Fitch" and, collectively
with Moody's and S&P, the "Rating Agencies"); the Class R Certificate be rated
"AAA" by each of Fitch and S&P; 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 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: September 1, 2001.
Closing Date: 10:00 A.M., New York time, on or about September 28, 2001. On the
Closing Date, the Depositor will deliver the Offered Certificates to the
Underwriter against payment therefor for the account of the Underwriter.
Counsel: XxXxx Xxxxxx LLP will act as counsel for the Underwriters.
Closing; Notice Address: Notwithstanding anything to the contrary in the
Standard Terms, the Closing shall take place at the offices of the
Representative, located at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx Xxxx, Xxx
Xxxxxx 00000, and any notices delivered to each of the Underwriter, the
Representative and the Depositor shall be delivered to it at 000 Xxxxxx Xxxxxx,
00xx Xxxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000.
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
Initial Certificate
Principal Certificate Purchase Price
Class Amount(1) Interest Rate Percentage
----- ------ ------------- ----------
1-A1 $132,087,000 Adjustable(2) 100%
1-A2 (3) 5.75% 100%
2-A1 250,000,000 Adjustable(2) 100%
2-A2 191,995,000 Adjustable(2) 100%
2-A3 (3) Adjustable(2) 100%
3-A1 44,959,000 Adjustable(2) 100%
3-A2 29,972,000 Adjustable(2) 100%
3-A3 32,115,000 Adjustable(2) 100%
3-A4 (3) Adjustable(2) 100%
4-A1 56,720,000 Adjustable(2) 100%
4-A2 (3) 6.00% 100%
5-A1 236,794,000 Adjustable(2) 100%
5-A2 (3) 0.99% 100%
B1 28,210,000 Adjustable(2) 100%
B2 5,128,000 Adjustable(2) 100%
B3 8,717,000 Adjustable(2) 100%
R 100 Adjustable(2) 100%
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(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 1-A2, 2-A3, 3-A4, 4-A2 and 5-A2 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. After the Distribution Dates in May 2004, June 2006, May 2008
and January 2011, the Class 1-A2, 2-A3, 3-A4 and 4-A2 Certificates,
respectively, will no longer be entitled to receive distributions of any
kind.
