AMORTIZING RESIDENTIAL COLLATERAL TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001-BC6
TERMS AGREEMENT
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Dated: October 30, 2001
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of October 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-BC6.
Terms of the Series 2001-BC6 Certificates: Amortizing Residential Collateral
Trust Mortgage Pass-Through Certificates, Series 2001-BC6, 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
conventional, first and junior 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 $730,865,712. 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 333-63602.
Certificate Ratings: It is a condition to the issuance of the Class A and Class
A-IO Certificates that they be rated "Aaa" by Xxxxx'x Investors Service, Inc.
("Xxxxx'x") 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 Xxxxx'x and Fitch, the "Rating Agencies"). It is a condition to the
issuance of the Class M1 Certificates that they be rated "Aa" by Xxxxx'x and
"AA" by Fitch and S&P. It is a condition to the issuance of the Class M2
Certificates that they be rated "A" by Xxxxx'x, Fitch and S&P. It is a condition
to the issuance of the Class B Certificates that they be rated "Baa2" by Moody's
and "BBB" by Fitch and 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 beneath their respective names 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 Underwriters 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: October 1, 2001.
Closing Date: 10:00 A.M., New York time, on or about October 31, 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 Underwriter.
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 Underwriters in accordance with its terms.
XXXXXX BROTHERS INC.,
By: /s/ Xxxxxxx Xxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxx
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
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Xxxxxx Brothers Inc.
Initial Certificate Purchase
Principal (or Notional) Certificate Price
Class Amount(1) Interest Rate Percentage
----- ----------------------- ------------- ----------
Class A $757,916,000 (2) 100.00%
Class A-IO (3) 6.00% 100.00%
Class M1 44,961,000 (2) 100.00%
Class M2 32,115,000 (2) 100.00%
Class B 12,846,000 (2) 100.00%
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(1) These balances are approximate, as described in this prospectus supplement.
(2) Interest will accrue on the Class A, M1, M2 and B Certificates based on
one-month LIBOR plus a specified margin, subject to limitation, as
described in the prospectus supplement under "Description of the
Certificates--Distributions of Interest."
(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 this prospectus supplement. Interest will
not be payable on the Class A-IO Certificates after the distribution date
in October 2004.
