EXHIBIT 1.1
EXECUTION
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001-21A
TERMS AGREEMENT
Dated: December 19, 2001
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of December 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 2001-21A.
Terms of the Series 2001-21A Certificates: Structured Asset Securities
Corporation, Series 2001-21A Mortgage Pass-Through Certificates, Class 1-A1,
Class 1-A2, Class 2-A1, Class 2-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 two 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 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 and Class 2-A2, Certificates be rated "Aaa"
by Xxxxx'x Investors Services, Inc. ("Moody's"), and rated "AAA" by Standard &
Poor's Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc. ("S&P"
and, together with Moody's, the "Rating Agencies"); the Class R Certificate be
rated "AAA" by S&P; the Class B1 Certificates be rated "Aa2" by Moody's and "AA"
by S&P; the Class B2 Certificates be rated "A2" by Moody's and "A" by S&P; and
the Class B3 Certificates be rated "Baa2" by Moody's and "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: December 1, 2001.
Closing Date: 10:00 A.M., New York time, on or about December 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 Certificate Purchase Price
Class Principal Amount(1) Interest Rate Percentage
----- ---------------- ------------- ----------
1-A1 $527,859,000 Adjustable(2) 100%
1-A2 (3) 6.25% 100%
2-A1 80,300,000 Adjustable(2) 100%
2-A2 (3) 6.00% 100%
B1 9,622,000 Adjustable(2) 100%
B2 7,697,000 Adjustable(2) 100%
B3 6,415,000 Adjustable(2) 100%
R 100 Adjustable(2) 100%
------------
(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 and 2-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 August 2006 and August 2004, the Class
1-A2 and 2-A2 Certificates, respectively, will no longer be entitled to
receive distributions of any kind.
