EXECUTION
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001-7A
TERMS AGREEMENT
Dated: April 26, 2001
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of April 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 2001-7A.
Terms of the Series 2001-7A Certificates: Structured Asset Securities
Corporation, Series 2001-7A Mortgage Pass-Through Certificates, Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, 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
a pool of adjustable rate, conventional, first lien, residential mortgage
loans (the "Mortgage Loans"). Only the Class A1, Class A2, Class A3, Class A4,
Class A5, Class A6, 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 A1, Class A2, Class A3, Class A4, Class A5 and Class A6
Certificates be rated "AAA" by Standard & Poor's Rating Services ("S&P") and
rated "Aaa" by Xxxxx'x Investors Service, Inc., ("Xxxxx'x" and collectively
the "Rating Agencies"); the Class B1 Certificates be rated "AA" by S&P and
"Aa2" by Moody's; the Class B2 Certificates be rated "A" by S&P and "A2" by
Moody's; the Class B3 Certificates be rated "BBB" by S&P and "Baa2" by
Moody's; and the Class R Certificate be rated "AAA" 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: April 1, 2001.
Closing Date: 10:00 A.M., New York time, on or about April 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.
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
----- ------------------- ------------- -------------
A1 $151,536,000 5.50% (3) 100%
A2 61,427,000 6.00% (3) 100%
A3 100,000,000 6.00% (3) 100%
A4 (2) 6.00% (3) 100%
A5 (2) 6.00% (3) 100%
A6 141,880 0.00% (4) 100%
B1 7,454,000 6.00% (5) 100%
B2 3,313,000 6.00% (5) 100%
B3 2,484,000 6.00% (5) 100%
R 100 6.00% (3) 100%
______________
(1) These balances are approximate, as described in the prospectus
supplement.
(2) The Class A4 and A5 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. Following
the Accrual Period for the Distribution Date in November 2005, the Class
A4 and A5 Certificates will no longer be entitled to receive
distributions of any kind.
(3) Following the Accrual Period for the Distribution Date in November 2005,
the Class A1, A2, A3 and R Certificates will accrue interest at the Net
WAC, as described in the prospectus supplement.
(4) The Class A6 Certificates will not be entitled to payments of interest on
or prior to the Distribution Date in November 2005. Following the Accrual
Period for the Distribution Date in November 2005, the Class A6
Certificates will accrue interest at the Net WAC, as described in the
prospectus supplement.
(5) Following the Accrual Period for the Distribution Date in November 2005,
the Class B1, B2 and B3 Certificates will accrue interest at the Net WAC,
as described in the prospectus supplement.
