Exhibit 1.1
AMORTIZING RESIDENTIAL COLLATERAL TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001-BC5
TERMS AGREEMENT
Dated: August 9, 2001
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of July 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-BC5.
Terms of the Series 2001-BC5 Certificates: Amortizing Residential Collateral
Trust Mortgage Pass-Through Certificates, Series 2001-BC5, Class A1, Class A2,
Class A-IO, Class M1, Class M2, Class B, Class D, 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 4,162 conventional, first and second 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
$579,244,273.02. Only the Class A1, Class A2, 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 A1, Class A2
and Class A-IO Certificates that they be rated "Aaa" by Xxxxx'x Investors
Service, Inc. ("Moody's") 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 Moody's and Fitch, the "Rating Agencies"). It is a condition
to the issuance of the Class M1 Certificates that they be rated "AA" by Fitch
and S&P. It is a condition to the issuance of the Class M2 Certificates that
they be rated "A" by 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. and Countrywide Securities Corporation (the "Underwriters") and
the Underwriters agree, severally and not jointly, 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. Xxxxxx Brothers Inc is acting as Representative of
the Underwriters.
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: July 1, 2001.
Closing Date: 10:00 A.M., New York time, on or about August 13, 2001. On the
Closing Date, the Depositor will deliver the Offered Certificates to the
Underwriters against payment therefor for the account of the Underwriters.
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 Underwriters in accordance with its terms.
XXXXXX BROTHERS INC., Acting on its own
behalf and as Representative of the
Underwriters referred to in the foregoing
Agreement
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
Xxxxxx Brothers Inc.
Initial Certificate Purchase
Principal (or Notional) Certificate Price
Class Amount(1) Interest Rate Percentage
----- --------- ------------- ----------
Class A1 $318,549,000 (2) 100.00%
Class A2 131,733,000 (3) 100.00%
Class A-IO 56,000,000 (2) 100.00%
Class M1 15,929,000 (2) 100.00%
Class M2 10,137,000 (2) 100.00%
Class B 2,896,000 (2) 100.00%
Countrywide Securities Corporation
Initial Certificate Purchase
Principal (or Notional) Certificate Price
Class Amount(1) Interest Rate Percentage
----- --------- ------------- ----------
Class A1 $70,000,000 (2) 99.75%
Class A2 30,000,000 (3) 99.75%
Class A-IO 0 (2) N/A
Class M1 0 (2) N/A
Class M2 0 (2) N/A
Class B 0 (2) N/A
-----------------
(1) Approximate.
(2) Interest will accrue on the Class X0, X0, X0, X0 and B Certificates based
upon one-month LIBOR plus a specified margin, subject to limitation, as
described in the Prospectus Supplement.
(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 the Prospectus Supplement.
