Exhibit 1.1
EXECUTION
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001-5
TERMS AGREEMENT
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Dated: March 29, 2001
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of March 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 2001-5.
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Terms of the Series 2001-5 Certificates: Structured Asset Securities
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Corporation, Series 2001-5 Mortgage Pass-Through Certificates, Class 1-A1,
Class 1-A2, Class 1-A3, Class 1-A5, Class 1-A6, Class 1-A7, Class 1-A8, Class
1-A9, Class 1-AP, Class 1-AX, Class 2-A1, Class 2-A2, Class 2-A3, Class 3-A1,
Class 3-A2, Class 3-A3, Class 3-A5, Class 3-A6, Class 3-AP, Class A4, 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 three pools of fixed rate, conventional, first lien,
residential mortgage loans (the "Mortgage Loans"). Only the Class Class 1-A1,
Class 1-A2, Class 1-A3, Class 1-A5, Class 1-A6, Class 1-A7, Class 1-A8, Class
1-A9, Class 1-AP, Class 1-AX, Class 2-A1, Class 2-A2, Class 2-A3, Class 3-A1,
Class 3-A2, Class 3-A3, Class 3-A5, Class 3-A6, Class 3-AP, Class A4, 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.
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Certificate Ratings: It is a condition of Closing that at the Closing Date
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Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A5, Class 1-A6, Class 1-A7, Class
1-A8, Class 1-A9, Class 1-AP, Class 1-AX, Class 2-A1, Class 2-A2, Class 2-A3,
Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A5, Class 3-A6, Class 3-AP and
Class A4 Certificates be rated "AAA" by Standard & Poor's Rating Services, a
division of The XxXxxx-Xxxx Companies, Inc. ("S&P") and rated "Aaa" by Xxxxx'x
Investors Service, Inc., ("Xxxxx'x" and collectively the "Rating Agencies");
the Class R Certificate be rated "AAA" by S&P; the Class B1 Certificates be
rated "Aa3" by Xxxxx'x and "AA" by S&P; the Class B2 Certificates be rated
"A3" by Moody's and "A" by S&P; and the Class B3 Certificates be rated "Baa3"
by Moody's and "BBB" by S&P.
Terms of Sale of Offered Certificates: The Depositor agrees to sell to Xxxxxx
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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: March 1, 2001.
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Closing Date: 10:00 A.M., New York time, on or about March 30, 2001. On the
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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/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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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Initial Certificate
Principal Amount(1) Certificate Purchase Price
Class or Initial Notional Amount Interest Rate Percentage
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1-A1 39,000,000 5.30% 100%
1-A2 11,000,000 5.90% 100%
1-A3 10,801,000 6.00% 100%
1-A5(2) 12,631,428(3) 6.80% 100%
1-A6 25,000,000 6.70% 100%
1-A7 34,500,000 5.60% 100%
1-A8(2) 50,000,000 6.80% 100%
1-A9(2) 9,406,342(3) 6.80% 100%
1-AP(5) 6,871 0.00% 100%
1-AX(2) 3,832,915(3) 7.00% 100%
2-A1 18,088,000 5.70% 100%
2-A2(2) 3,641,823(3) 6.80% 100%
2-A3 25,000,000 6.75% 100%
3-A1 99,334,000 Adjustable(4) 100%
3-A2 20,000,000 Adjustable(4) 100%
3-A3(2) 99,334,000(3) Adjustable(4) 100%
3-A5(2) 20,000,000(3) Adjustable(4) 100%
3-A6(2) 1,400,000(3) 8.50% 100%
3-AP(5) 3,076,732 0.00% 100%
A4 20,000,000 6.75% 100%
B1 10,491,000 Adjustable(4) 100%
B2 3,814,000 Adjustable(4) 100%
B3 3,051,000 Adjustable(4) 100%
R 100 6.80% 100%
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(1) These balances are approximate, as described in the prospectus supplement.
(2) The Class 1-A5, 1-A9, 1-AX, 2-A2, 3-A3, 3-A5 and 3-A6 Certificates will be interest-only certificates; they will not be
entitled to payments of principal.
(3) The Class 1-A5, 1-A9, 1-AX, 2-A2, 3-A3, 3-A5 and 3-A6 Certificates will have no principal amount; they will accrue interest on
a notional amount, as described in the prospectus supplement.
(4) The Class 3-A1, 3-A2, 3-A3, 3-A5, B1, B2 and B3 Certificates accrue interest based on adjustable or variable interest rates, as
described in the prospectus supplement.
(5) The Class 1-AP and 3-AP Certificates will be principal-only certificates; they will not be entitled to payments of interest.
