Exhibit 1.1
EXECUTION
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001-3A
TERMS AGREEMENT
Dated: February 22, 2001
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of February 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 2001-3A.
Terms of the Series 2001-3A Certificates: Structured Asset Securities
Corporation, Series 2001-3A Mortgage Pass-Through Certificates, Class 1-A1,
Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5, Class 2-A1, Class 2-A2, Class
2-A3, Class 2-A4, Class 2-A5, 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-A3, Class 1-A4, Class 1-A5, Class 2-A1, Class
2-A3, Class 2-A4, Class 2-A5, 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 1-A1, Class 1-A3, Class 1-A4, Class 1-A5, Class 2-A1, Class
2-A3, Class 2-A4, Class 2-A5 and Class R Certificates be rated "AAA" by
Standard & Poor's Rating Services ("S&P") and rated "Aaa" by Xxxxx'x Investors
Service, Inc., ("Moody's" 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; and the Class B3
Certificates be rated "BBB" by S&P and "Baa2" by Moody's.
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: February 1, 2001.
Closing Date: 10:00 A.M., New York time, on or about February 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.
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
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Name: Xxxxxxx Xxxxxxxxxx
Title: Senior Vice President
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By:/s/ Xxxxxxx Xxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxx
Title: Vice President
Schedule 1
Initial Certificate
Principal Certificate Purchase Price
Class Amount(1) Interest Rate Percentage
----- ------ ------------- ----------
1-A1 $95,478,000 Adjustable(2) 100%
1-A3 1,796,834 Variable(3) 100%
1-A4 (4) Adjustable(5) 100%
1-A5 (4) Adjustable(5) 100%
2-A1 43,036,000 Adjustable(6) 100%
2-A3 1,499,678 Variable(3) 100%
2-A4 (4) Adjustable(5) 100%
2-A5 (4) Adjustable(5) 100%
B1 2,294,000 Variable(7) 100%
B2 1,911,000 Variable(7) 100%
B3 1,529,000 Variable(7) 100%
R 100 Adjustable(2) 100%
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(1) These balances are approximate, as described in the prospectus supplement.
(2) The Class 1-A1 and R Certificates will accrue interest based on an
adjustable interest rate, as described in the prospectus supplement,
until the Class 1-A Call Date. Following the Accrual Period for the Class
1-A Call Date, the Class 1-A1 and R Certificates will accrue interest at
the Net WAC for pool 1, as described in the prospectus supplement. The
initial interest rate on the Class 1-A1 and R Certificates will be 6.06%.
(3) The Class 1-A3 and 2-A3 Certificates will be principal-only certificates
and will not be entitled to payments of interest on or prior to the Class
1-A Call Date and Class 2-A Call Date, respectively. Following the
Accrual Period for the related call date, the Class 1-A3 and 2-A3
Certificates will accrue interest at the Net WAC for the pool 1 and pool
2, respectively, as described in the prospectus supplement.
(4) The Class 1-A4, 1-A5, 2-A4 and 2-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 related call date, the
Class 1-A4, 1-A5, 2-A4 and 2-A5 Certificates will no longer be entitled
to receive distributions of any kind.
(5) The Class 1-A4, 1-A5, 2-A4 and 2-A5 Certificates will accrue interest
based on adjustable interest rates, as described in the prospectus
supplement.
(6) The Class 2-A1 Certificates will accrue interest based on an adjustable
interest rate, as described in the prospectus supplement, until the Class
2-A Call Date. Following the Accrual Period for the Class 2-A Call Date,
the Class 2-A1 Certificates will accrue interest at the Net WAC for pool
2, as described in the prospectus supplement. The initial interest rate
on the Class 2-A1 Certificates will be 6.18%.
(7) The Class B1, B2 and B3 Certificates will accrue interest based on an
interest rate of 8.50% per annum, until the Class 1-A Call Date.
Following the Class 1-A Call Date, the Class B1, B2 and B3 Certificates
will accrue interest based on a variable interest rate, as described in
the prospectus supplement.