Exhibit 1.1
EXECUTION
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001-4A
TERMS AGREEMENT
Dated: March 27, 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 2001-4A.
Terms of the Series 2001-4A Certificates: Structured Asset Securities
Corporation, Series 2001-4A Mortgage Pass-Through Certificates, Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, 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 A5,
Class A6, Class A7, 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, Class A6, Class A7
and Class R Certificates be rated "AAA" by Standard & Poor's Rating Services
("S&P") and Fitch, Inc. ("Fitch") and rated "Aaa" by Xxxxx'x Investors
Service, Inc., ("Moody's" and collectively with S&P and Fitch, the "Rating
Agencies"); the Class B1 Certificates be rated "AA" by S&P and Fitch and "Aa2"
by Moody's; the Class B2 Certificates be rated "A" by S&P and Fitch and "A2"
by Moody's; and the Class B3 Certificates be rated "BBB" by S&P and Fitch 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: March 1, 2001.
Closing Date: 10:00 A.M., New York time, on or about March 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(2) $40,000,000 5.75%(3) 100%
A2(2) 248,910,000 5.50%(3) 100%
A3(2) 200,000,000 6.25%(3) 100%
A5(2) 489,732 0.00%(4) 100%
A6 (5) 6.25% 100%
A7 (5) 6.25% 100%
B1 7,682,000 6.25%(6) 100%
B2 4,363,000 6.25%(6) 100%
B3 2,560,000 6.25%(6) 100%
R(2) 100 6.25%(6) 100%
------------
(1) These balances are approximate, as described in the prospectus
supplement.
(2) The Class A1, A2, A3 and A5 Certificates will be subject to a Mandatory
Purchase on the Distribution Date in March 2005, as described in the
prospectus supplement.
(3) The Class A1, A2, A3 and R Certificates will accrue interest based on the
interest rate, as specified above, until the end of the Accrual Period in
March 2005. Beginning with the Accrual Period in April 2005, the Class
A1, A2, A3 and R Certificates will accrue interest at the Net WAC of the
mortgage loans, as described in the prospectus supplement.
(4) The Class A5 Certificates will initially be principal only certificates
and will not be entitled to payments of interest on or prior to the
Distribution Date in April 2005. Beginning with the Accrual Period in
April 2005, the Class A5 Certificates will accrue interest at the Net WAC
of the mortgage loans, as described in the prospectus supplement.
(5) The Class A6 and A7 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 Date in April 2005, the Class A6 and A7 Certificates will no
longer be entitled to receive distributions of any kind.
(6) The Class B1, B2 and B3 Certificates will accrue interest based on an
interest rate of 6.25% per annum, until the end of the Accrual Period in
March 2005. Beginning with the Accrual Period in April 2005, the Class
B1, B2 and B3 Certificates will accrue interest at the Net WAC of the
mortgage loans, as described in the prospectus supplement.