Terms Agreement for Sale of Mortgage Pass-Through Certificates (Series 2001-5) between Structured Asset Securities Corporation and Lehman Brothers Inc.

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Summary

This agreement is between Structured Asset Securities Corporation (the Depositor) and Lehman Brothers Inc. (the Underwriter) for the sale and purchase of Series 2001-5 Mortgage Pass-Through Certificates. The Depositor agrees to sell, and the Underwriter agrees to buy, specified classes of certificates backed by pools of residential mortgage loans. The agreement sets out the classes, principal amounts, interest rates, purchase prices, and ratings required for the certificates. The transaction is scheduled to close on or about March 30, 2001, with delivery of certificates and payment occurring at closing.

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EX-1.1 2 0002.txt TERMS AGREEMENT Exhibit 1.1 EXECUTION STRUCTURED ASSET SECURITIES CORPORATION MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001-5 TERMS AGREEMENT --------------- 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. - ------------------ Terms of the Series 2001-5 Certificates: Structured Asset Securities - --------------------------------------- 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. - ---------------------- Certificate Ratings: It is a condition of Closing that at the Closing Date - ------------------- 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 McGraw-Hill Companies, Inc. ("S&P") and rated "Aaa" by Moody's Investors Service, Inc., ("Moody's" and collectively the "Rating Agencies"); the Class R Certificate be rated "AAA" by S&P; the Class B1 Certificates be rated "Aa3" by Moody's 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 Lehman - ------------------------------------- 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. LEHMAN BROTHERS INC. By: /s/ Joseph J. Kelly ----------------------------------- Name: Joseph J. Kelly Title: Senior Vice President Accepted: STRUCTURED ASSET SECURITIES CORPORATION By: /s/ Ellen V. Kiernan --------------------------------- Name: Ellen V. Kiernan Title: Vice President Schedule 1 ----------
Initial Certificate Principal Amount(1) Certificate Purchase Price Class or Initial Notional Amount Interest Rate Percentage ----- -------------------------- ------------- ---------- 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% - ------------ (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.