Terms Agreement for Sale of Mortgage Pass-Through Certificates, Series 2001-21A, between Structured Asset Securities Corporation and Lehman Brothers Inc.

Summary

This agreement is between Structured Asset Securities Corporation (the Depositor) and Lehman Brothers Inc. (the Underwriter) for the sale and purchase of specific classes of mortgage pass-through certificates, Series 2001-21A. The certificates represent interests in a trust fund backed by residential mortgage loans. The Underwriter agrees to buy the certificates at specified prices and offer them to the public. The agreement sets out the terms of sale, ratings requirements, and closing details, with the transaction scheduled to close on or about December 28, 2001.

EX-1.1 3 b315970_ex1-1.txt TERMS AGREEMENT EXHIBIT 1.1 EXECUTION STRUCTURED ASSET SECURITIES CORPORATION MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001-21A TERMS AGREEMENT Dated: December 19, 2001 To: Structured Asset Securities Corporation, as Depositor under the Trust Agreement dated as of December 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 2001-21A. Terms of the Series 2001-21A Certificates: Structured Asset Securities Corporation, Series 2001-21A Mortgage Pass-Through Certificates, Class 1-A1, Class 1-A2, Class 2-A1, Class 2-A2, 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-A2, Class 2-A1, Class 2-A2, 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 333-63602. Certificate Ratings: It is a condition of Closing that at the Closing Date the Class 1-A1, Class 1-A2, Class 2-A1 and Class 2-A2, Certificates be rated "Aaa" by Moody's Investors Services, Inc. ("Moody's"), and rated "AAA" by Standard & Poor's Ratings Service, a division of The McGraw-Hill Companies, Inc. ("S&P" and, together with Moody's, the "Rating Agencies"); the Class R Certificate be rated "AAA" by S&P; the Class B1 Certificates be rated "Aa2" by Moody's and "AA" by S&P; the Class B2 Certificates be rated "A2" by Moody's and "A" by S&P; and the Class B3 Certificates be rated "Baa2" 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: December 1, 2001. Closing Date: 10:00 A.M., New York time, on or about December 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. Counsel: McKee Nelson LLP will act as counsel for the Underwriters. Closing; Notice Address: Notwithstanding anything to the contrary in the Standard Terms, the Closing shall take place at the offices of the Representative, located at 101 Hudson Street, 33rd Floor, Jersey City, New Jersey 07302, and any notices delivered to each of the Underwriter, the Representative and the Depositor shall be delivered to it at 101 Hudson Street, 33rd Floor, Jersey City, New Jersey 07302. 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/ Stanley Labanowski ____________________________________ Name: Stanley Labanowski 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 Certificate Purchase Price Class Principal Amount(1) Interest Rate Percentage ----- ---------------- ------------- ---------- 1-A1 $527,859,000 Adjustable(2) 100% 1-A2 (3) 6.25% 100% 2-A1 80,300,000 Adjustable(2) 100% 2-A2 (3) 6.00% 100% B1 9,622,000 Adjustable(2) 100% B2 7,697,000 Adjustable(2) 100% B3 6,415,000 Adjustable(2) 100% R 100 Adjustable(2) 100% - ------------ (1) These balances are approximate, as described in the prospectus supplement. (2) These Certificates will accrue interest based on adjustable interest rates, as described in the prospectus supplement. (3) The Class 1-A2 and 2-A2 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 Dates in August 2006 and August 2004, the Class 1-A2 and 2-A2 Certificates, respectively, will no longer be entitled to receive distributions of any kind.