Terms Agreement for Sale of Series 2001-7A Mortgage Pass-Through Certificates between Structured Asset Securities Corporation and Lehman Brothers Inc.

Summary

Structured Asset Securities Corporation and Lehman Brothers Inc. have entered into an agreement for the sale and purchase of Series 2001-7A Mortgage Pass-Through Certificates. The certificates represent interests in a trust fund backed by residential mortgage loans. Lehman Brothers will buy specified classes of certificates at agreed prices and offer them to the public. The agreement sets out the classes, principal amounts, interest rates, and purchase prices, with certain classes subject to specific interest accrual terms and ratings requirements. The transaction is scheduled to close on or about April 30, 2001.

EX-1.1 2 efc1-0474_termsagt.txt TERMS AGMT EXECUTION STRUCTURED ASSET SECURITIES CORPORATION MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001-7A TERMS AGREEMENT Dated: April 26, 2001 To: Structured Asset Securities Corporation, as Depositor under the Trust Agreement dated as of April 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 2001-7A. Terms of the Series 2001-7A Certificates: Structured Asset Securities Corporation, Series 2001-7A Mortgage Pass-Through Certificates, Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, 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 A4, Class A5, Class A6, 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 and Class A6 Certificates be rated "AAA" by Standard & Poor's Rating Services ("S&P") and rated "Aaa" by Moody's 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; the Class B3 Certificates be rated "BBB" by S&P and "Baa2" by Moody's; and the Class R Certificate be rated "AAA" 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: April 1, 2001. Closing Date: 10:00 A.M., New York time, on or about April 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/ 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 Principal Certificate Purchase Price Class Amount(1) Interest Rate Percentage - ----- ------------------- ------------- ------------- A1 $151,536,000 5.50% (3) 100% A2 61,427,000 6.00% (3) 100% A3 100,000,000 6.00% (3) 100% A4 (2) 6.00% (3) 100% A5 (2) 6.00% (3) 100% A6 141,880 0.00% (4) 100% B1 7,454,000 6.00% (5) 100% B2 3,313,000 6.00% (5) 100% B3 2,484,000 6.00% (5) 100% R 100 6.00% (3) 100% ______________ (1) These balances are approximate, as described in the prospectus supplement. (2) The Class A4 and 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 Distribution Date in November 2005, the Class A4 and A5 Certificates will no longer be entitled to receive distributions of any kind. (3) Following the Accrual Period for the Distribution Date in November 2005, the Class A1, A2, A3 and R Certificates will accrue interest at the Net WAC, as described in the prospectus supplement. (4) The Class A6 Certificates will not be entitled to payments of interest on or prior to the Distribution Date in November 2005. Following the Accrual Period for the Distribution Date in November 2005, the Class A6 Certificates will accrue interest at the Net WAC, as described in the prospectus supplement. (5) Following the Accrual Period for the Distribution Date in November 2005, the Class B1, B2 and B3 Certificates will accrue interest at the Net WAC, as described in the prospectus supplement.