Exhibit 1.1
STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-9
TERMS AGREEMENT
Dated: April 27, 2005
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of April 1, 2005 (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 2005-9.
Terms of the Series 2005-9 Certificates: Structured Adjustable Rate Mortgage
Loan, Series 2005-9 Mortgage Pass-Through Certificates, Class 1-A, Class 2-A1,
Class 2-A2A, Class 2A2B, Class AX, Class B1, Class B2, Class B3, Class B4, Class
B5, Class B6, Class B7, Class B8, Class B9, Class B10, Class B11, Class BX,
Class P 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 five pools of adjustable rate,
conventional, first lien, residential mortgage loans (the "Mortgage Loans").
Class 1-A, Class 2-A1, Class 2-A2A, Class 2A2B, Class AX, Class B1, Class B2,
Class B3, Class B4, Class B5, Class B6, Class B7, Class B8 and Class R (the
"Offered Certificates") are being sold pursuant to the terms hereof.
Registration Statement: File Number 333-120575.
Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class 1-A, Class 2-A1, Class 2-A2A, Class AX and Class R Certificates be rated
"AAA" by Standard & Poor's, A division of The XxXxxx-Xxxx Companies, Inc.
("S&P"), and "Aaa" by Xxxxx'x Investors Service, Inc. ("Moody's" and together
with S&P, the "Rating Agencies"); the Class 2-A2B Certificates be rated "AAA" by
S&P; the Class B1 Certificates be rated "AA+" by S&P and "Aa1" by Moody's; the
Class B2 Certificates be rated "AA" by S&P and "Aa2" by Moody's; the Class B3
Certificates be rated "AA-" by S&P and "Aa3" by Moody's; the Class B4
Certificates be rated "A" by S&P and "A2" by Moody's; the Class B5 Certificates
be rated "A-" by S&P and "A3" by Moody's; the Class B6 Certificates be rated
"BBB" by S&P and "Baa2" by Moody's; the Class B7 Certificates be rated "BBB-" by
S&P and "Baa3" by Moody's and the Class B8 Certificates be rated "Baa3" 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
Cutoff 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, 2005.
Closing Date: 10:00 A.M., New York time, on or about April 29, 2005. On the
Closing Date, the Depositor will deliver the Offered Certificates to the
Underwriter against payment therefore for the account of the Underwriter.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
2
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: ___________________________
Name: Xxxx Xxxxx
Title: Vice President
Accepted:
STRUCTURED ASSET SECURITIES CORPORATION
By: _____________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Schedule 1
Initial
Certificate
Principal or
Notional Certificate Interest Purchase Price
Class Amount(1) Rate Percentage
--------------------------------------------------------------------------------
1-A $267,469,000 Adjustable(2) 100%
2-A1 $216,548,000 Adjustable(2) 100%
2-A2A $166,000,000 Adjustable(2) 100%
2-A2B $21,000,000 Adjustable(2) 100%
AX (3) Adjustable(3) 100%
B1 $12,500,000 Adjustable(2) 100%
B2 $8,455,000 Adjustable(2) 100%
B3 $5,146,000 Adjustable(2) 100%
B4 $9,191,000 Adjustable(2) 100%
B5 $3,309,000 Adjustable(2) 100%
B6 $5,146,000 Adjustable(2) 100%
B7 $2,940,000 Adjustable(2) 100%
B8 $1,837,000 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 AX Certificates are interest-only certificates that will bear
interest at a variable rate based on a notional amount of each of its two
interest Components, as described in the prospectus supplement. However,
due to the extent negative amortization has been allocated to Component
AX-1N or AX2N, then the Class AX Certificates will be entitled to payments
of principal on such Component. The Component AX-1N and AX-2N shall bear
interest at the Pool 1 Net WAC and the Pool 2 Net WAC, respectively.
