EXECUTION COPY
STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5
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 2005-5.
Terms of the Series 2005-5 Certificates: Structured Adjustable Rate Mortgage
Loan, Series 2005-5 Mortgage Pass-Through Certificates, Class A-1, Class A-2,
Class A-3, Class A-IO1, Class A-IO2, Class M1, Class M2, Class M3, Class P,
Class X, 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 A-IO1, Class M1, Class M2 and Class
M3 Certificates (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 A-1, Class A-2, Class A-3 and Class A-IO1 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. ("Xxxxx'x" and together with S&P, the
"Rating Agencies"); the Class M1 Certificates be rated "AA+" by S&P and Aa2 by
Xxxxx'x; the Class M2 Certificates be rated "A+" by S&P and A2 by Moody's; and
the Class M3 Certificates be rated "BBB-" by S&P and 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 therefor for the account of the Underwriter.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
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 Certificate Purchase Price
Class Amount(1) Interest Rate Percentage
----- --------- ------------- ----------
A-1 $100,000,000 (2) 100%
A-2 $336,573,000 (2) 100%
A-3 $ 37,398,000 (2) 100%
A-IO1 (3) (2) 100%
M1 $ 11,023,000 (2) 100%
M2 $ 8,768,000 (2) 100%
M3 $ 7,265,593 (2) 100%
_________
(1) These balances are approximate, as described in the prospectus supplement.
(2) Interest will accrue on each of these certificates based on an interest
rate equal to the lesser of (1) one-month LIBOR plus a specified spread
and (2) the net funds cap, as described in the prospectus supplement.
(3) The Class A-IO1 Certificates are interest-only certificates that will bear
interest at a variable rate based on a notional amount, as described in
the prospectus supplement.
