Exhibit 1.1
STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-12
TERMS AGREEMENT
Dated: May 26, 2005
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of May 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 2005-12.
Terms of the Series 2005-12 Certificates: Structured Adjustable Rate Mortgage
Loan, Series 2005-12 Mortgage Pass-Through Certificates, Class 1-A1, Class 1-A2,
Class 2-A1, Class 2-A2, Class 3-A1, Class 3-A2, Class 4-A1, Class 4-A2, Class
5-A, Class 5-AX, Class B1, Class B2, Class B3, Class B4, Class B5, Class B6,
Class B7, Class B8, Class B9, Class B10, 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-A1, Class 1-A2, Class
2-A1, Class 2-A2, Class 3-A1, Class 3-A2, Class 4-A1, Class 4-A2, Class 5-A,
Class 5-AX, Class B1, Class B2, Class B3, Class B4, Class B5, Class B6, Class B7
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-A1, Class 2-A1, Class 3-A1, Class 4-A1, Class 5-A, Class 5-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 1-A2,
Class 2-A2, Class 3-A2 and Class 4-A2 Certificates be rated "AAA" by S&P; the
Class B1 Certificates be rated "AA+" by S&P and "Aa2" by Moody's; the Class B2
Certificates be rated "AA" by S&P; the Class B3 Certificates be rated "AA-" by
S&P; the Class B4 Certificates be rated "A" by S&P; the Class B5 Certificates be
rated "A-" by S&P; the Class B6 Certificates be rated "BBB" by S&P; and the
Class B7 Certificates be rated "BBB-" by S&P.
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: May 1, 2005.
Closing Date: 10:00 A.M., New York time, on or about May 31, 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:
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Schedule 1
Initial
Certificate
Principal or
Notional Certificate Interest Purchase Price
Class Amount(1) Rate Percentage
---------- --------------- ---------------------- --------------------
1-A1 $ 185,537,000 Adjustable(2) 100%
1-A2 $ 7,112,000 Adjustable(2) 100%
2-A1 $ 223,656,000 Adjustable(2) 100%
2-A2 $ 4,766,000 Adjustable(2) 100%
3-A1 $ 124,805,000 Adjustable(2) 100%
3-A2 $ 9,407,000 Adjustable(2) 100%
4-A1 $ 68,204,000 Adjustable(2) 100%
4-A2 $ 2,614,000 Adjustable(2) 100%
5-A $ 43,773,000 Adjustable(3) 100%
5-AX $ 3,991,327 Adjustable(4) 100%
B1 $ 14,334,000 Adjustable(2) 100%
B2 $ 10,392,000 Adjustable(2) 100%
B3 $ 2,148,000 Adjustable(2) 100%
B4 $ 5,732,000 Adjustable(2) 100%
B5 $ 1,431,000 Adjustable(2) 100%
B6 $ 2,865,000 Adjustable(2) 100%
B7 $ 1,431,000 Adjustable(2) 100%
R $ 100 Adjustable(2) 100%
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(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 5-A Certificates will bear interest at the Interest Rate
specified above through the Distribution Date in April 2015, subject to
adjustment as described in the Prospectus Supplement. Beginning with the
Distribution Date in May 2015 and for each Distribution Date thereafter,
the Class 5-A Certificates will bear interest at the Net WAC for Pool 5, as
described in the Prospectus Supplement.
(4) The Class 5-AX Certificates will be Interest-Only Certificates; they will
not be entitled to payments of principal and will accrue interest on their
Notional Amount as described in the Prospectus Supplement. After the
Distribution Date in April 2015, the Class 5-AX certificates will no longer
receive distributions of any kind.
