STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-22
TERMS AGREEMENT
Dated: November 25, 2005
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of November 1, 2005 (the "Trust Agreement").
Re: Underwriting Agreement Standard Terms dated as of August 23, 2005 (the
"Standard Terms," and together with this Terms Agreement, the
"Agreement").
Series Designation: Series 2005-22.
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Terms of the Series 2005-22 Certificates: Structured Adjustable Rate Mortgage
Loan Trust Mortgage Pass-Through Certificates, Series 2005-22, Class 1-A1, Class
1-A2, Class 1-A3, Class 1-A4, Class 1-A5, Class 1-AX, Class 1-PAX, Class 2-A1,
Class 2-A2, Class 3-A1, Class 3-A2, Class 4-A1, Class 4-A2, Class 5-A1, Class
5-A2, Class B1-I, Class B2-I, Class B3-I, Class B4-I, Class B5-I, Class B6-I,
Class B7-I, Class B8-I, Class B1-II, Class B2-II, Class B3-II, Class B4-II,
Class B5-II, Class B6-II, Class B7-II, Class P-I, Class P-II 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 on the Closing Date (as defined below) will consist primarily of five pools
of conventional, first lien, adjustable rate, fully amortizing, residential
mortgage loans having a total Scheduled Principal Balance (as defined in the
Trust Agreement) as of the Cut-off Date of $1,155,303,179.27 (the "Mortgage
Loans"). Only the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5,
Class 1-AX, Class 1-PAX, Class 2-A1, Class 2-A2, Class 3-A1, Class 3-A2, Class
4-A1, Class 4-A2, Class 5-A1, Class 5-A2, Class B1-I, Class B2-I, Class B3-I,
Class B4-I, Class B5-I, Class B1-II, Class B2-II, Class B3-II, Class B4-II and
Class R Certificates (the "Offered Certificates") are being sold pursuant to the
terms hereof.
Registration Statement: File Number 333-127589.
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Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5, Class 1-AX, Class
1-PAX, Class 2-A1, Class 2-A2, Class 3-A1, Class 3-A2, Class 4-A1, Class 4-A2,
Class 5-A1, Class 5-A2 and Class R Certificates be rated "AAA" by Standard &
Poor's, A division of The XxXxxx-Xxxx Companies, Inc. ("S&P"), and "AAA" by
Fitch Ratings, Inc. ("Fitch" and together with S&P, the "Rating Agencies"); the
Class B1-I and Class B1-II Certificates be rated "AA" by S&P; the Class B2-I and
Class B2-II Certificates be rated "A" by S&P; the Class B3-I Certificates be
rated "A-" by S&P, the Class B4-I and Class B3-II Certificates be rated "BBB" by
S&P and Fitch; and the Class B5-I and B4-II Certificates be rated "BBB-" by S&P
and Fitch.
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 each class of the
Offered Certificates shall be the applicable 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: November 1, 2005.
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Closing Date: 10:00 A.M., New York time, on or about November 30, 2005. On the
Closing Date, the Depositor will deliver the Offered Certificates to the
Underwriter against payment therefor.
Counsel: Dechert LLP will act as counsel for the Underwriter.
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Closing Notice Address: Notwithstanding anything to the contrary in the Standard
Terms, the Closing shall take place at the offices of the counsel for the
Underwriter, Dechert LLP, 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
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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
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Initial
Certificate
Principal or Approximate Amount
Notional Certificate Interest Purchase Price Purchased by Xxxxxx
Class Amount(1) Rate Percentage Brothers Inc.
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Class 1-A1 $120,000,000 Variable(2) 100% $120,000,000
Class 1-A2 $106,679,000 Variable(2) 100% $106,679,000
Class 1-A3 $8,682,000 Variable(2) 100% $8,682,000
Class 1-A4 $61,387,000 Variable(2) 100% $61,387,000
Class 1-A5 $4,996,000 Variable(2) 100% $4,996,000
Class 1-AX $23,290,078 5.50% 100% $23,290,078
Class 1-PAX $17,770,876 5.50% 100% $17,770,876
Class 2-A1 $87,985,000 Variable(2) 100% $87,985,000
Class 2-A2 $15,592,000 Variable(2) 100% $15,592,000
Class 3-A1 $68,106,000 Variable(2) 100% $68,106,000
Class 3-A2 $5,543,000 Variable(2) 100% $5,543,000
Class 4-A1 $357,702,000 Variable(2) 100% $357,702,000
Class 4-A2 $16,614,000 Variable(2) 100% $16,614,000
Class 5-A1 $228,155,000 Variable(2) 100% $228,155,000
Class 5-A2 $10,597,000 Variable(2) 100% $10,597,000
B1-I....................... $15,965,000 Variable(2) 100% $15,965,000
B2-I....................... $6,695,000 Variable(2) 100% $6,695,000
B3-I....................... $1,545,000 Variable(2) 100% $1,545,000
B4-I....................... $2,832,000 Variable(2) 100% $2,832,000
B5-I....................... $1,287,000 Variable(2) 100% $1,287,000
B1-II...................... $12,485,000 Variable(2) 100% $12,485,000
B2-II...................... $5,122,000 Variable(2) 100% $5,122,000
B3-II...................... $3,201,000 Variable(2) 100% $3,201,000
B4-II...................... $640,000 Variable(2) 100% $640,000
R.......................... $100 Variable(2) 100% $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 1-AX and Class 1-PAX Certificates will be interest-only
certificates; they will not be entitled to payments of principal and will
accrue interest on their respective notional amounts, as described in the
prospectus supplement. After the distribution date in October 2010, the
Class 1AX and Class 1-PAX Certificates will no longer be entitled to
receive distributions of any kind.
