STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-23
TERMS AGREEMENT
Dated: December 27, 2005
To: Structured Asset Securities Corporation, as Depositor under the
Trust Agreement dated as of December 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 2005-23.
Terms of the Series 2005-23 Certificates: Structured Adjustable Rate Mortgage
Loan Trust Mortgage Pass-Through Certificates, Series 2005-23, Class 1-A1, Class
1-A2, Class 1-A3, Class 1-AZ, Class 1-A4, Class 1-AX, Class 1-A2X, Class 2-A1,
Class 2-A2, Class 3-A1, Class 3-A2, Class 4-A1, Class 4-A2, Class B1-I, Class
B2-I, Class B3-I, Class B4-I, Class B5-I, Class B6-I, Class B7-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 four 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 $1,112,876,859.59 (the "Mortgage Loans"). Only the Class 1-A1,
Class 1-A2, Class 1-A3, Class 1-AZ, Class 1-A4, Class 1-AX, Class 1-A2X, Class
2-A1, Class 2-A2, Class 3-A1, Class 3-A2, Class 4-A1, Class 4-A2, Class B1-I,
Class B2-I, Class B3-I, Class B4-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.
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-AZ, Class 1-A4, Class 1-AX, Class
1-A2X, Class 2-A1, Class 2-A2, Class 3-A1, Class 3-A2, Class 4-A1, Class 4-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 and Class B3-II Certificates be rated "BBB"
by S&P and the Class B4-I and Class B4-II 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 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.
The Underwriter will sell the Offered Certificates to investors in offerings
occurring within Member States of the European Economic Area in minimum initial
total investment amounts of $100,000.
Cut-off Date: December 1, 2005.
Closing Date: 10:00 A.M., New York time, on or about December 30, 2005. On the
Closing Date, the Depositor will deliver the Offered Certificates to the
Underwriter against payment therefore.
Counsel: Dechert LLP will act as counsel for the Underwriter.
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]
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 Approximate Amount
Notional Certificate Interest Purchase Price Purchased by Xxxxxx
Class Amount(1) Rate Percentage Brothers Inc.
--------------------------------------------------------------------------------------------------------------------
Class 1-A1 $67,308,000 Variable(3) 100% $67,308,000
Class 1-A2 $33,207,000 Variable(3) 100% $33,207,000
Class 1-A3 $104,381,000 Variable(3) 100% $104,381,000
Class 1-AZ $60,000 Variable(3) 100% $60,000
Class 1-A4 $17,900,000 Variable(2) 100% $17,900,000
Class 1-AX $18,427,666 5.50% (4) 100% $18,427,666
Class 1-A2X $33,207,000 .150% (4) 100% $33,207,000
Class 2-A1 $156,871,000 Variable(2) 100% $156,871,000
Class 2-A2 $25,333,000 Variable(2) 100% $25,333,000
Class 3-A1 $458,674,000 Variable(2) 100% $458,674,000
Class 3-A2 $32,762,000 Variable(2) 100% $32,762,000
Class 4-A1 $135,744,000 Variable(2) 100% $135,744,000
Class 4-A2 $9,695,000 Variable(2) 100% $9,695,000
B1-I....................... $13,439,000 Variable(2) 100% $13,439,000
B2-I....................... $5,202,000 Variable(2) 100% $5,202,000
B3-I....................... $3,034,000 Variable(2) 100% $3,034,000
B4-I....................... $867,000 Variable(2) 100% $867,000
B1-II...................... $22,078,000 Variable(2) 100% $22,078,000
B2-II...................... $6,793,000 Variable(2) 100% $6,793,000
B3-II...................... $4,076,000 Variable(2) 100% $4,076,000
B4-II...................... $1,358,000 Variable(2) 100% $1,358,000
R.......................... $100 Variable(2) 100% $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 1-A1, Class 1-A2, Class 1-A3 and Class 1-AZ Certificates will
bear interest based on adjustable interest rates, as described in the
prospectus supplement, through the distribution date in October 2010.
Beginning with the distribution date in November 2010 and for each
distribution dated thereafter, the Class 1-A1, Class 1-A2, Class 1-A3 and
Class 1-AZ Certificates will bear interest at the Net WAC for Pool 1 as
described in the prospectus supplement.
(4) The Class 1-AX and Class 1-A2X 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-A2X Certificates will no longer be entitled to
receive distributions of any kind.
