STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-2
TERMS AGREEMENT
Dated: January 26, 2005
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of January 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 2005-2.
Terms of the Series 2005-2 Certificates: Structured Asset Securities
Corporation, Series 2005-2 Mortgage Pass-Through Certificates, Class A1, Class
A2, Class A2X1, Class A2X2, Class B1, Class B2, Class B3, Class B4, Class B5,
Class B6, Class B7, Class BX, Class B8, Class B9, Class B10, Class P and Class R
Certificates (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 A2X1, Class A2X2, Class B1, Class B2, Class B3, Class B4, Class
B5, Class B6, Class B7, Class BX and Class R 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 A1, Class A2, Class A2X1, Class A2X2 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. ("Xxxxx'x" and together
with S&P, the "Rating Agencies"); the Class B1 Certificates be rated "AA" by S&P
and "Aa2" by Xxxxx'x; the Class B2 Certificates be rated "AA" by S&P and "Aa3"
by Moody's; the Class B3 Certificates be rated "A+" by S&P and "A2" by Moody's;
the Class B4 Certificates be rated "A" by S&P and "A3" by Xxxxx'x; the Class B5
Certificates be rated "BBB+" by S&P and "Baa2" by Xxxxx'x; the Class B6 and
Class BX Certificates be rated "BBB-" by S&P and "Baa3" by Moody's; 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 (or notional
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: January 1, 2005.
Closing Date: 10:00 A.M., New York time, on or about January 28, 2005. On the
Closing Date, the Depositor will deliver the Offered Certificates to the
Underwriter against payment therefore for the account of the Underwriter.
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: Xxxxxxx X. Xxxxxxxxxx
Title: Senior 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 Notional) Certificate Purchase Price
Class Amount(1) Interest Rate Percentage
----- --------- ------------- ----------
A1 $ 153,443,000 Adjustable(2) 100%
A2 $ 148,000,000 Adjustable(3) 100%
A2X1 $ 148,000,000 Adjustable(4) 100%
A2X2 $ 148,000,000 Adjustable(5) 100%
B1 $ 6,972,000 Adjustable(3) 100%
B2 $ 1,945,000 Adjustable(3) 100%
B3 $ 3,567,000 Adjustable(3) 100%
B4 $ 1,459,000 Adjustable(3) 100%
B5 $ 2,432,000 Adjustable(3) 100%
B6 $ 972,000 Adjustable(3) 100%
B7 $ 810,000 Adjustable(2) 100%
BX $ 17,347,000 Adjustable(2)(6) 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 A2, Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6
Certificates will accrue interest with respect to each distribution date at
a per annum rate equal to LIBOR plus 0.25%, LIBOR plus 0.47%, LIBOR plus
0.52%, LIBOR plus 0.75%, LIBOR plus 0.78%, LIBOR plus 1.40% and LIBOR plus
2.25%, respectively, subject to the net funds cap as described in the
prospectus supplement.
(4) The Class A2X1 Certificates are interest-only certificates that will bear
interest at the greater of (i) 0.00% per annum and (ii) (x) the Net WAC
minus (y) LIBOR plus 0.30% per annum for such Distribution Date based on a
notional amount, as described in the prospectus supplement. The Class A2X1
Certificates will not be entitled to payments of principal.
(5) The Class A2X2 Certificates are interest-only certificates that will bear
interest at the lesser of (i) 0.050% per annum and (ii) the greater of (a)
0.00% per annum and (b) the Net WAC minus the Class A2 interest rate. The
Class A2X2 Certificates will not be entitled to payments of principal.
(6) The Class BX Certificates will be interest-only certificates. They will not
be entitled to payments of principal and will be entitled to the interest
accrued on each of its six components, as described in the prospectus
supplement. The initial interest rate for the Class BX Certificates is
approximately 0.974% per annum. However, due to the payment of subordinate
floating rate certificate shortfalls by the Class BX Certificates to the
Class B6 Certificates, the effective initial interest rate is approximately
0.942% per annum.
