STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-21
TERMS AGREEMENT
Dated: October 26, 2005
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of October 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 2005-21.
Terms of the Series 2005-21 Certificates: Structured Adjustable Rate Mortgage
Loan Trust Mortgage Pass-Through Certificates, Series 2005-21, Class 1-A, Class
2-A, Class 3-A1, Class 3-A2, Class 4-A1, Class 4-A2, Class 5-A1, Class 5-A2,
Class 6-A1, Class 6-A2, Class 6-A3, Class 6-A4, Class 6-AX, Class 7-A1, Class
7-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 B9-I, Class B1-0I, Class B1-II, Class B2-II, Class
B3-II, Class B4-II, Class B5-II, Class B6-II, Class B7-II, Class B8-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 seven 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 $1,260,257,653.69 (the "Mortgage Loans"). Only the Class 1-A,
Class 2-A, Class 3-A1, Class 3-A2, Class 4-A1, Class 4-A2, Class 5-A1, Class
5-A2, Class 6-A1, Class 6-A2, Class 6-A3, Class 6-A4, Class 6-AX, Class 7-A1,
Class 7-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 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-A, Class 2-A, Class 3-A1, Class 4-A1, Class 5-A1, Class 6-A1, Class
6-A2, Class 6-A3, Class 6-AX, Class 7-A1 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 3-A2, Class 4-A2, Class 5-A2, Class 6-A4 and Class
7-A2 Certificates be rated "AAA" by S&P; the Class B1-I Certificates be rated
"AA" by S&P and "Aa2" by Moody's; the Class B2-I Certificates be rated "AA" by
S&P and "Aa3" by Moody's, the Class B3-I Certificates be rated "A+" by S&P and
"A2" by Moody's, the Class B4-I Certificates be rated "A" by S&P and "A3" by
Xxxxx'x, the Class B5-I Certificates be rated "BBB+" by S&P and "Baa2" by
Xxxxx'x, the Class B6-I Certificates be rated "BBB" by S&P and "Baa3" by
Moody's, the Class B1-II Certificates be rated "AA+" by S&P and "Aa2" by
Moody's; the Class B2-II Certificates be rated "AA" by S&P; the Class B3-II
Certificates be rated "A" by S&P; the Class B4-II Certificates be rated "BBB" by
S&P and the Class B5-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.
Cut-off Date: October 1, 2005.
Closing Date: 10:00 A.M., New York time, on or about October 31, 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.
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]
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.
----- --------- -------------------- -------------- -------------------
1-A........................ $209,497,000 Variable(2) 100% $209,497,000
2-A........................ $123,190,000 Variable(2) 100% $123,190,000
3-A1....................... $97,709,000 Variable(2) 100% $97,709,000
3-A2....................... $8,085,000 Variable(2) 100% $8,085,000
4-A1....................... $85,873,000 Variable(2) 100% $85,873,000
4-A2....................... $7,106,000 Variable(2) 100% $7,106,000
5-A1....................... $163,121,000 Variable(2) 100% $163,121,000
5-A2....................... $13,720,000 Variable(2) 100% $13,720,000
6-A1....................... $175,569,000 Variable(2) 100% $175,569,000
6-A2....................... $27,617,000 Variable(2) 100% $27,617,000
6-A3....................... $46,959,000 Variable(2) 100% $46,959,000
6-A4....................... $3,949,000 Variable(2) 100% $3,949,000
6-AX....................... $6,928,932 5.50% 100% $6,928,932
7-A1....................... $191,577,000 Variable(2) 100% $191,577,000
7-A2....................... $16,144,000 Variable(2) 100% $16,144,000
B1-I....................... $13,729,000 Variable(2) 100% $13,729,000
B2-I....................... $3,432,000 Variable(2) 100% $3,432,000
B3-I....................... $5,720,000 Variable(2) 100% $5,720,000
B4-I....................... $2,002,000 Variable(2) 100% $2,002,000
B5-I....................... $3,718,000 Variable(2) 100% $3,718,000
B6-I....................... $1,716,000 Variable(2) 100% $1,716,000
B7-I....................... $1,144,000 Variable(2) 100% $1,144,000
B1-II...................... $17,892,000 Variable(2) 100% $17,892,000
B2-II...................... $15,139,000 Variable(2) 100% $15,139,000
B3-II...................... $6,193,000 Variable(2) 100% $6,193,000
B4-II...................... $3,440,000 Variable(2) 100% $3,440,000
B5-II...................... $688,000 Variable(2) 100% $688,000
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 6AX 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 2015, the Class 6AX Certificates
will no longer be entitled to receive distributions of any kind.
