Exhibit 1.1
STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-7
TERMS AGREEMENT
Dated: March 29, 2005
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of March 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 2005-7.
Terms of the Series 2005-7 Certificates: Structured Adjustable Rate Mortgage
Loan, Series 2005-7 Mortgage Pass-Through Certificates, Class 1-A1, Class 1-A2,
Class 1-A3, Class 1-A4, Class 2-A1, Class 2-A2, Class 3-A1, Class 3-A2, Class
4-A, Class 5-A1, Class 5-A2, Class 6-A1, Class 6-A2, Class 7-A, Class 7-AX,
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 B10-I, 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
BX-II, 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 seven pools of adjustable rate,
conventional, first lien, residential mortgage loans (the "Mortgage Loans").
Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 2-A1, Class 2-A2, Class
3-A1, Class 3-A2, Class 4-A, Class 5-A1, Class 5-A2, Class 6-A1, Class 6-A2,
Class 7-A, Class 7-AX, 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 (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 1-A3, Class 2-A1, Class 3-A1, Class 4-A, Class 5-A1, Class
6-A1, Class 7-A, Class 7-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 1-A4, Class 2-A2, Class 3-A2, Class 5-A2 and
Class 6-A2 Certificates be rated "AAA" by S&P; the Class B1-I Certificates be
rated "AA" by S&P; the Class B1-II Certificates be rated "AA" by S&P and "Aa2"
by Moody's; the Class B2-I Certificates be rated "AA-" by S&P; the Class B3-I
Certificates be rated "A" by S&P; the Class B2-II Certificates be rated "A" by
S&P and "A2" by Moody's; the Class B4-I Certificates be rated "A-" by S&P; the
Class B3-II Certificates be rated "A-" by S&P and "A3" by Moody's; the Class
B5-I and Class B4-II Certificates be rated "BBB" by S&P and "Baa2" by Moody's;
the Class B6-I Certificates be rated "BBB-" by S&P and "Baa3" by Moody's; the
Class B7-I Certificates be rated "BBB-" by S&P; and the Class B5-II Certificates
be rated "Baa3" by Moody's.
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: March 1, 2005.
Closing Date: 10:00 A.M., New York time, on or about March 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:
-------------------------------
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 $ 302,410,000 Adjustable(2) 100%
1-A2 $ 10,081,000 Adjustable(2) 100%
1-A3 $ 150,000,000 Adjustable(2) 100%
1-A4 $ 14,117,000 Adjustable(2) 100%
2-A1 $ 100,086,000 Adjustable(2) 100%
2-A2 $ 8,146,000 Adjustable(2) 100%
3-A1 $ 135,177,000 Adjustable(2) 100%
3-A2 $ 11,002,000 Adjustable(2) 100%
4-A $ 93,018,000 Adjustable(2) 100%
5-A1 $ 47,698,000 Adjustable(2) 100%
5-A2 $ 1,589,000 Adjustable(2) 100%
6-A1 $ 25,655,000 Adjustable(2) 100%
6-A2 $ 855,000 Adjustable(2) 100%
7-A $ 137,405,000 Adjustable(2) 100%
7-AX $ 137,405,000 Adjustable(3)(4) 100%
B1-I $ 29,024,000 Adjustable(2) 100%
B2-I $ 4,834,000 Adjustable(2) 100%
B3-I $ 8,705,000 Adjustable(2) 100%
B4-I $ 2,900,000 Adjustable(2) 100%
B5-I $ 3,867,000 Adjustable(2) 100%
B6-I $ 2,416,000 Adjustable(2) 100%
B7-I $ 482,000 Adjustable(2) 100%
B1-II $ 4,129,000 Adjustable(2) 100%
B2-II $ 2,928,000 Adjustable(2) 100%
B3-II $ 750,000 Adjustable(2) 100%
B4-II $ 1,051,000 Adjustable(2) 100%
B5-II $ 750,000 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 7-AX Certificates are interest-only certificates that will bear
interest at a variable rate based on a notional amount, as described in the
prospectus supplement. However, due to the extent negative amortization
from Pool 7 has been allocated to Component 7-AX-N, then the Class 7-AX
Certificates will be entitled to payments of principal on such Component.
Such Component shall also bear interest at the Net WAC for Pool 7.
(4) The Class 7-AX Certificates are interest-only certificates that will bear
interest at the greater of (i) 0.00% per annum and (ii) (x) the Pool 7 Net
WAC minus (y) 1-Year MTA plus 1.40% per annum for such distribution date
based on a notional amount, as described in the prospectus supplement. The
Class 7-AX Certificates will not be entitled to payments of principal
except as disclosed in the prospectus supplement.
