Exhibit 1.1
STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-1
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 2005-1.
Terms of the Series 2005-1 Certificates: Structured Adjustable Rate Mortgage
Loan, Series 2005-1 Mortgage Pass-Through Certificates, Class 1-A1, Class 1-A2,
Class 2-A, Class 3-A, Class 3-AX, Class 3-AX, Class 4-A1, Class 4-A2, Class
5-A1, Class 5-A2, Class 6-A, Class B1, Class B1X, Class B2, Class B2X, Class B3,
Class B3X, Class B4, Class B4X, Class B5, Class B5X, Class B6, Class B7, Class
B7X, Class B8, Class B9, Class B10, Class B10X, Class B11, Class B11X, Class
B12, Class B13, Class P, Class CX, Class Z 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 six
pools of adjustable rate, conventional, first lien, residential mortgage loans
(the "Mortgage Loans"). Class 1-A1, Class 1-A2, Class 2-A, Class 3-A, Class
3-AX, Class 3-AX, Class 4-A1, Class 4-A2, Class 5-A1, Class 5-A2, Class 6-A,
Class B1, Class B1X, Class B2, Class B2X, Class B3, Class B3X, Class B4, Class
B4X, Class B5, Class B5X, Class B6, Class B7, Class B7X, Class B8, Class B9,
Class B10, Class B10X 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 2-A, Class 3-A, Class 3-AX, Class 4-A1, Class 5-A1, Class 6-A
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 4-A2 and Class 5-A2 Certificates be rated "AAA" by S&P; the Class B1 and
Class B1X Certificates be rated "AA+" by S&P and "Aa1" by Moody's; the Class B2
and Class B2X Certificates be rated "AA+" by S&P and "Aa2" by Moody's; the Class
B3 and B3X Certificates be rated "AA+" by S&P and "Aa3" by Moody's; the Class B4
and Class B4X Certificates be rated "AA" by S&P; the Class B5 and Class B5X
Certificates be rated "A+" by S&P and "A3" by Moody's; the Class B6 Certificates
be rated "A" by S&P; the Class B7 and Class B7X Certificates be rated "A-" by
S&P and "Baa2" by Moody's; the Class B8 Certificates be rated "BBB+" by S&P; the
Class B9 Certificates be rated "BBB" by S&P; and the Class B10 and Class B10X
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 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.
[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:
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Name: Xxxx Xxxxx
Title: Vice President
Accepted:
STRUCTURED ASSET SECURITIES CORPORATION
By:
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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 $445,190,000 Adjustable(2) 100%
1-A2 $ 16,580,000 Adjustable(2) 100%
2-A $179,101,000 Adjustable(2) 100%
3-A $103,218,000 4.500%(3) 100%
3-AX $ 21,799,464 Adjustable(2)(4) 100%
4-A1 $ 97,598,000 Adjustable(2) 100%
4-A2 $ 5,545,000 Adjustable(2) 100%
5-A1 $387,899,000 Adjustable(2) 100%
5-A2 $ 32,926,000 Adjustable(2) 100%
6-A $ 66,416,000 Adjustable(2) 100%
B1 $ 15,731,000 Adjustable(5)(6) 100%
B1X $ 15,731,000 Adjustable(2)(4) 100%
B2 $ 13,584,000 Adjustable(5)(6) 100%
B2X $ 13,584,000 Adjustable(2)(4) 100%
B3 $ 8,579,000 Adjustable(5)(6) 100%
B3X $ 8,579,000 Adjustable(2)(4) 100%
B4 $ 15,014,000 Adjustable(5)(6) 100%
B4X $ 15,014,000 Adjustable(2)(4) 100%
B5 $ 5,718,000 Adjustable(5)(6) 100%
B5X $ 5,718,000 Adjustable(2)(4) 100%
B6 $ 8,579,000 Adjustable(2) 100%
B7 $ 1,427,000 Adjustable(5)(6) 100%
B7X $ 1,427,000 Adjustable(2)(4) 100%
B8 $ 4,287,000 Adjustable(2) 100%
B9 $ 3,572,000 Adjustable(2) 100%
B10 $ 1,427,000 Adjustable(5)(6) 100%
B10X $ 1,427,000 Adjustable(2)(4) 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 3-A Certificates will bear interest based on the interest rate
specified above through the distribution date in December 2009, subject to
a maximum rate equal to the Net WAC for pool 3, as described in the
prospectus supplement. Beginning with the distribution date in January
2010 and for each distribution date thereafter, the Class 3-A Certificates
will bear interest at the Net WAC for pool 3 as described in the
prospectus supplement.
(4) The Class 3-AX, Class B1X, Class B2X, Class B3X, Class B4X, Class B5X,
Class B7X and Class B10X 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 December 2009, the
Class 3-AX Certificates will no longer be entitled to receive
distributions of any kind.
(5) The Class B1, Class B2, Class B3, Class B4, Class B5, Class B7 and Class
B10 Certificates will accrue interest with respect to each distribution
date at a per annum rate equal to LIBOR plus 0.45%, LIBOR plus 0.47%,
LIBOR plus 0.52%, LIBOR plus 0.58%, LIBOR plus 0.78%, LIBOR plus 1.40% and
LIBOR plus 3.75%, respectively, subject to the applicable available funds
cap as described in the prospectus supplement. The Class B1, Class B2,
Class B3, Class B4, Class B5 and Class B7 Certificates will each have the
benefit of an interest rate cap agreement beginning with the distribution
date in February 2005 through the distribution date in December 2009 that
is intended to partially mitigate the interest rate risk that could result
from the difference between the interest rates on such certificates and
the applicable available funds cap, as described in the prospectus
supplement. The Class B10 Certificates will each have the benefit of an
interest rate cap agreement beginning with the distribution date in
February 2005 through the distribution date in January 2010 that is
intended to partially mitigate the interest rate risk that could result
from the difference between the interest rates on such certificates and
the applicable available funds cap, as described in the prospectus
supplement.
(6) The trustee, on behalf of the trust fund, will enter into interest rate
cap agreements for the benefit of the Class B1, Class B2, Class B3, Class
B4, Class B5, Class B7, Class B10 and Class CX Certificates
