XXXXXX XS TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5N
TERMS AGREEMENT
Dated: October 27, 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 2005-5N.
Terms of the Series 2005-5N Certificates: Xxxxxx XS Trust Mortgage Pass-Through
Certificates, Series 2005-5N, Class 1-A1, Class 1-A2, Class 1-A3, Class 2-A1,
Class 2-A2, Class 3-A1A, Class 3-A1B, Class 3-A2, Class 3-A3A, Class 3-A3B,
Class 3-A3C, Class M1, Class M2, Class M3, Class M4, Class X 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 three
pools of conventional, first lien, adjustable rate, fully amortizing, negative
amortization residential mortgage loans having a total Scheduled Principal
Balance (as defined in the Trust Agreement) as of the Cut-off Date of
$2,757,128,955.71 (the "Mortgage Loans"). Only the Class 1-A1, Class 1-A2, Class
1-A3, Class 2-A1, Class 2-A2, Class 3-A1A, Class 3-A1B, Class 3-A2, Class 3-A3A,
Class 3-A3B, Class 3-A3C, Class M1, Class M2, Class M3 and Class M4 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 2-A1, Class 2-A2, Class 3-A1A, Class
3-A1B, Class 3-A2, Class 3-A3A, Class 3-A3B and Class 3-A3C 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 M1 Certificates be rated "Aa1" by
Moody's; the Class M2 Certificates be rated "Aa2" by Moody's; the Class M3
Certificates be rated "A2" by Moody's; and the Class M4 Certificates be rated
"Baa2" 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 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]
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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 Approximate Amount
Principal Certificate Interest Purchase Price Purchased by Xxxxxx
Class Amount(1) Rate Percentage Brothers Inc.
-------------------------------------------------------------------------------------------------------------
1-A1 $501,079,000 Variable(2) 100% $501,079,000
1-A2 $183,729,000 Variable(2) 100% $183,729,000
1-A3 $ 70,986,000 Variable(2) 100% $ 70,986,000
2-A1 $350,000,000 Variable(2) 100% $350,000,000
2-A2 $ 31,038,000 Variable(2) 100% $ 31,038,000
3-A1A $800,575,000 Variable(2) 100% $800,575,000
3-A1B $100,000,000 Variable(2) 100% $100,000,000
3-A2 $330,211,000 Variable(2) 100% $330,211,000
3-A3A $ 48,560,000 Variable(2) 100% $ 48,560,000
3-A3B $ 43,068,000 Variable(2) 100% $ 43,068,000
3-A3C $ 35,954,000 Variable(2) 100% $ 35,954,000
M1 $ 99,256,000 Variable(2) 100% $ 99,256,000
M2 $ 60,656,000 Variable(2) 100% $ 60,656,000
M3 $ 48,249,000 Variable(2) 100% $ 48,249,000
M4 $ 37,225,000 Variable(2) 100% $ 37,225,000
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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.
