EX-1 2 ex1-1.txt EXHIBIT 1.1 EXECUTION COPY STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 TERMS AGREEMENT Dated: April 27, 2005 To: Structured Asset Securities Corporation, as Depositor under the Trust Agreement dated as of April 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 2005-5. Terms of the Series 2005-5 Certificates: Structured Adjustable Rate Mortgage Loan, Series 2005-5 Mortgage Pass-Through Certificates, Class A-1, Class A-2, Class A-3, Class A-IO1, Class A-IO2, Class M1, Class M2, Class M3, Class P, 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 consist of a pool of adjustable rate, conventional, first lien, residential mortgage loans (the "Mortgage Loans"). Only the Class A1, Class A2, Class A3, Class A-IO1, Class M1, Class M2 and Class M3 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 A-1, Class A-2, Class A-3 and Class A-IO1 Certificates be rated "AAA" by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"), and "Aaa" by Moody's Investors Service, Inc. ("Moody's" and together with S&P, the "Rating Agencies"); the Class M1 Certificates be rated "AA+" by S&P and Aa2 by Moody's; the Class M2 Certificates be rated "A+" by S&P and A2 by Moody's; and the Class M3 Certificates be rated "BBB-" by S&P and Baa3 by Moody's. Terms of Sale of Offered Certificates: The Depositor agrees to sell to Lehman 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: April 1, 2005. Closing Date: 10:00 A.M., New York time, on or about April 29, 2005. On the Closing Date, the Depositor will deliver the Offered Certificates to the Underwriter against payment therefor for the account of the Underwriter. [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. LEHMAN BROTHERS INC. By: ___________________________ Name: Mary Stone Title: Vice President Accepted: STRUCTURED ASSET SECURITIES CORPORATION By: _____________________________ Name: Michael C. Hitzmann Title: Vice President Schedule 1 Initial Certificate Principal Certificate Purchase Price Class Amount(1) Interest Rate Percentage ----- --------- ------------- ---------- A-1 $100,000,000 (2) 100% A-2 $336,573,000 (2) 100% A-3 $ 37,398,000 (2) 100% A-IO1 (3) (2) 100% M1 $ 11,023,000 (2) 100% M2 $ 8,768,000 (2) 100% M3 $ 7,265,593 (2) 100% _________ (1) These balances are approximate, as described in the prospectus supplement. (2) Interest will accrue on each of these certificates based on an interest rate equal to the lesser of (1) one-month LIBOR plus a specified spread and (2) the net funds cap, as described in the prospectus supplement. (3) The Class A-IO1 Certificates are interest-only certificates that will bear interest at a variable rate based on a notional amount, as described in the prospectus supplement.