EX 1.1
▇▇▇▇▇▇ XS TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-7N
TERMS AGREEMENT
Dated: November 28, 2005
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of November 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 2005-7N.
Terms of the Series 2005-7N Certificates: ▇▇▇▇▇▇ XS Trust Mortgage Pass-Through
Certificates, Series 2005-7N, Class 1-A1A, Class 1-A1B, Class 1-A2A, Class 1-A3,
Class 2-A1, Class 2-A2, Class 3-A1, Class 3-A2, Class M1-I, Class M2-I, Class
M3-I, Class M4-I, Class M5-I, Class M6-I, Class M7-I, Class M8-I, Class M1-II,
Class M2-II, Class M3-II, Class M4-II, Class M5-II, Class M6-II, Class X-I,
Class X-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 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 $2,408,651,967.62 (the "Mortgage Loans"). Only the Class 1-A1A,
Class 1-A1B, Class 1-A2A, Class 1-A3, Class 2-A1, Class 2-A2, Class 3-A1, Class
3-A2, Class M1-I, Class M2-I, Class M3-I, Class M4-I, Class M5-I, Class M6-I,
Class M7-I, Class M8-I, Class M1-II, Class M2-II, Class M3-II, Class M4-II,
Class M5-II and Class M6-II 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-A1A, Class 1-A1B, Class 1-A2A, Class 1-A3, Class 2-A1, Class 2-A2, Class
3-A1 and Class 3-A2 Certificates be rated "AAA" by Standard & Poor's, a division
of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P"), and "Aaa" by ▇▇▇▇▇'▇ Investors
Service, Inc. ("▇▇▇▇▇'▇" and together with S&P, the "Rating Agencies"); the
Class M1-I Certificates be rated "AA+" by S&P and "Aa1" by ▇▇▇▇▇'▇; the Class
M2-I Certificates be rated "AA" by S&P and "Aa2" by Moody's; the Class M3-I
Certificates be rated "AA" by S&P and "Aa3" by Moody's; the Class M4-I
Certificates be rated "A+" by S&P and "A2" by Moody's; the Class M5-I
Certificates be rated "A" by S&P and "A3" by Moody's; the Class M6-I
Certificates be rated "A-" by S&P and "Baa1" by Moody's; the Class M7-I
Certificates be rated "BBB" by S&P and "Baa3" by Moody's; the Class M8-I
Certificates be rated "BBB-" by S&P; the Class M1-II Certificates be rated "AA"
by S&P and "Aa1" by Moody's; the Class M2-II Certificates be rated "AA-" by S&P
and "Aa2" by Moody's; the Class M3-II Certificates be rated "A" by S&P and "A1"
by ▇▇▇▇▇'▇; the Class M4-II Certificates be rated "BBB+" by S&P and "A3" by
▇▇▇▇▇'▇; the Class M5-II Certificates be rated "BBB" by S&P and "Baa1" by
Moody's; the Class M6-II Certificates be rated "BBB-" by S&P and "Baa2" by
Moody's.
Terms of Sale of Offered Certificates: The Depositor agrees to sell to ▇▇▇▇▇▇
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.
The Underwriter will sell the Offered Certificates to investors in offerings
occurring within Member States of the European Economic Area in minimum initial
total investment amounts of $100,000.
Cut-off Date: November 1, 2005.
Closing Date: 10:00 A.M., New York time, on or about November 30, 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, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
[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.
▇▇▇▇▇▇ BROTHERS INC.
By:___________________________
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By: _____________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Schedule 1
Initial
Certificate Approximate Amount
Principal Certificate Interest Purchase Price Purchased by ▇▇▇▇▇▇
Class Amount(1) Rate Percentage Brothers Inc.
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1-A1A $627,987,000 Variable(2) 100% $627,987,000
1-A1B $418,656,000 Variable(2) 100% $418,656,000
1-A2A $209,328,000 Variable(2) 100% $209,328,000
1-A3 $196,245,000 Variable(2) 100% $196,245,000
2-A1 $334,524,000 Variable(2) 100% $334,524,000
2-A2 $52,269,000 Variable(2) 100% $52,269,000
3-A1 $336,426,000 Variable(2) 100% $336,426,000
3-A2 $40,792,000 Variable(2) 100% $40,792,000
M1-I $47,714,000 Variable(2) 100% $47,714,000
M2-I $23,857,000 Variable(2) 100% $23,857,000
M3-I $9,940,000 Variable(2) 100% $9,940,000
M4-I $13,916,000 Variable(2) 100% $13,916,000
M5-I $9,940,000 Variable(2) 100% $9,940,000
M6-I $9,940,000 Variable(2) 100% $9,940,000
M7-I $9,940,000 Variable(2) 100% $9,940,000
M8-I $9,940,000 Variable(2) 100% $9,940,000
M1-II $22,288,000 Variable(2) 100% $22,288,000
M2-II $2,102,000 Variable(2) 100% $2,102,000
M3-II $7,990,000 Variable(2) 100% $7,990,000
M4-II $3,153,000 Variable(2) 100% $3,153,000
M5-II $2,102,000 Variable(2) 100% $2,102,000
M6-II $2,102,000 Variable(2) 100% $2,102,000
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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.