STRUCTURED ASSET SECURITIES CORPORATION

PROSPECTUS SUPPLEMENT (To Prospectus dated January 25, 2005) $706,107,000 (Approximate) STRUCTURED ASSET SECURITIES CORPORATION Pass-Through Certificates, Series 2005-NC1 Aurora Loan Services LLC Master Servicer Consider carefully the risk factors beginning on page S-15 of this prospectus supplement. For a list of capitalized terms used in this prospectus supplement and the prospectus, see the index of principal terms beginning on page S-95 in this prospectus supplement and the index of defined terms on page 126 in the prospectus. The certificates will represent interests in the trust fund only and will not represent interests in or obligations of any other entity. This prospectus supplement may be used to offer and sell the certificates only if accompanied by the prospectus. The trust will issue certificates including the following classes offered hereby: s Eleven classes of senior certificates s Nine classes of subordinate certificates The classes of certificates offered by this prospectus supplement are listed, together with their initial class principal amounts and interest rates, in the table on page S-1 of this prospectus supplement. This prospectus supplement and the accompanying prospectus relate only to the offering of the certificates listed in the table on page S-1 and not to the other classes of certificates that will be issued by the trust fund as described in this prospectus supplement. The assets of the trust fund will primarily consist of three pools of conventional, first and second lien, adjustable and fixed rate, fully amortizing, residential mortgage loans. The mortgage loans were originated in accordance with underwriting guidelines that are not as strict as Fannie Mae and Freddie Mac guidelines. As a result, the mortgage loans may experience higher rates of delinquency, foreclosure and bankruptcy than if they had been underwritten in accordance with higher standards. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the certificates or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The certificates offered by this prospectus supplement will be purchased by Lehman Brothers Inc., as underwriter, from Structured Asset Securities Corporation, and are being offered from time to time for sale to the public in negotiated transactions or otherwise at varying prices to be determined at the time of sale. The underwriter has the right to reject any order. Proceeds to Structured Asset Securities Corporation from the sale of these certificates will be approximately 99.89% of their initial total class principal amount before deducting expenses. On or about January 31, 2005, delivery of the certificates offered by this prospectus supplement will be made through the book-entry facilities of The Depository Trust Company, Clearstream Banking Luxembourg and the Euroclear System. Underwriter: LEHMAN BROTHERS The date of this prospectus supplement is January 25, 2005

Important notice about information presented in this prospectus supplement and the accompanying prospectus: We provide information to you about the certificates offered by this prospectus supplement in two separate documents that progressively provide more detail: (1) the accompanying prospectus, which provides general information, some of which may not apply to your certificates and (2) this prospectus supplement, which describes the specific terms of your certificates. If information varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with different information. We are not offering the certificates in any state where the offer is not permitted. We do not claim that the information in this prospectus supplement and prospectus is accurate as of any date other than the dates stated on their respective covers. Dealers will deliver a prospectus supplement and prospectus when acting as underwriters of the certificates and with respect to their unsold allotments or subscriptions. In addition, all dealers selling the certificates will be required to deliver a prospectus supplement and prospectus for ninety days following the date of this prospectus supplement. We include cross-references in this prospectus supplement and the accompanying prospectus to captions in these materials where you can find further related discussions. The following tables of contents provide the pages on which these captions are located. S-ii

Tables of Contents Prospectus Supplement Page The Offered Certificates ;;;;;;;; S-1 Summary of Terms ;;;;;;;;;; S-3 Parties ;;;;;;;;;;;;;;; S-3 Risk Factors ;;;;;;;;;;;;; S-15 Description of the Certificates ;;;;;; S-28 General ;;;;;;;;;;;;;; S-28 Book-Entry Registration ;;;;;;; S-30 Distributions of Interest ;;;;;;;; S-33 Determination of LIBOR ;;;;;;; S-41 Distributions of ;;;;;;; S-42 Credit Enhancement ;;;;;;;;; S-52 Supplemental Interest Trust ;;;;;; S-56 Optional Purchase of Loans ;;;;;;;;;;;;;; S-60 The Trustee ;;;;;;;;;;;; S-60 Description of the Pools ;;;; S-61 General ;;;;;;;;;;;;;; S-61 Adjustable Rate Loans ;;;; S-63 The Indices;;;;;;;;;;;;; S-64 Primary Insurance ;;;;;; S-64 Pool 1 Loans ;;;;;;;; S-66 Pool 2 Loans ;;;;;;;; S-66 Pool 3 Loans ;;;;;;;; S-66 Additional Information ;;;;;;;;; S-67 The Originator and the Underwriting Guidelines ;;;;;;;;;;;; S-67 General ;;;;;;;;;;;;;; S-67 Underwriting Guidelines ;;;;;;; S-68 The Master Servicer ;;;;;;;;;; S-72 The Servicer ;;;;;;;;;;;;; S-74 General ;;;;;;;;;;;;;; S-74 New Century Corporation;;; S-75 JPMorgan Chase Bank, National Association ;;;;;;;;;;;; S-75 Servicing of the Loans ;;;;; S-78 General ;;;;;;;;;;;;;; S-78 Servicing Compensation and Payment of Expenses;;;;;;;;;;;;; S-78 Prepayment Interest Shortfalls ;;;;; S-79 Advances ;;;;;;;;;;;;; S-79 Primary Insurance ;;;;;; S-79 Collection of Taxes, Assessments and Similar Items ;;;;;;;;;;; S-79 Insurance Coverage ;;;;;;;;; S-80 Page Evidence as to Compliance ;;;;; S-80 Master Servicer Default; Servicer Default ;;;;;;;;;;;; S-80 The Credit Risk Manager;;;;;; S-80 Optional Repurchase of Defaulted Loans ;;;;;;;; S-80 Special Servicer for Distressed Loans ;;;;;;;; S-81 The Trust Agreement ;;;;;;;; S-81 General ;;;;;;;;;;;;; S-81 Assignment of Loans ;;; S-81 Representations and Warranties ;;; S-82 Voting Rights ;;;;;;;;;; S-83 Yield, Prepayment and Life ;;;;;;;;;;;;; S-83 General ;;;;;;;;;;;;; S-83 Overcollateralization;;;;;;;; S-86 Subordination of the Offered Subordinate Certificates ;;;;; S-86 Life ;;;;;; S-86 Material Federal Income Tax Considerations ;;;;;;;;; S-88 General ;;;;;;;;;;;;; S-88 Tax Treatment of the Offered Certificates ;;;;;;;;;; S-88 Legal Investment Considerations;;;; S-91 ERISA Considerations ;;;;;;;; S-91 ERISA Considerations With Respect to the Swap Agreement ;;;;;; S-92 Use of Proceeds ;;;;;;;;;; S-92 Underwriting ;;;;;;;;;;;; S-93 Legal Matters ;;;;;;;;;;; S-93 Ratings ;;;;;;;;;;;;;; S-93 Index of Terms ;;;;;;; S-95 Annex A: Global Clearance, Settlement and Tax Documentation Procedures S-A-1 Annex B: Certain Characteristics of the Loans ;;;;;;;; S-B-1 Annex C-1: Assumed Loan Characteristics ;;;;;;;;; S-C-1-1 Annex C-2: Amount Decrement Tables ;;;;;;;;;;;; S-C-2-1 Annex D: Swap Agreement Notional Amounts;;;;;;;; S-D-1 S-iii

Prospectus Page Description of the Securities ;;;;;;; 2 General;;;;;;;;;;;;;;; 2 Distributions on the Securities ;;;;; 2 Optional Termination ;;;;;;;;; 4 Optional Purchase of Securities ;;;;; 5 Other Purchases ;;;;;;;;;;; 5 Book-Entry Registration ;;;;;;;; 7 Yield, Prepayment and Maturity Considerations ;;;;;;;;;;; 12 Payment Delays ;;;;;;;;;;; 12 Prepayments;;;;;;;;; 12 Timing of Reduction of Amount 12 Interest or Securities ; 12 Final Distribution Date ;;;; 12 Prepayments and Life ; 13 Other Factors Affecting Life ;;;;;;;;;;;;;;; 14 The Trust Funds ;;;;;;;;;;;; 15 General;;;;;;;;;;;;;;; 15 Ginnie Mae Certificates ;;;;;;;; 17 Fannie Mae Certificates ;;;;;;;; 18 Freddie Mac Certificates ;;;;;;;; 20 Private -Backed Securities ;;; 22 The Loans ;;;;;;;;; 24 The Manufactured Home Loans ;;;;; 30 Pre-Funding Arrangements ;;;;;;; 33 Collection Account and Distribution Account ;;;;;;;;;;;;; 33 Other Funds or Accounts ;;;;;;; 34 Loan Underwriting Procedures and Standards ;;;;;;;;;;;;; 34 Underwriting Standards ;;;;;;;; 34 Loss Experience ;;;;;;;;;;; 36 Representations and Warranties ;;;;; 37 Substitution of Primary Assets ;;;;; 38 Servicing of Loans ;;;;;;;;;;; 38 General;;;;;;;;;;;;;;; 38 Collection Procedures; Escrow Accounts ; 39 Deposits to and Withdrawals from the Collection Account ;;;;;;;;; 40 Servicing Accounts ;;;;;;;;;; 41 Buy-Down Loans, GPM Loans and Other Subsidized Loans;;;;;;;;;; 41 Advances and Other Payments and Limitations Thereon ;;;;;;;; 43 Maintenance of Insurance Policies and Other Servicing Procedures;;;;;; 43 Presentation of Claims; Realization Upon Defaulted Loans ;;;;;;;;;; 46 Page Enforcement of Due-On-Sale Clauses ;; 47 Certain Rights Related to Foreclosure ;; 47 Servicing Compensation and Payment of Expenses ;;;;;;;;;;;;; 47 Evidence as to Compliance;;;;;;; 48 Certain Matters Regarding the Master Servicer ;;;;;;;;;;;;; 49 Certain Risks ;;;;;;;;;;;; 50 Credit Support ;;;;;;;;;;;;; 50 General;;;;;;;;;;;;;;; 50 Subordinate Securities; Subordination Reserve Fund ;;;;;;;;;;; 51 Cross-Support Features ;;;;;;;; 52 Insurance ;;;;;;;;;;;;;; 52 Letter of Credit ;;;;;;;;;;; 52 Financial Guaranty Insurance Policy ;;; 53 Reserve Funds ;;;;;;;;;;;; 53 Description of and Other Insurance 53 Insurance on the Loans ;;;; 54 Hazard Insurance on the Loans ;;;;; 59 Bankruptcy Bond;;;;;;;;;;; 61 Repurchase Bond;;;;;;;;;;; 61 The Agreements ;;;;;;;;;;;; 61 Issuance of Securities ;;;;;;;;; 62 Assignment of Primary Assets ;;;;; 62 Repurchase and Substitution of Non- Conforming Loans ;;;;;;;;; 64 Reports to Securityholders ;;;;;;; 65 Investment of Funds ;;;;;;;;; 66 Event of Default; Rights Upon Event of Default ;;;;;;;;;;;;;; 67 The Trustee ;;;;;;;;;;;;; 69 Duties of the Trustee ;;;;;;;;; 69 Resignation of Trustee ;;;;;;;; 70 Distribution Account ;;;;;;;;; 70 Expense Reserve Fund ;;;;;;;; 71 Amendment of Agreement ;;;;;;; 71 Voting Rights ;;;;;;;;;;;; 71 REMIC or FASIT Administrator ;;;; 71 Administration Agreement ;;;;;;; 71 Periodic Reports ;;;;;;;;;;; 72 Termination ;;;;;;;;;;;;; 72 Legal Aspects of Loans ;;;;;;;;; 73 s ;;;;;;;;;;;;; 73 Junior s; Rights of Senior s ;;;;;;;;;;;; 73 Cooperative Loans ;;;;;;;;;; 75 Foreclosure on s ;;;;;;; 77 S-iv

Prospectus (Continued) Page Realizing Upon Cooperative Loan Security 78 Rights of Redemption ;;;;;;;;; 79 Anti-Deficiency Legislation and Other Limitations on Lenders ;;;;;;; 79 Servicemembers Civil Relief Act ;;;; 81 Environmental Considerations ;;;;; 82 Due-on-Sale Clauses in Loans ; 83 Enforceability of Prepayment and Late Payment Fees ;;;;;;;;;;; 84 Equitable Limitations on Remedies ;;; 84 Applicability of Usury Laws ;;;;;; 85 Multifamily and Mixed Used Loans ;;; 85 Leases and Rents ;;;;;;;;;;; 86 Default Interest and Limitations on Payment ;;;;;;;;;;;;; 86 Secondary Financing; Due-on-Encumbrance Provisions;;;;;;;;;;;;; 86 Certain Laws and Regulations ;;;;; 87 Americans with Disabilities Act;;;;; 87 Personal Property;;;;;;;;;;; 87 Adjustable Interest Rate Loans ;;;;; 87 Manufactured Home Loans;;;;;;; 88 Material Federal Income Tax Considerations 91 Types of Securities ;;;;;;;;;; 91 Taxation of Securities Treated as Debt Instruments ;;;;;;;;;;;; 94 Page Exchangeable Securities ;;;;;;;; 100 REMIC Residual Certificates ;;;;;; 102 Grantor Trust Certificates ;;;;;;; 108 Partner Certificates ;;;;;;;;;; 111 Special Tax Attributes;;;;;;;;; 113 Backup Withholding ;;;;;;;;; 115 Reportable Transactions ;;;;;;;; 115 State and Local Tax Considerations ;;;; 116 ERISA Considerations;;;;;;;;;; 116 General;;;;;;;;;;;;;;; 116 The Underwriter Exemption ;;;;;; 117 Additional Considerations for Securities which are Notes ;;;;;;;;;; 121 Additional Fiduciary Considerations ;;; 121 Legal Investment Considerations ;;;;; 121 Legal Matters ;;;;;;;;;;;;; 122 The Depositor ;;;;;;;;;;;;; 122 Use of Proceeds ;;;;;;;;;;;; 123 Plan of Distribution;;;;;;;;;;; 123 Additional Information ;;;;;;;;; 124 Incorporation of Certain Documents by Reference ;;;;;;;;;;;;; 125 Reports to Securityholders ;;;;;;;; 125 Index of Defined Terms ;;;;;;;;; 126 S-v

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The Offered Certificates The certificates consist of the classes of certificates listed in the tables below, together with the Class B, Class P, Class X and Class R Certificates. Only the classes of certificates listed in the tables below are offered by this prospectus supplement. Related Initial Summary Interest Summary Interest (7) Class Interest Rate Formula (until Initial Rate Formula (after Initial Initial Certificate Ratings (7) Class Pool(s) Amount (1) Rate (2) Optional Termination Date) (3) Optional Termination Date) (5) Type Interest Type Moody s S&P Fitch A1 ;; 1 $ 26,688,000 3.645% 3.645% (4) 4.145% (4) Senior, Sequential Pay Fixed Rate Aaa AAA AAA A2 ;; 1 $ 26,813,000 3.920% 3.920% (4) 4.420% (4) Senior, Sequential Pay Fixed Rate Aaa AAA AAA A3 ;; 1 $ 9,931,000 4.150% 4.150% (4) 4.650% (4) Senior, Sequential Pay Fixed Rate Aaa AAA AAA A4 ;; 2 $223,686,000 2.830% LIBOR plus 0.300% (4) LIBOR plus 0.600% (4) Senior, Sequential Pay Variable Rate Aaa AAA AAA A5 ;; 2 $ 39,474,000 3.090% LIBOR plus 0.560% (4) LIBOR plus 1.120% (4) Senior, Sequential Pay Variable Rate Aaa AAA AAA A6 ;; 3 $101,391,000 2.650% LIBOR plus 0.120% (4) LIBOR plus 0.240% (4) Senior, Sequential Pay Variable Rate Aaa AAA AAA A7 ;; 3 $117,459,000 2.760% LIBOR plus 0.230% (4) LIBOR plus 0.460% (4) Senior, Sequential Pay Variable Rate Aaa AAA AAA A8 ;; 3 $ 19,073,000 2.880% LIBOR plus 0.350% (4) LIBOR plus 0.700% (4) Senior, Sequential Pay Variable Rate Aaa AAA AAA A9 ;; 1 $ 22,282,216 4.680% 4.680% (4) 5.180% (4) Senior, Sequential Pay Fixed Rate Aaa AAA AAA A10 ; 1 $ 10,820,784 5.230% 5.230% (4) 5.730% (4) Senior, Sequential Pay Fixed Rate Aaa AAA AAA A11 ; 1 $ 10,726,000 4.690% 4.690% (4) 5.190% (4) Non-Accelerating Senior (6) Fixed Rate Aaa AAA AAA M1 ; 1, 2 & 3 $ 22,122,000 3.000% LIBOR plus 0.470% (4) LIBOR plus 0.705% (4) Subordinated Variable Rate Aa1 AA+ AA+ M2 ; 1, 2 & 3 $ 12,845,000 3.020% LIBOR plus 0.490% (4) LIBOR plus 0.735% (4) Subordinated Variable Rate Aa2 AA+ AA+ M3 ; 1, 2 & 3 $ 12,844,000 3.050% LIBOR plus 0.520% (4) LIBOR plus 0.780% (4) Subordinated Variable Rate Aa3 AA AA M4 ; 1, 2 & 3 $ 16,413,000 3.280% LIBOR plus 0.750% (4) LIBOR plus 1.125% (4) Subordinated Variable Rate N/R AA- A+ M5 ; 1, 2 & 3 $ 4,995,000 3.330% LIBOR plus 0.800% (4) LIBOR plus 1.200% (4) Subordinated Variable Rate A3 A A M6 ; 1, 2 & 3 $ 7,136,000 3.830% LIBOR plus 1.300% (4) LIBOR plus 1.950% (4) Subordinated Variable Rate Baa1 A- A- M7 ; 1, 2 & 3 $ 7,136,000 3.930% LIBOR plus 1.400% (4) LIBOR plus 2.100% (4) Subordinated Variable Rate Baa2 BBB+ BBB M8 ; 1, 2 & 3 $ 7,136,000 4.830% LIBOR plus 2.300% (4) LIBOR plus 3.450% (4) Subordinated Variable Rate Baa3 BBB BBB- M9 ; 1, 2 & 3 $ 7,136,000 5.030% LIBOR plus 2.500% (4) LIBOR plus 3.750% (4) Subordinated Variable Rate Ba2 BBB- N/R (1) These balances are approximate, as described in this prospectus supplement. (2) Reflects the interest rate as of the closing date. (3) Reflects the summary interest rate formula up to and including the earliest possible distribution date on which the master servicer has the option to purchase the mortgage loans as described under Description of the Certificates Optional Purchase of the Loans. (4) Subject to the applicable net funds cap, as described in this prospectus supplement under Summary of Terms The Certificates Payments on the Certificates Interest Payments. (5) Reflects the summary interest rate formula after the option to purchase the mortgage loans is not exercised by the master servicer at the earliest possible distribution date as described under Description of the Certificates Optional Purchase of the Loans. (6) The Class A11 Certificates will not receive accelerated payments of principal to the same extent as the other senior certificates because principal distributions with respect to this class will not be made until the distribution date in February 2008. (7) The designation N/R means that the specified rating agency will not publicly rate the certificates of that class. S-1

The offered certificates will also have the following characteristics: Class Record Date (1) Delay/Accrual Interest Accrual Period (2) Convention Final Distribution Date Minimum Denominations Incremental Denominations CUSIP Number A1 ;;;;;;;;;;;;; CM 24 day 30/360 2/25/2035 $ 25,000 $1 86359B X6 3 A2 ;;;;;;;;;;;;; CM 24 day 30/360 2/25/2035 $ 25,000 $1 86359B X7 1 A3 ;;;;;;;;;;;;; CM 24 day 30/360 2/25/2035 $ 25,000 $1 86359B X8 9 A4 ;;;;;;;;;;;;; DD 0 day Actual/360 2/25/2035 $ 25,000 $1 86359B X9 7 A5 ;;;;;;;;;;;;; DD 0 day Actual/360 2/25/2035 $ 25,000 $1 86359B Y2 1 A6 ;;;;;;;;;;;;; DD 0 day Actual/360 2/25/2014 $ 25,000 $1 86359B Y3 9 A7 ;;;;;;;;;;;;; DD 0 day Actual/360 2/25/2035 $ 25,000 $1 86359B Y4 7 A8 ;;;;;;;;;;;;; DD 0 day Actual/360 2/25/2035 $ 25,000 $1 86359B Y5 4 A9 ;;;;;;;;;;;;; CM 24 day 30/360 2/25/2035 $ 25,000 $1 86359B Y6 2 A10 ;;;;;;;;;;;; CM 24 day 30/360 2/25/2035 $ 25,000 $1 86359B Y7 0 A11 ;;;;;;;;;;;; CM 24 day 30/360 2/25/2035 $ 25,000 $1 86359B Y8 8 M1 ;;;;;;;;;;;;; DD 0 day Actual/360 2/25/2035 $100,000 $1 86359B Y9 6 M2 ;;;;;;;;;;;;; DD 0 day Actual/360 2/25/2035 $100,000 $1 86359B Z2 0 M3 ;;;;;;;;;;;;; DD 0 day Actual/360 2/25/2035 $100,000 $1 86359B Z3 8 M4 ;;;;;;;;;;;;; DD 0 day Actual/360 2/25/2035 $100,000 $1 86359B Z4 6 M5 ;;;;;;;;;;;;; DD 0 day Actual/360 2/25/2035 $100,000 $1 86359B Z5 3 M6 ;;;;;;;;;;;;; DD 0 day Actual/360 2/25/2035 $100,000 $1 86359B Z6 1 M7 ;;;;;;;;;;;;; DD 0 day Actual/360 2/25/2035 $100,000 $1 86359B Z7 9 M8 ;;;;;;;;;;;;; DD 0 day Actual/360 2/25/2035 $100,000 $1 86359B Z8 7 M9 ;;;;;;;;;;;;; DD 0 day Actual/360 2/25/2035 $100,000 $1 86359B Z9 5 (1) DD = For any distribution date, the close of business on the business day immediately before that distribution date. CM = For any distribution date, the last business day of the calendar month immediately before the related distribution date. (2) 0 day = For any distribution date, the interest accrual period will be the period beginning on the immediately preceding distribution date (or January 25, 2005, in the case of the first interest accrual period) and ending on the calendar day immediately before the related distribution date. 24 day = For any distribution date, the interest accrual period will be the calendar month immediately before the related distribution date. S-2

Summary of Terms s This summary highlights selected information from this document and does not contain all of the information that you need to consider in making your investment decision. To understand all of the terms of the offering of the certificates, it is necessary that you read carefully this entire document and the accompanying prospectus. s While this summary contains an overview of certain calculations, cash flow priorities and other information to aid your understanding, you should read carefully the full description of these calculations, cash flow priorities and other information in this prospectus supplement and the accompanying prospectus before making any investment decision. s Some of the information that follows consists of forward-looking statements relating to future economic performance or projections and other financial items. Forward-looking statements are subject to a variety of risks and uncertainties, such as general economic and business conditions and regulatory initiatives and compliance, many of which are beyond the control of the parties participating in this transaction. Accordingly, what actually happens may be very different from the projections included in this prospectus supplement. s Whenever we refer to a percentage of some or all of the mortgage loans in the trust fund, that percentage has been calculated on the basis of the total scheduled principal balance of those mortgage loans as of January 1, 2005, unless we specify otherwise. We explain in this prospectus supplement under Description of the Certificates Distributions of how the scheduled principal balance of a mortgage loan is determined. Whenever we refer in this Summary of Terms or in the Risk Factors section of this prospectus supplement to the total principal balance of any mortgage loans, we mean the total of their scheduled principal balances unless we specify otherwise. Parties Sponsor and Seller Lehman Brothers Holdings Inc. will sell the mortgage loans to the depositor. Lehman Brothers Inc., will oversee the servicing of the mortgage loans by the primary servicer. Depositor Structured Asset Securities Corporation, a Delaware special purpose corporation, will sell the mortgage loans to the issuing entity. Issuing Entity Structured Asset Securities Corporation 2005-NC1. Trustee LaSalle Bank National Association. Master Servicer Aurora Loan Services LLC, an affiliate of the seller, the depositor, the swap counterparty and Primary Servicer On the closing date, New Century Corporation will service all of the mortgage loans included in the trust fund. It is anticipated that all of the mortgage loans will be transferred to JPMorgan Chase Bank, National Association for servicing on or about April 1, 2005. Credit Risk Manager Risk Management Group, LLC will monitor and advise the servicer with respect to default management of the mortgage loans and also prepare certain loan-level reports for the trust fund which will be available for review by certificateholders. S-3

Originator New Century Corporation originated all of the mortgage loans to be included in the trust fund. Swap Counterparty Lehman Brothers Special Financing Inc. PMI Insurer On the closing date, Guaranty Insurance Corporation will provide primary mortgage insurance for certain of the first lien mortgage loans with original loan-to-value ratios in excess of 80%. The Certificates The certificates offered by this prospectus supplement will be issued with the initial approximate characteristics set forth in the tables on pages S-1 and S-2. The offered certificates will be issued in bookentry form. The minimum denominations and the incremental denominations of each class of offered certificates are set forth in the table on page S-2. The certificates represent ownership interests in a trust fund, the assets of which will consist primarily of conventional, first and second lien, adjustable and fixed rate, fully amortizing, residential mortgage loans having a total principal balance as of the cut-off date, which is January 1, 2005, of approximately $713,599,312. In addition, the supplemental interest trust will hold an interest rate swap agreement for the benefit of the certificateholders. The mortgage loans to be included in the trust fund will be divided into three mortgage pools: pool 1, pool 2 and pool 3. Pool 1 will consist of fixed rate mortgage loans with original principal balances which may be less than, equal to, or in excess of, Fannie Mae original loan amount limitations. Pool 2 will consist of those fixed and adjustable rate mortgage loans in the trust fund with original principal balances which do not exceed the applicable Fannie Mae maximum original loan amount limitations for one- to four-family residential mortgaged properties. Pool 3 will consist of fixed and adjustable rate mortgage loans with original principal balances which may be less than, equal to, or in excess of, Fannie Mae original loan amount limitations. Payments of principal and interest on the Class A1, Class A2, Class A3, Class A9, Class A10 and Class A11 Certificates will be based primarily on collections from the pool 1 mortgage loans. Payments of principal and interest on the Class A4 and Class A5 Certificates will be based primarily on collections from the pool 2 mortgage loans. Payments of principal and interest on the Class A6, Class A7 and Class A8 Certificates will be based primarily on collections from the pool 3 mortgage loans. Payments of principal and interest on the Class M1, M2, M3, M4, M5, M6, M7, M8, M9 and B Certificates will be based on collections from all three mortgage pools as described herein. The rights of holders of the Class M1, M2, M3, M4, M5, M6, M7, M8, M9 and B Certificates to receive payments of principal and interest will be subordinate to the rights of the holders of certificates having a senior priority of payment, as described in this Summary of Terms under Enhancement of Likelihood of Payment on the Certificates Subordination of Payments below. We refer to the Class M1, M2, M3, M4, M5, M6, M7, M8, M9 and B Certificates collectively as subordinate certificates. We refer to the Class A1, A2, A3, A4, A5, A6, A7, A8, A9, A10 and A11 Certificates collectively as senior certificates. The Class P Certificates will be entitled to receive all the cash flow from the mortgage pools solely arising from prepayment premiums paid by the borrowers on certain voluntary, full and partial prepayments of the mortgage loans. Accordingly, these amounts will not be available for payments to the holders of other classes of certificates. The Class X Certificates will be entitled to receive any monthly excess cashflow remaining after required distributions are made to the offered certificates and the Class B Certificates. The Class B, Class X, Class P and Class R Certificates are not offered by this prospectus supplement. The offered certificates will have an approximate total initial principal amount of S-4

$706,107,000. Any difference between the total principal amount of the offered certificates on the date they are issued and the approximate total principal amount of the offered certificates as reflected in this prospectus supplement will not exceed 5%. Payments on the Certificates and interest on the certificates will be paid on the 25th day of each month, beginning in February 2005. However, if the 25th day is not a business day, payments will be made on the next business day after the 25th day of the month. Interest Payments Interest will accrue on each class of senior certificates at the applicable annual rates described below: s Class A1 Certificates: the lesser of (1) the applicable annual rate set forth in the table on page S-1 and (2) with respect to any distribution date on which any of the Class A4, A5, A6, A7 or A8 Certificates are outstanding, the pool 1 net funds cap and after the distribution date on which the class principal amount of the Class A4, A5, A6, A7 and A8 Certificates have each been reduced to zero, the subordinate net funds cap. s Class A2 Certificates: the lesser of (1) the applicable annual rate set forth in the table on page S-1 and (2) with respect to any distribution date on which any of the Class A4, A5, A6, A7 or A8 Certificates are outstanding, the pool 1 net funds cap and after the distribution date on which the class principal amount of the Class A4, A5, A6, A7 and A8 Certificates have each been reduced to zero, the subordinate net funds cap. s Class A3 Certificates: the lesser of (1) the applicable annual rate set forth in the table on page S-1 and (2) with respect to any distribution date on which any of the Class A4, A5, A6, A7 or A8 Certificates are outstanding, the pool 1 net funds cap and after the distribution date on which the class principal amounts of the Class A4, A5, A6, A7 and A8 Certificates have each been reduced to zero, the subordinate net funds cap. s Class A4 Certificates: the lesser of (1) the applicable annual rate as described in the table on page S-1 and (2) with respect to any distribution date on which any of the Class A1, A2, A3, A6, A7, A8, A9, A10 or A11 Certificates are outstanding, the pool 2 net funds cap and after the distribution date on which the class principal amounts of the Class A1, A2, A3, A6, A7, A8, A9, A10 and A11 Certificates have each been reduced to zero, the subordinate net funds cap. s Class A5 Certificates: the lesser of (1) the applicable annual rate as described in the table on page S-1 and (2) with respect to any distribution date on which any of the Class A1, A2, A3, A6, A7, A8, A9, A10 or A11 Certificates are outstanding, the pool 2 net funds cap and after the distribution date on which the class principal amounts of the Class A1, A2, A3, A6, A7, A8, A9, A10 and A11 Certificates have each been reduced to zero, the subordinate net funds cap. s Class A6 Certificates: the lesser of (1) the applicable annual rate as described in the table on page S-1 and (2) with respect to any distribution date on which any of the Class A1, A2, A3, A4, A5, A9, A10 or A11 Certificates are outstanding, the pool 3 net funds cap and after the distribution date on which the class principal amounts of the Class A1, A2, A3, A4, A5, A9, A10 and A11 Certificates have each been reduced to zero, the subordinate net funds cap. s Class A7 Certificates: the lesser of (1) the applicable annual rate as described in the table on page S-1 and (2) with respect to any distribution date on which any of the Class A1, A2, A3, A4, A5, A9, A10 or A11 Certificates are outstanding, the pool 3 net funds cap and after the distribution date on which the class principal amounts of the Class A1, A2, A3, A4, A5, A9, A10 and A11 S-5

Certificates have each been reduced to zero, the subordinate net funds cap. s Class A8 Certificates: the lesser of (1) the applicable annual rate as described in the table on page S-1 and (2) with respect to any distribution date on which any of the Class A1, A2, A3, A4, A5, A9, A10 or A11 Certificates are outstanding, the pool 3 net funds cap and after the distribution date on which the class principal amounts of the Class A1, A2, A3, A4, A5, A9, A10 and A11 Certificates have each been reduced to zero, the subordinate net funds cap. s Class A9 Certificates: the lesser of (1) the applicable annual rate set forth in the table on page S-1 and (2) with respect to any distribution date on which any of the Class A4, A5, A6, A7 or A8 Certificates are outstanding, the pool 1 net funds cap and after the distribution date on which the class principal amounts of the Class A4, A5, A6, A7 and A8 Certificates have each been reduced to zero, the subordinate net funds cap. s Class A10 Certificates: the lesser of (1) the applicable annual rate set forth in the table on page S-1 and (2) with respect to any distribution date on which any of the Class A4, A5, A6, A7 or A8 Certificates are outstanding, the pool 1 net funds cap and after the distribution date on which the class principal amounts of the Class A4, A5, A6, A7 and A8 Certificates have each been reduced to zero, the subordinate net funds cap. s Class A11 Certificates: the lesser of (1) the applicable annual rate set forth in the table on page S-1 and (2) with respect to any distribution date on which any of the Class A4, A5, A6, A7 or A8 Certificates are outstanding, the pool 1 net funds cap and after the distribution date on which the class principal amounts of the Class A4, A5, A6, A7 and A8 Certificates have each been reduced to zero, the subordinate net funds cap. Interest will accrue on each class of the Class M1, M2, M3, M4, M5, M6, M7, M8 and M9 Certificates at an annual rate equal to the lesser of (1) the applicable annual rate as described in the table on page S-1 and (2) the subordinate net funds cap. If the option to purchase the mortgage loans is not exercised by the master servicer on the initial optional termination date as described under The Loans Optional Purchase of Loans below, then with respect to the next distribution date and each distribution date thereafter, the annual rate in clause (1) of each interest rate set forth above will be increased for each class of certificates to the applicable annual rate as described in the table on page S-1, subject in each case to the applicable net funds cap. See The Loans Optional Purchase of Loans below. The pool 1 net funds cap is a limitation generally based on the amount of interest collections received from pool 1 mortgage loans during the applicable collection period, net of certain fees and expenses of the trust fund and any swap payments owed to the swap counterparty allocable to pool 1. The pool 2 net funds cap is a limitation generally based on the amount of interest collections received from pool 2 mortgage loans during the applicable collection period, net of certain fees and expenses of the trust fund and any swap payments owed to the swap counterparty allocable to pool 2. The pool 3 net funds cap is a limitation generally based on the amount of interest collections received from pool 3 mortgage loans during the applicable collection period, net of certain fees and expenses of the trust fund and any swap payments owed to the swap counterparty allocable to pool 3. The subordinate net funds cap is generally the weighted average of the pool 1 net funds cap, the pool 2 net funds cap and the pool 3 net funds cap. For a complete description of the applicable net funds caps and the priority of payment of interest, see Description of the Certificates Distributions of Interest in this prospectus supplement. S-6

Payments The amount of principal payable to the offered certificates will be determined by (1) formulas that allocate portions of principal payments received on the mortgage loans among all of the mortgage pools and the different certificate classes, (2) funds received on the mortgage loans that are available to make principal payments on the certificates and (3) the application of excess interest from each mortgage pool to pay principal on the certificates. Funds received on the mortgage loans may consist of (a) expected monthly scheduled payments or (b) unexpected payments resulting from prepayments or defaults by borrowers, liquidation of defaulted mortgage loans or repurchases of mortgage loans under the circumstances described in this prospectus supplement. The manner of allocating payments of principal on the mortgage loans will differ, as described in this prospectus supplement, depending upon whether a distribution date occurs before the distribution date in February 2008 or on or after that date, and depending upon whether the delinquency and loss performance of the mortgage loans is worse than certain levels set by the rating agencies. In addition, the Class A11 Certificates are nonaccelerating senior certificates and will generally receive no payments of principal for the first three years after the closing date, and thereafter the Class A11 Certificates will receive principal generally in an increasing amount for the next four years, thus accelerating the payment of these certificates while slowing the payment of principal to the other certificates relating to Pool 1. See Description of the Certificates Distributions of in this prospectus supplement. Limited Recourse The only source of cash available to make interest and principal payments on the certificates will be the assets of the trust fund and the supplemental interest trust. The trust fund will have no source of cash other than collections and recoveries of the mortgage loans through insurance or otherwise. No other entity will be required or expected to make any payments on the certificates. Enhancement of Likelihood of Payment on the Certificates The payment structure of this securitization includes excess interest, overcollateralization, subordination, loss allocation and limited crosscollateralization features, primary mortgage insurance and an interest rate swap agreement to enhance the likelihood that holders of more senior classes of certificates will receive regular distributions of interest and principal. The Class B Certificates are more likely to experience losses than the Class M9, M8, M7, M6, M5, M4, M3, M2 and M1 Certificates and the senior certificates. The Class M9 Certificates are more likely to experience losses than the Class M8, M7, M6, M5, M4, M3, M2 and M1 Certificates and the senior certificates. The Class M8 Certificates are more likely to experience losses than the Class M7, M6, M5, M4, M3, M2 and M1 Certificates and the senior certificates. The Class M7 Certificates are more likely to experience losses than the Class M6, M5, M4, M3, M2 and M1 Certificates and the senior certificates. The Class M6 Certificates are more likely to experience losses than the Class M5, M4, M3, M2 and M1 Certificates and the senior certificates. The Class M5 Certificates are more likely to experience losses than the Class M4, M3, M2 and M1 Certificates and the senior certificates. The Class M4 Certificates are more likely to experience losses than the Class M3, M2 and M1 Certificates and the senior certificates. The Class M3 Certificates are more likely to experience losses than the Class M2 and M1 Certificates and the senior certificates. The Class M2 Certificates are more likely to experience losses than the Class M1 Certificates and the senior certificates. The Class M1 Certificates are more likely to experience losses than the senior certificates. See Risk Factors Potential Inadequacy of Credit Enhancement and Description of the Certificates Credit Enhancement and Supplemental Interest Trust and Description of the Pools Primary Insurance in this prospectus supplement for a more detailed description of the excess interest, overcollateralization, subordination, loss allocation, primary mortgage insurance and limited crosscollateralization features and of the supplemental interest trust. S-7

Subordination of Payments Certificates with an A in their class designation will have a payment priority as a group over all other certificates. The Class M1 Certificates will have a payment priority over the Class M2, M3, M4, M5, M6, M7, M8, M9 and B Certificates; the Class M2 Certificates will have a payment priority over the Class M3, M4, M5, M6, M7, M8, M9 and B Certificates; the Class M3 Certificates will have a payment priority over the Class M4, M5, M6, M7, M8, M9 and B Certificates; the Class M4 Certificates will have a payment priority over the Class M5, M6, M7, M8, M9 and B Certificates; the Class M5 Certificates will have a payment priority over the Class M6, M7, M8, M9 and B Certificates; the Class M6 Certificates will have a payment priority over the Class M7, M8, M9 and B Certificates; the Class M7 Certificates will have a payment priority over the Class M8, M9 and B Certificates; the Class M8 Certificates will have a payment priority over the Class M9 and B Certificates; and the Class M9 Certificates will have a payment priority over the Class B Certificates. Each class of offered certificates and the Class B Certificates will have a payment priority over the Class X and Class R Certificates. See Description of the Certificates Credit Enhancement Subordination in this prospectus supplement. Allocation of Losses As described in this prospectus supplement, amounts representing losses on the mortgage loans (to the extent that those losses exceed excess interest and any overcollateralization, as described in this prospectus supplement) will be applied to reduce the principal amount of the subordinate class of offered certificates still outstanding that has the lowest payment priority, until the principal amount of that class of certificates has been reduced to zero. For example, losses in excess of overcollateralization and excess interest will first be allocated in reduction of the principal amount of the Class B Certificates until it is reduced to zero, then in reduction of the principal amount of the Class M9 Certificates until it is reduced to zero, then in reduction of the principal amount of the Class M8 Certificates until it is reduced to zero, then in reduction of the principal amount of the Class M7 Certificates until it is reduced to zero, then in reduction of the principal amount of the Class M6 Certificates until it is reduced to zero, then in reduction of the principal amount of the Class M5 Certificates until it is reduced to zero, then in reduction of the principal amount of the Class M4 Certificates until it is reduced to zero, then in reduction of the principal amount of the Class M3 Certificates until it is reduced to zero, then in reduction of the principal amount of the Class M2 Certificates until it is reduced to zero and finally in reduction of the principal amount of the Class M1 Certificates until it is reduced to zero. If a loss has been allocated to reduce the principal amount of your subordinate certificate, it is unlikely that you will receive any payment in respect of that reduction. If the applicable subordination is insufficient to absorb losses, then holders of senior certificates will incur losses and may never receive all of their principal payments. See Description of the Certificates Credit Enhancement Application of Realized Losses in this prospectus supplement. Excess Interest The mortgage loans bear interest each month that in the aggregate is expected to exceed the amount needed to pay monthly interest on the offered certificates, certain fees and expenses of the trust fund and any swap payments owed to the swap counterparty. This excess interest received from the mortgage loans each month will be available to absorb realized losses on the mortgage loans and to maintain overcollateralization at required levels. See Risk Factors Potential Inadequacy of Credit Enhancement and Description of the Certificates Credit Enhancement Excess Interest in this prospectus supplement. Overcollateralization On the closing date, the total scheduled principal balance of the mortgage loans in the trust fund is expected to exceed the total principal amount of the offered certificates and the Class B Certificates by approximately $3,567,312, which represents approximately 0.50% of the total scheduled principal balance of the mortgage loans in S-8

the trust fund as of January 1, 2005. This condition is referred to in this prospectus supplement as overcollateralization. Thereafter, to the extent described in this prospectus supplement, a portion of excess interest may be applied to pay principal on the certificates to the extent needed to maintain the required level of overcollateralization. We cannot, however, assure you that sufficient interest will be generated by the mortgage loans to maintain any level of overcollateralization. See Risk Factors Potential Inadequacy of Credit Enhancement and Description of the Certificates Credit Enhancement Overcollateralization in this prospectus supplement. Limited Cross-Collateralization Under certain limited circumstances, principal payments on the mortgage loans in a pool may be distributed as principal to holders of the senior certificates corresponding to another pool or pools. If the senior certificates relating to one pool have been retired, then principal payments on the mortgage loans relating to the retired senior certificates will be distributed to the remaining senior certificates of the other pool or pools, if any, before being distributed to the Class M1, M2, M3, M4, M5, M6, M7, M8, M9 and B Certificates. See Risk Factors Potential Inadequacy of Credit Enhancement and Description of the Certificates Distributions of in this prospectus supplement. Primary Insurance On the closing date, a loan-level primary mortgage insurance policy will be obtained on behalf of the trust fund from Guaranty Insurance Corporation in order to provide initial or supplementary primary mortgage insurance coverage for approximately 70.64% of those first lien mortgage loans with original loan-to-value ratios in excess of 80%. However, this primary mortgage insurance policy will provide only limited protection against losses on defaulted mortgage loans. See Risk Factors Potential Inadequacy of Credit Enhancement Primary Insurance and Description of the Pools Primary Insurance in this prospectus supplement. The Interest Rate Swap Agreement The trustee, on behalf of the supplemental interest trust, will enter into an interest rate swap agreement with Lehman Brothers Special Financing Inc., as swap counterparty. Under the interest rate swap agreement, commencing on the distribution date in March 2005 and ending on the distribution date in January 2010, the supplemental interest trust will be obligated to make fixed payments at the applicable rate of payment owed by the trust fund, which will range from 2.00% to 4.25% per annum as described in this prospectus supplement, and the swap counterparty will be obligated to make floating payments at LIBOR (as determined pursuant to the interest rate swap agreement), in each case calculated on a scheduled notional amount. To the extent that a fixed payment exceeds the floating payment on any distribution date, amounts otherwise available to certificateholders will be applied to make a swap payment to the swap counterparty, and to the extent that a floating payment exceeds the fixed payment on any distribution date, the swap counterparty will owe a swap payment to the supplemental interest trust. Any net amounts received under the interest rate swap agreement will be paid by the supplemental interest trust as described in this prospectus supplement. See Description of the Certificates Supplemental Interest Trust Interest Rate Swap Agreement and Application of Payments Received under the Interest Rate Swap Agreement in this prospectus supplement. Final Distribution Date The final scheduled distribution date for the offered certificates will be the applicable distribution date specified in the table on page S-2. The final scheduled distribution date for the offered certificates (other than the Class A6 Certificates) is based upon the second distribution date after the month of the scheduled maturity of the latest maturing mortgage loan in the related mortgage pool. The final scheduled distribution date for the Class A6 Certificates is determined based upon the assumption that the mortgage loans prepay at a S-9

constant rate of 11.70% of the prepayment assumption used in this prospectus supplement. The actual final distribution date for each class of offered certificates may be earlier or later, and could be substantially earlier, than the applicable final scheduled distribution date. The NIMS Insurer One or more insurance companies, referred to herein collectively as the NIMS Insurer, may issue a financial guaranty insurance policy covering certain payments to be made on net interest margin securities to be issued by a separate trust or other special purpose entity and secured by all or a portion of the Class P and Class X Certificates. In that event, the NIMS Insurer will be able to exercise rights which could adversely affect certificateholders. We refer you to Risk Factors Rights of the NIMS Insurer May Affect Offered Certificates in this prospectus supplement for additional information concerning the NIMS Insurer. The Loans On the closing date, which is expected to be on or about January 31, 2005, the assets of the trust fund will consist primarily of three pools of conventional, first and second lien, adjustable and fixed rate, fully amortizing, residential mortgage loans with a total principal balance as of the cut-off date of approximately $713,599,312. The mortgage loans will be secured by mortgages, deeds of trust or other security instruments, all of which are referred to in this prospectus supplement as mortgages. The Depositor expects the mortgage loans to have the following approximate characteristics as of the cut-off date: Pool 1 Pool Summary Range or Total Total Number of Loans ;;;;;;;;;;;;;; 857 Number of Fixed Rate Loans ;;;;;;;;; 857 100.00% Number of Adjustable Rate Loans ;;;;;;; 0 0.00% Total ;;;;;;;;;;; $125,819,680 s ;;;;;;;;;;;;; $38,162 to $687,378 $146,814 Rates ;;;;;;;;;;;;;;;;;;; 5.55% to 12.05% 7.18% Original Terms to Maturity (in months) ;;;;;;;;; 120 to 360 341 Remaining Terms to Maturity (in months) ;;;;;;;; 119 to 359 340 Original Combined Loan-to-Value Ratios ;;;;;;;; 9.91% to 100.00% 78.70% Number of Second Lien Loans ;;;;;;;; 0 0.00% Number of Interest Only Loans ;;;;;;;; 0 0.00% Geographic Distribution in Excess of 10.00% of the Total : s California;;;;;;;;;;;;;;;;;;;; 123 22.50% Maximum Single Zip Code Concentration ;;;;;;;; 0.66% Credit Scores ;;;;;;;;;;;;;;;;;;;; 501 to 797 635 Number of Loans with Prepayment Penalties at Origination ;;;;;;;;;;;;;;;;;;;; 675 83.38% S-10

Pool 2 Pool Summary Range or Total Total Number of Loans ;;;;;;;;;;;;;; 2,095 Number of Fixed Rate Loans ;;;;;;;;; 415 13.14% Number of Adjustable Rate Loans ;;;;;;; 1,680 86.86% Total ;;;;;;;;;;; $308,691,664 s ;;;;;;;;;;;;; $22,902 to $332,724 $147,347 Rates ;;;;;;;;;;;;;;;;;;; 4.99% to 12.80% 7.48% Original Terms to Maturity (in months) ;;;;;;;;; 180 to 360 358 Remaining Terms to Maturity (in months) ;;;;;;;; 175 to 360 357 Original Combined Loan-to-Value Ratios ;;;;;;;; 14.57% to 100% 81.46% Number of Second Lien Loans ;;;;;;;; 164 3.44% Number of Interest Only Loans ;;;;;;;; 77 5.50% Geographic Distribution in Excess of 10.00% of the Total : s California;;;;;;;;;;;;;;;;;;;; 24.58% 24.58% s Florida ;;;;;;;;;;;;;;;;;;;;; 11.29% 11.29% Maximum Single Zip Code Concentration ;;;;;;;; 0.40% Credit Scores ;;;;;;;;;;;;;;;;;;;; 500 to 825 617 Number of Loans with Prepayment Penalties at Origination ;;;;;;;;;;;;;;; 1,544 74.60% Gross Margins* ;;;;;;;;;;;;;;;;;;; 1.00% to 7.25% 5.58% Maximum Rates* ;;;;;;;;;;;;;; 11.80% to 16.28% 14.36% Minimum Rates* ;;;;;;;;;;;;;; 5.00% to 9.28% 7.38% Months to Next Rate Adjustment* ;;;;;;; 19 to 36 23 Initial Caps* ;;;;;;;;;;;;;;;;;;;; 1.00% to 1.50% 1.50% Periodic Caps* ;;;;;;;;;;;;;;;;;;; 1.00% to 1.50% 1.50% * The weighted average is based only on the adjustable rate mortgage loans in pool 2. S-11