STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-2
TERMS AGREEMENT
Dated: February 25, 2004
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of February 1, 2004 (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 2004-2.
Terms of the Series 2004-2 Certificates: Structured Adjustable Rate Mortgage
Loan, Series 2004-2 Mortgage Pass-Through Certificates, Class 1-A1, Class 1-A2,
Class 1-AX, Class 2-A, Class 3-A, Class 3-AX, Class 4-A1, Class 4-A2, Class
4-A3, Class 4-AX, Class 4-PAX, Class 5-A, Class 5-AX, Class B1-I, Class B1X-I,
Class B2-I, Class B2X-I, Class B1-II, Class B2-II, Class B3, Class B4, Class B5,
Class B6, Class P-I, Class P-II, Class P-III 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"). Only the Class 1-A1, Class 1-A2, Class 1-AX, Class
2-A, Class 3-A, Class 3-AX, Class 4-A1, Class 4-A2, Class 4-A3, Class 4-AX,
Class 4-PAX, Class 5-A, Class 5-AX, Class B1-I, Class B1X-I, Class B2-I, Class
B2X-I, Class B1-II, Class B2-II, Class B3 and Class R (the "Offered
Certificates") are being sold pursuant to the terms hereof.
Registration Statement: File Number 333-106295.
Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class 1-A1, Class 1-A2, Class 1-AX, Class 2-A, Class 3-A, Class 3-AX, Class
4-A1, Class 4-A2, Class 4-A3, Class 4-AX, Class 4-PAX, Class 5-A, Class 5-AX and
Class R 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 B1-I,
Class B1X-I and Class B1-II Certificates be rated "AA" by S&P; the Class B2-I,
Class B2X-I and Class B2-II Certificates be rated "A" by S&P and the Class B3
Certificates be rated "BBB" by S&P.
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 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: February 1, 2004.
Closing Date: 10:00 A.M., New York time, on or about February 27, 2004. 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]
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: Senior Vice President
Accepted:
STRUCTURED ASSET SECURITIES CORPORATION
By:
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Schedule 1
----------
Class Initial Certificate Certificate Purchase Price
----- Principal Interest Rate Percentage
Amount(1) ------------- --------------
---------
1-A1 $103,624,000 Adjustable(2) 100%
1-A2 $25,000,000 Adjustable(2) 100%
1-AX (3) Adjustable(2)(3) 100%
2-A $181,235,000 Adjustable(2) 100%
3-A $50,002,000 3.47%(4) 100%
3-AX (3) 3.47%(3) 100%
4-A1 $307,821,000 4.26%(4) 100%
4-A2 $75,000,000 3.40%(4) 100%
4-A3 $110,000,000 3.98%(4) 100%
4-AX (3) 4.20%(3) 100%
4-PAX (3) 4.20%(3) 100%
5-A $51,178,000 4.35%(4) 100%
5-AX (3) 4.35%(3) 100%
B1-I $4,519,000 Adjustable(3) 100%
B1X-I (3) Adjustable(2)(3) 100%
B2-I $2,085,000 Adjustable(3) 100%
B2X-I (3) Adjustable(2)(3) 100%
B1-II $33,252,000 Adjustable(2) 100%
B2-II $7,896,000 Adjustable(2) 100%
B3 $6,654,000 Adjustable(2) 100%
R $100 Adjustable(2) 100%
__________
(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 1-AX, Class 3-AX, Class 4-AX, Class 4-PAX, Class 5-AX, Class
B1X-I and Class B2X-I 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. With respect to any distribution date on or prior to December
2008, the amount of interest payable to each of the Class 4-AX and Class
4-PAX Certificates is subject to adjustment as described in the prospectus
supplement. After the distribution date in December 2008, the Class 3-AX
Certificates will no longer be entitled to receive distributions of any
kind. After the distribution date in December 2008, the Class 4-AX and
Class 4-PAX Certificates will no longer be entitled to receive
distributions of any kind. After the distribution date in December 2010,
the Class 5-AX Certificates will no longer be entitled to receive
distributions of any kind.
(4) The Class 3-A Certificates will bear interest based on the interest rate
specified above until the distribution date in December 2008, subject to
adjustment as described in the prospectus supplement. Beginning with the
distribution date in January 2009, the Class 3-A Certificates will bear
interest at the Net WAC for pool 3 as described in the prospectus
supplement. The Class 4-A1, Class 4-A2 and Class 4-A3 Certificates will
bear interest based on the interest rate specified above until the
distribution date in December 2008, subject to adjustment as described in
the prospectus supplement. Beginning with the distribution date in January
2009, the Class 4-A1, Class 4-A2 and Class 4-A3 Certificates will bear
interest at the Net WAC for pool 4 as described in the prospectus
supplement. The Class 5-A Certificates will bear interest based on the
interest rate specified above until the distribution date in December 2010,
subject to adjustment as described in the prospectus supplement. Beginning
with the distribution date in January 2011, the Class 5-A Certificates will
bear interest at the Net WAC for pool 5, as described in the prospectus
supplement.