STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-3AC
TERMS AGREEMENT
Dated: February 23, 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 2004-3AC.
Terms of the Series 2004-3AC Certificates: Structured Adjustable Rate Mortgage
Loan, Series 2004-3AC Mortgage Pass-Through Certificates, Class A1, Class A2,
Class A3, Class AX, Class PAX, Class B1, Class B2, Class B3, Class B4, Class B5,
Class B6, Class P 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 AX, Class PAX, Class B1,
Class B2, Class B3 and Class R (the "Offered Certificates") are being sold
pursuant to the terms hereof.
Registration Statement: File Number 333-106925.
Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class A1, Class A2, Class AX, Class PAX 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 A3 Certificates be rated "AAA" by S&P; the Class
B1 Certificates be rated "AA" by S&P; the Class B2 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.
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 Amount(1) Interest Rate Percentage
------------------- ------------- ----------
A1 $598,773,000 4.94%(2) 100%
A2 $200,000,000 4.92%(2) 100%
A3 $12,000,000 4.92%(2) 100%
AX (3) 4.93%(3) 100%
PAX (3) 4.93%(3) 100%
B1 $28,032,000 Adjustable(4) 100%
B2 $8,193,000 Adjustable(4) 100%
B3 $4,743,000 Adjustable(4) 100%
R $100 Adjustable(4) 100%
__________
(1) These balances are approximate, as described in the prospectus supplement.
(2) The Class A1, Class A2 and Class A3 Certificates will bear interest based
on the interest rate specified above on or prior to the distribution date
in November 2008, subject to adjustment as described in the prospectus
supplement. Beginning with the distribution date in December 2008, the
Class A1, Class A2 and Class A3 Certificates will bear interest at the Net
WAC, as described in the prospectus supplement.
(3) The Class AX and Class PAX 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 November
2008, the amount of interest payable to each of the Class AX and Class PAX
Certificates is subject to adjustment as described in the prospectus
supplement. After the distribution date in November 2008, the Class AX and
Class PAX Certificates will no longer be entitled to receive distributions
of any kind.
(4) On or prior to the distribution date in November 2008, the Class R, Class
B1, Class B2 and Class B3 Certificates will bear interest at a rate equal
to the lesser of (x) approximately 4.935% and (y) the adjusted Net WAC.
Beginning with the distribution date in December 2008, the Class R, Class
B1, Class B2 and Class B3 Certificates will bear interest at the Net WAC,
as described in the prospectus supplement.