STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-2AC
TERMS AGREEMENT
Dated: January 21, 2004
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of January 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 2004-2AC.
Terms of the Series 2004-2AC Certificates: Structured Asset Securities
Corporation, Series 2004-2AC Mortgage Pass-Through Certificates, Class A1, Class
A2, Class AX, 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 AX, 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 and Class R Certificates be rated "AAA" by Standard
& Poor's, a division of The XxXxxx-Xxxx Companies, Inc. ("S&P") and "Aaa" by
Xxxxx'x Investors Service, Inc., ("Xxxxx'x" and together with S&P, the "Rating
Agencies"); 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 Xxxxxx
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: January 1, 2004.
Closing Date: 10:00 A.M., New York time, on or about January 26, 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.
XXXXXX BROTHERS INC.
By: ____________________________
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By: _____________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Schedule 1
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Initial Certificate
Principal Certificate Purchase Price
Class Amount(1) Interest Rate Percentage
----- --------- ------------- ----------
A1 $570,000,000 Adjustable(2) 100%
A2 $106,101,000 4.727%(4) 100%
AX (3) 4.500%(3) 100%
B1 $18,889,000 Adjustable(2) 100%
B2 $6,415,000 Adjustable(2) 100%
B3 $3,564,000 Adjustable(2) 100%
R $100 Adjustable(2) 100%
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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.
(3) The Class AX 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 (the
initial notional amount of the Class AX Certificates will be
$7,988,733.00). After the Distribution Date in November 2008, the Class AX
Certificates will no longer be entitled to receive distributions of any
kind.
(4) The Class A2 Certificates will bear interest based on the interest rate
specified above on or prior to the distribution date in November 2008,
subject to a maximum rate equal to the Net WAC of the Mortgage Pool.
Beginning with the distribution date in December 2008, the Class A2
Certificates will bear interest at the Net WAC of the Mortgage Pool, as
described in the prospectus supplement.
