STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-16
TERMS AGREEMENT
Dated: October 27, 2004
To: Structured Asset Securities Corporation, as Depositor under the
Trust Agreement dated as of October 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 2004-16.
Terms of the Series 2004-16 Certificates: Structured Adjustable Rate Mortgage
Loan, Series 2004-16 Mortgage Pass-Through Certificates, Class 1-A1, Class 1-A2,
Class 1-A3, Class 2-A, Class 3-A1, Class 3-A2, Class 3-AX, Class 3-PAX, Class
4-A, Class 4-AX, Class 4-PAX, Class 5-A1, Class 5-A2, Class 5-A3, Class 5-AX,
Class 5-AIO, Class 5-C, Class 6-A, Class M, Class MX, Class B1, Class B1X, Class
B2, Class B2X, Class B3, Class B3X, Class B4, Class B5, Class B6, Class B7,
Class B8, Class B9, Class P-I, Class P-II, Class P-III, Class CX 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-A3, Class 2-A, Class 3-A1, Class 3-A2, Class 3-AX, Class 3-PAX,
Class 4-A, Class 4-AX, Class 4-PAX, Class 5-A1, Class 5-A2, Class 5-A3, Class
5-AX, Class 5-AIO, Class 6-A, Class M, Class MX, Class B1, Class B1X, Class B2,
Class B2X, Class B3, Class B3X, Class B4, Class B5, Class B6 and Class R (the
"Offered Certificates") are being sold pursuant to the terms hereof.
Registration Statement: File Number 333-115858.
Certificate Ratings: It is a condition of Closing that at the Closing
Date the Class 1-A1, Class 1-A2, Class 2-A, Class 3-A1, Class 3-AX, Class 3-PAX,
Class 4-A, Class 4-AX, Class 4-PAX, Class 5-A1, Class 5-A2, Class 5-A3, Class
5-AX, Class 5-AIO, Class 5-C, Class 6-A 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 1-A3, Class 3-A2, Class M and Class MX
Certificates be rated "AAA" by S&P; the Class B1 and Class B1X Certificates be
rated "AA+" by S&P and "Aa2" by Moody's; the Class B2 and Class B2X Certificates
be rated "AA" by S&P; the Class B3 and B3X Certificates be rated "AA-" by S&P
and "A2" by Moody's; the Class B4 Certificates be rated "A" by S&P; the Class B5
Certificates be rated "A-" by S&P and "Baa2" by Moody's; and the Class B6
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: October 1, 2004.
Closing Date: 10:00 A.M., New York time, on or about October 29, 2004.
On the Closing Date, the Depositor will deliver the Offered Certificates to the
Underwriter against payment therefore for the account of the Underwriter.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
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: Xxxx Xxxxx
Title: Vice President
Accepted:
STRUCTURED ASSET SECURITIES CORPORATION
By: _____________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Schedule 1
INITIAL CERTIFICATE
PRINCIPAL CERTIFICATE INTEREST PURCHASE PRICE
CLASS AMOUNT(1) RATE PERCENTAGE
----- --------- ---- ----------
1-A1 $344,389,000 Adjustable(2) 100%
1-A2 $225,000,000 Adjustable(2) 100%
1-A3 $12,436,000 Adjustable(2) 100%
2-A $157,717,000 Adjustable(2) 100%
3-A1 $498,546,000 5.45%(3) 100%
3-A2 $12,327,000 5.45%(3) 100%
3-AX $6,479,363 5.45%(4) 100%
3-PAX $1,429,087 5.45%(4) 100%
4-A $74,401,000 4.93%(3) 100%
4-AX $5,624,647 4.93%(4) 100%
4-PAX $4,041,485 4.93%(4) 100%
5-A1 $30,000,000 4.25%(3) 100%
5-A2 $171,859,000 5.07%(3) 100%
5-A3 $100,000,000 5.50%(3) 100%
5-AX $23,179,804 5.25%(4) 100%
5-AIO $30,000,000 Adjustable(4) 100%
6-A $128,638,000 Adjustable(2) 100%
M $23,528,000 Adjustable(5)(6) 100%
MX $23,528,000 Adjustable(2)(4) 100%
B1 $17,879,000 Adjustable(5)(6) 100%
B1X $17,879,000 Adjustable(2)(4) 100%
B2 $29,174,000 Adjustable(5)(6) 100%
B2X $29,174,000 Adjustable(2)(4) 100%
B3 $2,819,000 Adjustable(5)(6) 100%
B3X $2,819,000 Adjustable(2)(4) 100%
B4 $16,939,000 Adjustable(2) 100%
B5 $4,702,000 Adjustable(2) 100%
B6 $7,526,000 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 3-A1 and Class 3-A2 Certificates will bear interest based on the
interest rate specified above through the distribution date in May 2009,
subject to adjustment as described in the prospectus supplement. Beginning
with the distribution date in June 2009 and for each distribution date
thereafter, the Class 3-A1 and Class 3-A2 Certificates will bear interest at
the Net WAC for pool 3 as described in the prospectus supplement. The Class
4-A Certificates will bear interest based on the interest rate specified
above through the distribution date in September 2011, subject to adjustment
as described in the prospectus supplement. Beginning with the distribution
date in October 2011 and for each distribution date thereafter, the Class
4-A Certificates will bear interest at the Net WAC for pool 4 as described
in the prospectus supplement. The Class 5-A1 Certificates will bear interest
based on the interest rate specified above through the first auction
distribution date subject to adjustment as described in the prospectus
supplement. Thereafter the Class 5-A1 Certificates will bear interest as
described in the prospectus supplement. The Class 5-A2 and Class 5-A3
Certificates will bear interest based on the interest rates specified above
through the distribution date in July 2014, subject to adjustment as
described in the prospectus supplement. Beginning with the distribution date
in August 2014 and for each distribution date thereafter, the Class 5-A2 and
Class 5-A3 Certificates will each bear interest at the Net WAC for pool 5 as
described in the prospectus supplement.
(4) The Class 3-AX, Class 3-PAX, Class 4-AX, Class 4-PAX, Class 5-AX, Class
5-AIO, Class MX, Class B1X, Class B2X and Class B3X 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. After the distribution date in May
2009, the Class 3-AX and Class 3-PAX Certificates will no longer be entitled
to receive distributions of any kind. After the distribution date in
September 2011, the Class 4-AX and Class 4-PAX Certificates will no longer
be entitled to receive distributions of any kind. After the first auction
distribution date, the Class 5-AIO Certificates will no longer be entitled
to receive distributions of any kind. After the distribution date in July
2014, the Class 5-AX Certificates will no longer be entitled to receive
distributions of any kind.
(5) The Class M, Class B1, Class B2 and Class B3 Certificates will accrue
interest with respect to each distribution date at a per annum rate equal to
LIBOR plus 0.55%, LIBOR plus 0.62%, LIBOR plus 0.70% and LIBOR plus 1.10%,
respectively, subject to the LIBOR available funds cap as described in the
prospectus supplement. The Class M, Class B1 and Class B2 Certificates will
each have the benefit of an interest rate cap agreement beginning with the
distribution date in December 2004 through the distribution date in
September 2009 that is intended to partially mitigate the interest rate risk
that could result from the difference between the interest rates on such
certificates and the LIBOR available funds cap, as described in the
prospectus supplement. The Class B3 Certificates will have the benefit of an
interest rate cap agreement beginning with the distribution date in December
2004 through the distribution date in July 2014 that is intended to
partially mitigate the interest rate risk that could result from the
difference between the interest rates on such certificates and the LIBOR
available funds cap, as described in the prospectus supplement.
(6) The trustee, on behalf of the trust fund, will enter into four interest rate
cap agreements for the benefit of the Class M, Class B1, Class B2, Class B3
and Class CX Certificates.
