STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-8
TERMS AGREEMENT
Dated: June 28, 2004
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of June 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 2004-8.
Terms of the Series 2004-8 Certificates: Structured Adjustable Rate Mortgage
Loan, Series 2004-8 Mortgage Pass-Through Certificates, Class 1-A1, Class 1-A2,
Class 1-A3, Class 2-A1, Class 2-A2, Class 3-A, Class 3-AX, Class 4-A, Class
4-AX, Class 5-A1, Class 5-A2, Class 5-A3, Class 5-A4, Class 5-A4B, Class 5-A5,
Class 5-A5B, Class 5-A6, Class 5-A6B, Class B1, Class B1-X, Class B2, Class
B2-X, Class B3, Class B4, Class B5, Class B6, Class P, 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 five 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-A1, Class 2-A2, Class 3-A, Class 3-AX, Class 4-A,
Class 4-AX, Class 5-A1, Class 5-A2, Class 5-A3, Class 5-A4, Class 5-A4B, Class
5-A5, Class 5-A5B, Class 5-A6, Class 5-A6B, Class B1, Class B1-X, Class B2,
Class B2-X, Class B3 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 1-A3, Class 2-A1, Class 2-A2, Class 3-A, Class
3-AX, Class 4-A, Class 4-AX, Class 5-A1, Class 5-A2, Class 5-A3, Class 5-A4,
Class 5-A4B, Class 5-A5, Class 5-A5B, Class 5-A6, Class 5-A6B and Class R
Certificates be rated "AAA" by Standard & Poor's, a division of The XxXxxx-Xxxx
Companies, Inc. ("S&P"), and "AAA" by Fitch, Inc. ("Fitch" and together with
S&P, the "Rating Agencies"); the Class B1 and Class B1-X Certificates be rated
"AA" by S&P; the Class B2 and Class B2-X 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: June 1, 2004.
Closing Date: 10:00 A.M., New York time, on or about June 30, 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.
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
----- --------- ------------- ----------
1-A1 $20,000,000 Adjustable(2) 100%
1-A2 $313,515,000 Adjustable(2) 100%
1-A3 $10,985,000 Adjustable(2) 100%
2-A1 $266,470,000 Adjustable(2) 100%
2-A2 $2,665,000 Adjustable(2) 100%
3-A $484,060,000 5.000%(3) 100%
3-AX (4) 5.000%(4) 100%
4-A $93,393,000 4.840%(3) 100%
4-AX (4) 4.840%(4) 100%
5-A1 $105,680,000 Adjustable(2) 100%
5-A2 $88,072,000 Adjustable(2) 100%
5-A3 $124,526,000 Adjustable(2) 100%
5-A4 $39,523,000 Adjustable(2) 100%
5-A4B $1,862,000 Adjustable(2) 100%
5-A5 $38,497,000 Adjustable(2) 100%
5-A5B $2,240,000 Adjustable(2) 100%
5-A6 $91,400,000 Adjustable(2) 100%
5-A6B $5,320,000 Adjustable(2) 100%
B1 $57,164,000 Adjustable(5)(6) 100%
B1-X (4) Adjustable(2)(4) 100%
B2 $14,289,000 Adjustable(5)(6) 100%
B2-X (4) Adjustable(2)(4) 100%
B3 $8,930,000 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-A Certificates will bear interest based in the interest rate
specified above until the distribution date in May 2009, subject to
adjustment as described in the prospectus supplement. Beginning with the
distribution date in June 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-A Certificates will bear interest based in the
interest rate specified above until the distribution date in April 2009,
subject to adjustment as described in the prospectus supplement. Beginning
with the distribution date in May 2009, the Class 4-A Certificates will
bear interest at the Net WAC for pool 4 as described in the prospectus
supplement.
(4) The Class 3-AX, Class 4-AX, Class B1-X and Class B-2X 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 Certificates will no longer be entitled to receive
distributions of any kind. After the distribution date in April 2009, the
Class 4-AX Certificates will no longer be entitled to receive distributions
of any kind.
(5) The Class B1 and Class B2 Certificates will accrue interest with respect to
each distribution date at a per annum rate equal to LIBOR plus 0.65% and
LIBOR plus 1.10%, respectively, subject to the LIBOR available funds cap as
described in the prospectus supplement. The Class B1 and Class B2
Certificates will each have the benefit of an interest rate cap agreement
through the distribution date in June 2011 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 two interest rate
cap agreements for the benefit of the Class B1, Class B2 and Class CX
Certificates.
