Exhibit 1.1
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-19
TERMS AGREEMENT
Dated: December 28, 2004
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of December 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 2004-19.
Terms of the Series 2004-19 Certificates: Structured Asset Securities
Corporation, Series 2004-19 Mortgage Pass-Through Certificates, Class 1-A1,
Class 1-A2, Class 1-A2X, Class 2-A1, Class 2-A2, Class 2-A1X, Class B1, Class
B2, Class B3, Class B4, Class B5, Class B6, Class BX, Class B7-I, Class B8-I,
Class B9-I, Class B7-II, Class B8-II, Class B9-II 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 two pools of adjustable rate, conventional, first lien
residential mortgage loans (the "Mortgage Loans"). Only the Class 1-A1, Class
1-A2, Class 1-A2X, Class 2-A1, Class 2-A2, Class 2-A1X, Class B1, Class B2,
Class B3, Class B4, Class B5, Class B6, Class BX and Class R Certificates (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-A2X, Class 2-A1, Class 2-A2, Class 2-A1X 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.
("Moody's" and together with S&P, the "Rating Agencies"); the Class B1
Certificates be rated "AA" by S&P and "Aa2" by Moody's; the Class B2
Certificates be rated "AA" by S&P and "Aa3" by Moody's; the Class B3
Certificates be rated "A+" by S&P and "A2" by Moody's; the Class B4 Certificates
be rated "A" by S&P and "A3" by Moody's; the Class B5 Certificates be rated
"BBB+" by S&P and "Baa2" by Moody's; and the Class B6 and Class BX Certificates
be rated "BBB-" by S&P and "Baa3" by Moody's.
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 (or notional
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: December 1, 2004.
Closing Date: 10:00 A.M., New York time, on or about December 30, 2004. On the
Closing Date, the Depositor will deliver the Offered Certificates to the
Underwriter against payment therefore 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:
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Name: Xxxx Xxxxx
Title: Vice President
Accepted:
STRUCTURED ASSET SECURITIES CORPORATION
By:
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Schedule 1
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Initial Certificate
Principal (or Notional) Certificate Purchase Price
Class Amount(1) Interest Rate Percentage
----- ----------------------- ---------------- --------------
1-A1 $ 99,844,000 Adjustable(2) 100%
1-A2 $ 99,844,000 Adjustable(2) 100%
1-A2X $ 99,844,000(3) 1.00%(3) 100%
2-A1 $ 100,000,000 Adjustable(2) 100%
2-A2 $ 77,146,000 Adjustable(2) 100%
2-A1X $ 100,000,000(4) Adjustable(2)(4) 100%
B1 $ 8,959,000 Adjustable(2) 100%
B2 $ 2,643,000 Adjustable(2) 100%
B3 $ 4,269,000 Adjustable(2) 100%
B4 $ 2,033,000 Adjustable(2) 100%
B5 $ 3,253,000 Adjustable(2) 100%
B6 $ 1,219,000 Adjustable(2) 100%
BX $ 22,376,000(4) Adjustable(2)(4) 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 1-A2X Certificates are interest-only certificates that will bear
interest at the lesser of (i) 1.00% per annum and (ii) the Net WAC for Pool
1 based on a notional amount, as described in the prospectus supplement.
The Class 1-A2X Certificates will not be entitled to payments of principal.
The Class Notional Amount of the Class 1-A2X Certificates for any
Distribution Date will be equal to the Class Principal Amount of the Class
1-A2 Certificates immediately prior to such Distribution Date.
(4) The Class 2-A1X and Class BX Certificates will be interest-only
certificates that will bear interest at a variable rate based on a notional
amount, as described in the prospectus supplement. However, to the extent
negative amortization from Pool 2 has been allocated to Component 2-A1X-N
or Component BX-N, then the Class 2-A1X and Class BX Certificates,
respectively, will be entitled to payments of principal on such Components.
Each such Component shall also bear interest at the Net WAC for Pool 2. The
Class Notional Amount of the Class 2-A1X Certificates for any Distribution
Date will be equal to the Class Principal Amount of the Class 2-A1
Certificates immediately prior to such Distribution Date. The Class
Notional Amount of the Class BX Certificates for any Distribution Date will
be equal to the sum of the Notional Amounts of the components (other than
Component BX-N) that comprise the Class BX Certificates as described in the
prospectus supplement.
