STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-7
TERMS AGREEMENT
Dated: May 25, 2004
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of May 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 2004-7.
Terms of the Series 2004-7 Certificates: Structured Adjustable Rate Mortgage
Loan, Series 2004-7 Mortgage Pass-Through Certificates, Class A1, Class A2-A,
Class A2-B, Class A3, Class A4, Class M1, Class M2, Class P, Class X 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-A, Class A2-B, Class A3, Class A4, Class M1 and Class M2 Certificates (the
"Offered Certificates") are being sold pursuant to the terms hereof.
Registration Statement: File Number 333-106295.
Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class A1, Class A2-A and Class A3 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 A2-B and Class A4 Certificates be rated "AAA" by S&P; the
Class M1 Certificates be rated "AA" by S&P; and the Class M2 Certificates be
rated "A" 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: May 1, 2004.
Closing Date: 10:00 A.M., New York time, on or about May 28, 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]
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
Initial Certificate
Principal Certificate Purchase Price
Class Amount(1) Interest Rate Percentage
----- --------- ------------- ----------
A1 $130,000,000 (2)(3) 100%
A2-A $95,094,000 (2)(3)(4) 100%
A2-B $3,000,000 (2)(3)(4) 100%
A3 $38,096,000 (2)(3) 100%
A4 $6,832,000 (2)(3) 100%
M1 $6,690,000 (2) 100%
M2 $4,270,000 (2) 100%
------------
(1) These balances are approximate, as described in the prospectus supplement.
(2) Interest will accrue on each of these certificates based on an interest
rate equal to the lesser of (1) one-month LIBOR plus a specified spread and
(2) the net funds cap, as described in the prospectus supplement.
(3) The Class A4 Certificates will be subordinated to the Class A1, Class A2-A,
Class A2-B and Class A3 Certificates, as described in the prospectus
supplement.
(4) Under certain circumstances, the Class A2-B Certificates will provide
credit enhancement to the Class A2-A Certificates, as described in the
prospectus supplement.
