STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-9XS
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 2004-9XS.
Terms of the Series 2004-9XS Certificates: Structured Adjustable Rate Mortgage
Loan, Series 2004-9XS Mortgage Pass-Through Certificates, Class A, Class M1,
Class M2, Class M3, Class P, Class X, 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 a
pool of adjustable rate, conventional, first lien, residential mortgage loans
(the "Mortgage Loans"). Only the Class A, Class M1, Class M2 and Class M3
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 A 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 M1
Certificates be rated "AA" by S&P; the Class M2 Certificates be rated "A" by
S&P; and the Class M3 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]
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: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
Accepted:
STRUCTURED ASSET SECURITIES CORPORATION
By:
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Schedule 1
Initial Certificate
Principal Certificate Purchase Price
Class Amount(1) Interest Rate Percentage
----- -------------------- ------------- -------------
A $ 279,496,000 (2) 100%
M1 $ 16,371,000 (2) 100%
M2 $ 3,453,000 (2) 100%
M3 $ 1,051,593 (2) 100%
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(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.
