STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-12
TERMS AGREEMENT
Dated: August 26, 2004
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of August 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 2004-12.
Terms of the Series 2004-12 Certificates: Structured Adjustable Rate Mortgage
Loan, Series 2004-12 Mortgage Pass-Through Certificates, Class 1-A1, Class 1-A2,
Class 1-A3, Class 2-A, Class 3-A1, Class 3-A2, Class 3-A3, Class 3-AX, Class
4-A, Class 5-A, Class 6-A, Class 7-A1, Class 7-A2, Class 7-A3, Class 7-AX, Class
8-A, Class 9-A, Class B1, Class B1-X, Class B2, Class B2-X, Class B3, Class
B3-X, Class B4, Class B4-X, Class B5, Class B6, Class B7, Class B8, Class B9,
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 nine pools of adjustable
rate, conventional, first lien, residential mortgage loans (the "Mortgage
Loans"). Class 1-A1, Class 1-A2, Class 1-A3, Class 2-A, Class 3-A1, Class 3-A2,
Class 3-A3, Class 3-AX, Class 4-A, Class 5-A, Class 6-A, Class 7-A1, Class 7-A2,
Class 7-A3, Class 7-AX, Class 8-A, Class 9-A, Class B1, Class B1-X, Class B2,
Class B2-X, Class B3, Class B3-X, Class B4, Class B4-X, 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-A2, Class 3-AX, Class
4-A, Class 5-A, Class 6-A, Class 7-A1, Class 7-A2, Class 7-A3, Class 7-AX, Class
8-A, Class 9-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 and Class 3-A3 Certificates be rated "AAA" by S&P;
the Class B1 and Class B1-X Certificates be rated "AA+" by S&P and "Aa2" by
Moody's; the Class B2 and Class B2-X Certificates be rated "AA" by S&P; the
Class B3 and B3-X Certificates be rated "AA-" by S&P and "A2" by Moody's; the
Class B4 and Class B4-X 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: August 1, 2004.
Closing Date: 10:00 A.M., New York time, on or about August 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.
[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
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Initial
Certificate
Principal Certificate Interest Purchase Price
Class Amount(1) Rate Percentage
----------------------------------------------------------------------------------
1-A1 $326,971,000 Adjustable(2) 100%
1-A2 $255,000,000 Adjustable(2) 100%
1-A3 $16,848,000 Adjustable(2) 100%
2-A $270,419,000 Adjustable (2) 100%
3-A1 $300,000,000 Adjustable(2) 100%
3-A2 $140,650,000 5.25%(3) 100%
3-A3 $7,248,000 Adjustable(2) 100%
3-AX (4) 5.25%(4) 100%
4-A $47,072,000 Adjustable(2) 100%
5-A $46,572,000 Adjustable(2) 100%
6-A $91,447,000 Adjustable(2) 100%
7-A1 $96,000,000 5.21%(5) 100%
7-A2 $100,000,000 4.75%(5) 100%
7-A3 $60,050,000 Adjustable(2) 100%
7-AX (4) 5.00%(4) 100%
8-A $100,492,000 Adjustable(2) 100%
9-A $253,554,000 Adjustable(2) 100%
B1 $43,862,000 Adjustable(6)(7) 100%
B1-X (4) Adjustable(2)(4) 100%
B2 $30,364,000 Adjustable(6)(7) 100%
B2-X (4) Adjustable(2)(4) 100%
B3 $3,371,000 Adjustable(6)(7) 100%
B3-X (4) Adjustable(2)(4) 100%
B4 $19,116,000 Adjustable(6)(7) 100%
B4-X (4) Adjustable(2)(4) 100%
B5 $4,495,000 Adjustable(2) 100%
B6 $7,869,000 Adjustable(2) 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 3-A2 Certificates will bear interest based on the interest rate
specified above through the distribution date in June 2009, subject to
adjustment as described in the prospectus supplement. Beginning with the
distribution date in July 2009 and for each distribution date thereafter,
the Class 3-A2 Certificates will bear interest at the Net WAC for pool 3 as
described in the prospectus supplement.
(4) The Class 3-AX, Class 7-AX, Class B1-X, Class B2-X, Class B3-X and Class
B4-X 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 (the
initial notional amounts of these bonds will be $5,284,725, $13,065,473,
$43,862,000, $30,364,000, $3,371,000 and $19,116,000, respectively). After
the distribution date in June 2009, the Class 3-AX Certificates will no
longer be entitled to receive distributions of any kind. After the
distribution date in June 2011, the Class 7-AX Certificates will no longer
be entitled to receive distributions of any kind.
(5) The Class 7-A1 and Class 7-A2 Certificates will bear interest based on the
interest rate specified above through the distribution date in June 2011,
subject to adjustment as described in the prospectus supplement. Beginning
with the distribution date in July 2011 and for each distribution date
thereafter, the Class 7-A1 and Class 7-A2 Certificates will bear interest
at the Net WAC for pool 7 as described in the prospectus supplement.
(6) The Class B1, Class B2, Class B3 and Class B4 Certificates will accrue
interest with respect to each distribution date at a per annum rate equal
to LIBOR plus 0.55%, LIBOR plus 0.65%, LIBOR plus 1.10% and LIBOR plus
1.20%, respectively, subject to the LIBOR available funds cap as described
in the prospectus supplement. The Class B1, Class B2, Class B3 and Class B4
Certificates will each have the benefit of an interest rate cap agreement
beginning with the distribution date in October 2004 through the
distribution date in July 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.
(7) The trustee, on behalf of the trust fund, will enter into four interest
rate cap agreements for the benefit of the Class B1, Class B2, Class B3,
Class B4 and Class CX Certificates
