STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-18
TERMS AGREEMENT
Dated: November 23, 2004
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of November 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 2004-18.
Terms of the Series 2004-18 Certificates: Structured Adjustable Rate Mortgage
Loan, Series 2004-18 Mortgage Pass-Through Certificates, Class 1-A1, Class 1-A2,
Class 1-A3, Class 2-A, Class 3-A1, Class 3-A2, Class 4-A1, Class 4-A2, Class
4-AX, Class 4-PAX, Class 5-A, Class 5-AX, Class M, Class MX, Class B1, Class
B1X, Class B2, Class B2X, Class B3, Class B3X, Class B4, Class B5, Class B5X,
Class B6, Class B6X, Class B7, Class B7X, Class B8, Class B8X, Class B9, Class
B10, Class P-I, Class P-II, 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-A,
Class 3-A1, Class 3-A2, Class 4-A1, Class 4-A2, Class 4-AX, Class 4-PAX, Class
5-A, Class 5-AX, Class M, Class MX, Class B1, Class B1X, Class B2, Class B2X,
Class B3, Class B3X, Class B4, Class B5, Class B5X, Class B6, Class B6X, Class
B7, Class B7X 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 4-A1, Class 4-AX,
Class 4-PAX, Class 5-A, Class 5-AX, 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, Class 3-A2 and Class 4-A2 Certificates be
rated "AAA" by S&P; the Class M and Class MX Certificates be rated "AA+" by S&P
and "Aa1" by Moody's; the Class B1 and Class B1X Certificates be rated "AA+" by
S&P and "Aa2" by Moody's; the Class B2 and Class B2X Certificates be rated "AA"
by S&P; the Class B3 and B3X Certificates be rated "AA-" by S&P and "A2" by
Moody's; the Class B4 Certificates be rated "A" by S&P; the Class B5 and Class
B5X Certificates be rated "A-" by S&P and "Baa2" by Moody's; the Class B6 and
Class B6X Certificates be rated "BBB" by S&P and "Baa3" by Moody's; and the
Class B7 and Class B7X 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: November 1, 2004.
Closing Date: 10:00 A.M., New York time, on or about November 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]
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:
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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 $325,000,000 Adjustable(2) 100%
1-A2 $124,443,000 Adjustable(2) 100%
1-A3 $3,595,000 Adjustable(2) 100%
2-A $160,900,000 Adjustable(2) 100%
3-A1 $324,508,000 Adjustable(2) 100%
3-A2 $14,847,000 Adjustable(2) 100%
4-A1 $65,575,000 5.19%(3) 100%
4-A2 $1,894,000 5.19%(3) 100%
4-AX $2,827,207 5.19%(4) 100%
4-PAX $2,183,752 5.19%(4) 100%
5-A $49,483,000 5.50%(3) 100%
5-AX $1,204,373 5.50%(4) 100%
M $16,180,000 Adjustable(5)(6) 100%
MX $16,180,000 Adjustable(2)(4) 100%
B1 $10,979,000 Adjustable(5)(6) 100%
B1X $10,979,000 Adjustable(2)(4) 100%
B2 $20,226,000 Adjustable(5)(6) 100%
B2X $20,226,000 Adjustable(2)(4) 100%
B3 $1,155,000 Adjustable(5)(6) 100%
B3X $1,155,000 Adjustable(2)(4) 100%
B4 $11,557,000 Adjustable(2) 100%
B5 $3,467,000 Adjustable(5)(6) 100%
B5X $3,467,000 Adjustable(2)(4) 100%
B6 $3,467,000 Adjustable(5)(6) 100%
B6X $3,467,000 Adjustable(2)(4) 100%
B7 $1,155,000 Adjustable(5)(6) 100%
B7X $1,155,000 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 4-A1 and Class 4-A2 Certificates will bear interest based on the
interest rate specified above through the distribution date in October
2011, subject to adjustment as described in the prospectus supplement.
Beginning with the distribution date in November 2011 and for each
distribution date thereafter, the Class 4-A1 and Class 4-A2 Certificates
will bear interest at the Net WAC for pool 4 as described in the
prospectus supplement. The Class 5-A Certificates will bear interest based
on the interest rate specified above through the distribution date in
September 2014, subject to adjustment as described in the prospectus
supplement. Beginning with the distribution date in October 2014 and for
each distribution date thereafter, the Class 5-A Certificates will bear
interest at the Net WAC for pool 5 as described in the prospectus
supplement.
(4) The Class 4-AX, Class 4-PAX, Class 5-AX, Class MX, Class B1X, Class B2X,
Class B3X, Class B5X, Class B6X and Class B7X 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
October 2011, the Class 4-AX and Class 4-PAX Certificates will no longer
be entitled to receive distributions of any kind. After the distribution
date in September 2014, the Class 5-AX Certificates will no longer be
entitled to receive distributions of any kind.
(5) The Class M, Class B1, Class B2, Class B3, Class B5, Class B6 and Class B7
Certificates will accrue interest with respect to each distribution date
at a per annum rate equal to LIBOR plus 0.53%, LIBOR plus 0.58%, LIBOR
plus 0.70%, LIBOR plus 1.00%, LIBOR plus 1.75%, LIBOR plus 2.25% and LIBOR
plus 2.75%, respectively, subject to the applicable available funds cap as
described in the prospectus supplement. The Class M and Class B1
Certificates will each have the benefit of an interest rate cap agreement
beginning with the distribution date in December 2004 through the
distribution date in October 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 applicable available funds
cap, as described in the prospectus supplement. The Class B2 and Class B3
Certificates will each have the benefit of an interest rate cap agreement
beginning with the distribution date in December 2004 through the
distribution date in November 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 applicable available funds
cap, as described in the prospectus supplement. The Class B5, Class B6,
Class B7 and Class B8 Certificates will each have the benefit of an
interest rate cap agreement beginning with the distribution date in
December 2004 through the distribution date in November 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 applicable available funds cap, as described in the prospectus
supplement.
(6) The trustee, on behalf of the trust fund, will enter into eight interest
rate cap agreements for the benefit of the Class M, Class B1, Class B2,
Class B3, Class B5, Class B6, Class B7, Class B8 and Class CX
Certificates.
