STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-17
TERMS AGREEMENT
Dated: October 27, 2004
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of October 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 2004-17.
Terms of the Series 2004-17 Certificates: Structured Asset Securities
Corporation, Series 2004-17 Mortgage Pass-Through Certificates, Class A1, Class
A1X, Class A2, Class A2X, Class A3, Class B1, Class B2, Class B3, Class B4,
Class B5, Class BX, Class B6, Class B7, Class B8, Class P 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 A1X, Class A2,
Class A2X, Class A3, Class B1, Class B2, Class B3, Class B4, Class B5,Class BX
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 A1, Class A1X, Class A2, Class A2X, Class A3 and Class R Certificates be
rated "AAA" by Fitch, Inc. ("Fitch") and "Aaa" by Xxxxx'x Investors Service,
Inc. ("Moody's" and together with Fitch, the "Rating Agencies"); the Class B1
Certificates be rated "AA" by Fitch and "Aa2" by Moody's; the Class B2
Certificates be rated "AA" by Fitch; the Class B3 Certificates be rated "A" by
Fitch and "A2" by Moody's; the Class B4 Certificates be rated "A" by Fitch; the
Class B5 Certificates be rated "BBB" by Fitch and "Baa2" by Moody's'; and the
Class BX Certificates be rated "BBB" by Fitch.
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: October 1, 2004.
Closing Date: 10:00 A.M., New York time, on or about October 29, 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:
-----------------------------
Name: Xxxx Xxxxx
Title: Vice President
Accepted:
STRUCTURED ASSET SECURITIES CORPORATION
By:
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
2
Schedule 1
Initial Certificate
Principal (or Notional) Certificate Purchase Price
Class Amount(1) Interest Rate Percentage
------- ----------------------- -------------- ---------------
A1 $ 182,000,000 Adjustable(2) 100%
A1X $ 182,000,000 1.50%(3)
A2 $ 40,000,000 Adjustable(4)
A2X $ 40,000,000 Adjustable(3)
A3 $ 103,224,000 Adjustable(2)
B1 $ 8,989,000 Adjustable(4) 100%
B2 $ 3,172,000 Adjustable(4) 100%
B3 $ 3,701,000 Adjustable(4) 100%
B4 $ 1,762,000 Adjustable(4)
B5 $ 2,820,000 Adjustable(4)
BX $ 20,444,000 Adjustable(5) 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 A1X and Class A2X 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 interest rate for the Class A1X Certificates for
each distribution date will be an annual rate equal to 1.50% per annum,
subject to the LIBOR available funds cap as described in the prospectus
supplement..
(4) The Class A2 Certificates will accrue interest with respect to each
distribution date at a per annum rate equal to LIBOR plus 0.95%, subject to
the LIBOR available funds cap as described in the prospectus supplement.
The Class B1 Certificates will accrue interest with respect to each
distribution date at a per annum rate equal to LIBOR plus 0.60%, subject to
the LIBOR available funds cap as described in the prospectus supplement.
The Class B2 Certificates will accrue interest with respect to each
distribution date at a per annum rate equal to LIBOR plus 0.70%, subject to
the LIBOR available funds cap as described in the prospectus supplement.
The Class B3 Certificates will accrue interest with respect to each
distribution date at a per annum rate equal to LIBOR plus 1.00%, subject to
the LIBOR available funds cap as described in the prospectus supplement.
The Class B4 Certificates will accrue interest with respect to each
distribution date at a per annum rate equal to LIBOR plus 1.15%, subject to
the LIBOR available funds cap as described in the prospectus supplement.
The Class B5 Certificates will accrue interest with respect to each
distribution date at a per annum rate equal to LIBOR plus 1.75%, subject to
the LIBOR available funds cap as described in the prospectus supplement.
(5) The Class BX Certificates will be interest-only certificates; they will not
be entitled to payments of principal and will be entitled to the interest
accrued on each of its five components, as described in the prospectus
supplement.
