STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-11
TERMS AGREEMENT
Dated: July 27, 2004
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of July 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 2004-11.
Terms of the Series 2004-11 Certificates: Structured Asset Securities
Corporation, Series 2004-11 Mortgage Pass-Through Certificates, Class A, Class
B1, Class B2, Class B3, Class B4, Class B5, Class B6, 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 A, Class B1, Class B2,
Class B3 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 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 B1 Certificates be rated "AA" by S&P and "Aa2" by Xxxxx'x; the Class B2
Certificates be rated "A" by S&P and "A2" by Moody's and the Class B3
Certificates be rated "BBB" by S&P and "Baa2" by Moody's.
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: July 1, 2004.
Closing Date: 10:00 A.M., New York time, on or about July 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.
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
2
Schedule 1
Initial Certificate
Principal Certificate Purchase Price
Class Amount(1) Interest Rate Percentage
----- -------------------- -------------- ---------------
A1 $ 230,660,000 Adjustable(2) 100%
B1 $ 4,784,000 Adjustable(2) 100%
B2 $ 3,558,000 Adjustable(2) 100%
B3 $ 2,576,000 Adjustable(2) 100%
R $100 Adjustable(2) 100%
__________
(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.
