STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-10 TERMS AGREEMENT
STRUCTURED
ADJUSTABLE RATE MORTGAGE LOAN
TRUST
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2006-10
Dated: October
27, 2006
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To:
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Structured
Asset Securities Corporation, as Depositor under the Trust Agreement
dated
as of October 1, 2006 (the “Trust Agreement”).
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Re:
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Underwriting
Agreement Standard Terms dated as of December 21, 2005 (the “Standard
Terms,” and together with this Terms Agreement, the
“Agreement”).
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Series
Designation: Series
2006-10.
Terms
of the Series 2006-10 Certificates:
Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
Certificates, Series 2006-10, Class
1-A1, Class 1-A2, Class 1-AX, Class 2-A1, Class 2-A2, Class 3-A1, Class 3-A2,
Class 3-AF1, Class 3-AF, Class 3-A3, Class 3-A4, Class 3-AX, Class B1-I, Class
B2-I, Class B3-I, Class B4-I, Class B5-I, Class B6-I, Class B1-II, Class B2-II,
Class B3-II, Class B4-II, Class B5-II, Class B6-II, Class P-I, Class P-II,
Class
P-III 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 on the Closing Date (as defined below) will consist primarily of
three pools of conventional, first lien, adjustable rate, fully amortizing,
residential mortgage loans having a total Scheduled Principal Balance (as
defined in the Trust Agreement) as of the Cut-off Date of $487,253,395.85 (the
“Mortgage Loans”). Only the
Class
1-A1, Class 1-A2, Class 1-AX, Class 2-A1, Class 2-A2, Class 3-A1, Class 3-A2,
Class 3-AF1, Class 3-AF, Class 3-A3, Class 3-A4, Class 3-AX, Class B1-I, Class
B2-I, Class B3-I, Class B1-II, Class B2-II, Class B3-II and
Class
R (the “Offered Certificates”) are being sold pursuant to the terms
hereof.
Registration
Statement: File
Number
333-133985.
Certificate
Ratings:
It is a
condition of Closing that at the Closing Date the
Class
1-A1, Class 1-A2, Class 1-AX, Class 2-A1, Class 2-A2, Class 3-A1, Class 3-A2,
Class 3-AF, Class 3-AF1, Class 3-A3, Class 3-A4, Class 3-AX and Class R
Certificates
be rated “AAA” by Standard & Poor’s, A division of The XxXxxx-Xxxx
Companies, Inc. (“S&P”) and by Fitch Ratings, Inc. (“Fitch” and together
with S&P, the “Rating Agencies”); the Class B1-I be rated “AA” by Fitch; the
Class B2-I Certificates be rated “A” by Fitch; the Class B3-I and Class B3-II
Certificates be rated “BBB” by Fitch; the Class B1-II Certificates be rated “AA”
by Fitch and “AA-” by S&P; and the Class B2-II Certificates be rated “A” by
Fitch and “A-” 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 each class of the Offered Certificates shall be the
applicable Purchase Price Percentage set forth in Schedule 1 plus accrued
interest at the initial interest rate per annum from and including the Cut-off
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.
The
Underwriter will sell the Offered Certificates to investors in offerings
occurring within Member States of the European Economic Area in minimum initial
total investment amounts of $100,000.
Cut-off
Date:
October
1, 2006.
Closing
Date:
10:00
A.M., New York time, on or about October 31, 2006. On the Closing Date, the
Depositor will deliver the Offered Certificates to the Underwriter against
payment therefore.
Counsel:
Dechert
LLP will act as counsel for the Underwriter.
Closing
Notice Address:
Notwithstanding anything to the contrary in the Standard Terms, the Closing
shall take place at the offices of the counsel for the Underwriter, Dechert
LLP,
00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000.
[SIGNATURE
PAGE IMMEDIATELY FOLLOWS]
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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.
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XXXXXX
BROTHERS INC.
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| By: | ||
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Name: Xxxx Xxxxx Title: Vice
President
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Accepted:
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STRUCTURED
ASSET SECURITIES CORPORATION
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By:
Name: Xxxxxxx
X. Xxxxxxxx
Title: Senior
Vice President
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Schedule
1
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Class
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Initial
Certificate
Principal
or Notional
Amount(1)
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Certificate
Interest Rate
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Purchase
Price Percentage
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Approximate
Amount Purchased by Xxxxxx Brothers Inc.
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|||||||||
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1-A1
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$
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86,098,000
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Variable(3
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)
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100
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%
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$
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86,098,000
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|||||
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1-A2
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$
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4,518,000
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Variable(4
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)
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100
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%
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$
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4,518,000
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|||||
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1-AX
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$
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86,098,000
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Variable(5
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)
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100
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%
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$
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86,098,000
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|||||
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2-A1
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$
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157,336,000
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Variable(6
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)
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100
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%
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$
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157,336,000
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|||||
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2-A2
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$
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8,257,000
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Variable(6
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)
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100
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%
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$
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8,257,000
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|||||
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3-A1
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$
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77,266,000
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Variable(7
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)
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100
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%
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$
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77,266,000
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|||||
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3-A2
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$
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24,719,000
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Variable(7
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)
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100
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%
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$
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24,719,000
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|||||
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3-AF1
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$
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60,000,000
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Variable(8
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)
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100
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%
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$
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60,000,000
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|||||
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3-AF
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$
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30,000,000
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Variable(8
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)
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100
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%
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$
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30,000,000
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|||||
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3-A3
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$
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3,363,000
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Variable(7
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)
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100
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%
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$
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3,363,000
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|||||
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3-A4
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$
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11,459,000
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Variable(10
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)
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100
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%
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$
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11,459,000
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|||||
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3-AX
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$
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90,000,000
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Variable(9
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)
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100
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%
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$
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90,000,000
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|||||
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B1-I
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$
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5,917,000
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Variable(2
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)
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100
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%
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$
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5,917,000
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|||||
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B2-I
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$
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2,286,000
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Variable(2
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)
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100
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%
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$
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2,286,000
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|||||
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B3-I
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$
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1,749,000
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Variable(2
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)
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100
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%
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$
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1,749,000
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|||||
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B1-II
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$
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4,911,000
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Variable(2
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)
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100
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%
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$
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4,911,000
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|||||
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B2-II
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$
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2,182,000
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Variable(2
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)
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100
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%
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$
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2,182,000
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|||||
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B3-II
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$
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1,637,000
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Variable(2
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)
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100
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%
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$
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1,637,000
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|||||
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Class
R
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$
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1
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Variable(4
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)
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100
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%
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$
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1
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(1)
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These
balances and initial interest rates are approximate, as described
in a
Prospectus Supplement dated October 30, 2006 (the “Prospectus
Supplement”).
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(2)
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These
certificates will accrue interest based on adjustable interest rates,
as
described in the Prospectus
Supplement.
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(3)
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The
Class 1-A1 Certificates will bear interest based on an interest rate
for
each distribution date on or prior to the distribution date in September
2011 equal to 5.750% subject to a maximum rate equal to the Net WAC
for
Pool 1. Beginning with the distribution date in October 2011 and
for each
distribution date thereafter, the Class 1-A1 Certificates will bear
interest based on an interest rate equal to the Net WAC for pool
1, as
described in the Prospectus
Supplement.
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(4)
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The
Class 1-A2 and Class R Certificates will bear interest based on an
interest rate equal to the Net WAC for pool
1.
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(5)
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The
Class 1-AX Certificates will be interest-only Certificates; they
will not
be entitled to payments of principal and for each distribution date
on or
prior to the distribution date in September 2011, will accrue interest
on
their notional balance at a rate equal to the pool 1 Net WAC less
the
interest rate on the Class 1-A1 Certificates for such distribution
date,
as described in the Prospectus Supplement. After the distribution
date in
September 2011, the Class 1-AX Certificates will no longer be entitled
to
receive distributions of any kind.
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(6)
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The
Class 2-A1 and Class 2-A2 Certificates will bear interest based on
an
interest rate equal to the Net WAC for pool
2.
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(7)
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The
Class 3-A1, Class 3-A2 and Class 3-A3 Certificates will bear interest
based on an interest rate equal to the pool 3 Net WAC less 0.5372805255%
for each distribution date on or prior to the distribution date in
September 2016. Beginning with the distribution date in October 2016
and
for each distribution date thereafter, the Class 3-A1, Class 3-A2
and
Class 3-A3 Certificates will bear interest based on an interest rate
equal
to the Net WAC for pool 3, as described in the Prospectus
Supplement.
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(8)
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The
Class 3-AF and Class 3-AF1 Certificates will bear interest at an
interest
rate equal to the least of (i) LIBOR + 0.40%, (ii) 7.00% and (iii)
the
Class 3-AF1- AF available funds cap, for each distribution date on
or
prior to the distribution date in September 2016. Beginning with
the
distribution date in October 2016 and for each distribution date
thereafter, the Class 3-AF and Class 3-AF1 Certificates will bear
interest
based on an interest rate equal to the lesser of (i) LIBOR + 0.40%
and
(ii) the Class 3-AF1-AF available funds cap, as described in the
Prospectus Supplement.
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(9)
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The
Class 3-AX Certificates will be interest-only certificates; they
will not
be entitled to payments of principal and will accrue interest on
its
respective notional amount, as described in the Prospectus
Supplement.
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(10)
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The
Class 3-A4 Certificates will bear interest based on an interest rate
equal
to the Net WAC for pool 3.
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