STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-2
TERMS AGREEMENT
Dated: February 24, 2006
To: Structured Asset Securities Corporation, as Depositor under the
Trust Agreement dated as of February 1, 2006 (the "Trust Agreement").
Re: Underwriting Agreement Standard Terms dated as of August 23, 2005
(the "Standard Terms," and together with this Terms Agreement, the
"Agreement").
Series Designation: Series 2006-2.
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Terms of the Series 2006-2 Certificates: Structured Adjustable Rate Mortgage
Loan Trust Mortgage Pass-Through Certificates, Series 2006-2, Class 1-A1, Class
1-A2, Class 2-A1, Class 2-A2, Class AX, Class PAX, Class 3-A1, Class 3-A2, Class
4-A1, Class 4-A2, Class 4-AX, Class 5-A1, Class 5-A2, Class 5-AX, Class B1-I,
Class B2-I, Class B3-I, Class B4-I, Class B5-I, Class B6-I, Class B7-I, Class
B1-II, Class B2-II, Class B3-II, Class B4-II, Class B5-II, Class B6-II, Class
B7-II, Class P-I, Class P-II, Class P-III, Class P-IV 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 five 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 $1,329,713,405.01 (the "Mortgage
Loans"). Only the Class 1-A1, Class 1-A2, Class 2-A1, Class 2-A2, Class AX,
Class PAX, Class 3-A1, Class 3-A2, Class 4-A1, Class 4-A2, Class 4-AX, Class
5-A1, Class 5-A2, Class 5-AX, Class B1-I, Class B2-I, Class B3-I, Class B4-I,
Class B1-II, Class B2-II, Class B3-II, Class B4-II and Class R Certificates (the
"Offered Certificates") are being sold pursuant to the terms hereof.
Registration Statement: File Number 333-127589.
Certificate Ratings: It is a condition of Closing that at the Closing Date the
Class 1-A1, Class 1-A2, Class 2-A1, Class 2-A2, Class AX, Class PAX, Class 3-A1,
Class 3-A2, Class 4-A1, Class 4-A2, Class 4-AX, Class 5-A1, Class 5-A2, 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 Fitch Ratings, Inc.
("Fitch" and together with S&P, the "Rating Agencies"); the Class B1-I and Class
B1-II Certificates be rated "AA" by Fitch; the Class B1-II Certificates be rated
"AA" by S&P; the Class B2-I and Class B2-II Certificates be rated "A" by Fitch;
the Class B2-II Certificates be rated "A" by S&P; the Class B3-I and Class B3-II
Certificates be rated "BBB" by Fitch; and the Class B4-I and Class B4-II
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 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.
SARM 2006-2
Terms Agreement
12425220.2
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: February 1, 2006.
Closing Date: 10:00 A.M., New York time, on or about February 28, 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]
SARM 2006-2 2
Terms Agreement
12425220.2
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: _____________________
Name: Xxxx Xxxxx
Title: Vice President
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By: _____________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
SARM 2006-2
Terms Agreement
12425220.2
Schedule 1
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Initial Certificate Approximate
Principal or Amount Purchased
Notional Certificate Interest Purchase Price by Xxxxxx
Class Amount(1) Rate Percentage Brothers Inc.
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Class 1-A1 $122,439,000 Variable(3) 100% $122,439,000
Class 1-A2 $13,604,000 Variable(3) 100% $13,604,000
Class 2-A1 $129,059,000 Variable(3) 100% $129,059,000
Class 2-A2 $19,855,000 Variable(3) 100% $19,855,000
Class AX $14,655,903 5.50% (4) 100% $14,655,903
Class PAX $14,441,488 5.50% (4) 100% $14,441,488
Class 3-A1 $316,918,000 Variable(2) 100% $316,918,000
Class 3-A2 $22,637,000 Variable(2) 100% $22,637,000
Class 4-A1 $271,908,000 Variable(3) 100% $271,908,000
Class 4-A2 $67,977,000 Variable(3) 100% $67,977,000
Class 4-AX $24,409,922 5.50% (4) 100% $24,409,922
Class 5-A1 $263,393,000 Variable(3) 100% $263,393,000
Class 5-A2 $18,813,000 Variable(3) 100% $18,813,000
Class 5-AX $15,018,134 5.50% (4) 100% $15,018,134
Class B1-I $21,649,000 Variable(2) 100% $21,649,000
Class B2-I $6,661,000 Variable(2) 100% $6,661,000
Class B3-I $4,996,000 Variable(2) 100% $4,996,000
Class B4-I $999,000 Variable(2) 100% $999,000
Class B1-II $18,911,000 Variable(2) 100% $18,911,000
Class B2-II $7,630,000 Variable(2) 100% $7,630,000
Class B3-II $5,972,000 Variable(2) 100% $5,972,000
Class B4-II $1,327,000 Variable(2) 100% $1,327,000
Class R $100 Variable(2) 100% $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 R, Class 1-A1 and Class 1-A2 Certificates will bear interest
based on the interest rate specified above through the distribution date in
December 2010, subject to adjustment as described in the prospectus
supplement. Beginning with the distribution date in January 2011 and for
each distribution date thereafter, the Class R, Class 1-A1 and Class 1-A2
Certificates will bear interest at the Net WAC for pool 1 as described in
the prospectus supplement. The Class 2-A1 and Class 2-A2 Certificates will
bear interest based on the interest rate specified above through the
distribution date in December 2010, subject to adjustment as described in
the prospectus supplement. Beginning with the distribution date in January
2011 and for each distribution date thereafter, the Class 2-A1 and Class
2-A2 Certificates will bear interest at the Net WAC for pool 2 as described
in the prospectus supplement. The Class 4-A1 and Class 4-A2 Certificates
will bear interest based on the interest rate specified above through the
distribution date in January 2016, subject to adjustment as described in
the prospectus supplement. Beginning with the distribution date in February
2016, 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-A1 and Class 5-A2 Certificates will bear interest based on the interest
rate specified above through the distribution date in December 2015,
subject to adjustment as described in the prospectus supplement. Beginning
with the distribution date in January 2016, the Class 5-A1 and Class 5-A2
Certificates will bear interest at the Net WAC for pool 5 as described in
the prospectus supplement.
(4) The Class AX and Class PAX 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 their two respective components, as
described in the prospectus supplement. After the distribution date in
December 2010, the Class AX and Class PAX Certificates will no longer be
entitled to receive distributions of any kind. The Class 4-AX 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
January 2016, the Class 4-AX Certificates will no longer be entitled to
receive distributions of any kind. The Class 5-AX 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
December 2015, the Class 5-AX Certificates will no longer be entitled to
receive distributions of any kind.
SARM 2006-2
Terms Agreement
12425220.2
