STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-3 TERMS AGREEMENT
STRUCTURED
ADJUSTABLE RATE MORTGAGE LOAN
TRUST
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2006-3
Dated: March
28,
2006
To:
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Structured
Asset Securities Corporation, as Depositor under the Trust Agreement
dated
as of March 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:
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Series
2006-3.
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Terms
of the Series 2006-3 Certificates:
Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
Certificates, Series 2006-3, Class
1-A1, Class 1-A2, Class 2-A1, Class 2-A2, Class 3-A1, Class 3-A2, Class 3-A3,
Class 3-AX, Class 4-A, Class 4-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
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
four
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 $831,099,682.20 (the
“Mortgage Loans”). Only the
Class
1-A1, Class 1-A2, Class 2-A1, Class 2-A2, Class 3-A1, Class 3-A2, Class 3-A3,
Class 3-AX, Class 4-A, Class 4-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 3-A1, Class 3-A2, Class 3-A3,
Class 3-AX, Class 4-A, Class 4-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 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 ClassB3-II be rated BBB by
S&P; and the Class B4-I and Class B4-II Certificates be rated “BBB-” by
Fitch; and the Class B4-II 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 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:
March
1, 2006.
Closing
Date:
10:00
A.M., New York time, on or about March 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.
XXXXXX
BROTHERS INC.
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By: ___________________________
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
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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Class
1-A1
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$109,277,000
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Variable(2)
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100%
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$109,277,000
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Class
1-A2
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$8,747,000
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Variable(2)
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100%
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$8,747,000
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Class
2-A1
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$65,603,000
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Variable(2)
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100%
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$65,603,000
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Class
2-A2
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$5,251,000
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Variable(2)
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100%
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$5,251,000
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Class
3-A1
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$79,479,000
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Variable(3)
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100%
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$79,479,000
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Class
3-A2
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$19,869,000
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Variable(3)
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100%
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$19,869,000
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Class
3-A3
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$7,952,000
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Variable(2)
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100%
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$7,952,000
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Class
3-AX
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$6,646,948
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6.00%(4)
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100%
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$6,646,948
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Class
4-A
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$487,319,000
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Variable(3)
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100%
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$487,319,000
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Class
4-AX
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$11,128,728
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6.00%(4)
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100%
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$11,128,728
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Class
B1-I
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$10,975,000
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Variable(2)
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100%
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$10,975,000
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Class
B2-I
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$3,658,000
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Variable(2)
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100%
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$3,658,000
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Class
B3-I
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$2,704,000
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Variable(2)
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100%
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$2,704,000
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Class
B4-I
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$636,000
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Variable(2)
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100%
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$636,000
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Class
B1-II
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$11,285,000
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Variable(2)
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100%
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$11,285,000
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Class
B2-II
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$5,129,000
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Variable(2)
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100%
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$5,129,000
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Class
B3-II
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$2,821,000
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Variable(2)
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100%
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$2,821,000
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Class
B4-II
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$769,000
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Variable(2)
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100%
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$769,000
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Class
R
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$100
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Variable(2)
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100%
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$100
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__________
(1)
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These
balances and initial interest rates are approximate, as described
in 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 3-A1 and Class 3-A2 Certificates will bear interest based on
the
interest rate specified above through the distribution date in February
2013, subject to adjustment as described in the prospectus supplement.
Beginning with the distribution date in March 2013, the Class 3-A1
and
Class 3-A2 Certificates will bear interest at the Net WAC for pool
3 as
described in the prospectus supplement. The Class 4-A Certificates
will
bear interest based on the interest rate specified above through
the
distribution date in February 2016, subject to adjustment as described
in
the prospectus supplement. Beginning with the distribution date in
March
2016, the Class 4-A Certificates will bear interest at the Net WAC
for
pool 4 as described in the prospectus
supplement.
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(4)
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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
their
respective notional amounts, as described in the prospectus supplement.
After the distribution date in February 2013, the Class 3-AX 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 February 2016, the Class 4-AX Certificates
will no longer be entitled to receive distributions of any
kind.
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