STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-1
TERMS AGREEMENT
Dated: January 27, 2006
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of January 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 2006-1.
Terms of the Series 2006-1 Certificates: Structured Adjustable Rate Mortgage
Loan Trust Mortgage Pass-Through Certificates, Series 2006-1, Class 1-A1, Class
1-A2, Class 2-A1, Class 2-A2, Class 2-A3, Class 2-AX, Class 3-A1, Class 3-A2,
Class 4-A, Class 5-A1, Class 5-A2, Class 5-A3, Class 5-AX, Class 6-A1, Class
6-A2, Class 6-AX, Class 7-A1, Class 7-A2, Class 7-A3, Class 7-A4, Class 7-A5,
Class 7-AX, Class 8-A1, Class 8-A2, Class 8-AX, Class B1-I, Class B2-I, Class
B3-I, Class B4-I, Class B5-I, Class B6-I, Class B7-I, Class B8-I, Class B9-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 $1,112,876,859.59 (the "Mortgage Loans"). Only the Class
1-A1, Class 1-A2, Class 2-A1, Class 2-A2, Class 2-A3, Class 2-AX, Class 3-A1,
Class 3-A2, Class 4-A, Class 5-A1, Class 5-A2, Class 5-A3, Class 5-AX, Class
6-A1, Class 6-A2, Class 6-AX, Class 7-A1, Class 7-A2, Class 7-A3, Class 7-A4,
Class 7-A5, Class 7-AX, Class 8-A1, Class 8-A2, Class 8-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 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 2-A3, Class 2-AX, Class
3-A1, Class 3-A2, Class 4-A, Class 5-A1, Class 5-A2, Class 5-A3, Class 5-AX,
Class 6-A1, Class 6-A2, Class 6-AX, Class 7-A1, Class 7-A2, Class 7-A3, Class
7-A4, Class 7-A5, Class 7-AX, Class 8-A1, Class 8-A2, Class 8-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 S&P; the Class B2-I Certificates be rated "AA-" by S&P; the Class
B3-I and Class B2-II Certificates be rated "A" by S&P; the Class B4-I
Certificates be rated "A-" by S&P; the Class B5-I and Class B3-II Certificates
be rated "BBB" by S&P and Fitch; and the Class B6-I and Class B4-II Certificates
be rated "BBB-" by S&P and 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.
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: January 1, 2006.
Closing Date: 10:00 A.M., New York time, on or about January 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]
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
Schedule 1
Initial
Certificate
Principal or Certificate Approximate Amount
Notional Interest Purchase Price Purchased by Xxxxxx
Class Amount(1) Rate Percentage Brothers Inc.
------------------------------------------------------------------------------------------------------------------------
Class 1-A1 $118,141,000 Variable(2) 100% $118,141,000
Class 1-A2 $20,936,000 Variable(2) 100% $20,936,000
Class 2-A1 $60,606,000 Variable(2) 100% $60,606,000
Class 2-A2 $50,000,000 Variable(3) 100% $50,000,000
Class 2-A3 $9,002,000 Variable (2) 100% $9,002,000
Class 2-AX $1,482,360 5.50% (4) 100% $1,482,360
Class 3-A1 $142,300,000 Variable(2) 100% $142,300,000
Class 3-A2 $25,217,000 Variable(2) 100% $25,217,000
Class 4-A $372,863,000 Variable(2) 100% $372,863,000
Class 5-A1 $132,371,000 Variable(3) 100% $132,371,000
Class 5-A2 $61,080,000 Variable(3) 100% $61,080,000
Class 5-A3 $15,746,000 Variable(2) 100% $15,746,000
Class 5-AX $5,970,694 5.50% (4) 100% $5,970,694
Class 6-A1 $163,325,000 Variable(3) 100% $163,325,000
Class 6-A2 $13,293,000 Variable(3) 100% $13,293,000
Class 6-AX $11,152,915 5.50% (4) 100% $11,152,915
Class 7-A1 $142,285,000 Variable(3) 100% $142,285,000
Class 7-A2 $15,370,000 Variable(3) 100% $15,370,000
Class 7-A3 $15,000,000 Variable(3) 100% $15,000,000
Class 7-A4 $57,551,000 Variable(3) 100% $57,551,000
Class 7-A5 $12,789,000 Variable(2) 100% $12,789,000
Class 7-AX $10,878,967 5.50% (4) 100% $10,878,967
Class 8-A1 $235,138,000 Variable(3) 100% $235,138,000
Class 8-A2 $13,063,000 Variable(3) 100% $13,063,000
Class 8-AX $18,666,183 5.50% (4) 100% $18,666,183
Class B1-I $39,496,000 Variable(2) 100% $39,496,000
Class B2-I $5,096,000 Variable(2) 100% $5,096,000
Class B3-I $11,466,000 Variable(2) 100% $11,466,000
Class B4-I $4,459,000 Variable(2) 100% $4,459,000
Class B5-I $7,007,000 Variable(2) 100% $7,007,000
Class B6-I $3,185,000 Variable(2) 100% $3,185,000
Class B1-II $11,375,000 Variable(2) 100% $11,375,000
Class B2-II $5,170,000 Variable(2) 100% $5,170,000
Class B3-II $2,843,000 Variable(2) 100% $2,843,000
Class B4-II $775,000 Variable(2) 100% $775,000
Class R $100 Variable(2) 100% $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.
(3) The Class 2-A2 Certificates will bear interest based on the interest rate
specified above through the distribution date in November 2012, subject to
adjustment as described in the prospectus supplement. Beginning with the
distribution date in December 2012 and for each distribution date
thereafter, the Class 2-A2 Certificates will bear interest at the Net WAC
for pool 2 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 October 2010, subject to
adjustment as described in the prospectus supplement. Beginning with the
distribution date in November 2010 and for each distribution date
thereafter, 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. The
Class 6-A1 and Class 6-A2 Certificates will bear interest based on the
interest rate specified above through the distribution date in November
2010, subject to adjustment as described in the prospectus supplement.
Beginning with the distribution date in December 2010, the Class 6-A1 and
Class 6-A2 Certificates will bear interest at the Net WAC for pool 6 as
described in the prospectus supplement. The Class 7-A1, Class 7-A2, Class
7-A3 and Class 7-A4 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 and for each distribution date
thereafter, the Class 7-A1, Class 7-A2, Class 7-A3 and Class 7-A4
Certificates will bear interest at the Net WAC for pool 7 as described in
the prospectus supplement. The Class 8-A1 and Class 8-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 8-A1 and Class 8-A2 Certificates will bear interest at the
Net WAC for pool 8 as described in the prospectus supplement.
(4) The Class 2-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 November 2012, the Class 2-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 October 2010, the Class 5-AX Certificates
will no longer be entitled to receive distributions of any kind. The Class
6-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 November 2010, the Class 6-AX Certificates
will no longer be entitled to distributions of any kind. The Class 7-AX
Certificates will be interest-only certificates; they will not be entitled
to payments to 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 7-AX Certificates will no
longer be entitled to receive distributions of any kind. The Class 8-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 8-AX Certificates will no
longer be entitled to distributions of any kind.
