Exhibit 1.1
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-3H
TERMS AGREEMENT
Dated: March 29, 2006
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of March 1, 2006 (the "Trust Agreement").
Re: Underwriting Agreement Standard Terms dated as of December 21, 2005 (the
"Standard Terms," and together with this Terms Agreement, the
"Agreement").
Series Designation: Series 2006-3H.
Terms of the Series 2006-3H Certificates: Structured Asset Securities
Corporation, Series 2006-3H Mortgage Pass-Through Certificates, Class 1-A1,
Class 1-A2, Class 1-A3, Class 2-A1, Class A-IO, Class PO, Class B1, Class B2,
Class B3, Class B4, Class B5, Class B6 and Class R (the "Certificates") will
evidence, in the aggregate, the entire beneficial ownership interest in a trust
fund (the "Trust Fund"). The assets of the Trust Fund primarily consist of two
pools: one pool of conventional, first lien, fixed rate, fully amortizing
residential mortgage loans and one pool of conventional, first lien, adjustable
rate, fully amortizing residential mortgage loans (collectively, the "Mortgage
Loans"). Only the Class 1-A1, Class 1-A2, Class 1-A3, Class 2-A1, Class A-IO,
Class PO, Class B1, Class B2, Class B3 and Class R Certificates (collectively,
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 1-A3, Class 2-A1, Class A-IO, Class PO and Class R
Certificates be rated "AAA" by Fitch, Inc. ("Fitch"), and "Aaa" by Xxxxx'x
Investors Service, Inc. ("Moody's" and together with Fitch, the "Rating
Agencies"); the Class B1 Certificates be rated "AA+" by Fitch and "Aa2" by
Moody's; the Class B2 Certificates be rated "AA-" by Fitch and "A2" by Moody's;
and the Class B3 Certificates be rated "A-" by Fitch 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 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 therefor.
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.
[Signatures follow]
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:
Title:
Accepted:
STRUCTURED ASSET SECURITIES CORPORATION
By: _________________________
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
Schedule 1
Initial Certificate Purchase Approximate Amount
Principal or Notional Certificate Price Purchased by Xxxxxx
Class Amount(1) Interest Rate Percentage Brothers Inc.
----- --------- ------------- ---------- -------------
1-A1 $43,900,000 5.75% 100% $43,900,000
1-A2 $65,850,000 5.75% 100% $65,850,000
1-A3 $13,426,000 5.75% 100% $13,426,000
2-A1 $38,832,000 (2) 100% $38,832,000
A-IO $4,058,470 6.00%(3) 100% $4,058,470
PO $3,051,810 (4) 100% $3,051,810
B1 $2,670,000 (5) 100% $2,670,000
B2 $1,635,000 (5) 100% $1,635,000
B3 $1,119,000 (5) 100% $1,119,000
R $100 (2) 100% $100
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(1) These balances are approximate, as described in the prospectus supplement.
(2) The Class 2-A1 and Class R Certificates will bear interest at the net WAC
for pool 2, as described in the prospectus supplement.
(3) The Class A-IO Certificates will be Interest-Only Certificates; they will
not be entitled to payments of principal and will accrue interest on a
Notional Amount, as described in the prospectus supplement.
(4) The Class PO Certificates will be Principle-Only Certificates; they will
not be entitled to payments of interest.
(5) The Class B1, Class B2 and Class B3 Certificates will bear interest equal
to the weighted average of the underlying subordinate rates for pool 1 and
pool 2, weighted by the corresponding group subordinate amounts.
