BEAR STEARNS ASSET BACKED SECURITIES I LLC SACO I Trust 2006-5 Mortgage-Backed Certificates Series 2006-5 TERMS AGREEMENT
EXHIBIT
1.1
BEAR
▇▇▇▇▇▇▇ ASSET BACKED SECURITIES I LLC
Mortgage-Backed
Certificates Series 2006-5
TERMS
AGREEMENT
Dated:
as
of April 25, 2006
To: BEAR
▇▇▇▇▇▇▇ ASSET BACKED SECURITIES I LLC
Re: Underwriting
Agreement, dated April 13, 2006
Underwriter: Bear,
▇▇▇▇▇▇▇ & Co. Inc. (the “Underwriter”)
Series
Designation: Series
2006-5
Class
Designation Schedule of the Certificates: Class I-A, Class I-M-1, Class I-M-2,
Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-B-1, Class I-B-2,
Class I-B-3, Class II-A-1, II-A-2, Class II-A-3, Class II-M-1, Class II-M-2,
Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6, Class II-B-1, Class
II-B-2 and Class II-B-3 Certificates
Terms
of the Certificates:
|
Class
|
Original
Certificate Principal Balance
|
Pass-Through
Rate
|
|||||
|
Class
I-A
|
$
|
202,094,000
|
Adjustable
|
||||
|
Class
I-M-1
|
$
|
15,234,000
|
Adjustable
|
||||
|
Class
I-M-2
|
$
|
15,524,000
|
Adjustable
|
||||
|
Class
I-M-3
|
$
|
5,514,000
|
Adjustable
|
||||
|
Class
I-M-4
|
$
|
6,965,000
|
Adjustable
|
||||
|
Class
I-M-5
|
$
|
6,238,000
|
Adjustable
|
||||
|
Class
I-M-6
|
$
|
4,206,000
|
Adjustable
|
||||
|
Class
I-B-1
|
$
|
4,496,000
|
Adjustable
|
||||
|
Class
I-B-2
|
$
|
4,351,000
|
Adjustable
|
||||
|
Class
I-B-3
|
$
|
3,771,000
|
Adjustable
|
||||
|
Class
II-A-1
|
$
|
150,999,000
|
Adjustable
|
||||
|
Class
II-A-2
|
$
|
103,069,000
|
Adjustable
|
||||
|
Class
II-A-3
|
$
|
47,930,000
|
Adjustable
|
||||
|
Class
II-M-1
|
$
|
22,628,000
|
Adjustable
|
||||
|
Class
II-M-2
|
$
|
22,206,000
|
Adjustable
|
||||
|
Class
II-M-3
|
$
|
9,094,000
|
Adjustable
|
||||
|
Class
II-M-4
|
$
|
8,671,000
|
Adjustable
|
||||
|
Class
II-M-5
|
$
|
8,671,000
|
Adjustable
|
||||
|
Class
II-M-6
|
$
|
6,556,000
|
Adjustable
|
||||
|
Class
II-B-1
|
$
|
6,979,000
|
Adjustable
|
||||
|
Class
II-B-2
|
$
|
6,133,000
|
Adjustable
|
||||
|
Class
II-B-3
|
$
|
5,922,000
|
Adjustable
|
||||
The
Certificates purchased by the Underwriter will be offered from time to time
by
the Underwriter in negotiated transactions at varying prices to be determined
at
the time of sale.
Defined
Terms:
Terms
not otherwise defined herein shall have the meanings given to such terms in
the
Pooling and Servicing Agreement, dated as of April 1, 2006, among Bear ▇▇▇▇▇▇▇
Asset Backed Securities I LLC, as depositor, EMC Mortgage Corporation, as
sponsor and as company, LaSalle Bank National Association, as master servicer
and securities administrator, and Citibank, N.A., as trustee.
Form
of Certificates Being Purchased by the Underwriter:
Book-Entry.
Distribution
Dates:
The
25th day of each month or, if such 25th day is not a business day, the next
succeeding business day beginning in May 2006.
Certificate
Rating for the Certificates Being Purchased by the Underwriter:
|
Class
|
Standard
& Poor’s Rating
|
▇▇▇▇▇’▇
Rating
|
|
I-A
|
AAA
|
Aaa
|
|
I-M-1
|
AA+
|
Aa1
|
|
I-M-2
|
AA
|
Aa2
|
|
I-M-3
|
AA-
|
Aa3
|
|
I-M-4
|
A+
|
A1
|
|
I-M-5
|
A
|
A2
|
|
I-M-6
|
A-
|
A3
|
|
I-B-1
|
BBB+
|
Baa1
|
|
I-B-2
|
BBB
|
Baa2
|
|
I-B-3
|
BBB-
|
Baa3
|
|
II-A-1
|
AAA
|
Aaa
|
|
II-A-2
|
AAA
|
Aaa
|
|
II-A-3
|
AAA
|
Aaa
|
|
II-M-1
|
AA+
|
Aa1
|
|
II-M-2
|
AA
|
Aa2
|
|
II-M-3
|
AA-
|
Aa3
|
|
II-M-4
|
A+
|
A1
|
|
II-M-5
|
A
|
A2
|
|
II-M-6
|
A-
|
A3
|
|
II-B-1
|
BBB+
|
Baa1
|
|
II-B-2
|
BBB
|
Baa2
|
|
II-B-3
|
BBB-
|
Baa3
|
Mortgage
Assets:
The
Mortgage Loans to be included in the Trust Fund are as described in Annex A
hereto.
Purchase
Price:
The
aggregate purchase price payable by the Underwriter for the Certificates covered
by this Agreement will be $ *
(plus
$ *
in
accrued interest).
Credit
Enhancement:
Excess
spread, overcollateralization and subordination as described in the related
Prospectus Supplement.
Closing
Date:
April
28, 2006.
[Signature
Page Follows]
*
Please
contact Bear, ▇▇▇▇▇▇▇ & Co. Inc. for pricing
information
The
undersigned, as Underwriter, agrees, subject to the terms and provisions of
the
above-referenced Underwriting Agreement, which is incorporated herein in its
entirety and made a part hereof, to purchase the respective principal amounts
of
the Classes of the above-referenced Series of Certificates as set forth
herein.
|
BEAR,
▇▇▇▇▇▇▇ & CO. INC.
|
|
|
By:
|
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
|
Name:
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
|
Title:
|
Senior
Managing Director
|
|
Accepted:
BEAR
▇▇▇▇▇▇▇ ASSET BACKED
SECURITIES
I LLC
|
|
|
By:
|
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
|
|
Name:
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
|
|
Title:
|
Vice
President
|
Annex
A
Mortgage
Loan Schedule
[Available
Upon Request]