LEHMAN XS TRUST MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-GP3 TERMS AGREEMENT
XXXXXX
XS TRUST
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2006-GP3
Dated: June
27,
2006
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To:
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Structured
Asset Securities Corporation, as Depositor under the Trust Agreement
dated
as of June 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: Series
2006-GP3.
Terms
of the Series 2006-GP3 Certificates:
Xxxxxx
XS Trust Mortgage Pass-Through Certificates, Series 2006-GP3, Class
1-A1, Class 1-A2, Class 2-A1, Class 2-A2, Class 2-A3, Class 3-A1A, Class 3-A1B,
Class 3-A2A, Class 3-A2B, Class 3-A3A, Class 3-A3B, Class 3-A4, Class 3-A5A
and
Class 3-A5B, Class
M1,
Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class
M9,
Class M10, Class
X, Class P, Class C and Class R Certificates (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 three
pools of conventional, first lien, adjustable rate, fully amortizing, negative
amortization residential mortgage loans having a total Scheduled Principal
Balance (as defined in the Trust Agreement) as of the Cut-off Date of
$1,010,838,913 (the “Mortgage Loans”). Only the Class
1-A1, Class 1-A2, Class 2-A1, Class 2-A2, Class 2-A3, Class 3-A1A, Class 3-A1B,
Class 3-A2A, Class 3-A2B, Class 3-A3A, Class 3-A3B, Class 3-A4, Class 3-A5A,
Class 3-A5B, Class
M1,
Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class
M9
and Class M10 Certificates (the “Offered Certificates”) are being sold pursuant
to the terms hereof.
Registration
Statement:
File
Number 333-129480.
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 3-A1A, Class 3-A1B,
Class 3-A2A, Class 3-A2B, Class 3-A3A, Class 3-A3B, Class 3-A4, Class 3-A5A,
Class 3-A5B Certificates
be rated “AAA” by Standard & Poor’s, a division of The XxXxxx-Xxxx
Companies, Inc. (“S&P”), and “Aaa” by Xxxxx’x Investors Service, Inc.
(“Moody’s” and together with S&P, the “Rating Agencies”); the Class M1
Certificates be rated “AA+” by S&P and “Aa1” by Moody’s; the Class M2
Certificates be rated “AA” by S&P and “Aa1” by Moody’s; the Class M3
Certificates be rated “AA-” by S&P and “Aa1” by Moody’s; the Class M4
Certificates be rated “A+” by S&P and “Aa2” by Moody’s; the Class M5
Certificates be rated “A” by S&P and “Aa2” by Moody’s; the Class M6
Certificates be rated “A-” by S&P and “Aa3” by Moody’s; the Class M7
Certificates be rated “BBB” by S&P and “A1” by Moody’s; the Class M8
Certificates be rated “A2” by Moody’s; the Class M9 Certificates be rated “A3”
by Moody’s and the Class M10 Certificates be rated “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:
June 1,
2006.
Closing
Date:
10:00
A.M., New York time, on or about June 30, 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.
[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.
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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
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Class
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Initial
Certificate
Principal
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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1-A1
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$240,965,000
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Variable(2)
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100%
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$240,965,000
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1-A2
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$26,773,000
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Variable(2)
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100%
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$26,773,000
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2-A1
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$120,492,000
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Variable(2)
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100%
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$120,492,000
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2-A2
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$44,070,000
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Variable(2)
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100%
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$44,070,000
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2-A3
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$14,022,000
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Variable(2)
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100%
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$14,022,000
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3-A1A
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$105,190,000
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Variable(2)
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100%
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$105,190,000
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3-A1B
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$11,687,000
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Variable(2)
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100%
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$11,687,000
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3-A2A
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$43,516,000
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Variable(2)
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100%
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$43,516,000
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3-A2B
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$4,835,000
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Variable(2)
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100%
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$4,835,000
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3-A3A
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$75,133,000
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Variable(2)
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100%
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$75,133,000
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3-A3B
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$8,348,000
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Variable(2)
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100%
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$8,348,000
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3-A4
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$6,126,000
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Variable(2)
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100%
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$6,126,000
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3-A5A
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$120,000,000
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Variable(2)
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100%
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$120,000,000
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3-A5B
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$80,000,000
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Variable(2)
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100%
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$80,000,000
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M1
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$42,960,000
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Variable(2)
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100%
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$42,960,000
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M2
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$15,162,000
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Variable(2)
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100%
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$15,162,000
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M3
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$7,581,000
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Variable(2)
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100%
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$7,581,000
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M4
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$7,581,000
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Variable(2)
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100%
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$7,581,000
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M5
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$5,054,000
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Variable(2)
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100%
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$5,054,000
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M6
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$5,054,000
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Variable(2)
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100%
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$5,054,000
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M7
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$5,054,000
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Variable(2)
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100%
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$5,054,000
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M8
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$5,559,000
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Variable(2)
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100%
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$5,559,000
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M9
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$7,075,000
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Variable(2)
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100%
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$7,075,000
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M10
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$5,054,000
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Variable(2)
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100%
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$5,054,000
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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.
