LLEHMAN XS TRUST MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-12N TERMS AGREEMENT
LLEHMAN
XS TRUST
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2007-12N
Dated: June
27,
2007
|
To:
|
Structured
Asset Securities Corporation, as Depositor under the Trust Agreement,
dated as of June 1, 2007 (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
2007-12N.
Terms
of the Series 2007-12N Certificates:
Xxxxxx
XS Trust Mortgage Pass-Through Certificates, Series 2007-12N, Class 1-A1, Class
1-A2, Class 1-A3A, Class 1-A3B, Class 1-AX, Class 2-A1, Class 2-A2, Class 2-A3,
Class 2-AX, Class 3-A1, Class 3-A2, Class 3-A3, Class 1-M1, Class 1-M2, Class
1-M3, Class 1-M4, Class 1-M5, Class 1-M6, Class 1-M7, Class 1-M8, Class
1-M9,
Class
2-M1, Class 2-M2, Class 2-M3, Class 2-M4, Class 2-M5, Class 2-M6, Class 2-M7,
Class 2-M8, Class 3-M1, Class 3-M2, Class 3-M3, Class 3-M4, Class 3-M5, Class
3-M6, Class 3-M7, Class 3-M8, Class 1-X, Class 2-X, Class 3-X, Class
1-AP, Class 2-AP, Class
3-AP, Class 1-C, Class 2-C, Class 3-C 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 two pools
of conventional, first lien, hybrid, adjustable rate negative amortization,
fully amortizing residential mortgage loans having a total Scheduled Principal
Balance (as defined in the Trust Agreement) as of the Cut-off Date of
approximately $1,317,638,481 (the “Mortgage Loans”). Only the Class 1-A1, Class
1-A2, Class 1-A3A, Class 1-A3B, Class 1-AX, Class 2-A1, Class 2-A2, Class 2-A3,
Class 2-AX, Class 3-A1, Class 3-A2, Class 3-A3, Class 1-M1, Class 1-M2, Class
1-M3, Class 1-M4, Class 1-M5, Class 1-M6, Class 1-M7, Class 1-M8, Class
1-M9,
Class
2-M1, Class 2-M2, Class 2-M3, Class 2-M4, Class 2-M5, Class 2-M6, Class 2-M7,
Class 2-M8, Class 3-M1, Class 3-M2, Class 3-M3, Class 3-M4, Class 3-M5, Class
3-M6, Class 3-M7 and Class 3-M8 (the
“Offered Certificates”) are being sold pursuant to the terms
hereof.
Registration
Statement:
File
Number 333-133985.
Certificate
Ratings:
It is a
condition of Closing that at the Closing Date Certificates are rated by Standard
& Poor’s, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”), and by
Xxxxx’x Investors Service, Inc. (“Moody’s” and together with S&P, the
“Rating Agencies”) in accordance with the below:
|
Class
|
S&P
|
Moody’s
|
|
1-A1
|
AAA
|
Aaa
|
|
1-A2
|
AAA
|
Aaa
|
|
1-A3A
|
AAA
|
Aaa
|
|
1-A3B
|
AAA
|
Aaa
|
|
1-AX
|
AAA
|
Aaa
|
|
2-A1
|
AAA
|
Aaa
|
|
2-A2
|
AAA
|
Aaa
|
|
2-A3
|
AAA
|
Aaa
|
|
Class
|
S&P
|
Moody’s
|
|
2-AX
|
N/A
|
Aaa
|
|
3-A1
|
AAA
|
Aaa
|
|
3-A2
|
AAA
|
Aaa
|
|
3-A3
|
AAA
|
Aaa
|
|
1-M1
|
AA+
|
Aaa
|
|
1-M2
|
AA
|
Aa1
|
|
1-M3
|
AA-
|
Aa1
|
|
1-M4
|
A+
|
Aa2
|
|
1-M5
|
A
|
Aa3
|
|
1-M6
|
A-
|
A1
|
|
1-M7
|
BBB+
|
A2
|
|
1-M8
|
BBB
|
A3
|
|
1-M9
|
BBB-
|
Baa2
|
|
2-M1
|
AA+
|
Aa2
|
|
2-M2
|
AA
|
Aa3
|
|
2-M3
|
AA-
|
A1
|
|
2-M4
|
A+
|
A2
|
|
2-M5
|
A
|
A3
|
|
2-M6
|
BBB+
|
Baa1
|
|
2-M7
|
BBB-
|
Baa1
|
|
2-M8
|
BB-
|
Baa3
|
|
3-M1
|
AA+
|
Aa1
|
|
3-M2
|
AA
|
Aa2
|
|
3-M3
|
AA-
|
Aa3
|
|
3-M4
|
A+
|
A1
|
|
3-M5
|
A
|
A2
|
|
3-M6
|
A-
|
A3
|
|
3-M7
|
BBB+
|
Baa1
|
|
3-M8
|
N/A
|
Baa3
|
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,
2007.
Closing
Date:
10:00
A.M., New York time, on or about June 29, 2007. 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.
2
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]
3
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: Xxxxxxxx
Xxxxxxx
Title: Vice
President
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Accepted:
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|
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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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4
Schedule
1
|
Class
|
Initial
Certificate
Principal
or
Notional Amount(1)
|
Certificate
Interest Rate
|
Purchase
Price Percentage
|
Approximate
Amount Purchased by Xxxxxx Brothers
Inc.
|
|
1-A1
|
$304,780,000
|
Variable(2)
|
100%
|
$304,780,000
|
|
1-A2
|
$107,726,000
|
Variable(2)
|
100%
|
$107,726,000
|
|
1-A3A
|
$215,925,000
|
Variable(2)
|
100%
|
$215,925,000
|
|
1-A3B
|
$23,992,000
|
Variable(2)
|
100%
|
$23,992,000
|
|
1-AX
|
$652,423,000
|
Variable(2)
|
100%
|
$652,423,000
|
|
2-A1
|
$232,912,000
|
Variable(2)
|
100%
|
$232,912,000
|
|
2-A2
|
$88,857,000
|
Variable(2)
|
100%
|
$88,857,000
|
|
2-A3
|
$35,752,000
|
Variable(2)
|
100%
|
$35,752,000
|
|
2-AX
|
$357,521,000
|
Variable(2)
|
100%
|
$357,521,000
|
|
3-A1
|
$123,204,000
|
Variable(2)
|
100%
|
$123,204,000
|
|
3-A2
|
$
46,818,000
|
Variable(2)
|
100%
|
$
46,818,000
|
|
3-A3
|
$18,891,000
|
Variable(2)
|
100%
|
$18,891,000
|
|
1-M1
|
$20,637,000
|
Variable(2)
|
100%
|
$20,637,000
|
|
1-M2
|
$12,671,000
|
Variable(2)
|
100%
|
$12,671,000
|
|
1-M3
|
$5,068,000
|
Variable(2)
|
100%
|
$5,068,000
|
|
1-M4
|
$5,430,000
|
Variable(2)
|
100%
|
$5,430,000
|
|
1-M5
|
$5,068,000
|
Variable(2)
|
100%
|
$5,068,000
|
|
1-M6
|
$3,620,000
|
Variable(2)
|
100%
|
$3,620,000
|
|
1-M7
|
$3,620,000
|
Variable(2)
|
100%
|
$3,620,000
|
|
1-M8
|
$3,620,000
|
Variable(2)
|
100%
|
$3,620,000
|
|
1-M9
|
$3,620,000
|
Variable(2)
|
100%
|
$3,620,000
|
|
2-M1
|
$7,376,000
|
Variable(2)
|
100%
|
$7,376,000
|
|
2-M2
|
$5,823,000
|
Variable(2)
|
100%
|
$5,823,000
|
|
2-M3
|
$1,941,000
|
Variable(2)
|
100%
|
$1,941,000
|
|
2-M4
|
$1,941,000
|
Variable(2)
|
100%
|
$1,941,000
|
|
2-M5
|
$1,941,000
|
Variable(2)
|
100%
|
$1,941,000
|
|
2-M6
|
$2,717,000
|
Variable(2)
|
100%
|
$2,717,000
|
|
2-M7
|
$2,329,000
|
(3)
|
100%
|
$2,329,000
|
|
2-M8
|
$3,882,000
|
(3)
|
100%
|
$3,882,000
|
|
3-M1
|
$4,208,000
|
Variable(2)
|
100%
|
$4,208,000
|
|
3-M2
|
$2,566,000
|
Variable(2)
|
100%
|
$2,566,000
|
5
|
Class
|
Initial
Certificate
Principal
or
Notional Amount(1)
|
Certificate
Interest Rate
|
Purchase
Price Percentage
|
Approximate
Amount Purchased by Xxxxxx Brothers
Inc.
|
|
3-M3
|
$1,540,000
|
Variable(2)
|
100%
|
$1,540,000
|
|
3-M4
|
$1,232,000
|
Variable(2)
|
100%
|
$1,232,000
|
|
3-M5
|
$1,129,000
|
Variable(2)
|
100%
|
$1,129,000
|
|
3-M6
|
$1,026,000
|
Variable(2)
|
100%
|
$1,026,000
|
|
3-M7
|
$1,026,000
|
Variable(2)
|
100%
|
$1,026,000
|
|
3-M8
|
$1,437,000
|
Variable(2)
|
100%
|
$1,437,000
|
__________
(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-M7 and Class 2-M8 Certificates are principal-only certificates and will not
be
entitled to any distributions of interest.
6
