STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-9 TERMS AGREEMENT
STRUCTURED
ADJUSTABLE RATE MORTGAGE LOAN
TRUST
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2006-9
Dated: September
27, 2006
To:
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Structured
Asset Securities Corporation, as Depositor under the Trust Agreement
dated
as of September 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
2006-9.
Terms
of the Series 2006-9 Certificates:
Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
Certificates, Series 2006-9, Class
1-A1, Class 1-A2, Class 1-AX, Class 1-PAX, Class 2-A1, Class 2-A2, Class 2-A3,
Class 2-A1X, Class 3-A1, Class 3-A2, Class II-AX, Class II-PAX, Class 4-A1,
Class 4-A2, 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, Class B5-II, Class
B6-II, Class B7-II, Class B8-II, Class B9-II, Class P-I, Class P-II, Class
P-III
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 $657,917,135.00 (the
“Mortgage Loans”). Only the
Class
1-A1, Class 1-A2, Class 1-AX, Class 1-PAX, Class 2-A1, Class 2-A2, Class 2-A3,
Class 2-A1X, Class 3-A1, Class 3-A2, Class II-AX, Class II-PAX, Class 4-A1,
Class 4-A2, Class B1-I, Class B2-I, Class B3-I, Class B1-II, Class B2-II, Class
B3-II, Class B4-II, Class B5-II, Class B6-II and
Class
R Certificates (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 the
Class
1-A1, Class 1-A2, Class 1-AX, Class 1-PAX, Class 2-A1, Class 2-A2, Class 2-A3,
Class 2-A1X, Class 3-A1, Class 3-A2, Class II-AX, Class II-PAX, Class 4-A1,
Class 4-A2, and Class R Certificates
be rated “AAA” by Standard & Poor’s, A division of The XxXxxx-Xxxx
Companies, Inc. (“S&P”) and by Fitch Ratings, Inc. (“Fitch” and together
with S&P, the “Rating Agencies”); the Class B1-I be rated “AA” by Fitch; the
Class B2-I Certificates be rated “A” by Fitch; the Class B3-I Certificates be
rated “BBB” by Fitch; the Class B1-II Certificates be rated “AA” by Fitch and
S&P; the Class B2-II Certificates be rated “AA” by Fitch and “AA-” by
S&P; the Class B3-II Certificates be rated “A+” by Fitch and “A” by S&P;
the Class B4-II Certificates be rated “A” by Fitch and “A-” by S&P; the
Class B5-II Certificates be rated “BBB+” by Fitch and “BBB” by S&P and the
Class B6-II Certificates be rated “BBB” by 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 $100,000.
Cut-off
Date:
September 1, 2006.
Closing
Date:
10:00
A.M., New York time, on or about September 29, 2006. On the Closing Date, the
Depositor will deliver the Offered Certificates to the Underwriter against
payment therefore.
Counsel:
Dechert
LLP will act as counsel for the Underwriter.
Closing
Notice Address:
Notwithstanding anything to the contrary in the Standard Terms, the Closing
shall take place at the offices of the counsel for the Underwriter, Dechert
LLP,
00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000.
[SIGNATURE
PAGE IMMEDIATELY FOLLOWS]
If
the
foregoing is in accordance with your understanding of our agreement, please
sign
and return to us a counterpart hereof, whereupon this instrument along with
all
counterparts will become a binding agreement between the Depositor and the
Underwriter in accordance with its terms.
XXXXXX BROTHERS INC. | ||
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By: | ||
Name:
Xxxx Xxxxx
Title:
Vice President
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Accepted:
STRUCTURED
ASSET SECURITIES CORPORATION
By:
Name:
Xxxxxxx X. Xxxxxxxx
Title:
Senior Vice President
Schedule
1
Class
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Initial
Certificate
Principal
or Notional
Amount(1)
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Certificate
Interest Rate
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Purchase
Price Percentage
|
Approximate
Amount Purchased by Xxxxxx Brothers Inc.
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|||||||||
Class
1-A1
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$
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160,912,000
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Variable(3)
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100%
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$
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160,912,000
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|||||||
Class
1-A2
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$
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9,438,000
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Variable(3)
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100%
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$
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9,438,000
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|||||||
Class
1-AX
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$
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89,728,655
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Variable(4)
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100%
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$
|
89,728,655
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|||||||
Class
1-PAX
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$
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90,060,435
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Variable(4)
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100%
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$
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90,060,435
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|||||||
Class
2-A1
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$
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21,000,000
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Variable(5)
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100%
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$
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21,000,000
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|||||||
Class
2-A2
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$
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64,338,000
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Variable(6)
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100%
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$
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64,338,000
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|||||||
Class
2-A3
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$
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4,479,000
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Variable(6)
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100%
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$
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4,479,000
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|||||||
Class
2-A1X
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$
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21,000,000
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Variable(7)
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100%
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$
|
21,000,000
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|||||||
Class
3-A1
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$
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114,905,000
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Variable(8)
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100%
|
$
|
114,905,000
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|||||||
Class
3-A2
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$
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12,729,000
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Variable(8)
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100%
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$
|
12,729,000
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|||||||
Class
II-AX
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$
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154,910,691
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Variable(9)
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100%
|
$
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154,910,691
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|||||||
Class
II-PAX
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$
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73,386,177
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Variable(9)
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100%
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$
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73,386,177
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|||||||
Class
4-A1
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$
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226,098,000
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Variable(10)
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100%
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$
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226,098,000
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|||||||
Class
4-A2
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$
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11,866,000
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Variable(10)
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100%
|
$
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11,866,000
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|||||||
Class
B1-I
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$
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3,775,000
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Variable(3)
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100%
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$
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3,775,000
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|||||||
Class
B2-I
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$
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1,887,000
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Variable(3)
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100%
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$
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1,887,000
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|||||||
Class
B3-I
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$
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1,438,000
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Variable(3)
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100%
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$
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1,438,000
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|||||||
Class
B1-II
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$
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8,367,000
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Variable(2)(11)
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100%
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$
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8,367,000
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|||||||
Class
B2-II
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$
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1,912,000
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Variable(2)(11)
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100%
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$
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1,912,000
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|||||||
Class
B3-II
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$
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2,868,000
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Variable(2)(11)
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100%
|
$
|
2,868,000
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|||||||
Class
B4-II
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$
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1,195,000
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Variable(2)(11)
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100%
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$
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1,195,000
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|||||||
Class
B5-II
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$
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1,673,000
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Variable(2)(11)
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100%
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$
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1,673,000
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|||||||
Class
B6-II
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$
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1,673,000
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Variable(2)(11)
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100%
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$
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1,673,000
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|||||||
Class
R
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$
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1
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Variable(3)
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100%
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$
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100
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__________
(1)
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These
balances and initial interest rates are approximate, as described
in the
prospectus supplement.
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(2)
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These
certificates will accrue interest based on adjustable interest rates,
as
described in the prospectus
supplement.
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(3)
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The
Class 1-A1, Class 1-A2, Class R, Class B1-I, Class B2-I and Class
B3-I
Certificates will bear interest based on an interest rate equal to
the Net
WAC for pool 1 less 0.867410454% for each distribution date on or
prior to
the distribution date in July 2013. Beginning with the distribution
date
in August 2013 and for each distribution date thereafter, the Class
1-A1,
Class 1-A2, Class R, Class B1-I, Class B2-I and Class B3-I Certificates
will bear interest based on an interest rate equal to the Net WAC
for pool
1, as described in the prospectus
supplement.
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(4)
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The
Class 1-AX and Class 1-PAX Certificates will be interest-only
certificates; they will not be entitled to payments of principal
and will
accrue interest based on an interest rate of 0.867410454% on their
respective notional amounts, as described in the prospectus supplement.
After the distribution date in July 2013, the Class 1-AX and Class
1-PAX
Certificate will no longer be entitled to distributions of any
kind.
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(5)
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The
Class 2-A1Certificate will bear interest based at an interest rate
equal
to the Net WAC for pool 2 less 0.749596927% for each distribution
date on
or prior to the distribution date in August 2016. Beginning with
the
distribution date in September 2016 and for each distribution date
thereafter, the Class 2-A1 Certificate will bear interest based on
an
interest rate equal to the Net WAC for pool
2.
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(6)
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The
Class 2-A2 and Class 2-A3 Certificates will bear interest based at
an
interest rate equal to the Net WAC for pool 2 less 0.669596927% for
each
distribution date on or prior to the distribution date in August
2016.
Beginning with the distribution date in September 2016 and for each
distribution date thereafter, the Class 2-A2 and Class 2-A3 Certificates
will bear interest based on an interest rate equal to the Net WAC
for pool
2
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(7)
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The
Class 2-A1X Certificate will be interest-only certificate; it will
not be
entitled to payments of principal and will accrue interest based
on an
interest rate of 0.080% on its notional amount, as described in the
prospectus supplement. After the distribution date in August 2016,
the
Class 2-A1X Certificate will no longer be entitled to distributions
of any
kind.
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(8)
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The
Class 3-A1 and Class 3-A2 Certificates will bear interest based at
an
interest rate equal to the Net WAC for pool 3 less 0.599887871% for
each
distribution date on or prior to the distribution date in August
2016.
Beginning with the distribution date in September 2016 and for each
distribution date thereafter, the Class 3-A1 and Class 3-A2 Certificates
will bear interest based on an interest rate equal to the Net WAC
for pool
3.
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(9)
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The
Class II-AX and Class II-PAX Certificates will be interest-only
Certificates; they will not be entitled to payments of principal
and will
be entitled to the interest accrued on their related components as
described in the prospectus supplement. For the first Distribution
Date,
the components comprising each of the Class II-AX and Class II-PAX
Certificates will accrue interest at an average rate of approximately
0.630% and 0.635%, respectively. After the distribution date in August
2016, the Class II-AX and Class II-PAX certificates will no longer
be
entitled to receive distributions of any kind.
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(10)
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The
Class 4-A1 and Class 4-A2 Certificates will bear interest based at
an
interest rate equal to the Net WAC for pool
4.
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(11)
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The
Class B1-II, Class B2-II, Class B3-II, Class B4-II, Class B5-II and
Class
B6-II Certificates will bear interest based on an interest rate equal
to
the pool 2-4 underlying subordinate
rate.
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