LEHMAN XS TRUST MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-18N TERMS AGREEMENT
XXXXXX
XS TRUST
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2006-18N
TERMS
AGREEMENT
Dated: November
28, 2006
To:
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Structured
Asset Securities Corporation, as Depositor under the Trust Agreement,
dated as of November 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
2006-18N.
Terms
of the Series 2006-18N Certificates:
Xxxxxx
XS Trust Mortgage Pass-Through Certificates, Series 2006-18N, Class
A1A, Class A1B, Class A2A, Class A3, Class A4, Class A5A, Class AX, 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 (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 a single
pool of conventional, first lien, adjustable rate negative amortization, fully
amortizing and balloon residential mortgage loans having a total Scheduled
Principal Balance (as defined in the Trust Agreement) as of the Cut-off Date
of
approximately $1,027,393,147 (the “Mortgage Loans”). Only the Class
A1A, Class A1B, Class A2A, Class A3, Class A4, Class A5A, Class AX, Class
M1,
Class
M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8 and Class M9
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
A1A, Class A1B, Class A2A, Class A3, Class A4, Class A5A and Class
AX
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 “Aaa” 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 “Aa3” by Moody’s; the Class M6
Certificates be rated “A-” by S&P and “A1” by Moody’s; the Class M7
Certificates be rated “BBB+” by S&P and “A2” by Moody’s; the Class M8
Certificates be rated “BBB” by S&P and “A3” by Moody’s; and the Class M9
Certificates be rated “BBB-” by S&P and “Baa1” 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:
November 1, 2006.
Closing
Date:
10:00
A.M., New York time, on or about November 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]
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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:
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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
Class
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Initial
Certificate
Principal
Amount
or
Notional
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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A1A
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$363,930,000
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Variable(2)
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100%
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$363,930,000
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A1B
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$67,464,000
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Variable(2)
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100%
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$67,464,000
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A2A
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$188,095,000
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Variable(2)
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100%
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$188,095,000
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A3
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$195,000,000
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Variable(2)
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100%
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$195,000,000
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A4
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$45,770,000
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Variable(2)
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100%
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$45,770,000
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A5A
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$55,148,000
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Variable(2)
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100%
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$55,148,000
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AX
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$915,407,000
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Variable(3)
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100%
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$915,407,000
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M1
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$7,705,000
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Variable(2)
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100%
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$7,705,000
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M2
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$33,903,000
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Variable(2)
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100%
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$33,903,000
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M3
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$8,219,000
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Variable(2)
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100%
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$8,219,000
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M4
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$14,383,000
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Variable(2)
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100%
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$14,383,000
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M5
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$7,705,000
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Variable(2)
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100%
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$7,705,000
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M6
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$5,136,000
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Variable(2)
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100%
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$5,136,000
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M7
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$7,705,000
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Variable(2)
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100%
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$7,705,000
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M8
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$5,136,000
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Variable(2)
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100%
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$5,136,000
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M9
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$5,136,000
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Variable(2)
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100%
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$5,136,000
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__________
(1)
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These
balances 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 AX Certificates are interest-only certificates. They are
not
entitled to payments of principal and will accrue interest on their
notional amount. Interest on the Class AX Certificates will accrue
at a
rate equal to (a) on or prior to November 25, 2008, the lesser
of (x)
0.75% per annum and (y) the weighted average of the net mortgage
rates for
the mortgage loans as of the first day of the related collection
period
minus a fraction, the numerator of which is the coupon strip, if
any,
multiplied by 12 and the denominator of which is the pool balance
as of
the first day of the related collection period and (b) thereafter,
until
the distribution date in December 2036, the lesser of (x) 0.12%
per annum
and (y) the weighted average of the net mortgage rates for the
mortgage
loans as of the first day of the related collection period minus
a
fraction, the numerator of which is the coupon strip, if any, multiplied
by 12 and the denominator of which is the pool balance as of the
first day
of the related collection period, based on a notional balance equal
to the
aggregate class principal amount of the Class A1A, Class A1B, Class
A2A,
Class A3 and Class A4 and Class A5A Certificates immediately prior
to
distributions for such period (calculated for such purpose by assuming
the
class principal amount of each of the Class A1B, Class A2A, Class
A3,
Class A4 and Class A5A Certificates has been increased by the cap
deferred
interest amount with respect to such classes, notwithstanding the
reimbursement of such amount from the related deferred interest
cap
agreement). The Class AX Certificates will not be entitled to
distributions of any kind after the distribution date in December
2036.
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