STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-8 TERMS AGREEMENT
STRUCTURED
ADJUSTABLE RATE MORTGAGE LOAN
TRUST
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2006-8
Dated: August
29, 2006
To:
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Structured
Asset Securities Corporation, as Depositor under the Trust Agreement
dated
as of August 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 2006-8. |
Terms
of the Series 2006-8 Certificates:
Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
Certificates, Series 2006-8, Class
1-A1, Class 1-A2, Class 1-A2X, Class 1-A3, Class 2-A1, Class 2-A2, Class 2-A3,
Class 2-AF, Class 2-AS, Class 2-A4, Class 3-A1, Class 3-A2, Class 3-A3, Class
3-A4, Class 3-A5, Class 3-A5X, Class 3-AF, Class 3-AS, Class 3-A6, Class 4-A1,
Class 4-A2, Class 4-A3, Class 4-A3X, Class 4-A4, Class 4-A5, Class 4-AX, Class
B1-I, Class B2-I, Class B3-I, Class B4-I, Class B5-I, Class B6-I, Class B7-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 P-I, Class P-II 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 $1,138,296,252.13
(the
“Mortgage Loans”). Only the
Class
1-A1, Class 1-A2, Class 1-A2X, Class 1-A3, Class 2-A1, Class 2-A2, Class 2-A3,
Class 2-AF, Class 2-AS, Class 2-A4, Class 3-A1, Class 3-A2, Class 3-A3, Class
3-A4, Class 3-A5, Class 3-A5X, Class 3-AF, Class 3-AS, Class 3-A6, Class 4-A1,
Class 4-A2, Class 4-A3, Class 4-A3X, Class 4-A4, Class 4-A5, Class 4-AX, Class
B1-I, Class B2-I, Class B3-I, Class B4-I, Class B1-II, Class B2-II, Class B3-II,
Class B4-II, Class B5-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-A2X, Class 1-A3, Class 2-A1, Class 2-A2, Class 2-A3,
Class 2-AF, Class 2-AS, Class 2-A4, Class 3-A1, Class 3-A2, Class 3-A3, Class
3-A4, Class 3-A5, Class 3-A5X, Class 3-AF, Class 3-AS, Class 3-A6, Class 4-A1,
Class 4-A2, Class 4-A3, Class 4-A3X, Class 4-A4, Class 4-A5, Class 4-AX 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 B4-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; the Class B4-II Certificates be rated “BBB”
by Fitch and the Class B5-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 $100,000.
Cut-off
Date:
August
1, 2006.
Closing
Date:
10:00
A.M., New York time, on or about August 31, 2006. On the Closing Date, the
Depositor will deliver the Offered Certificates to the Underwriter against
payment therefore.
Counsel:
Dechert
LLP will act as counsel for the Underwriter.
Closing
Notice Address:
Notwithstanding anything to the contrary in the Standard Terms, the Closing
shall take place at the offices of the counsel for the Underwriter, Dechert
LLP,
00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000.
[SIGNATURE
PAGE IMMEDIATELY FOLLOWS]
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If
the
foregoing is in accordance with your understanding of our agreement, please
sign
and return to us a counterpart hereof, whereupon this instrument along with
all
counterparts will become a binding agreement between the Depositor and the
Underwriter in accordance with its terms.
XXXXXX
BROTHERS INC.
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By: | /s/ | |
Name: Xxxx Xxxxx |
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Title: Vice
President
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Accepted:
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STRUCTURED
ASSET SECURITIES
CORPORATION
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By: | |||
Name: Xxxxxxx
X. Xxxxxxxx
Title: Senior
Vice President
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Schedule
1
Class
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Initial
Certificate
Principal
or Notional
Amount(1)
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Certificate
Interest Rate
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Purchase
Price Percentage
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Approximate
Amount Purchased by Xxxxxx Brothers Inc.
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Class
1-A1
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$
243,846,000
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Variable(3)
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100%
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$
243,846,000
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Class
1-A2
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$67,925,000
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Variable(4)
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100%
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$67,925,000
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Class
1-A2X
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$67,925,000
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Variable(5)
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100%
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$67,925,000
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Class
1-A3
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$17,320,000
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Variable(2)
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100%
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$17,320,000
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Class
1-AX
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$311,771,000
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Variable(5)
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100%
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$311,771,000
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Class
2-A1
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$99,000,000
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Variable(6)
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100%
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$99,000,000
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Class
2-A2
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$5,484,000
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Variable(6)
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100%
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$5,484,000
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Class
2-A3
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$19,800,000
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Variable(6)
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100%
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$19,800,000
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Class
2-AF
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$35,704,000
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Variable(7)
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100%
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$35,704,000
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Class
2-AS
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$35,704,000
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Variable(8)
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100%
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$35,704,000
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Class
2-A4
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$8,397,000
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Variable(2)
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100%
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$8,397,000
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Class
3-A1
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$100,000,000
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Variable(9)
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100%
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$100,000,000
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Class
3-A2
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$5,539,000
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Variable(9)
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100%
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$5,539,000
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Class
3-A3
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$74,866,000
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Variable(9)
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100%
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$74,866,000
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Class
3-A4
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$18,773,000
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Variable(9)
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100%
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$18,773,000
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Class
3-A5
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$26,410,000
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Variable(10)
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100%
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$26,410,000
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Class
3-A5X
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$26,410,000
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Variable(11)
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100%
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$26,410,000
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Class
3-AF
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$61,000,000
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Variable(12)
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100%
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$61,000,000
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Class
3-AS
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$61,000,000
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Variable(13)
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100%
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$61,000,000
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Class
3-A6
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$15,041,000
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Variable(2)
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100%
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$15,041,000
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Class
4-A1
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$
75,153,000
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Variable(14)
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100%
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$
75,153,000
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Class
4-A2
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$18,509,000
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Variable(14)
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100%
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$18,509,000
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Class
4-A3
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$26,417,000
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Variable(15)
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100%
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$26,417,000
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Class
4-A3X
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$26,417,000
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Variable(16)
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100%
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$26,417,000
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Class
4-A4
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$150,000,000
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Variable(14)
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100%
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$150,000,000
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Class
4-A5
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$14,175,000
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Variable(2)
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100%
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$14,175,000
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Class
4-AX
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$270,079,000
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Variable(17)
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100%
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$270,079,000
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Class
B1-I
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$7,967,000
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Variable(2)
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100%
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$7,967,000
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Class
B2-I
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$3,117,000
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Variable(2)
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100%
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$3,117,000
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Class
B3-I
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$2,251,000
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Variable(2)
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100%
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$2,251,000
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Class
B4-I
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$519,000
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Variable(2)
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100%
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$519,000
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Class
B1-II
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$13,857,000
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Variable(2)
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100%
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$13,857,000
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Class
B2-II
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$3,167,000
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Variable(2)
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100%
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$3,167,000
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Class
B3-II
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$7,126,000
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Variable(2)
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100%
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$7,126,000
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Class
B4-II
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$5,147,000
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Variable(2)
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100%
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$5,147,000
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Class
B5-II
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$1,187,000
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Variable(2)
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100%
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$1,187,000
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Class
R
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$100
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Variable(2)
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100%
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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 Certificates will bear interest based on an interest rate
equal
to the Net WAC for pool 1 less 0.377243564% for each distribution
date on
or prior to the distribution date in August 2013. Beginning with
the
distribution date in September 2013 and for each distribution date
thereafter, the Class 1-A1 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-A2 Certificates will bear interest based on an interest rate
equal
to the Net WAC for pool 1 less 0.877243564% for each distribution
date on
or prior to the distribution date in August 2013. Beginning with
the
distribution date in September 2013 and for each distribution date
thereafter, the Class 1-A2 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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(5)
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The
Class 1-A2X and Class 1-AX Certificates will be interest-only
certificates; they will not be entitled to payments of principal
and will
accrue interest on their respective notional amounts, as described
in the
prospectus supplement. After the distribution date in August 2013,
the
Class 1-A2X and Class 1-AX Certificates will no longer be entitled
to
distributions of any kind.
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(6)
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The
Class 2-A1, 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
0.674550029% for each distribution date on or prior to the distribution
date in July 2016. Beginning with the distribution date in August
2016 and
for each distribution date thereafter, the Class 2-A1, 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-AF Certificates will bear interest at an interest rate equal
to
the least of (i) LIBOR + 0.38%, (ii) 7.500% and (iii) the Class 2-AF
available funds cap, for each distribution date on or prior to the
distribution date in July 2016. Beginning with the distribution date
in
August 2016 and for each distribution date thereafter, the Class
2-AF
Certificates will bear interest based on an interest rate equal to
the
lesser of (i) LIBOR + 0.38% and (ii) the Class 2-AF available funds
cap,
as described in the prospectus supplement.
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(8)
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The
Class 2-AS Certificates will be interest-only certificates; they
will not
be entitled to payments of principal and will accrue interest on
their
respective notional amounts, as described in the prospectus
supplement.
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(9)
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The
Class 3-A1, Class 3-A2, Class 3-A3 and Class 3-A4 Certificates will
bear
interest based at an interest rate equal to the Net WAC for pool
3 less
0.340336844% for each distribution date on or prior to the distribution
date in July 2016. Beginning with the distribution date in August
2016 and
for each distribution date thereafter, the Class 3-A1, Class 3-A2,
Class
3-A3 and Class 3-A4 Certificates will bear interest based on an interest
rate equal to the Net WAC for pool
3.
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(10)
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The
Class 3-A5 Certificates will bear interest based on an interest rate
equal
to the the pool 3 Net WAC less 0.590336844% for each distribution
date on
or prior to the distribution date in July 2016. Beginning with the
distribution date in August 2016 and for each distribution date
thereafter, the Class 3-A5 Certificates will bear interest at a rate
equal
to the pool 3 Net WAC.
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(11)
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The
Class 3-A5X Certificates will be interest-only certificates; they
will not
be entitled to payments of principal and will accrue interest on
their
respective notional amounts, as described in the prospectus supplement.
After the distribution date in July 2016, the Class 3-A5X Certificates
will no longer be entitled to distributions of any
kind.
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(12)
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The
Class 3-AF Certificates will bear interest at an interest rate equal
to
the least of (i) LIBOR + 0.38%, (ii) 7.500% and (iii) the Class 3-AF
available funds cap, for each distribution date on or prior to the
distribution date in July 2016. Beginning with the distribution date
in
August 2016 and for each distribution date thereafter, the Class
3-AF
Certificates will bear interest based on an interest rate equal to
the
lesser of (i) LIBOR + 0.38% and (ii) the Class 3-AF available funds
cap,
as described in the prospectus
supplement.
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(13)
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The
Class 3-AS Certificates will be interest-only certificates; they
will not
be entitled to payments of principal and will accrue interest on
their
respective notional amounts, as described in the prospectus
supplement.
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(14)
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The
Class 4-A1, Class 4-A2 and Class 4-A4 Certificates will bear interest
based at an interest rate equal to the Net WAC for pool 4 less
0.094975035% for each distribution date on or prior to the distribution
date in July 2016. Beginning with the distribution date in August
2016 and
for each distribution date thereafter, the Class 4-A1, Class 4-A2
and
Class 4-A4 Certificates will bear interest based at an interest rate
equal
to the Net WAC for pool 4.
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(15)
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The
Class 4-A3 Certificates will bear interest based at an interest rate
equal
to the Net WAC for pool 4 less 0.344975035% for each distribution
date on
or prior to the distribution date in July 2016. Beginning with the
distribution date in August 2016 and for each distribution date
thereafter, the Class 4-A3 Certificates will bear interest based
at an
interest rate equal to the Net WAC for pool
4.
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(16)
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The
Class 4-A3X Certificates will be interest-only certificates; they
will not
be entitled to payments of principal and will accrue interest on
their
respective notional amounts, as described in the prospectus supplement.
After the distribution date in July 2016, the Class 4-A3X Certificates
will no longer be entitled to distributions of any
kind.
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(17)
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The
Class 4-AX Certificates will be interest-only certificates; they
will not
be entitled to payments of principal and will accrue interest on
their
respective notional amounts, as described in the prospectus supplement.
After the distribution date in July 2016, the Class 4-AX Certificates
will
no longer be entitled to distributions of any
kind.
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