Exhibit 1.1
XXXXXX XS TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-10N
TERMS AGREEMENT
Dated: June 28, 2006
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of June 1, 2006 (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 2006-10N.
Terms of the Series 2006-10N Certificates: Xxxxxx XS Trust Mortgage Pass-Through
Certificates, Series 2006-10N, Class 1-A1A, Class 1-A1B, Class 1-A2A, Class
1-A2B, Class 1-A3A, Class 1-A3B, Class 1-A4A, Class 1-A4B, Class 2-A1, Class
2-A2, 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 1-M10, Class 2-M1, Class 2-M2, Class
2-M3, Class 2-M4, Class 2-M5, Class 2-M6, Class 2-M7, Class 1-X, Class 2-X,
Class 1-P, Class 2-P 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 two pools of mortgage loans -
a pool of negative amortization adjustable rate and fixed rate, conventional,
residential mortgage loans and a pool of negative amortization adjustable rate,
conventional, residential mortgage loans - having a total Scheduled Principal
Balance (as defined in the Trust Agreement) as of the Cut-off Date of
$1,459,806,217 (the "Mortgage Loans"). Only the Class 1-A1A, Class 1-A1B, Class
1-A2A, Class 1-A2B, Class 1-A3A, Class 1-A3B, Class 1-A4A, Class 1-A4B, Class
2-A1, Class 2-A2, 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 and Class 2-M7 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-A1A, Class 1-A1B, Class 1-A2A, Class 1-A2B, Class 1-A3A, Class 1-A3B,
Class 1-A4A, Class 1-A4B, Class 2-A1 and Class 2-A2 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 1-M1 Certificates be rated "AA+" by S&P and "Aa1"
by Moody's; the Class 1-M2 Certificates be rated "AA" by S&P and "Aa2" by
Moody's; the Class 1-M3 Certificates be rated "AA-" by S&P and "Aa3" by Moody's;
the Class 1-M4 Certificates be rated "A+" by S&P and "A1" by Moody's; the Class
1-M5 Certificates be rated "A" by S&P and "A2" by Moody's; the Class 1-M6
Certificates be rated "A-" by S&P and "A3" by Moody's; the Class 1-M7
Certificates be rated "BBB+" by S&P and "Baa2" by Moody's; the Class 1-M8
Certificates be rated "BBB" by S&P and "Baa3" by Moody's; the Class 1-M9
Certificates be rated "BBB-" by S & P; the Class 2-M1 Certificates be rated "AA"
by S&P and "Aa1" by Moody's; the Class 2-M2 Certificates be rated "AA" by S&P
and "Aa2" by Moody's; the Class 2-M3 Certificates be rated "AA-" by S&P and
"Aa2" by Moody's; the Class 2-M4 Certificates be rated "A" by S&P and "A1" by
Moody's; the Class 2-M5 Certificates be rated
"A-" by S&P and "A2" by Moody's; the Class 2-M6 Certificates be rated "BBB" by
S&P and "Baa1" by Moody's; the Class 2-M7 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]
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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.
By:
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Name: Xxxx Xxxxx
Title: Vice President
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By:
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
Schedule 1
Initial
Certificate Certificate Approximate Amount
Principal Interest Purchase Price Purchased by Xxxxxx
Class Amount(1) Rate Percentage Brothers Inc.
----- ------------ ----------- -------------- -------------------
1-A1A $340,312,000 Variable(2) 100% $340,312,000
1-A1B $ 37,812,000 Variable(2) 100% $ 37,812,000
1-A2A $151,636,000 Variable(2) 100% $151,636,000
1-A2B $ 16,848,000 Variable(2) 100% $ 16,848,000
1-A3A $455,184,000 Variable(2) 100% $455,184,000
1-A3B $ 50,575,000 Variable(2) 100% $ 50,575,000
1-A4A $ 19,329,000 Variable(2) 100% $ 19,329,000
1-A4B $ 2,147,000 Variable(2) 100% $ 2,147,000
2-A1 $118,804,000 Variable(2) 100% $118,804,000
2-A2 $145,933,000 Variable(2) 100% $145,933,000
1-M1 $ 29,421,000 Variable(2) 100% $ 29,421,000
1-M2 $ 17,652,000 Variable(2) 100% $ 17,652,000
1-M3 $ 5,884,000 Variable(2) 100% $ 5,884,000
1-M4 $ 5,884,000 Variable(2) 100% $ 5,884,000
1-M5 $ 5,884,000 Variable(2) 100% $ 5,884,000
1-M6 $ 5,884,000 Variable(2) 100% $ 5,884,000
1-M7 $ 5,884,000 Variable(2) 100% $ 5,884,000
1-M8 $ 5,885,000 Variable(2) 100% $ 5,885,000
1-M9 $ 12,356,000 Variable(2) 100% $ 12,356,000
2-M1 $ 7,075,000 Variable(2) 100% $ 7,075,000
2-M2 $ 2,547,000 Variable(2) 100% $ 2,547,000
2-M3 $ 1,415,000 Variable(2) 100% $ 1,415,000
2-M4 $ 1,981,000 Variable(2) 100% $ 1,981,000
2-M5 $ 1,415,000 Variable(2) 100% $ 1,415,000
2-M6 $ 1,415,000 Variable(2) 100% $ 1,415,000
2-M7 $ 1,415,000 Variable(2) 100% $ 1,415,000
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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.
