LEHMAN XS
TRUST
MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2006-16N
TERMS
AGREEMENT
Dated: September 27,
2006
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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 :
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Series
2006-16N.
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Terms of the
Series 2006-16N Certificates : Lehman XS Trust Mortgage Pass-Through
Certificates, Series 2006-16N, Class
1-A1A, Class 1-A1B, Class 1-A2AU, Class 1-A2A, Class 1-A2B, Class
1-A31U, Class 1-A31, Class 1-A32A1U, Class 1-A32A1, Class 1-A32A2,
Class 1-A32B, Class 1-A4A, Class 1-A4B, Class 1-A4C, Class
2-A, Class M1, Class M2, Class M3, Class M4, Class M5, Class
M6, Class M7, Class M8, Class M9, Class
X, Class P, Class C, and Class R (the
“Certificates”) will evidence, in the aggregate (but
excluding the Class 1-A2A, Class 1-A32A1 and Class 1-A31
Certificates), the entire beneficial ownership interest in a trust
fund (the “Trust Fund”). The Class 1-A2A, Class 1-A32A1
and Class 1-A31 Certificates represent beneficial interests in
separate grantor trusts, the assets of each of which consist
primarily of one class of certificates issued by the Trust Fund and
one or more cap agreements. The primary assets of the Trust Fund on
the Closing Date (as defined below) will consist primarily of two
pools 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
$2,218,218,289 (the “Mortgage Loans”). Only the
Class 1-A1A, Class 1-A2A, Class 1-A2B,
Class 1-A31, Class 1-A32A1, Class 1-A32A2, Class 1-A32B, Class
1-A4A, Class 1-A4B, Class 1-A4C, Class 2-A 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 1-A1A, Class 1-A1B, Class 1-A2AU, Class 1-A2A,
Class 1-A2B, Class 1-A31U, Class 1-A31, Class 1-A32A1U, Class
1-A32A1, Class 1-A32A2, Class 1-A32B, Class 1-A4A, Class 1-A4B,
Class 1-A4C and Class 2-A Certificates be rated
“AAA” by Standard & Poor’s, a division of The
McGraw-Hill Companies, Inc. (“S&P”), and
“Aaa” by Moody’s 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&
