GREENPOINT MORTGAGE FUNDING TRUST MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-AR4 TERMS AGREEMENT
GREENPOINT
MORTGAGE FUNDING TRUST
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2006-AR4
Dated: August
29, 2006
|
To:
|
Structured
Asset Securities Corporation, as Depositor under the Trust Agreement
dated
as of August 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-AR4.
Terms
of the Series 2006-AR4 Certificates:
GreenPoint Mortgage Funding Trust Mortgage Pass-Through Certificates, Series
2006-AR4, Class A1-A, Class A1-B, Class A2-A, Class A2-B, Class A3-A, Class
A3-B, Class A4-A, Class A4-B, Class A5, Class A6-A, Class A6-B, Class A6-C,
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 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 a pool
of
conventional, first lien, adjustable rate, fully amortizing, negative
amortization residential mortgage loans having a total Scheduled Principal
Balance (as defined in the Trust Agreement) as of the Cut-off Date of
$1,287,082,812.50 (the “Mortgage Loans”). Only the Class A1-A, Class A1-B, Class
A2-A, Class A2-B, Class A3-A, Class A3-B, Class A4-A, Class A4-B, Class A5,
Class A6-A, Class A6-B, Class A6-C, Class M1, Class M2, Class M3, Class M4,
Class M5, Class M6, Class M7, Class M8, Class M9 and Class M10 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 A1-A, Class A1-B, Class
A2-A, Class A2-B, Class A3-A, Class A3-B, Class A4-A, Class A4-B, Class A5,
Class A6-A, Class A6-B and Class A6-C 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 “Aa1” by
Moody’s; the Class M5 Certificates be rated “A” by S&P and “Aa2” by Moody’s;
the Class M6 Certificates be rated “A-” by S&P and “Aa3” by Moody’s; the
Class M7 Certificates be rated “A1” by Moody’s; the Class M8 Certificates be
rated “A2” by Moody’s; the Class M9 Certificates be rated “Baa1” by Moody’s and
the Class M10 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:
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 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]
2
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: | ||
|
Name:
Xxxx Xxxxx
Title:
Vice President
|
||
Accepted:
STRUCTURED
ASSET SECURITIES CORPORATION
By:
Name:
Xxxxxxx X. Xxxxxxxx
Title:
Senior Vice President
Schedule
1
|
Class
|
Initial
Certificate
Principal
Amount(1)
|
Certificate
Interest Rate |
Purchase
Price Percentage |
Approximate
Amount Purchased by Xxxxxx Brothers Inc.
|
|||||||||
|
A1-A
|
$
|
260,394,000
|
Variable(2)
|
100%
|
$
|
260,394,000
|
|||||||
|
A1-B
|
$
|
28,933,000
|
Variable(2)
|
100%
|
$
|
28,933,000
|
|||||||
|
A2-A
|
$
|
121,992,000
|
Variable(2)
|
100%
|
$
|
121,992,000
|
|||||||
|
A2-B
|
$
|
13,554,000
|
Variable(2)
|
100%
|
$
|
13,554,000
|
|||||||
|
A3-A
|
$
|
190,914,000
|
Variable(2)
|
100%
|
$
|
190,914,000
|
|||||||
|
A3-B
|
$
|
21,213,000
|
Variable(2)
|
100%
|
$
|
21,213,000
|
|||||||
|
A4-A
|
$
|
11,700,000
|
Variable(2)
|
100%
|
$
|
11,700,000
|
|||||||
|
A4-B
|
$
|
1,300,000
|
Variable(2)
|
100%
|
$
|
1,300,000
|
|||||||
|
A5
|
$
|
200,000,000
|
Variable(2)
|
100%
|
$
|
200,000,000
|
|||||||
|
A6-A
|
$
|
197,600,000
|
Variable(2)
|
100%
|
$
|
197,600,000
|
|||||||
|
A6-B
|
$
|
65,868,000
|
Variable(2)
|
100%
|
$
|
65,868,000
|
|||||||
|
A6-C
|
$
|
28,817,000
|
Variable(2)
|
100%
|
$
|
28,817,000
|
|||||||
|
M1
|
$
|
48,265,000
|
Variable(2)
|
100%
|
$
|
48,265,000
|
|||||||
|
M2
|
$
|
25,741,000
|
Variable(2)
|
100%
|
$
|
25,741,000
|
|||||||
|
M3
|
$
|
9,653,000
|
Variable(2)
|
100%
|
$
|
9,653,000
|
|||||||
|
M4
|
$
|
6,435,000
|
Variable(2)
|
100%
|
$
|
6,435,000
|
|||||||
|
M5
|
$
|
9,653,000
|
Variable(2)
|
100%
|
$
|
9,653,000
|
|||||||
|
M6
|
$
|
6,435,000
|
Variable(2)
|
100%
|
$
|
6,435,000
|
|||||||
|
M7
|
$
|
9,652,000
|
Variable(2)
|
100%
|
$
|
9,652,000
|
|||||||
|
M8
|
$
|
9,009,000
|
Variable(2)
|
100%
|
$
|
9,009,000
|
|||||||
|
M9
|
$
|
7,720,000
|
Variable(2)
|
100%
|
$
|
7,720,000
|
|||||||
|
M10
|
$
|
5,793,000
|
Variable(2)
|
100%
|
$
|
5,793,000
|
|||||||
__________
(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.
