STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4 TERMS AGREEMENT
STRUCTURED
ADJUSTABLE RATE MORTGAGE LOAN
TRUST
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2006-4
Dated: April
26,
2006
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To:
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Structured
Asset Securities Corporation, as Depositor under the Trust Agreement
dated
as of April 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
2006-4.
Terms
of the Series 2006-4 Certificates:
Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
Certificates, Series 2006-4, Class
1-A1, Class 1-A2, Class 2-A1, Class 2-A2, Class 3-A1, Class 3-A2, Class 4-A1,
Class 4-A2, Class 5-A1, Class 5-A2, Class 6-A, Class 7-A1, Class 7-A2, Class
7-A3, Class 7-A4, 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 B9-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 $1,837,223,185.58
(the
“Mortgage Loans”). Only the
Class
1-A1, Class 1-A2, Class 2-A1, Class 2-A2, Class 3-A1, Class 3-A2, Class 4-A1,
Class 4-A2, Class 5-A1, Class 5-A2, Class 6-A, Class 7-A1, Class 7-A2, Class
7-A3, Class 7-A4, 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, Class B6-II and
Class
R 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-A1, Class 1-A2, Class 2-A1, Class 2-A2, Class 3-A1, Class 3-A2, Class 4-A1,
Class 4-A2, Class 5-A1, Class 5-A2, Class 6-A, Class 7-A1, Class 7-A2, Class
7-A3, Class 7-A4 and Class R Certificates
be rated “AAA” by Standard & Poor’s, A division of The ▇▇▇▇▇▇-▇▇▇▇
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 S&P; the Class B3-II Certificates be rated
“AA-” by S&P; the Class B4-II Certificates be rated “A” by S&P; the
Class B5-II Certificates be rate “BBB” by Fitch and S&P; and the ClassB6-II
be rated “BBB-” by Fitch and S&P.
Terms
of Sale of Offered Certificates:
The
Depositor agrees to sell to ▇▇▇▇▇▇ 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:
April
1, 2006.
Closing
Date:
10:00
A.M., New York time, on or about April 28, 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,
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
[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.
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▇▇▇▇▇▇
BROTHERS INC.
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| By: | ||
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Name:
▇▇▇▇
▇▇▇▇▇
Title:
Vice
President
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Accepted:
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| STRUCTURED ASSET SECURITIES CORPORATION | ||
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| By: ______________________________________ | ||
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Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Title: Senior
Vice President
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Schedule
1
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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
▇▇▇▇▇▇ Brothers Inc.
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Class
1-A1
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$120,556,000
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Variable(2)
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100%
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$120,556,000
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Class
1-A2
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$9,007,000
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Variable(2)
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100%
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$9,007,000
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Class
2-A1
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$179,461,000
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Variable(2)
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100%
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$179,461,000
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Class
2-A2
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$13,407,000
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Variable(2)
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100%
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$13,407,000
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Class
3-A1
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$199,576,000
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Variable(2)
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100%
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$199,576,000
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Class
3-A2
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$14,910,000
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Variable(2)
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100%
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$14,910,000
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Class
4-A1
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$122,728,000
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Variable(2)
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100%
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$122,728,000
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Class
4-A2
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$5,335,000
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Variable(2)
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100%
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$5,335,000
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Class
5-A1
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$393,822,000
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Variable(2)
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100%
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$393,822,000
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Class
5-A2
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$17,122,000
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Variable(2)
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100%
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$17,122,000
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Class
6-A
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$254,867,000
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Variable(2)
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100%
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$254,867,000
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Class
7-A1
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$314,399,000
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Variable(2)
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100%
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$314,399,000
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Class
7-A2
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$83,315,000
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Variable(2)
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100%
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$83,315,000
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Class
7-A3
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$20,000,000
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Variable(2)
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100%
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$20,000,000
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Class
7-A4
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$870,000
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Variable(2)
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100%
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$870,000
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Class
B1-I
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$18,950,000
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Variable(2)
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100%
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$18,950,000
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Class
B2-I
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$6,029,000
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Variable(2)
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100%
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$6,029,000
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Class
B3-I
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$4,593,000
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Variable(2)
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100%
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$4,593,000
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Class
B4-I
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$1,148,000
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Variable(2)
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100%
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$1,148,000
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Class
B1-II
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$13,892,000
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Variable(2)
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100%
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$13,892,000
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Class
B2-II
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$8,840,000
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Variable(2)
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100%
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$8,840,000
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Class
B3-II
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$3,788,000
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Variable(2)
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100%
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$3,788,000
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Class
B4-II
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$6,314,000
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Variable(2)
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100%
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$6,314,000
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Class
B5-II
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$5,051,000
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Variable(2)
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100%
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$5,051,000
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Class
B6-II
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$2,525,000
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Variable(2)
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100%
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$2,525,000
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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)
These
certificates will accrue interest based on adjustable interest rates,
as
described in the prospectus supplement.