GREENPOINT MORTGAGE FUNDING TRUST MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-AR5 TERMS AGREEMENT
GREENPOINT
MORTGAGE FUNDING TRUST
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2006-AR5
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: Series
2006-AR5.
Terms
of the Series 2006-AR5 Certificates:
GreenPoint Mortgage Funding Trust Mortgage Pass-Through Certificates, Series
2006-AR5, Class 1-A1A, Class 1-A1B, Class 1-A2A1, Class 1-A2A2U, Class 1-A2A2,
Class 1-A2B, Class 1-A3A1, Class 1-A3A2U, Class 1-A3A2, Class 1-A3B, Class
1-A4,
Class 2-A, 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 (but excluding the Class 1-A2A2
and Class 1-A3A2 Certificates), the entire beneficial ownership interest in
a
trust fund (the “Trust Fund”). The Class 1-A2A2 and Class 1-A3A2 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 a cap agreement. 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, 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 $1,277,146,938.13 (the “Mortgage
Loans”). Only the Class 1-A1A, Class 1-A1B, Class 1-A2A1, Class 1-A2A2, Class
1-A2B, Class 1-A3A1, Class 1-A3A2, Class 1-A3B, Class 1-A4, Class 2-A, 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 1-A1A, Class 1-A1B,
Class 1-A2A1, Class 1-A2A2U, Class 1-A2A2, Class 1-A2B, Class 1-A3A1, Class
1-A3A2U, Class 1-A3A2, Class 1-A3B, Class 1-A4 and Class 2-A Certificates be
rated “AAA” by Standard & Poor’s, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies,
Inc. (“S&P”), and “Aaa” by ▇▇▇▇▇’▇ 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 “Aaa” by Moody’s; the Class M3 Certificates be rated “Aa1”
by Moody’s; the Class M4 Certificates be rated “Aa2” by Moody’s; the Class M5
Certificates be rated “Aa3” by Moody’s; the Class M6 Certificates be rated “A1”
by Moody’s; the Class M7 Certificates be rated “A2” by Moody’s; the Class M8
Certificates be rated “A3” 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 ▇▇▇▇▇▇ 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:
September 1, 2006.
Closing
Date:
10:00
A.M., New York time, on or about September 29, 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,
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
[SIGNATURE
PAGE IMMEDIATELY FOLLOWS]
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: ___________________________
Name: ▇▇▇▇
▇▇▇▇▇
Title: Vice
President
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Accepted:
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STRUCTURED
ASSET SECURITIES CORPORATION
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By: _____________________________
Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Title: Senior
Vice President
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Schedule
1
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Class
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Initial
Certificate
Principal
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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1-A1A
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$397,209,000
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Variable(2)
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100%
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$397,209,000
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1-A1B
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$44,134,000
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Variable(2)
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100%
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$44,134,000
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1-A2A1
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$115,000,000
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Variable(2)
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100%
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$115,000,000
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1-A2A2
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$62,404,000
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Variable(2)
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100%
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$62,404,000
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1-A2B
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$19,711,000
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Variable(2)
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100%
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$19,711,000
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1-A3A1
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$200,000,000
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Variable(2)
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100%
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$200,000,000
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1-A3A2
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$46,434,000
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Variable(2)
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100%
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$46,434,000
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1-A3B
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$28,965,000
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Variable(2)
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100%
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$28,965,000
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1-A4
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$14,250,000
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Variable(2)
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100%
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$14,250,000
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2-A
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$205,871,000
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Variable(2)
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100%
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$205,871,000
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M1
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$28,735,000
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Variable(2)
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100%
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$28,735,000
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M2
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$28,735,000
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Variable(2)
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100%
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$28,735,000
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M3
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$33,205,000
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Variable(2)
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100%
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$33,205,000
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M4
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$10,217,000
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Variable(2)
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100%
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$10,217,000
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M5
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$11,494,000
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Variable(2)
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100%
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$11,494,000
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M6
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$5,108,000
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Variable(2)
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100%
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$5,108,000
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M7
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$5,108,000
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Variable(2)
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100%
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$5,108,000
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M8
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$4,470,000
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Variable(2)
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100%
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$4,470,000
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M9
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$4,470,000
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Variable(2)
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100%
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$4,470,000
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M10
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$5,236,000
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Variable(2)
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100%
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$5,236,000
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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.