STRUCTURED ASSET MORTGAGE INVESTMENTS II INC. Bear Stearns ARM Trust 2007-1 Mortgage Pass-Through Certificates, Series 2007-1 TERMS AGREEMENT
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.
Bear
▇▇▇▇▇▇▇ ARM Trust 2007-1
Mortgage
Pass-Through Certificates, Series 2007-1
Dated:
as
of February 27, 2007
|
To:
|
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.
|
|
Re:
|
Underwriting
Agreement dated February 26, 2007
|
|
Underwriter:
|
Bear,
▇▇▇▇▇▇▇ & Co. Inc.
|
|
Series
Designation:
|
Series
2007-1.
|
Class
Designation Schedule of the Certificates: Class
I-A-1, Class I-X-1, Class I-A-2, Class II-A-1, Class II-X-1, Class II-A-2,
Class
III-A-1, Class III-X-1, Class III-A-2, Class IV-A-1, Class IV-X-1, Class V-A-1,
Class V-X-1, Class V-A-2, Class R-I, Class R-II, Class R-III, Class B-1, Class
B-2, Class B-3, and Class B-4 Certificates.
Terms
of the Certificates:
|
Class
|
Original
Principal Amount
|
Interest
Rate
|
|
Class
I-A-1
|
$ 344,893,000
|
Variable
Rate
|
|
Class
I-X-1
|
$ 0*
|
0.087%
|
|
Class
I-A-2
|
$ 19,161,000
|
Variable
Rate
|
|
Class
II-A-1
|
$ 207,460,000
|
Variable
Rate
|
|
Class
II-X-1
|
$
0*
|
0.531%
|
|
Class
II-A-2
|
$ 11,526,000
|
Variable
Rate
|
|
Class
III-A-1
|
$ 171,986,000
|
Variable
Rate
|
|
Class
III-X-1
|
$ 0*
|
0.079%
|
|
Class
III-A-2
|
$ 9,555,000
|
Variable
Rate
|
|
Class
IV-A-1
|
$ 143,932,000
|
Variable
Rate
|
|
Class
IV-X-1
|
$ 0*
|
0.450%
|
|
Class
V-A-1
|
$ 41,118,000
|
Variable
Rate
|
|
Class
V-X-1
|
$ 0*
|
0.359%
|
|
Class
V-A-2
|
$ 2,284,000
|
Variable
Rate
|
|
Class
R-I
|
$ 50
|
N/A
|
|
Class
R-II
|
$ 50
|
N/A
|
|
Class
R-III
|
$ 50
|
N/A
|
|
Class
B-1
|
$ 24,547,000
|
Variable
Rate
|
|
Class
B-2
|
$ 4,510,000
|
Variable
Rate
|
|
Class
B-3
|
$ 7,015,000
|
Variable
Rate
|
|
Class
B-4
|
$ 5,009,000
|
Variable
Rate
|
*Notional
Amount
The
Certificates purchased by the Underwriter will be offered from time to time
by
the Underwriter in negotiated transactions at varying prices to be determined
at
the time of sale.
Defined
Terms:
Terms
not otherwise defined herein shall have the meanings given to such terms in
the
Pooling and Servicing Agreement, dated as of February 1, 2007, among Structured
Asset Mortgage Investments II Inc., as depositor, EMC Mortgage Corporation,
as
seller and master servicer, ▇▇▇▇▇ Fargo Bank, N.A. as securities administrator,
and Citibank, N.A., as trustee.
Form
of Certificates Being Purchased by the Underwriter:
Book-Entry except for the Class R-I, Class R-II and Class R-III Certificates
which will be in certificated, fully registered form.
Distribution
Dates:
The
25th
day of
each month or, if such 25th
day is
not a business day, the next succeeding business day beginning on March 25,
2007.
Certificate
Rating for the Certificates Being Purchased by the
Underwriters:
|
Ratings
|
||
|
Class
|
S&P
|
Fitch
|
|
Class
I-A-1
|
AAA
|
AAA
|
|
Class
I-X-1
|
AAA
|
AAA
|
|
Class
I-A-2
|
AAA
|
AAA
|
|
Class
II-A-1
|
AAA
|
AAA
|
|
Class
II-X-1
|
AAA
|
AAA
|
|
Class
II-A-2
|
AAA
|
AAA
|
|
Class
III-A-1
|
AAA
|
AAA
|
|
Class
III-X-1
|
AAA
|
AAA
|
|
Class
III-A-2
|
AAA
|
AAA
|
|
Class
IV-A-1
|
AAA
|
AAA
|
|
Class
IV-X-1
|
AAA
|
AAA
|
|
Class
V-A-1
|
AAA
|
AAA
|
|
Class
V-X-1
|
AAA
|
AAA
|
|
Class
V-A-2
|
AAA
|
AAA
|
|
Class
I-A-1
|
AAA
|
AAA
|
|
Class
R-I
|
AAA
|
AAA
|
|
Class
R-II
|
AAA
|
AAA
|
|
Class
R-III
|
AAA
|
AAA
|
|
Class
B-1
|
NR
|
AA+
|
|
Class
B-2
|
NR
|
AA
|
|
Class
B-3
|
NR
|
A
|
|
Class
B-4
|
NR
|
BBB
|
Mortgage
Assets:
The
Mortgage Loans to be included in the Trust Fund are as described in Annex A
hereto.
Purchase
Price:
The
aggregate purchase price payable by the Underwriter for the Certificates covered
by this Agreement will be $ *
(plus $
*
in
accrued interest).
Credit
Enhancement:
None
other than the subordination described in the related Prospectus
Supplement.
Closing
Date:
February 28, 2007.
*Please
contact Bear, ▇▇▇▇▇▇▇ & Co. Inc. for pricing information.
The
undersigned, as the Underwriter, agrees, subject to the terms and provisions
of
the above-referenced Underwriting Agreement, which is incorporated herein in
its
entirety and made a part hereof, to purchase the respective principal amounts
of
the Classes of the above-referenced Series of Certificates as set forth
herein.
| BEAR, ▇▇▇▇▇▇▇ & CO. INC. | ||
| |
|
|
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: |
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
|
| Title: | Senior Managing Director | |
| Accepted: | ||
|
STRUCTURED
ASSET MORTGAGE
INVESTMENTS
II INC.
|
||
| |
|
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| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ |
|
| Title: | Vice President | |
Annex
A
Mortgage
Loan Schedule
[Available
Upon Request]