STRUCTURED ASSET MORTGAGE INVESTMENTS II INC. Bear Stearns ARM Trust 2006-3 Mortgage Pass-Through Certificates, Series 2006-3 TERMS AGREEMENT
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.
Bear
Xxxxxxx ARM Trust 2006-3
Mortgage
Pass-Through Certificates, Series 2006-3
Dated:
as
of May 31, 2006
To: STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.
Re: Underwriting
Agreement dated May 12, 2006
Underwriter: Bear,
Xxxxxxx & Co. Inc.
Series
Designation: Series
2006-3.
Class
Designation Schedule of the Certificates: Class
A-1
and
Class A-2.
Terms
of the Certificates:
Class
|
Original
Principal Amount
|
Interest
Rate
|
Class
A-1
|
$297,003,153
|
Variable
|
Class
A-2
|
$
8,930,884
|
Variable
|
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 Agreement, dated as of May 31, 2006, among Structured Asset Mortgage
Investments II Inc., as depositor, U.S. Bank National Association, as trustee,
and Xxxxx Fargo Bank N.A., as securities administrator.
Form
of Certificates Being Purchased by the Underwriter:
Book-Entry.
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 June 26,
2006.
Certificate
Rating for the Certificates Being Purchased by the
Underwriters:
Ratings
|
||
Class
|
Fitch
|
Xxxxx’x
|
Class
A-1
|
AAA
|
Aaa
|
Class
A-2
|
AAA
|
Aaa
|
Trust
Assets:
The
underlying certificate to be included in the Trust Fund is 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:
May 31,
2006.
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,
XXXXXXX & CO. INC.
By:
/s/ Xxxxxxx
Xxxxxxx
Name:
Xxxxxxx Xxxxxxx
Title:
Senior Managing Director
Accepted:
STRUCTURED
ASSET MORTGAGE
INVESTMENTS
II INC.
By:
/s/ Xxxxx
Xxxxxxxxxxx
Name: Xxxxx
Xxxxxxxxxxx
Title: Vice
President
Annex
A
UNDERLYING
CERTIFICATE
Full
Name of Series
|
Initial
Principal Balance
|
Current
Principal Balance
|
Class
% in Trust
|
Xxxxx
Fargo Mortgage Backed Securities 2006-AR6 Trust, Mortgage Pass-Through
Certificates, Series 2006-AR6, Class VII-A-1
|
$768,781,000.00
|
$761,101,272.45
|
40.1962324954723%
|