STRUCTURED ASSET MORTGAGE INVESTMENTS II INC. Prime Mortgage Trust Mortgage Pass-Through Certificates, Series 2006-CL1 TERMS AGREEMENT
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.
Prime
Mortgage Trust
Mortgage
Pass-Through Certificates, Series 2006-CL1
TERMS
AGREEMENT
Dated:
as
of May 25, 2006
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To:
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STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.
|
|
Re:
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Underwriting
Agreement, dated May 12, 2006
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Underwriter:
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Bear,
Xxxxxxx & Co. Inc. (the “Underwriter”)
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Series
Designation:
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Series
2006-CL1
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Class
Designation Schedule of the Certificates: Class X-0, Xxxxx X-0, Class M-1,
Class
M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates (collectively,
the “Certificates”).
Terms
of the Certificates:
|
Class
|
Original
Principal Amount
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Interest
Rate
|
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Class
A-1
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$189,352,000
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Adjustable
|
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Class
A-2
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$189,352,0001
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Adjustable
|
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Class
M-1
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$2,779,000
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Adjustable
|
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Class
M-2
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$992,000
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Adjustable
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Class
M-3
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$695,000
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Adjustable
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Class
M-4
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$695,000
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Adjustable
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Class
M-5
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$695,000
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Adjustable
|
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Class
M-6
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$992,000
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Adjustable
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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 May 1, 2006, among Structured
Asset
Mortgage Investments II Inc., as depositor, Xxxxx Fargo Bank, National
Association, as master servicer and securities administrator, EMC Mortgage
Corporation, as seller and company and U.S. Bank, National Association, as
trustee.
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 in June 2006.
Certificate
Rating for the Certificates Being Purchased by the Underwriter:
|
Class
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Standard
& Poor’s Rating
|
Xxxxx’x
Rating
|
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A-1
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AAA
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Aaa
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A-2
|
AAA
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Aaa
|
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M-1
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AA
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Aa2
|
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M-2
|
A
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A2
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M-3
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A-
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A3
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M-4
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BBB+
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Baa1
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M-5
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BBB
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Baa2
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M-6
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BBB-
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Baa3
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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:
Excess
spread, overcollateralization, subordination and, with respect to the Class
A-1
Certificates only, an interest rate corridor contract, as described in the
Prospectus Supplement.
Closing
Date:
May 31,
2006.
[Signature
Page Follows]
1
Notional
Amount
*
Please
contact Bear, Xxxxxxx & Co. Inc. for pricing information
The
undersigned, as 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.
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BEAR,
XXXXXXX & CO. INC.
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By:
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/s/ Xxxxxxx Xxxxxxx | |
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Name:
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Xxxxxxx Xxxxxxx | |
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Title:
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Senior Managing Director | |
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Accepted:
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STRUCTURED
ASSET MORTGAGE INVESTMENTS II
INC.
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By:
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/s/ Xxxxx Xxxxxxxxxxx | |
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Name:
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Xxxxx Xxxxxxxxxxx | |
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Title:
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Vice President | |
Annex
A
Mortgage
Loan Schedule
[Available
Upon Request]
