STRUCTURED ASSET MORTGAGE INVESTMENTS II INC. SACO I Trust 2006-4 Mortgage- Backed Certificates Series 2006-4 TERMS AGREEMENT
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.
Mortgage-Backed
Certificates Series 2006-4
TERMS
AGREEMENT
Dated:
as
of March 22, 2006
To: STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.
Re: Underwriting
Agreement, dated March 22, 2006
Underwriter: Bear,
Xxxxxxx & Co. Inc. (the “Underwriter”)
Series
Designation: Series
2006-4
Class
Designation Schedule of the Certificates: Class A-1, Class A-2, Class A-3,
Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class
B-2
and Class B-3, Certificates
Terms
of the Certificates:
Class
|
Original
Certificate Principal Balance
|
Pass-Through
Rate
|
Class
A-1
|
$321,637,000
|
Adjustable
|
Class
A-2
|
$19,012,000
|
Adjustable
|
Class
A-3
|
$15,988,000
|
Adjustable
|
Class
M-1
|
$37,852,000
|
Adjustable
|
Class
M-2
|
$25,750,000
|
Adjustable
|
Class
M-3
|
$11,072,000
|
Adjustable
|
Class
M-4
|
$11,073,000
|
Adjustable
|
Class
M-5
|
$10,300,000
|
Adjustable
|
Class
M-6
|
$7,983,000
|
Adjustable
|
Class
B-1
|
$8,498,000
|
Adjustable
|
Class
B-2
|
$7,210,000
|
Adjustable
|
Class
B-3
|
$5,665,000
|
Adjustable
|
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 March 1, 2006, among Structured
Asset Mortgage Investments II Inc., as depositor, EMC Mortgage Corporation,
as
sponsor and master servicer and LaSalle 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 April 2006.
Certificate
Rating for the Certificates Being Purchased by the Underwriter:
Class
|
Standard
&
Poor’s
Rating
|
Xxxxx’x
Rating
|
A-1
|
AAA
|
Aaa
|
A-2
|
AAA
|
Aaa
|
A-3
|
AAA
|
Aaa
|
M-1
|
AA+
|
Aa1
|
M-2
|
AA
|
Aa2
|
M-3
|
AA-
|
Aa3
|
M-4
|
A+
|
A1
|
M-5
|
A
|
A2
|
M-6
|
A-
|
A3
|
B-1
|
BBB+
|
Baa1
|
B-2
|
BBB
|
Baa2
|
B-3
|
BBB-
|
Baa3
|
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 each of the
Class A, Class M and Class B Certificates only, an interest rate swap agreement,
as described in the related Prospectus Supplement.
Closing
Date:
March
30, 2006.
[Signature
Page Follows]
*
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.
BEAR,
XXXXXXX & CO. INC.
By:
/s/ Xxxx X. Xxxxxxxx
Name:
Xxxx X. Xxxxxxxx
Title:
Managing Director
Accepted:
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.
By:
/s/ Xxxxx Xxxxxxxxxxx
Name: Xxxxx
Xxxxxxxxxxx
Title: Vice
President
Annex
A
Mortgage
Loan Schedule
[Available
Upon Request]