PURCHASE AGREEMENT Dated as of May 31, 2006 EMC MORTGAGE CORPORATION and STRUCTURED ASSET MORTGAGE INVESTMENTS II INC. Bear Stearns ARM Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3 PURCHASE AGREEMENT
Dated
as
of May 31, 2006
EMC
MORTGAGE CORPORATION
and
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.
--------------------------------------------------------------------------------
Bear
▇▇▇▇▇▇▇ ARM Trust 2006-3,
Mortgage
Pass-Through Certificates,
Series
2006-3
--------------------------------------------------------------------------------
This
PURCHASE AGREEMENT, dated as of May 31, 2006, as amended and supplemented by
any
and all amendments hereto (collectively, the "Agreement"), is by and between
EMC
MORTGAGE CORPORATION, a Delaware corporation (the "Sponsor"), and STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC., a Delaware corporation (the
"Depositor").
Upon
the
terms and subject to the conditions of this Agreement, the Sponsor agrees to
sell and the Depositor agrees to purchase the mortgage pass-through certificates
described on Schedule A hereto (the "Underlying Certificate"). The Depositor
intends to sell the Underlying Certificate to Bear ▇▇▇▇▇▇▇ ARM Trust ▇▇▇▇-▇
(▇▇▇
"▇▇▇▇▇▇▇ ▇▇▇▇▇▇") and cause the issuance of Mortgage Pass-Through Certificates,
Series 2006-3 (the "Certificates"), under the Pooling Agreement, dated as of
May
31, 2006 (the "Pooling Agreement"), by and among the Depositor, ▇▇▇▇▇ Fargo
Bank, N.A., as securities administrator (the “Securities Administrator”), and
U.S. Bank National Association, as trustee (the "Trustee").
Now,
therefore, in consideration of the premises and the mutual agreements set forth
herein, the parties hereto agree as follows:
SECTION
1. Conveyance
of the Underlying Certificate.
The
Sponsor hereby agrees to transfer, assign, set over and otherwise convey to
the
Depositor, on May 31, 2006 (the "Closing Date"), all the right, title and
interest of the Sponsor in and to the Underlying Certificate identified on
Schedule A attached hereto, and the Depositor agrees to pay to the Sponsor
the
purchase price of 100% of the principal balance thereof. On the Closing Date,
the Sponsor shall cause the Underlying Certificate to be transferred to the
Trustee, as trustee on behalf of Certificateholders (as defined in the Pooling
Agreement).
SECTION
2. Representations
and Warranties Concerning the Sponsor.
As of
the date hereof and as of the Closing Date, the Sponsor represents and warrants
to the Depositor as follows:
(a)
the
Sponsor is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware with full power and authority to carry
on its business as presently conducted by it. The Sponsor has the full power
and
authority and legal right to own the Underlying Certificate, to transfer and
convey the Underlying Certificate and to execute and deliver, engage in the
transactions contemplated by, and perform and observe the terms and conditions
of this Agreement;
(b)
the
execution and delivery by the Sponsor of this Agreement have been duly
authorized by all necessary corporate action on the part of the Sponsor; and
neither the execution and delivery of this Agreement nor the consummation of
the
transactions herein contemplated, nor compliance with the provisions hereof,
will conflict with or result in a breach of, or constitute a default under,
any
of the provisions of any law, governmental rule, regulation, judgment, decree
or
order binding on the Sponsor or its properties or the certificate of
incorporation or by-laws of the Sponsor;
(c)
the
execution, delivery and performance by the Sponsor of this Agreement and the
consummation of the transactions contemplated hereby do not require the consent
or approval of, the giving of notice to, the registration with, or the taking
of
any other action in respect of, any state, federal or other governmental
authority or agency;
(d)
this
Agreement has been duly executed and delivered by the Sponsor and, assuming
due
authorization, execution and delivery by the Depositor, constitutes a valid
and
binding obligation of the Sponsor enforceable against it in accordance with
its
terms (subject to applicable bankruptcy and insolvency laws and other similar
laws affecting the enforcement of the rights of creditors generally and court
decisions with respect thereto);
(e)
there
are no actions, suits or proceedings pending or, to the knowledge of the
Sponsor, threatened or likely to be asserted against or affecting the Sponsor,
before or by any court, administrative agency, arbitrator or governmental body
(i) with respect to any of the transactions contemplated by this Agreement
or
(ii) with respect to any other matter which in the judgment of the Sponsor
will
be determined adversely to the Sponsor and will if determined adversely to
the
Sponsor materially and adversely affect the Sponsor’s ability to perform its
obligations under this Agreement; and the Sponsor is not in default with respect
to any order of any court, administrative agency, arbitrator or governmental
body so as to materially and adversely affect the transactions contemplated
by
this Agreement;
(f)
the
information set forth on Schedule A with respect to the Underlying Certificate
is true and correct; and
(g)
the
Sponsor purchased the Underlying Certificate for value in good faith without
notice of adverse claim, has not granted, created, received notice of or become
aware of any adverse claim, lien, pledge, security interest or encumbrance
against the Underlying Certificate, including without limitation, those arising
by operation of law which will not be released as of the Closing Date
(collectively, "Liens") and upon transfer of the Underlying Certificate as
provided herein, the Depositor will acquire the Underlying Certificate free
and
clear of any Liens.
SECTION
3. Representations
and Warranties Concerning the Depositor.
As of
the date hereof and as of the Closing Date, the Depositor represents and
warrants to the Sponsor as follows:
(a)
the
Depositor has full corporate power to own its property, to carry on its business
as presently conducted and to enter into and perform its obligations under
this
Agreement;
(b)
the
execution and delivery by the Depositor of this Agreement have been duly
authorized by all necessary corporate action on the part of the Depositor;
and
neither the execution and delivery of this Agreement, nor the consummation
of
the transactions herein contemplated, nor compliance with the provisions hereof,
will conflict with or result in a breach of, or constitute a default under,
any
of the provisions of any law, governmental rule, regulation, judgment, decree
or
order binding on the Depositor or its properties or the certificate of
incorporation or by-laws of the Depositor;
(c)
the
execution, delivery and performance by the Depositor of this Agreement and
the
consummation of the transactions contemplated hereby do not require the consent
or approval of, the giving of notice to, the registration with, or the taking
of
any other action in respect of, any state, federal or other governmental
authority or agency;
(d)
this
Agreement has been duly executed and delivered by the Depositor and, assuming
due authorization, execution and delivery by the Sponsor, constitutes a valid
and binding obligation of the Depositor enforceable against it in accordance
with its terms (subject to applicable bankruptcy and insolvency laws and other
similar laws affecting the enforcement of the rights of creditors generally
and
court decisions with respect thereto); and
(e)
there
are no actions, suits or proceedings pending or, to the knowledge of the
Depositor, threatened or likely to be asserted against or affecting the
Depositor, before or by any court, administrative agency, arbitrator or
governmental body (i) with respect to any of the transactions contemplated
by
this Agreement or (ii) with respect to any other matter which in the judgment
of
the Depositor will be determined adversely to the Depositor and will if
determined adversely to the Depositor materially and adversely affect the
Depositor’s ability to perform its obligations under this Agreement; and the
Depositor is not in default with respect to any order of any court,
administrative agency, arbitrator or governmental body so as to materially
and
adversely affect the transactions contemplated by this Agreement.
SECTION
4. Survival
of Certain Representations and Obligations.
The
respective indemnities, agreements, representations, warranties and other
statements of the parties hereto or their officers set forth in or made pursuant
to this Agreement will remain in full force and effect, regardless of any
investigation, or statement as to the result thereof, made by or on behalf
of
the Sponsor or the Depositor, as the case may be, or any of their officers
or
directors or any controlling person and will survive delivery of and payment
for
the Underlying Certificate and any termination of this Agreement.
SECTION
5. Notices.
All
communications hereunder will be in writing, and, if sent to the Sponsor, will
be mailed, delivered or telegraphed and confirmed to it at EMC Mortgage
Corporation, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (Telecopy: (▇▇▇)
▇▇▇-▇▇▇▇), attention: President or General Counsel; or if sent to the Depositor,
will be mailed, delivered or telegraphed and confirmed to it at Structured
Asset
Mortgage Investments II Inc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇), Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇; or to any other
address as may hereafter be furnished by one party to the other party by like
notice. Any such demand, notice or communication hereunder shall be deemed
to
have been received on the date received at the premises of the addressee (as
evidenced, in the case of registered or certified mail, by the date noted on
the
return receipt) provided that it is received on a business day during normal
business hours and, if received after normal business hours, then it shall
be
deemed to be received on the next business day
SECTION
6. Successors.
This
Agreement will inure to the benefit of and be binding upon the parties hereto
and their respective successors and their officers and directors and controlling
persons, and no other person will have any rights or obligations hereunder.
No
party to this Agreement may assign any rights or obligations hereunder without
the prior written consent of the other party.
SECTION
7. Governing
Law.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF
OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
SECTION
8. Counterparts.
This
Agreement may be executed in counterparts, each of which shall be an original,
but all of which, taken together shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the Sponsor and the Depositor have caused their names to be
signed by their respective officers thereunto duly authorized as of the date
first above written.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
hereof.
EMC
MORTGAGE CORPORATION,
Sponsor
By:
/s/ ▇▇▇▇▇
▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:
Executive Vice President
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.,
Depositor
By:
/s/ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title:
Vice President
SCHEDULE
A
UNDERLYING
CERTIFICATE
|
Full
Name of Series
|
Initial
Principal Balance
|
Current
Principal Balance
|
Class
% of Current Principal Balance Sold under this
Agreement
|
|
▇▇▇▇▇
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%
|