BEAR, STEARNS & CO.
INC.
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
PURCHASE AGREEMENT
Dated as of August 26, 2005
Structured Asset
Mortgage Investments II Trust 2005-F1.
Pass-Through Certificates,
Series 2005-F1
PURCHASE
AGREEMENT
This PURCHASE AGREEMENT, dated as of August 26, 2005, as amended
and supplemented by any and all amendments hereto (collectively,
the " Agreement "), is by and between BEAR, STEARNS &
CO. INC., a Delaware corporation (the " Seller "), and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., a Delaware
corporation (the " Purchaser ").
Upon
the terms and subject to the conditions of this Agreement, the
Seller agrees to sell, and the Purchaser agrees to purchase,
securities issued by the Federal National Mortgage Association and
the Government National Mortgage Association (collectively the "
Pooled Certificates ") as described herein. The Purchaser
intends to sell the Pooled Certificates to Structured Asset
Mortgage Investments II Trust 2005-F1 (the " Trust ") and
cause the issuance of Structured Asset Mortgage Investments II
Trust 2005-F1 Pass-Through Certificates, Series 2005-F1 (the "
Certificates "), under a pooling agreement, to be dated as
of August 30, 2005 (the " Pooling Agreement "), by and
between the Purchaser, as depositor and U.S. Bank National
Association, as trustee (the " Trustee ").
The
Purchaser has filed with the Securities and Exchange Commission
(the " Commission ") a registration statement on Form S-3
(No.333-120916) relating to its Pass-Through Certificates and the
offering of certain series thereof (including the Certificates)
from time to time in accordance with Rule 415 under the Securities
Act of 1933, as amended, and the rules and regulations of the
Commission promulgated thereunder (the "Securities Act ").
Such registration statement, when it became effective under the
Securities Act, and the prospectus relating to the public offering
of the Certificates by the Purchaser (the " Public Offering
"), as from time to time each is amended or supplemented pursuant
to the Securities Act or otherwise, are referred to herein as the "
Registration Statement " and the " Prospectus ,"
respectively. The " Prospectus Supplement " shall mean that
supplement dated August 26, 2005 to the Prospectus, dated December
20, 2004 relating to the Certificates. With respect to the Public
Offering of the Certificates, the Purchaser and the Seller have
entered into an underwriting agreement dated July 29, 2003 and
related terms agreement dated as of August 30, 2005 (collectively,
the " Underwriting Agreement ").
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 Pooled Certificates . The Seller hereby
agrees to transfer, assign, set over and otherwise convey to the
Purchaser, on August 30, 2005 ("the Closing Date"), all the right,
title and interest of the Seller in and to the Pooled Certificates
identified on Schedule A attached hereto, and the Purchaser agrees
to pay to the Seller the purchase price of 100% of the principal
balance thereof plus accrued interest thereon. On the Closing Date,
the Seller (a) shall cause the Pooled Certificates which
are in book entry form to be transferred on the books of the
Federal Reserve System to the Trustee, as trustee on behalf of
Certificateholders (each as defined in the Pooling Agreement); and
(b) shall execute and deliver the Assignment of Pooled Certificates
in the form attached hereto as Exhibit A (the "Assignment").
SECTION
2. Representations and Warranties Concerning the Seller . As
of the date hereof and as of the Closing Date, the Seller
represents and warrants to the Purchaser as follows:
(a)
the Seller 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 Seller has the full power and authority and legal right
to own the Pooled Certificates, to transfer and convey the Pooled
Certificates and to execute and deliver, engage in the transactions
contemplated by, and perform and observe the terms and conditions
of, this Agreement and the Assignment;
(b)
the execution and delivery by the Seller of this Agreement and the
Assignment have been duly authorized by all necessary corporate
action on the part of the Seller; and neither the execution and
delivery of this Agreement and the Assignment, 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 Seller or its properties or the certificate of incorporation or
by-laws of the Seller;
(c)
the execution, delivery and performance by the Seller of this
Agreement and the Assignment 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 Seller
and, assuming due authorization, execution and delivery by the
Purchaser, constitutes a valid and binding obligation of the Seller
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);
