BEAR, STEARNS & CO.
INC.
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
PURCHASE AGREEMENT
Dated as of October 26, 2005
Structured Asset
Mortgage Investments II Trust 2005-F2.
Pass-Through Certificates,
Series 2005-F2
PURCHASE
AGREEMENT
This PURCHASE AGREEMENT, dated as of October 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 (the
“ Pooled Certificates ”) as described herein.
The Purchaser intends to sell the Pooled Certificates to Structured
Asset Mortgage Investments II Trust 2005-F2 (the “
Trust ”) and cause the issuance of Structured Asset
Mortgage Investments II Trust 2005-F2 Pass-Through Certificates,
Series 2005-F2 (the “ Certificates ”), under a
pooling agreement, to be dated as of October 28, 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 October 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 October 26, 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 October 28, 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;
&nb
