POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 3/15/2005

STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,

DEPOSITOR

U.S. BANK NATIONAL ASSOCIATION

TRUSTEE

WELLS FARGO BANK, N.A.,

MASTER SERVICER AND SECURITIES ADMINISTRATOR

and

EMC MORTGAGE CORPORATION

SELLER AND COMPANY

POOLING AND SERVICING AGREEMENT

Dated as of February 1, 2005

Structured Asset Mortgage Investments II Inc.

Bear Stearns ARM Trust, Mortgage Pass-Through Certificates

Series 2005-1

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TABLE OF CONTENTS

Page

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ARTICLE I Definitions.............................................................................................3

ARTICLE II.......................................................................................................40

Conveyance of Mortgage Loans; Original Issuance of Certificates..................................................40

Section 2.01 Conveyance of Mortgage Loans to Trustee....................................................40

Section 2.02 Acceptance of Mortgage Loans by Trustee....................................................43

Section 2.03 Assignment of Interest in the Mortgage Loan Purchase Agreement and Subsequent Mortgage Loan

Purchase Agreement.........................................................................46

Section 2.04 Substitution of Mortgage Loans.............................................................47

Section 2.05 Issuance of Certificates...................................................................48

Section 2.06 Representations and Warranties Concerning the Depositor....................................49

Section 2.07 Conveyance of the Subsequent Mortgage Loans................................................50

ARTICLE III Administration and Servicing of Mortgage Loans.......................................................54

Section 3.01 Master Servicer............................................................................54

Section 3.02 REMIC-Related Covenants....................................................................55

Section 3.03 Monitoring of Servicers....................................................................55

Section 3.04 Fidelity Bond..............................................................................55

Section 3.05 Power to Act; Procedures...................................................................57

Section 3.06 Due-on-Sale Clauses; Assumption Agreements.................................................58

Section 3.07 Release of Mortgage Files..................................................................58

Section 3.08 Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee.......59

Section 3.09 Standard Hazard Insurance and Flood Insurance Policies.....................................60

Section 3.10 Presentment of Claims and Collection of Proceeds...........................................60

Section 3.11 Maintenance of the Primary Mortgage Insurance Policies.....................................61

Section 3.12 Trustee to Retain Possession of Certain Insurance Policies and Documents...................61

Section 3.13 Realization Upon Defaulted Mortgage Loans..................................................62

Section 3.14 Compensation for the Master Servicer.......................................................62

Section 3.15 REO Property...............................................................................62

Section 3.16 Annual Officer's Certificate as to Compliance..............................................63

Section 3.17 Annual Independent Accountant's Servicing Report...........................................63

Section 3.18 Reports Filed with Securities and Exchange Commission......................................64

Section 3.19 UCC........................................................................................65

Section 3.20 Optional Purchase of Defaulted Mortgage Loans..............................................65

ARTICLE IV Accounts..............................................................................................66

Section 4.01 Protected Accounts.........................................................................66

Section 4.02 Master Servicer Collection Account.........................................................67

Section 4.03 Permitted Withdrawals and Transfers from the Master Servicer Collection Account............68

Section 4.04 Distribution Account.......................................................................69

Section 4.05 Permitted Withdrawals and Transfers from the Distribution Account..........................70

Section 4.06 Pre-Funding Accounts.......................................................................71

Section 4.07 Interest Coverage Account..................................................................73

ARTICLE V Certificates...........................................................................................75

Section 5.01 Certificates...............................................................................75

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Section 5.02 Registration of Transfer and Exchange of Certificates......................................83

Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates..........................................87

Section 5.04 Persons Deemed Owners......................................................................87

Section 5.05 Transfer Restrictions on Residual Certificates.............................................87

Section 5.06 Restrictions on Transferability of Certificates............................................88

Section 5.07 ERISA Restrictions.........................................................................89

Section 5.08 Rule 144A Information......................................................................90

ARTICLE VI Payments to Certificateholders........................................................................91

Section 6.01 Distributions on the Certificates..........................................................91

Section 6.02 Allocation of Losses.......................................................................95

Section 6.03 Payments...................................................................................97

Section 6.04 Statements to Certificateholders...........................................................97

Section 6.05 Monthly Advances..........................................................................100

Section 6.06 Compensating Interest Payments............................................................101

ARTICLE VII The Master Servicer.................................................................................102

Section 7.01 Liabilities of the Master Servicer........................................................102

Section 7.02 Merger or Consolidation of the Master Servicer............................................102

Section 7.03 Indemnification of the Trustee, the Master Servicer and the Securities Administrator......102

Section 7.04 Limitations on Liability of the Master Servicer and Others................................103

Section 7.05 Master Servicer Not to Resign.............................................................104

Section 7.06 Successor Master Servicer.................................................................104

Section 7.07 Sale and Assignment of Master Servicing...................................................105

ARTICLE VIII Default............................................................................................106

Section 8.01 Events of Default.........................................................................106

Section 8.02 Trustee to Act; Appointment of Successor..................................................108

Section 8.03 Notification to Certificateholders........................................................109

Section 8.04 Waiver of Defaults........................................................................109

Section 8.05 List of Certificateholders................................................................109

ARTICLE IX Concerning the Trustee and the Securities Administrator..............................................110

Section 9.01 Duties of Trustee.........................................................................110

Section 9.02 Certain Matters Affecting the Trustee and the Securities Administrator....................112

Section 9.03 Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans........114

Section 9.04 Trustee and Securities Administrator May Own Certificates.................................114

Section 9.05 Trustee's and Securities Administrator's Fees and Expenses................................114

Section 9.06 Eligibility Requirements for Trustee and Securities Administrator.........................115

Section 9.07 Insurance.................................................................................115

Section 9.08 Resignation and Removal of the Trustee and Securities Administrator.......................116

Section 9.09 Successor Trustee and Successor Securities Administrator..................................117

Section 9.10 Merger or Consolidation of Trustee or Securities Administrator............................117

Section 9.11 Appointment of Co-Trustee or Separate Trustee.............................................118

Section 9.12 Federal Information Returns and Reports to Certificateholders; REMIC Administration.......119

ARTICLE X Termination...........................................................................................121

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Section 10.01 Termination Upon Repurchase by the Depositor or its Designee or Liquidation of the

Mortgage Loans............................................................................121

Section 10.02 Additional Termination Requirements.......................................................123

ARTICLE XI Miscellaneous Provisions.............................................................................125

Section 11.01 Intent of Parties.........................................................................125

Section 11.02 Amendment.................................................................................125

Section 11.03 Recordation of Agreement..................................................................126

Section 11.04 Limitation on Rights of Certificateholders................................................126

Section 11.05 Acts of Certificateholders................................................................127

Section 11.06 Governing Law.............................................................................128

Section 11.07 Notices...................................................................................128

Section 11.08 Severability of Provisions................................................................129

Section 11.09 Successors and Assigns....................................................................129

Section 11.10 Article and Section Headings..............................................................129

Section 11.11 Counterparts..............................................................................129

Section 11.12 Notice to Rating Agencies.................................................................129

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EXHIBITS

Exhibit A-1 - Form of Class A Certificates and Class X Certificates

Exhibit A-2 - Form of Class B Certificates

Exhibit A-3 - Form of Class R Certificates

Exhibit B - Mortgage Loan Schedule

Exhibit C - [Reserved]

Exhibit D - Request for Release of Documents

Exhibit E - Form of Affidavit pursuant to Section 860E(e)(4)

Exhibit F-1 - Form of Investment Letter

Exhibit F-2 - Form of Rule 144A and Related Matters Certificate

Exhibit G - Form of Custodial Agreement

Exhibit H-1 to H-6 - Servicing Agreements

Exhibit I - Assignment Agreements

Exhibit J - Mortgage Loan Purchase Agreement

Exhibit K - Form of Subsequent Mortgage Loan Purchase Agreement

Exhibit L - Form of Subsequent Transfer Instrument

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POOLING AND SERVICING AGREEMENT

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Pooling and Servicing Agreement dated as of February 1, 2005, among

Structured Asset Mortgage Investments II Inc., a Delaware corporation, as

depositor (the "Depositor"), U.S. Bank National Association, a national banking

association, not in its individual capacity but solely as trustee (the

"Trustee"), Wells Fargo Bank, N.A., as master servicer (in such capacity, the

"Master Servicer") and as securities administrator (in such capacity, the

"Securities Administrator"), and EMC Mortgage Corporation, as seller (in such

capacity, the "Seller") and as company (in such capacity, the "Company").

PRELIMINARY STATEMENT

On or prior to the Closing Date, the Depositor acquired the Initial

Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the

Initial Mortgage Loans and certain other property to the Trust Fund and receive

in consideration therefor Certificates evidencing the entire beneficial

ownership interest in the Trust Fund. On or prior to any Subsequent Transfer

Date, the Depositor acquired the Subsequent Mortgage Loans, which will be sold

to the Trust on the related Subsequent Transfer Date.

The Trustee on behalf of the Trust shall make an election for the

assets constituting REMIC I to be treated for federal income tax purposes as a

REMIC. On the Startup Day, the REMIC I Regular Interests will be designated

"regular interests" in such REMIC and the Class R-I Certificate will be

designated the "residual interest" in such REMIC.

The Trustee on behalf of the Trust shall make an election for the

assets constituting REMIC II to be treated for federal income tax purposes as a

REMIC. On the Startup Day, the REMIC II Regular Interests will be designated

"regular interests" in such REMIC and the Class R-II Certificate will be

designated the "residual interest" in such REMIC.

The Trustee on behalf of the Trust shall make an election for the

assets constituting REMIC III to be treated for federal income tax purposes as a

REMIC. On the Startup Day, the REMIC III Regular Interests will be designated

"regular interests" in such REMIC and the Class R-III Certificate will be

designated the "residual interest" in such REMIC.

The Mortgage Loans will have an Outstanding Principal Balance as of the

Cut-off Date, after deducting all Scheduled Principal due on or before the

Cut-off Date, of $720,481,997.61, which is deemed to include the Pre-Funded

Amount. The initial principal amount of the Certificates will not exceed such

Outstanding Principal Balance. The Group I Mortgage Loans will have an

Outstanding Principal Balance as of the Cut-off Date, after deducting all

Scheduled Principal due on or before the Cut-off Date, of 285,255,642.22, which

is deemed to include the related Pre-Funded Amount. The Group II Mortgage Loans

will have an Outstanding Principal Balance as of the Cut-off Date, after

deducting all Scheduled Principal due on or before the Cut-off Date, of

276,871,271.42, which is deemed to include the related Pre-Funded Amount. The

Group III Mortgage Loans will have an Outstanding Principal Balance as of the

Cut-off Date, after deducting all Scheduled Principal due on or before the

Cut-off Date, of 64,802,805.06, which is deemed to include the related

Pre-Funded Amount. The Group IV Mortgage Loans will

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have an Outstanding Principal Balance as of the Cut-off Date, after deducting

all Scheduled Principal due on or before the Cut-off Date, of $93,552,278.91.

In consideration of the mutual agreements herein contained, the

Depositor, the Master Servicer, the Securities Administrator, the Seller, the

Company and the Trustee agree as follows:

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ARTICLE I

Definitions

Whenever used in this Agreement, the following words and phrases,

unless otherwise expressly provided or unless the context otherwise requires,

shall have the meanings specified in this Article.

ACCEPTED MASTER SERVICING PRACTICES: With respect to any Mortgage Loan,

those customary mortgage servicing practices of prudent mortgage servicing

institutions that master service mortgage loans of the same type and quality as

such Mortgage Loan in the jurisdiction where the related Mortgaged Property is

located, to the extent applicable to the Trustee or the Master Servicer (except

in its capacity as successor to a Servicer).

ACCOUNT: The Master Servicer Collection Account, the Distribution

Account, the Pre-Funding Account, the Interest Coverage Account, and the

Protected Account as the context may require.

ACCRUED CERTIFICATE INTEREST: For any Certificate for any Distribution

Date, the interest accrued during the related Interest Accrual Period at the

applicable Pass-Through Rate on the Current Principal Amount, or Notional Amount

in the case of the Interest Only Certificates, of such Certificate immediately

prior to such Distribution Date, on the basis of a 360-day year consisting of

twelve 30-day months, less (i) in the case of a Senior Certificate, such

Certificate's share of any Net Interest Shortfall from the related Mortgage

Loans and, after the Cross-Over Date, the interest portion of any Realized

Losses on the related Mortgage Loans allocated thereto in accordance with

Section 6.02(g) and (ii) in the case of a Subordinate Certificate, such

Certificate's share of any Net Interest Shortfall from the related Mortgage

Loans and the interest portion of any Realized Losses on the related Mortgage

Loans allocated thereto in accordance with Section 6.02(g).

AFFILIATE: As to any Person, any other Person controlling, controlled

by or under common control with such Person. "Control" means the power to direct

the management and policies of a Person, directly or indirectly, whether through

ownership of voting securities, by contract or otherwise. "Controlled" and

"Controlling" have meanings correlative to the foregoing. The Trustee may

conclusively presume that a Person is not an Affiliate of another Person unless

a Responsible Officer of the Trustee has actual knowledge to the contrary.

AGGREGATE EXPENSE RATE: With respect to any Mortgage Loan, the sum of

the Servicing Fee Rate and the Lender-Paid PMI Rate (if applicable).

AGREEMENT: This Pooling and Servicing Agreement and all amendments

hereof and supplements hereto.

ALLOCABLE SHARE: With respect to each Class of Subordinate

Certificates:

(a) as to any Distribution Date and amounts distributable pursuant to

clauses (i) and (iv) of the definition of Subordinate Optimal Principal Amount,

the fraction, expressed as a percentage, the numerator of which is the Current

Principal Amount of such Class and the

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denominator of which is the aggregate Current Principal Amount of all Classes of

the Subordinate Certificates; and

(b) as to any Distribution Date and amounts distributable pursuant to

clauses (ii), (iii) and (v) of the definition of Subordinate Optimal Principal

Amount, and as to each Class of Subordinate Certificates (other than the Class

of Subordinate Certificates having the lowest numerical designation as to which

the Class Prepayment Distribution Trigger shall not be applicable) for which (x)

the Class Prepayment Distribution Trigger has been satisfied on such

Distribution Date, the fraction, expressed as a percentage, the numerator of

which is the Current Principal Amount of such Class and the denominator of which

is the aggregate Current Principal Amount of all such Classes of Subordinate

Certificates and (y) the Class Prepayment Distribution Trigger has not been

satisfied on such Distribution Date, 0%; provided that if on a Distribution

Date, the Current Principal Amount of any Class of Subordinate Certificates for

which the Class Prepayment Distribution Trigger was satisfied on such

Distribution Date is reduced to zero, any amounts distributed pursuant to this

clause (b), to the extent of such Class's remaining Allocable Share, shall be

distributed to the remaining Classes of Subordinate Certificates which satisfy

the Class Prepayment Distribution Trigger and to the Class of Subordinate

Certificates having the lowest numerical Class designation in reduction of their

respective Current Principal Amounts in the order of their numerical Class

designations.

APPLICABLE CREDIT RATING: For any long-term deposit or security, a

credit rating of AAA in the case of S&P or Aaa in the case of Moody's. For any

short-term deposit or security, or a rating of A-l+ in the case of S&P or P-1 in

the case of Moody's.

APPLICABLE STATE LAW: For purposes of Section 9.12(d), the Applicable

State Law shall be (a) the law of the State of New York and (b) such other state

law whose applicability shall have been brought to the attention of the

Securities Administrator and the Trustee by either (i) an Opinion of Counsel

reasonably acceptable to the Securities Administrator and the Trustee delivered

to it by the Master Servicer or the Depositor, or (ii) written notice from the

appropriate taxing authority as to the applicability of such state law.

APPRAISED VALUE: For any Mortgaged Property related to a Mortgage Loan,

the amount set forth as the appraised value of such Mortgaged Property in an

appraisal made for the mortgage originator in connection with its origination of

the related Mortgage Loan.

ASSIGNMENT AGREEMENTS: The agreements attached hereto as Exhibit I,

whereby the Servicing Agreements were assigned to the Trustee for the benefit of

the Certificateholders.

ASSIGNMENT OF PROPRIETARY LEASE: With respect to a Cooperative Loan,

the assignment of the related Cooperative Lease from the Mortgagor to the

originator of the Cooperative Loan.

ASSUMED FINAL DISTRIBUTION DATE: March 25, 2035, or if such day is not

a Business Day, the next succeeding Business Day.

AVAILABLE FUNDS: With respect to any Distribution Date, the sum of the

Group I, Group II, Group III and Group IV Available Funds for such Distribution

Date.

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AVERAGE LOSS SEVERITY PERCENTAGE: With respect to any Distribution Date

and each Loan Group, the percentage equivalent of a fraction, the numerator of

which is the sum of the Loss Severity Percentages for each Mortgage Loan in such

Loan Group which had a Realized Loss and the denominator of which is the number

of Mortgage Loans in the related Loan Group which had Realized Losses.

BANK OF AMERICA: Bank of America, N.A., or its successor in interest.

BANK OF AMERICA SERVICING AGREEMENT: The Flow Mortgage Loan Sale and

Servicing Agreement, dated March 1, 2003 between the Seller and Bank of America,

attached hereto as Exhibit H-1, as modified by the related Assignment Agreement.

BANKRUPTCY CODE: The United States Bankruptcy Code, as amended as

codified in 11 U.S.C. ss.ss.101-1330.

BANKRUPTCY LOSS: With respect to any Mortgage Loan, any Deficient

Valuation or Debt Service Reduction related to such Mortgage Loan as reported by

the applicable Servicer to the Master Servicer.

BOOK-ENTRY CERTIFICATES: Initially, all Classes of Certificates other

than the Private Certificates and the Residual Certificates.

BUSINESS DAY: Any day other than (i) a Saturday or a Sunday, or (ii) a

day on which the New York Stock Exchange or Federal Reserve is closed or on

which banking institutions in the jurisdiction in which the Trustee, the Master

Servicer, any Servicer or the Securities Administrator is located are authorized

or obligated by law or executive order to be closed.

CERTIFICATE: Any mortgage pass-through certificate evidencing a

beneficial ownership interest in the Trust Fund signed and countersigned by the

Trustee in substantially the forms annexed hereto as Exhibits A-1, A-2 and A-3

with the blanks therein appropriately completed.

CERTIFICATE GROUP: The Group I Senior Certificates, Group II Senior

Certificates, Group III Senior Certificates and Group IV Senior Certificates, as

applicable.

CERTIFICATE OWNER: Any Person who is the beneficial owner of a

Certificate registered in the name of the Depository or its nominee.

CERTIFICATE REGISTER: The register maintained pursuant to Section 5.02.

CERTIFICATEHOLDER: A Holder of a Certificate.

CLASS: With respect to the Certificates, I-A-1, II-A-1, II-X-1, II-A-2,

III-A-1, IV-A-1, R-I, R-II, R-III, B-1, B-2, B-3, B-4, B-5, B-6, B-7 and B-8.

CLASS PREPAYMENT DISTRIBUTION TRIGGER: For a Class of Subordinate

Certificates for any Distribution Date, the Class Prepayment Distribution

Trigger is satisfied if the fraction (expressed as a percentage), the numerator

of which is the aggregate Current Principal Amount

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of such Class and each Class of Subordinate Certificates subordinate thereto, if

any, and the denominator of which is the Scheduled Principal Balance of all of

the Mortgage Loans as of the related Due Date, equals or exceeds such percentage

calculated as of the Closing Date.

CLASS R CERTIFICATES: The Class R-I, Class R-II and Class R-III

Certificates.

CLOSING DATE: February 28, 2005.

CODE: The Internal Revenue Code of 1986, as amended.

COMPENSATING INTEREST PAYMENT: As defined in Section 6.06.

COOPERATIVE: A private, cooperative housing corporation which owns or

leases land and all or part of a building or buildings, including apartments,

spaces used for commercial purposes and common areas therein and whose board of

directors authorizes, among other things, the sale of Cooperative Stock.

COOPERATIVE APARTMENT: A dwelling unit in a multi-dwelling building

owned or leased by a Cooperative, which unit the Mortgagor has an exclusive

right to occupy pursuant to the terms of a proprietary lease or occupancy

agreement.

COOPERATIVE LEASE: With respect to a Cooperative Loan, the proprietary

lease or occupancy agreement with respect to the Cooperative Apartment occupied

by the Mortgagor and relating to the related Cooperative Stock, which lease or

agreement confers an exclusive right to the holder of such Cooperative Stock to

occupy such apartment.

COOPERATIVE LOAN: Any of the Mortgage Loans made in respect of a

Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a

Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an

assignment of the Cooperative Lease, (iv) financing statements and (v) a stock

power (or other similar instrument), and ancillary thereto, a recognition

agreement between the Cooperative and the originator of the Cooperative Loan,

each of which was transferred and assigned to the Trustee pursuant to Section

2.01 and are from time to time held as part of the Trust Fund.

COOPERATIVE STOCK: With respect to a Cooperative Loan, the single

outstanding class of stock, partnership interest or other ownership instrument

in the related Cooperative.

COOPERATIVE STOCK CERTIFICATE: With respect to a Cooperative Loan, the

stock certificate or other instrument evidencing the related Cooperative Stock.

CORPORATE TRUST OFFICE: The office of the Trustee at which at any

particular time its corporate trust business is administered, which office, at

the date of the execution of this Agreement, is located at U.S. Bank Corporate

Trust Services, One Federal Street, 3rd Floor, Boston, Massachusetts 02110,

Attention: Corporate Trust Services/BART Series 2005-1. For purposes of

registration and transfer and exchange only, the Corporate Trust Office shall be

located at U.S. Bank National Association, 60 Livingston Avenue, Bond Drop

Window, St. Paul, Minnesota 55107.

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CORRESPONDING CERTIFICATES: With respect to each REMIC II Regular

Interest, the Class with the same designation.

COUNTRYWIDE: Countrywide Home Loans Servicing LP, as successor to

Countrywide Home Loans, Inc., or its successor in interest.

COUNTRYWIDE SERVICING AGREEMENT: The Seller's Warranties and Servicing

Agreement, dated as of September 1, 2002, as amended on January 1, 2003 and

September 1, 2004, between the Seller and Countrywide, attached hereto as

Exhibit H-2, as modified by the related Assignment Agreement.

CROSS-OVER DATE: The first Distribution Date on which the aggregate

Current Principal Amount of the Subordinate Certificates has been reduced to

zero (giving effect to all distributions on such Distribution Date).

CURRENT PRINCIPAL AMOUNT: With respect to any Certificate (other than

the Interest Only Certificates) as of any Distribution Date, the initial

principal amount of such Certificate plus any Subsequent Recoveries added to the

Current Principal Amount of such Certificate pursuant to Section 6.02(h), and

reduced by (i) all amounts distributed on previous Distribution Dates on such

Certificate with respect to principal, (ii) the principal portion of all

Realized Losses allocated prior to such Distribution Date to such Certificate,

taking account of the Loss Allocation Limitation and (iii) in the case of a

Subordinate Certificate, such Certificate's pro rata share, if any, of the

applicable Subordinate Certificate Writedown Amount for previous Distribution

Dates. With respect to any Class of Certificates (other than the Interest Only

Certificates) the Current Principal Amount thereof will equal the sum of the

Current Principal Amounts of all Certificates in such Class. Notwithstanding the

foregoing, solely for purposes of giving consents, directions, waivers,

approvals, requests and notices, the Class R-I, Class R-II and Class R-III

Certificates after the Distribution Date on which they each receive the

distribution of the last dollar of their respective original principal amount

shall be deemed to have Current Principal Amounts equal to their respective

Current Principal Amounts on the day immediately preceding such Distribution

Date.

CUSTODIAL AGREEMENT: An agreement, dated as of the Closing Date among

the Depositor, the Master Servicer, the Trustee and the Custodian in

substantially the form of Exhibit G hereto.

CUSTODIAN: Wells Fargo Bank, N.A., or any successor custodian appointed

pursuant to the provisions hereof and of the Custodial Agreement.

CUT-OFF DATE: February 1, 2005.

DEBT SERVICE REDUCTION: Any reduction of the Scheduled Payments which a

Mortgagor is obligated to pay with respect to a Mortgage Loan as a result of any

proceeding under the Bankruptcy Code or any other similar state law or other

proceeding.

DEFICIENT VALUATION: With respect to any Mortgage Loan, a valuation of

the Mortgaged Property by a court of competent jurisdiction in an amount less

than the then outstanding

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indebtedness under the Mortgage Loan, which valuation results from a proceeding

initiated under the Bankruptcy Code or any other similar state law or other

proceeding.

DEPOSITOR: Structured Asset Mortgage Investments II Inc., a Delaware

corporation, or its successors in interest.

DEPOSITORY: The Depository Trust Company, the nominee of which is Cede

& Co., or any successor thereto.

DEPOSITORY AGREEMENT: The meaning specified in Subsection 5.01(a)

hereof.

DEPOSITORY PARTICIPANT: A broker, dealer, bank or other financial

institution or other Person for whom from time to time the Depository effects

book-entry transfers and pledges of securities deposited with the Depository.

DESIGNATED DEPOSITORY INSTITUTION: A depository institution (commercial

bank, federal savings bank, mutual savings bank or savings and loan association)

or trust company (which may include the Trustee), the deposits of which are

fully insured by the FDIC to the extent provided by law.

DETERMINATION DATE: With respect to each Mortgage Loan, the

Determination Date as defined in the related Servicing Agreement.

DISQUALIFIED ORGANIZATION: Any of the following: (i) the United States,

any State or political subdivision thereof, any possession of the United States,

or any agency or instrumentality of any of the foregoing (other than an

instrumentality which is a corporation if all of its activities are subject to

tax and, except for the Freddie Mac or any successor thereto, a majority of its

board of directors is not selected by such governmental unit), (ii) any foreign

government, any international organization, or any agency or instrumentality of

any of the foregoing, (iii) any organization (other than certain farmers'

cooperatives described in Section 521 of the Code) which is exempt from the tax

imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of

the Code on unrelated business taxable income), (iv) rural electric and

telephone cooperatives described in Section 1381(a)(2)(C) of the Code or (v) any

other Person so designated by the Trustee based upon an Opinion of Counsel that

the holding of an ownership interest in a Residual Certificate by such Person

may cause any REMIC contained in the Trust or any Person having an ownership

interest in the Residual Certificate (other than such Person) to incur a

liability for any federal tax imposed under the Code that would not otherwise be

imposed but for the transfer of an ownership interest in a Residual Certificate

to such Person. The terms "United States," "State" and "international

organization" shall have the meanings set forth in Section 7701 of the Code or

successor provisions.

DISTRIBUTION ACCOUNT: The trust account or accounts created and

maintained pursuant to Section 4.04, which shall be denominated "U.S. Bank

National Association, as Trustee f/b/o holders of Structured Asset Mortgage

Investments II Inc., Bear Stearns ARM Trust, Mortgage Pass-Through Certificates,

Series 2005-1 - Distribution Account." The Distribution Account shall be an

Eligible Account.

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DISTRIBUTION ACCOUNT DEPOSIT DATE: The Business Day prior to each

Distribution Date.

DISTRIBUTION DATE: The 25th day of any month, beginning in the month

immediately following the month of the Closing Date, or, if such 25th day is not

a Business Day, the Business Day immediately following.

DTC CUSTODIAN: U.S. Bank National Association, or its successors in

interest as custodian for the Depository.

DUE DATE: With respect to each Mortgage Loan, the date in each month on

which its Scheduled Payment is due if such due date is the first day of a month

and otherwise is deemed to be the first day of the following month or such other

date specified in the related Servicing Agreement.

DUE PERIOD: With respect to any Distribution Date and each Mortgage

Loan, the period commencing on the second day of the month preceding the month

in which the Distribution Date occurs and ending at the close of business on the

first day of the month in which the Distribution Date occurs.

ELIGIBLE ACCOUNT: Any of (i) a segregated account maintained with a

federal or state chartered depository institution (A) the short-term obligations

of which are rated A-2 or better by S&P and P-1 by Moody's at the time of any

deposit therein or (B) insured by the FDIC (to the limits established by such

Corporation), the uninsured deposits in which account are otherwise secured such

that, as evidenced by an Opinion of Counsel (obtained by the Person requesting

that the account be held pursuant to this clause (i)) delivered to the Trustee

prior to the establishment of such account, the Certificateholders will have a

claim with respect to the funds in such account and a perfected first priority

security interest against any collateral (which shall be limited to Permitted

Investments, each of which shall mature not later than the Business Day

immediately preceding the Distribution Date next following the date of

investment in such collateral or the Distribution Date if such Permitted

Investment is an obligation of the institution that maintains the Distribution

Account) securing such funds that is superior to claims of any other depositors

or general creditors of the depository institution with which such account is

maintained, (ii) a segregated trust account or accounts maintained with a

federal or state chartered depository institution or trust company with trust

powers acting in its fiduciary capacity or (iii) a segregated account or

accounts of a depository institution acceptable to the Rating Agencies (as

evidenced in writing by the Rating Agencies that use of any such account as the

Distribution Account will not have an adverse effect on the then-current ratings

assigned to the Classes of Certificates then rated by the Rating Agencies).

Eligible Accounts may bear interest.

EMC: EMC Mortgage Corporation, or its successor in interest.

EMC MORTGAGE LOANS: Shall mean those Mortgage Loans serviced by EMC

pursuant to the terms of the EMC Servicing Agreement.

<PAGE>

EMC SERVICING AGREEMENT: The Servicing Agreement, dated as of February

1, 2005, between the Seller and EMC, attached hereto as Exhibit H-3, as modified

by the related Assignment Agreement.

ERISA: The Employee Retirement Income Security Act of 1974, as amended.

EVENT OF DEFAULT: An event of default described in Section 8.01.

EVERHOME: EverHome Mortgage Company, or its successor in interest.

EVERHOME SERVICING AGREEMENT: The Subservicing Agreement, dated as of

August 1, 2002, between the Seller and EverHome, attached hereto as Exhibit H-4,

as modified by the related Assignment Agreement.

EXCESS LIQUIDATION PROCEEDS: To the extent that such amount is not

required by law to be paid to the related Mortgagor, the amount, if any, by

which Liquidation Proceeds with respect to a Liquidated Mortgage Loan exceed the

sum of (i) the Outstanding Principal Balance of such Mortgage Loan and accrued

but unpaid interest at the related Mortgage Interest Rate through the last day

of the month in which the related Liquidation Date occurs, plus (ii) related

Liquidation Expenses.

FANNIE MAE: Federal National Mortgage Association or any successor

thereto.

FDIC: Federal Deposit Insurance Corporation or any successor thereto.

FINAL CERTIFICATION: The certification substantially in the form of

Exhibit Three to the Custodial Agreement.

FISCAL QUARTER: December 1 to February 29 (or the last day in such

month), March 1 to May 31, June 1 to August 31, or September 1 to November 30,

as applicable.

FRACTIONAL UNDIVIDED INTEREST: With respect to any Class of

Certificates, the fractional undivided interest evidenced by any Certificate of

such Class the numerator of which is the Current Principal Amount, or the

Notional Amount in the case of the Interest Only Certificates, of such

Certificate and the denominator of which is the Current Principal Amount, or

Notional Amount in the case of the Interest Only Certificates, of such Class.

With respect to the Certificates in the aggregate, the fractional undivided

interest evidenced by (i) each Class of Residual Certificates will be deemed to

equal 0.25% multiplied by the percentage interest of such Residual Certificate,

(ii) the Interest Only Certificates will be deemed to equal 1.0% multiplied by a

fraction, the numerator of which is the Notional Amount of such Certificate and

the denominator of which is the aggregate Notional Amount of such Class and

(iii) a Certificate of any other Class will be deemed to equal 98.25% multiplied

by a fraction, the numerator of which is the Current Principal Amount of such

Certificate and the denominator of which is the aggregate Current Principal

Amount of all the Certificates; provided however, the percentage in clause (iii)

above shall be increased by 4.0% upon the retirement of the Interest Only

Certificates.

<PAGE>

FREDDIE MAC: Freddie Mac, formerly the Federal Home Loan Mortgage

Corporation, or any successor thereto.

GLOBAL CERTIFICATE: Any Private Certificate registered in the name of

the Depository or its nominee, beneficial interests in which are reflected on

the books of the Depository or on the books of a Person maintaining an account

with such Depository (directly or as an indirect participant in accordance with

the rules of such depository).

GROSS MARGIN: As to each Mortgage Loan, the fixed percentage set forth

in the related Mortgage Note and indicated on the Mortgage Loan Schedule which

percentage is added to the related Index on each Interest Adjustment Date to

determine (subject to rounding, the minimum and maximum Mortgage Interest Rate

and the Periodic Rate Cap) the Mortgage Interest Rate until the next Interest

Adjustment Date.

GROUP I AVAILABLE FUNDS, GROUP II AVAILABLE FUNDS, GROUP III AVAILABLE

FUNDS AND GROUP IV AVAILABLE Funds: With respect to any Distribution Date, an

amount equal to the aggregate of the following amounts with respect to the

Mortgage Loans in the related Loan Group: (a) all previously undistributed

payments on account of principal (including the principal portion of Scheduled

Payments, Principal Prepayments and the principal portion of Net Liquidation

Proceeds) and all previously undistributed payments on account of interest

received after the Cut-off Date and on or prior to the related Determination

Date, (b) any Monthly Advances and Compensating Interest Payments by the

Servicers or the Master Servicer with respect to such Distribution Date, (c) any

reimbursed amount in connection with losses on investments of deposits in an

account and (d) with regard to the Distribution Date in May 2005, the amount

remaining in the Pre-Funding Account at the end of the Pre-Funding Period,

except:

(i) all payments that were due on or before the Cut-off Date;

(ii) all Principal Prepayments and Liquidation Proceeds

received after the applicable Prepayment Period;

(iii) all payments, other than Principal Prepayments, that

represent early receipt of Scheduled Payments due on a date or dates subsequent

to the related Due Date;

(iv) amounts received on particular Mortgage Loans as late

payments of principal or interest and respecting which, and to the extent that,

there are any unreimbursed Monthly Advances;

(v) amounts representing Monthly Advances determined to be

Nonrecoverable Advances;

(vi) any investment earnings on amounts on deposit in the

Master Servicer Collection Account and the Distribution Account and amounts

permitted to be withdrawn from the Master Servicer Collection Account and the

Distribution Account pursuant to this Agreement;

<PAGE>

(vii) amounts needed to pay the Servicing Fees or to reimburse

any Servicer or the Master Servicer for amounts due under the applicable

Servicing Agreement and the Agreement to the extent such amounts have not been

retained by, or paid previously to, such Servicer or the Master Servicer;

(viii) any fees payable under any lender-paid primary mortgage

insurance policy; and

(ix) any expenses or other amounts reimbursable to the

Trustee, the Securities Administrator and the Custodian pursuant to Section

7.04(c) or Section 9.05.

GROUP I MORTGAGE LOANS: The Mortgage Loans identified as such on the

Mortgage Loan Schedule.

GROUP I SENIOR CERTIFICATES: The Class I-A-1, Class R-I, Class R-II and

Class R-III Certificates.

GROUP I SENIOR OPTIMAL PRINCIPAL AMOUNT, GROUP II SENIOR OPTIMAL

PRINCIPAL AMOUNT, GROUP III SENIOR OPTIMAL PRINCIPAL AMOUNT AND GROUP IV SENIOR

OPTIMAL PRINCIPAL AMOUNT: With respect to each Distribution Date, an amount

equal to the sum, without duplication, of the following (but in no event greater

than the aggregate Current Principal Amount of the Group I, Group II, Group III

or Group IV Senior Certificates and Interest Only Certificates, as applicable,

immediately prior to such Distribution Date):

(i) the applicable Senior Percentage of the principal portion

of all Scheduled Payments due on each Outstanding Mortgage Loan in the related

Loan Group on the related Due Date as specified in the amortization schedule at

the time applicable thereto (after adjustments for previous Principal

Prepayments but before any adjustment to such amortization schedule by reason of

any bankruptcy or similar proceeding or any moratorium or similar waiver or

grace period);

(ii) the applicable Senior Prepayment Percentage of the

Scheduled Principal Balance of each Mortgage Loan in the related Loan Group

which was the subject of a Principal Prepayment in full received by the Master

Servicer during the related Prepayment Period;

(iii) the applicable Senior Prepayment Percentage of all

Principal Prepayments in part received by the Master Servicer during the related

Prepayment Period with respect to each Mortgage Loan in the related Loan Group;

(iv) the lesser of (a) the applicable Senior Prepayment

Percentage of the sum of (A) all Net Liquidation Proceeds allocable to principal

received in respect of each Mortgage Loan in the related Loan Group which became

a Liquidated Mortgage Loan during the related Prepayment Period (other than

Mortgage Loans described in the immediately following clause (B)) and all

Subsequent Recoveries received in respect of each Liquidated Mortgage Loan in

the related Loan Group during the related Due Period and (B) the Scheduled

Principal Balance of each such Mortgage Loan in the related Loan Group purchased

by an insurer from the Trustee during the related Prepayment Period pursuant to

the related Primary Mortgage Insurance Policy,

<PAGE>

if any, or otherwise; and (b) the applicable Senior Percentage of the sum of (A)

the Scheduled Principal Balance of each Mortgage Loan in the related Loan Group

which became a Liquidated Mortgage Loan during the related Prepayment Period

(other than the Mortgage Loans described in the immediately following clause

(B)) and (B) the Scheduled Principal Balance of each such Mortgage Loan in the

related Loan Group that was purchased by an insurer from the Trust during the

related Prepayment Period pursuant to the related Primary Mortgage Insurance

Policy, if any or otherwise; and

(v) the applicable Senior Prepayment Percentage of the sum of

(a) the Scheduled Principal Balance of each Mortgage Loan in the related Loan

Group which was repurchased by the Seller in connection with such Distribution

Date and (b) the excess, if any, of the Scheduled Principal Balance of each

Mortgage Loan in the related Loan Group that has been replaced by the Seller

with a Substitute Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement

in connection with such Distribution Date over the Scheduled Principal Balance

of each such Substitute Mortgage Loan.

GROUP I SENIOR PERCENTAGE: Initially, 93.40%. On any Distribution Date,

the lesser of (i) 100% and (ii) the percentage (carried to six places rounded

up) obtained by dividing the aggregate Current Principal Amount of the Group I

Senior Certificates immediately preceding such Distribution Date by the

aggregate Scheduled Principal Balance of the Group I Mortgage Loans as of the

beginning of the related Due Period.

GROUP I SENIOR PREPAYMENT PERCENTAGE: On any Distribution Date

occurring during the periods set forth below, as follows:

<TABLE>

Period (dates inclusive) Group I Senior Prepayment Percentage

------------------------ ------------------------------------

<S> <C>

March 25, 2005 - February 25, 2012 100%

March 25, 2012 - February 25, 2013 Group I Senior Percentage plus 70% of the Group I Subordinate

Percentage

March 25, 2013 - February 25, 2014 Group I Senior Percentage plus 60% of the Group I Subordinate

Percentage

March 25, 2014 - February 25, 2015 Group I Senior Percentage plus 40% of the Group I Subordinate

Percentage

March 25, 2015 - February 25, 2016 Group I Senior Percentage plus 20% of the Group I Subordinate

Percentage

March 25, 2016 and thereafter Group I Senior Percentage

</TABLE>

In addition, no reduction of the Group I Senior Prepayment Percentage

shall occur on any Distribution Date unless, as of the last day of the month

preceding such Distribution Date, (A) the aggregate Scheduled Principal Balance

of the Mortgage Loans delinquent 60 days or more (including for this purpose any

such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the

related Mortgaged Property has been acquired by the Trust), averaged over the

last six months, as a percentage of the sum of the aggregate Current Principal

Amount of the Subordinate Certificates does not exceed 50%; and (B) cumulative

Realized Losses on the

<PAGE>

Mortgage Loans do not exceed (a) 30% of the Original Subordinate Principal

Balance if such Distribution Date occurs between and including March 2012 and

February 2013, (b) 35% of the Original Subordinate Principal Balance if such

Distribution Date occurs between and including March 2013 and February 2014, (c)

40% of the Original Subordinate Principal Balance if such Distribution Date

occurs between and including March 2014 and February 2015, (d) 45% of the

Original Subordinate Principal Balance if such Distribution Date occurs between

and including March 2015 and February 2016, and (e) 50% of the Original

Subordinate Principal Balance if such Distribution Date occurs during or after

March 2016.

In addition, if on any Distribution Date the current weighted average

of the Subordinate Percentages is equal to or greater than two times the initial

weighted average of the Subordinate Percentages, and (a) the aggregate Scheduled

Principal Balance of the Mortgage Loans delinquent 60 days or more (including

for this purpose any such Mortgage Loans in foreclosure and bankruptcy and such

Mortgage Loans with respect to which the related Mortgaged Property has been

acquired by the Trust), averaged over the last six months, as a percentage of

the aggregate Current Principal Amount of the Subordinate Certificates does not

exceed 50% and (b)(i) on or prior to the Distribution Date in February 2008

cumulative Realized Losses on the Mortgage Loans as of the end of the related

Prepayment Period do not exceed 20% of the Original Subordinate Principal

Balance and (ii) after the Distribution Date in February 2008 cumulative

Realized Losses on the Mortgage Loans as of the end of the related Prepayment

Period do not exceed 30% of the Original Subordinate Principal Balance, then,

the Group I Senior Prepayment Percentage for such Distribution Date will equal

the Group I Senior Percentage; provided, however, if on such Distribution Date

the current weighted average of the Subordinate Percentages is equal to or

greater than two times the initial weighted average of the Subordinate

Percentages on or prior to the Distribution Date occurring in February 2008 and

the above delinquency and loss tests are met, then the Group I Senior Prepayment

Percentage for such Distribution Date will equal the Group I Senior Percentage

plus 50% of the Group I Subordinate Percentage.

Notwithstanding the foregoing, if on any Distribution Date, the

percentage, the numerator which is the aggregate Current Principal Amount of the

Senior Certificates immediately preceding such Distribution Date, and the

denominator of which is the Scheduled Principal Balance of the Mortgage Loans as

of the beginning of the related Due Period, exceeds such percentage as of the

Cut-off Date, then the Group I Senior Prepayment Percentage for such

Distribution Date will equal 100%. On the Distribution Date on which the Current

Principal Amounts of the Group I Senior Certificates are reduced to zero, the

Group I Senior Prepayment Percentage shall be the minimum percentage sufficient

to effect such reduction and thereafter shall be zero.

GROUP I SUBORDINATE PERCENTAGE: On any Distribution Date, 100% minus

the Group I Senior Percentage.

GROUP I SUBORDINATE PREPAYMENT PERCENTAGE: With respect to the Group I

Mortgage Loans, on any Distribution Date, 100% minus the Group I Senior

Prepayment Percentage, except that on any Distribution Date after the Current

Principal Amounts of the Group I Senior Certificates have each been reduced to

zero, if (a) the weighted average of the Subordinate

<PAGE>

Percentages on such Distribution Date equals or exceeds two times the initial

weighted average of the Subordinate Percentages and (b) the aggregate Scheduled

Principal Balance of the Mortgage Loans delinquent 60 days or more (including

for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with

respect to which the related Mortgaged Property has been acquired by the Trust),

averaged over the last six months, as a percentage of the sum of the aggregate

Current Principal Amount of the Subordinate Certificates does not exceed 100%,

the Group I Subordinate Prepayment Percentage will equal 100%. If the test set

forth in the preceding sentence is not satisfied on any Distribution Date after

the Current Principal Amount of the Group I Senior Certificates have each been

reduced to zero, then the Group I Subordinate Prepayment Percentage will equal

zero for such Distribution Date.

GROUP II MORTGAGE LOANS: The Mortgage Loans identified as such on the

Mortgage Loan Schedule.

GROUP II SENIOR CERTIFICATES: The Class II-A-1, Class II-X-1 and Class

II-A-2 Certificates.

GROUP II SENIOR PERCENTAGE: Initially, 93.40%. On any Distribution

Date, the lesser of (i) 100% and (ii) the percentage (carried to six places

rounded up) obtained by dividing the aggregate Current Principal Amount of the

Group II Senior Certificates (other than the Interest Only Certificates)

immediately preceding such Distribution Date by the aggregate Scheduled

Principal Balance of the Group II Mortgage Loans as of the beginning of the

related Due Period.

GROUP II SENIOR PREPAYMENT PERCENTAGE: On any Distribution Date

occurring during the periods set forth below, as follows:

<TABLE>

Period (dates inclusive) Group II Senior Prepayment Percentage

------------------------ -------------------------------------

<S> <C>

March 25, 2005 - February 25, 2012 100%

March 25, 2012 - February 25, 2013 Group II Senior Percentage plus 70% of the Group II

Subordinate Percentage

March 25, 2013 - February 25, 2014 Group II Senior Percentage plus 60% of the Group II

Subordinate Percentage

March 25, 2014 - February 25, 2015 Group II Senior Percentage plus 40% of the Group II

Subordinate Percentage

March 25, 2015 - February 25, 2016 Group II Senior Percentage plus 20% of the Group II

Subordinate Percentage

March 25, 2016 and thereafter Group II Senior Percentage

</TABLE>

In addition, no reduction of the Group II Senior Prepayment Percentage

shall occur on any Distribution Date unless, as of the last day of the month

preceding such Distribution Date, (A) the aggregate Scheduled Principal Balance

of the Mortgage Loans delinquent 60 days or more (including for this purpose any

such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the

related Mortgaged Property has been acquired by the Trust), averaged over the

last six months, as a percentage of the sum of the aggregate Current Principal

Amount of the Subordinate Certificates does not exceed 50%; and (B) cumulative

Realized Losses on the Mortgage Loans do not exceed (a) 30% of the Original

Subordinate Principal Balance if such

<PAGE>

Distribution Date occurs between and including March 2012 and February 2013, (b)

35% of the Original Subordinate Principal Balance if such Distribution Date

occurs between and including March 2013 and February 2014, (c) 40% of the

Original Subordinate Principal Balance if such Distribution Date occurs between

and including March 2014 and February 2015, (d) 45% of the Original Subordinate

Principal Balance if such Distribution Date occurs between and including March

2015 and February 2016, and (e) 50% of the Original Subordinate Principal

Balance if such Distribution Date occurs during or after March 2016.