AMENDMENT NUMBER ONE
to the
AMENDED AND RESTATED TRUST AGREEMENT
Bear Stearns ARM Trust, Series 2005-7
Dated as of July 29, 2005
among
STRUCTURED ASSET MORTGAGE INVESTMENTS II
INC.,
as Depositor
CHASE BANK USA, NATIONAL ASSOCIATION,
as Owner Trustee
and
WELLS FARGO BANK, N.A.,
as Securities Administrator
This AMENDMENT NUMBER ONE (this
“Amendment”) is made and entered into this 29
th day of September, 2005, by and among Structured Asset
Mortgage Investments II Inc., a Delaware corporation, as depositor
(the “Depositor”), Chase Bank USA, National
Association, a national banking association, as owner trustee (the
“Owner Trustee”) and Wells Fargo Bank, N.A.
(“Wells Fargo”), as securities administrator (in such
capacity, the “Securities Administrator”) and
Certificate Paying Agent in connection with the Amended and
Restated Trust Agreement, dated as of July 29, 2005, among the
above mentioned parties (the “Agreement”). This
Amendment is made pursuant to Section 10.01(b) of the
Agreement.
RECITALS
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WHEREAS,
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the parties hereto have entered into
the Agreement;
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WHEREAS, the Agreement provides that
the parties thereto may enter into an amendment to correct any
mistake or cure any ambiguity in the Agreement;
WHEREAS, the parties hereto desire
to amend the Agreement as set forth in this Amendment;
and
NOW, THEREFORE, in consideration of
the premises and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Capitalized
terms used herein and not defined herein shall have the meanings
assigned to such terms in the Agreement or in Appendix A to the
Indenture, dated July 29, 2005,
among Bear Stearns ARM Trust 2005-7,
as Issuer, U.S. Bank National Association, as Indenture Trustee,
and Wells Fargo Bank, N.A., as Securities Administrator.
2. Article
VI of the Agreement is hereby amended effective as of the date
hereof by adding the following new Section 6.11:
(a)“Section
6.11
Derivative Contracts . (a) At the direction of the Seller,
the Trust shall enter into derivative contracts for the benefit of
the Certificateholders; provided however the counterparty to such
derivative contract shall not be an Affiliate of the Depositor. Any
acquisition of a derivative contract shall be accompanied by (i) an
appropriate amendment to this Agreement, (ii) any Opinion of
Counsel required by Section 10.01 and (iii) the consent of each
Certificateholder to the acquisition of such derivative
contract.
