EXHIBIT 99.2
ADMINISTRATION AGREEMENT
among
BEAR XXXXXXX ARM TRUST 2005-2,
as Issuer
XXXXX FARGO BANK NATIONAL ASSOCIATION,
as Securities Administrator
WILMINGTON TRUST COMPANY,
as Owner Trustee
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
as Depositor
Dated as of February 28, 2005
This Administration Agreement (the "Agreement") is entered into as of
February 28, 2005, among BEAR XXXXXXX ARM TRUST 2005-2, a Delaware statutory
trust (the "Issuer"), XXXXX FARGO BANK NATIONAL ASSOCIATION, not in its
individual capacity but solely as Securities Administrator (the "Securities
Administrator"), WILMINGTON TRUST COMPANY, not in its individual capacity but
solely as Owner Trustee (the "Owner Trustee") and STRUCTURED ASSET MORTGAGE
INVESTMENTS II INC., as Depositor (the "Depositor").
Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Indenture, the Trust Agreement or the Servicing
Agreement (each as defined herein).
W I T N E S S E T H:
WHEREAS, the Issuer is a statutory trust under the Delaware Statutory
Trust Act (12 Del.C. ss. 3801 et seq.) created by a Amended and Restated Trust
Agreement relating to the Trust, dated as of February 28, 2005 (the "Trust
Agreement"), among the Securities Administrator, the Certificate Registrar, the
Certificate Paying Agent, the Depositor and the Owner Trustee;
WHEREAS, the Issuer will issue under an indenture its Bear Xxxxxxx ARM
Trust 2005-2 Mortgage-Backed Notes, Series 2005-2 (the "Notes") and, under the
Trust Agreement, its Trust Certificates (the "Certificates" and collectively
with the Notes, the "Securities");
WHEREAS, the Notes will be secured by certain collateral, as more
particularly set forth in the Indenture, dated as of (the "Indenture"), among
the Issuer, U.S. Bank National Association, as indenture trustee (in such
capacity, the "Indenture Trustee") and Xxxxx Fargo Bank, National Association,
as securities administrator (in such capacity, the "Securities Administrator");
WHEREAS, the Certificates will be created pursuant to the Trust
Agreement and will represent the undivided beneficial ownership interest in the
Trust;
WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Securities, including (i) a Servicing Agreement, dated
as of February 28, 2005 (the "Servicing Agreement"), among the Depositor, Xxxxx
Fargo Bank, National Association, as master servicer (the "Master Servicer") and
the Grantor Trustee, (ii) the Letter of Representations, February 28, 2005
(the "Depository Agreement"), among the Issuer, the Indenture Trustee and The
Depository Trust Company relating to the Class A-1 Notes and Class A-2 Notes and
(iii) the Indenture. The Servicing Agreement, the Depository Agreement, the
Indenture and the Trust Agreement are collectively referred to herein as the
"Related Agreements");
WHEREAS, pursuant to the Related Agreements, the Issuer is required to
perform certain duties in connection with (a) the Notes and the collateral
therefor pledged pursuant to the Indenture (the "Collateral") and (b) the
beneficial ownership interests in the Issuer represented by the Certificates
(the registered holder of such interests being referred to herein as the
"Certificateholder");
WHEREAS, the Issuer desires to have the Securities Administrator and
the Depositor, respectively, perform certain of the duties of the Issuer
referred to in the preceding clause, and to provide such additional services
consistent with the terms of this Agreement and the Related Agreements as the
Issuer may from time to time request; and
WHEREAS, the Securities Administrator and the Depositor have the
capacity to provide the respective services required hereby and are willing to
perform such services for the Issuer on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:
Section 1. Duties of the Securities Administrator.
(a) The Securities Administrator agrees to perform all of the
duties of the Issuer under the Depository Agreement. In addition to its duties
performed under the Depository Agreement, the Securities Administrator shall
take all appropriate action that is the duty of the Issuer to take with respect
to the following matters under the Trust Agreement, Servicing Agreement and the
Indenture (references are to sections of the Indenture):
(i) The Securities Administrator shall notify the
Owner Trustee if the Securities Administrator obtains actual
knowledge or written notice that any withholding tax is
imposed on the Trust's payments (or allocations of income) to
a Certificateholder;
(ii) the duty to cause the Note Register to be kept
if the Issuer assumes the duties of Note Registrar, and to
give the Indenture Trustee notice of any appointment of a new
Note Registrar and the location, or change in location, of the
Note Register (Section 4.02);
(iii) causing the preparation of the Notes for
execution by the Owner Trustee upon the registration of any
transfer or exchange of the Notes (Sections 4.02 and 4.03);
(iv) if requested, causing the preparation of an
Issuer Order and related documents for authentication of the
Notes, executing such Issuer Order on behalf of the Issuer and
causing delivery of the same to the Indenture Trustee
(Sections 4.02 and 4.03);
(v) causing the preparation of Definitive Notes in
accordance with the instructions of any Clearing Agency
(including the preparation of any temporary notes), (Sections
4.08 and 4.14);
(vi) the maintenance of an office for registration of
transfer or exchange of Notes (Section 4.02);
(vii) the preparation of an Issuer Order required to
appoint a Paying Agent, the preparation of written notice to
the Indenture Trustee and the duty to cause
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newly appointed Paying Agents, if any, to execute and deliver
to the Indenture Trustee the instrument specified in the
Indenture regarding funds held in trust (Section 3.01);
(viii) notifying the Paying Agent to pay to the
Indenture Trustee all sums held in trust by the Paying Agent
(Section 4.11);
(ix) the execution of all supplements, amendments,
instruments of further assurance and other instruments
prepared by the Depositor and delivered to the Securities
Administrator for execution necessary to protect the
Collateral (Sections 3.04);
(x) the notification to the Owner Trustee of the
Issuer's non-compliance with its negative covenants or
restricted payment covenants upon actual knowledge by the
Securities Administrator of such non-compliance (Sections 3.07
and Section 3.19);
(xi) the furnishing of the Indenture Trustee with the
names and addresses of Holders of Notes during any period when
the Indenture Trustee is not the Note Registrar (Section
7.01); and
(xii) if necessary, the mailing to the Noteholders of
notices with respect to their consent to any supplemental
indentures (Section 9.02);
(b) The Securities Administrator agrees to notify the
Depositor not later than thirty (30) days prior to the date on which the
Depositor is required to deliver the annual Opinion of Counsel and Officer's
Certificate on behalf of the Issuer in accordance with Section 2(a)(vi) below.
(c) The Securities Administrator agrees to perform the duties
and obligations of the Securities Administrator expressly set forth in each
Basic Document to which it is a party as Securities Administrator.
(d) In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Securities Administrator may enter into
transactions with or otherwise deal with any of its Affiliates; PROVIDED,
HOWEVER, that the terms of any such transactions or dealings shall be in
accordance with any directions received from the Issuer and shall be, in the
Securities Administrator's opinion, no less favorable to the Issuer than would
be available from unaffiliated parties.
In carrying out the foregoing duties, the Securities Administrator
shall be subject to the same standard of care and have the same rights,
indemnifications and immunities as the Indenture Trustee under the Indenture,
including, without limitation, the right to compensation, reimbursement and
indemnification.
The Securities Administrator in its capacity as the Certificate
Registrar, and upon a request received from the Owner Trustee, shall promptly
notify the Certificateholders of (i) any change in the Corporate Trust Office of
the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be
given to the Certificateholder and (iii) any other notice required to be given
to the Certificateholders by the Owner Trustee under the Trust Agreement.
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Section 2. Duties of the Depositor With Respect to the
Indenture.
(a) The Depositor shall take all appropriate action that is
the duty of the Issuer to take with respect to the following matters under the
Indenture (references are to sections of the Indenture):
(i) causing the preparation of the Notes (for
execution by the Owner Trustee) upon their initial issuance
and causing the preparation of an Issuer Request (for
execution by the Owner Trustee) for delivery to the Indenture
Trustee regarding the authentication of the Notes (Sections
2.02)
(ii) causing the preparation of an Issuer Request and
Officer's Certificate (and executing the same on behalf of the
Issuer) and the obtaining of an Opinion of Counsel and
Independent Certificates, if necessary, for the release of the
Collateral, as defined in the Indenture (Section 8.04)
(iii) causing the preparation of Issuer Requests (and
executing the same on behalf of the Issuer) and the obtaining
of Opinions of Counsel with respect to the execution of
supplemental indentures;
(iv) causing the preparation, obtaining or filing of
the instruments, opinions and certificates and other documents
required for the release of collateral (Sections 8.04 and
10.01);
(v) the delivery of notice to the Indenture Trustee
and the Rating Agency of each Event of Default under the
Indenture (Section 3.20 and 5.01);
(vi) the annual delivery of Opinions of Counsel, in
accordance with Section 3.05 of the Indenture, as to the Trust
Estate, and the annual delivery and execution of the Officers'
Certificate (Section 3.08);
(vii) causing the preparation and execution of an
Officer's Certificate and the obtaining of the Opinion of
Counsel and the Independent Certificate relating thereto with
respect to any request by the Issuer to the Indenture Trustee
or the Securities Administrator to take any action under the
Indenture (Sections 4.10 and 10.01);
(viii) obtaining and preserving the Issuer's
qualification to do business in each jurisdiction in which
such qualification is or shall be necessary to protect the
validity and enforceability of the Indenture, the Notes, the
Collateral and each other instrument and agreement included in
the Trust Estate (Section 3.02).
(b) In addition to the duties of the Depositor set forth
above, the Depositor shall prepare for execution by the Issuer or shall cause
the preparation by other appropriate persons of all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of the
Issuer to prepare, file or deliver pursuant to the Related Agreements, and at
the request of the Owner Trustee shall take all appropriate action that it is
the duty of the Issuer to take pursuant to the Related Agreements. Subject to
Section 5 of this Agreement, and in accordance with the directions of the Owner
Trustee, the Depositor shall administer, perform or
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supervise the performance of such other activities in connection with the
Collateral (including the Related Agreements) as are not covered by any of the
foregoing provisions and as are expressly requested by the Owner Trustee and are
reasonably within the capability of the Depositor.
Section 3. RECORDS. The Securities Administrator shall
maintain appropriate books of account, if any, and records relating to services
performed hereunder, which books of account and records shall be accessible for
inspection by the Issuer and the Depositor at any time during normal business
hours.
Section 4. COMPENSATION. The Securities Administrator will
perform the duties and provide the services called for under Section 1 above for
such compensation as shall be agreed upon between the Securities Administrator
and the Depositor.
Section 5. ADDITIONAL INFORMATION TO BE FURNISHED TO THE
ISSUER. The Depositor shall furnish to the Issuer from time to time such
additional information regarding the Collateral as the Issuer shall reasonably
request.
Section 6. INDEPENDENCE OF THE SECURITIES ADMINISTRATOR. For
all purposes of this Agreement, the Securities Administrator shall be an
independent contractor and shall not be subject to the supervision of the Issuer
or the Owner Trustee with respect to the manner in which it accomplishes the
performance of its obligations hereunder. Unless expressly authorized by the
Issuer, the Securities Administrator shall have no authority to act for or
represent the Issuer or the Owner Trustee in any way and shall not otherwise be
deemed an agent of the Issuer or the Owner Trustee.
Section 7. NO JOINT VENTURE. Nothing contained in this
Agreement (i) shall constitute the Securities Administrator or the Depositor,
respectively, and either of the Issuer or the Owner Trustee, as members of any
partnership, joint venture, association, syndicate, unincorporated business or
other separate entity, (ii) shall be construed to impose any liability as such
on any of them or (iii) shall be deemed to confer on any of them any express,
implied or apparent authority to incur any obligation or liability on behalf of
the others.
Section 8. OTHER ACTIVITIES OF SECURITIES ADMINISTRATOR AND
THE DEPOSITOR. Nothing herein shall prevent the Securities Administrator, the
Depositor or their respective Affiliates from engaging in other businesses or,
in its sole discretion, from acting in a similar capacity as an Securities
Administrator for any other person or entity even though such person or entity
may engage in business activities similar to those of the Issuer or the Owner
Trustee.
Section 9. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF
SECURITIES ADMINISTRATOR.
(a) This Agreement shall continue in force until the
termination of the Trust Agreement in accordance with its terms, upon which
event this Agreement shall automatically terminate.
(b) Subject to Section 9(e) hereof, the Securities
Administrator may resign its duties hereunder by providing the Issuer with at
least 60 days' prior written notice.
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(c) Subject to Section 9(e) hereof, the Issuer may remove the
Securities Administrator without cause by providing the Securities Administrator
with at least 60 days' prior written notice.
(d) Subject to Section 9(e) hereof, the Issuer may remove the
Securities Administrator immediately upon written notice of termination from the
Issuer to the Securities Administrator if any of the following events shall
occur:
(i) the Securities Administrator shall default in the
performance of any of its duties under this Agreement and,
after notice of such default, shall not cure such default
within ten days (or, if such default cannot be cured in such
time, shall not give within ten days such assurance of cure as
shall be reasonably satisfactory to the Issuer); or
(ii) a court having jurisdiction in the premises
shall (x) enter a decree or order for relief, which decree or
order shall not have been vacated within 60 days, in respect
of the Securities Administrator in any involuntary case under
any applicable bankruptcy, insolvency or other similar law now
or hereafter in effect, or (y) appoint a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official
for the Securities Administrator or any substantial part of
its property, or (z) order the winding-up or liquidation of
the Securities Administrator's affairs; or
(iii) the Securities Administrator shall commence a
voluntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, shall consent to
the entry of an order for relief in an involuntary case under
any such law, or shall consent to the appointment of a
receiver, liquidator, assignee, trustee, custodian,
sequestrator or similar official for the Securities
Administrator or any substantial part of its property, shall
consent to the taking of possession by any such official of
any substantial part of its property, shall make any general
assignment for the benefit of creditors or shall fail
generally to pay its debts as they become due.
The Securities Administrator agrees that if any of the events specified
in clauses (ii) or (iii) of this Section 9(d) shall occur, it shall give written
notice thereof to the Issuer, the Depositor and the Indenture Trustee within
seven days after the occurrence of such event.
(e) No resignation or removal of the Securities Administrator
pursuant to this Section shall be effective until (i) a successor Securities
Administrator shall have been appointed by the Issuer (or the Depositor on its
behalf) and (ii) such successor Securities Administrator shall have agreed in
writing to be bound by the terms of this Agreement in the same manner as the
Securities Administrator is bound hereunder.
If a successor Securities Administrator does not take office within 60
days after the retiring Securities Administrator resigns or is removed, the
resigning or removed Securities Administrator or the Issuer may petition any
court of competent jurisdiction for the appointment of a successor Securities
Administrator.
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(f) The appointment of any successor Securities Administrator
shall be effective only if such successor Securities Administrator will not
cause a downgrading of any class of Notes by the Rating Agency.
(g) Subject to Sections 9(e) and 9(f), the Securities
Administrator acknowledges that upon the appointment of a successor Master
Servicer pursuant to Section 5.01 of the Servicing Agreement, the Securities
Administrator shall immediately resign and such successor Master Servicer shall
automatically become the Securities Administrator under this Agreement. Any such
successor Master Servicer shall be required to agree to assume the duties of the
Securities Administrator under the terms and conditions of this Agreement in its
acceptance of appointment as successor Master Servicer.
Section 10. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL OF
THE SECURITIES ADMINISTRATOR. Promptly upon the effective date of termination of
this Agreement pursuant to Section 9(a) hereof or the resignation or removal of
the Securities Administrator pursuant to Section 9(b) or (c) hereof,
respectively, the Securities Administrator shall be entitled to be paid all fees
and reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Securities Administrator shall forthwith upon such
termination pursuant to Section 9(a) deliver to the successor Securities
Administrator all property and documents of or relating to the Collateral then
in the custody of the Securities Administrator, or if this Agreement has been
terminated, to the Depositor. In the event of the resignation or removal of the
Securities Administrator pursuant to Section 9(b), (c) or (d), respectively, the
Securities Administrator shall cooperate with the Issuer and take all reasonable
steps requested to assist the Issuer in making an orderly transfer of the duties
of the Securities Administrator.
Section 11. NOTICES. Any notice, report or other communication
given hereunder shall be in writing, delivered by mail, overnight courier or
facsimile and addressed as follows:
(a) if to the Issuer, to:
Bear Xxxxxxx ARM Trust 2005-2
c/o Wilmington Trust Company
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attention: Corporate Trust Administration
fax: (000) 000-0000
(b) if to the Securities Administrator, to:
Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager - BART 2005-2
fax: (000) 000-0000
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(c) if to the Owner Trustee, to:
Wilmington Trust Company
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
fax: (000) 000-0000
(d) if to the Depositor, to:
Structured Asset Mortgage Investments II Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Legal Department - BART 2005-2
or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid, hand delivered or
faxed to the address of such party as provided above.
Section 12. AMENDMENTS.
(a) This Agreement may be amended from time to time by the
parties hereto as specified in this Section, provided that any amendment be
accompanied by the written consent of the Indenture Trustee and an Opinion of
Counsel shall be furnished to the Indenture Trustee (which Opinion of Counsel
shall not be at the expense of the Indenture Trustee) stating that such
amendment complies with the provisions of this Section.
(b) If the purpose of the amendment is to prevent the
imposition of any federal or state taxes at any time that any Notes are
outstanding (i.e. technical in nature), it shall not be necessary to obtain the
consent of any Noteholder, but the Indenture Trustee shall be furnished with an
Opinion of Counsel (which opinion shall not be at the expense of the Indenture
Trustee) that such amendment is necessary or helpful to prevent the imposition
of such taxes and is not materially adverse to any Noteholder.
(c) If the purpose of the amendment is to add or eliminate or
change any provision of this Agreement, it shall not be necessary to obtain the
consent of any Noteholder, but the Indenture Trustee shall be furnished, other
than as contemplated in clause (b) above, with either (i) a letter from the
Rating Agency confirming that such amendment will not cause the Rating Agency to
qualify, downgrade or withdraw their then-current rating of the Notes or (ii) an
Opinion of Counsel, from the party requesting such amendment, stating that such
amendment will not materially and adversely affect any of the Noteholders .
(d) Promptly after the execution of any such amendment, the
Securities Administrator shall furnish a copy of such amendment to each Holder,
the Depositor and to the Rating Agency.
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Section 13. SUCCESSORS AND ASSIGNS. This Agreement may not be
assigned by the Securities Administrator unless such assignment is previously
consented to in writing by the Owner Trustee and the Depositor. An assignment
with such consent and satisfaction, if accepted by the assignee, shall bind the
assignee hereunder in the same manner as the Securities Administrator is bound
hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the
Securities Administrator without the consent of the Owner Trustee or the
Depositor to a corporation or other organization that is a successor (by merger,
consolidation or purchase of assets) to the Securities Administrator, provided
that such successor organization executes and delivers to the Issuer, the Owner
Trustee and the Depositor an agreement in which such corporation or other
organization agrees to be bound hereunder by the terms of said assignment in the
same manner as the Securities Administrator is bound hereunder. Subject to the
foregoing, this Agreement shall bind any successors or assigns of the parties
hereto.
Section 14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND, CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS (OTHER THAN SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS, WHICH SHALL APPLY HERETO), AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 15. HEADINGS. The section headings hereof have been
inserted for convenience of reference only and shall not be construed to affect
the meaning, construction or effect of this Agreement.
Section 16. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which when so executed shall together constitute one and
the same agreement.
Section 17. SEVERABILITY. Any provision of this Agreement that
is prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
Section 18. NOT APPLICABLE TO XXXXX FARGO BANK, NATIONAL
ASSOCIATION IN OTHER CAPACITIES. Nothing in this Agreement shall affect any
obligation Xxxxx Fargo Bank, National Association may have in any other
capacity.
Section 19. LIMITATION OF LIABILITY OF OWNER TRUSTEE.
Notwithstanding anything contained herein to the contrary, this Agreement has
been countersigned by Wilmington Trust Company not in its individual capacity
but solely in its capacity as Owner Trustee of the Issuer and in no event shall
Wilmington Trust Company in its individual capacity or any beneficial owner of
the Issuer have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder, as to all of which
recourse shall be had solely to the assets of the Issuer. For all purposes of
this Agreement, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be
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subject to, and entitled to the benefits of, the terms and provisions of
Articles VI, VII and VIII of the Trust Agreement.
Section 20. LIMITATION OF LIABILITY OF THE SECURITIES
ADMINISTRATOR; INDEMNIFICATION. Notwithstanding anything herein to the contrary,
this Agreement has been signed by Xxxxx Fargo Bank, National Association not in
its individual capacity but solely in its capacity as Securities Administrator
and in no event shall the Securities Administrator in its individual capacity
have any liability for the representations, warranties, covenants, agreements or
other obligations of the Issuer hereunder, as to all of which recourse shall be
had solely to the assets of the Issuer. The Securities Administrator shall not
have any duties or obligations other than those expressly set forth in this
Agreement, and no implied duties on its part shall be read into this Agreement.
In acting as Securities Administrator, Xxxxx Fargo Bank, National Association
shall be entitled to the same benefits, rights, immunities, protections and
rights to indemnification as are afforded to the Indenture Trustee under Article
VI of the Indenture.
Section 21. BENEFIT OF AGREEMENT. It is expressly agreed that
in performing its duties under this Agreement, the Securities Administrator will
act for the benefit of holders of the Securities as well as for the benefit of
the Issuer, and that such obligations on the part of the Securities
Administrator shall be enforceable at the instance of the Indenture Trustee and
the Issuer.
Section 22. BANKRUPTCY MATTERS. No party to this Agreement
shall take any action to cause the Depositor or the Issuer to dissolve in whole
or in part or file a voluntary petition or otherwise initiate proceedings to
have the Depositor or the Issuer adjudicated bankrupt or insolvent, or consent
to the institution of bankruptcy or insolvency proceedings against the Depositor
or the Issuer, or file a petition seeking or consenting to reorganization or
relief of the Depositor or the Issuer as debtor under any applicable federal or
state law relating to bankruptcy, insolvency, or other relief for debtors with
respect to the Depositor or the Issuer; or seek or consent to the appointment of
any trustee, receiver, conservator, assignee, sequestrator, custodian,
liquidator (or other similar official) of the Depositor or the Issuer or of all
or any substantial part of the properties and assets of the Depositor or the
Issuer, or cause the Issuer to make any general assignment for the benefit of
creditors of the Depositor or the Issuer, or take any action in furtherance of
any of the above actions.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
BEAR XXXXXXX ARM TRUST 2005-2,
By: Wilmington Trust Company, not in its individual
capacity but solely as Owner Trustee
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Securities Administrator
By: /s/ Xxxxxx Xxxxxx
-----------------------------
Name: Xxxxxx Xxxxxx
Title: Assistant Vice President
WILMINGTON TRUST COMPANY,
as Owner Trustee
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
as Depositor
By: /s/ Xxxxx Xxxxxxxxxxx
-----------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President
