STRUCTURED ASSET MORTGAGE INVESTMENTS II TRUST 2005-F2 Pass-Through Certificates, Series 2005-F2 TERMS AGREEMENT
STRUCTURED ASSET MORTGAGE INVESTMENTS II TRUST 2005-F2
Pass-Through Certificates, Series 2005-F2
Dated: as of October 28, 2005
| To: | STRUCTURED ASSET MORTGAGE INVESTMENTS II INC |
| Re: | Underwriting Agreement dated July 29, 2003 |
| Underwriter: | Bear, Xxxxxxx & Co. Inc. |
| Series Designation: | Series 2005-F2 |
Class Designation Schedule of the Certificates:
Terms of the Certificates:
Class Original Principal Amount Interest Rate(1)
----- ------------------------- ----------------
FA $75,000,000 Plus amounts, if any, paid under an Interest
Rate Cap, expressed as a percentage
FB $60,000,000 Plus amounts, if any, paid under an Interest
Rate Cap, expressed as a percentage
(1) The interest rates are more fully described in the Prospectus Supplement, dated the date hereof, relating to the Certificates.
The Certificates purchased by the Underwriter will be offered from time to time by the Underwriter in one or more negotiated transactions or otherwise, at varying prices to be determined at the time of sale.
Defined Terms: Terms not otherwise defined herein shall have the meanings given to such terms in the Pooling Agreement dated as of October 28, 2005 between Structured Asset Mortgage Investments II Inc., as depositor, and U.S. Bank National Association, as trustee.
Form of Certificates Being Purchased by the Underwriter: Book-Entry.
Distribution Dates: With respect to the Class FA and Class FB Certificates, the first Business Day following the 25th day of each month (or, if the 25th day is not a Business Day, the second Business Day following the 25th Business Day of each month), beginning in November 2005.
Certificate Rating for the Certificates Being Purchased by the Underwriters:
Class Rating
----- ------
S&P
---
FA AAA
FB AAA
Pooled Certificates: The Pooled Certificates to be included in the Trust are as described in Annex A hereto.
Purchase Price: The aggregate purchase price payable by the Underwriter for the Certificates covered by this Agreement will be $135,000,000.
Credit Enhancement: None.
Closing Date: October 28, 2005
Waiver: Without affecting the enforceability or effectiveness of the Underwriting Agreement in accordance with its terms, the parties hereto waive any conditions or obligations of the Underwriter set forth in Sections 6(a) and (b) and Section 8(b) of such Underwriting Agreement with respect to this series Terms Agreement only.
The undersigned, as the Underwriter, agrees, subject to the terms and provisions of the above-referenced Underwriting Agreement, which is incorporated herein in its entirety and made a part hereof, to purchase the respective principal amounts of the Classes of the above-referenced Series of Certificates as set forth herein.
BEAR, XXXXXXX & CO. INC.
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Senior Managing Director
Accepted:
STRUCTURED ASSET MORTGAGE
INVESTMENTS II INC.
By: /s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: Vice President
Annex A
List of Pooled Certificates
Federal National Mortgage Corporation Guaranteed REMIC Pass-Through Certificates, FNMA REMIC Trust 2005-97, Class CF
