STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., Depositor CITIBANK, N.A., Trustee WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and Securities Administrator EMC MORTGAGE CORPORATION, Sponsor and Company AMENDMENT NO. 1 dated as of October 24, 2006 Amending the POOLING AND SERVICING AGREEMENT among the Depositor, the Trustee, the Master Servicer, the Securities Administrator, the Company and the Sponsor Dated as of July 1, 2006 STRUCTURED ASSET MORTGAGE INVESTMENTS II INC. Bear Stearns Alt-A Trust, 2006-5, Mortgage Pass-Through Certificates, Series 2006-5

Form

Item

Description

Servicers

Master Servicer

Securities Administrator

Custodian

Trustee

(nominal)

Depositor

Sponsor

10-D

Must be filed within 15 days of the distribution date for the asset-backed securities.

1

Distribution and Pool Performance Information

Item 1121(a) – Distribution and Pool Performance Information

(1) Any applicable record dates, accrual dates, determination dates for calculating distributions and actual distribution dates for the distribution period.

X

(Monthly Statements to Certificateholders)

(2) Cash flows received and the sources thereof for distributions, fees and expenses.

X

(Monthly Statements to Certificateholders)

(3) Calculated amounts and distribution of the flow of funds for the period itemized by type and priority of payment, including:

X

(Monthly Statements to Certificateholders)

(i) Fees or expenses accrued and paid, with an identification of the general purpose of such fees and the party receiving such fees or expenses.

X

(Monthly Statements to Certificateholders)

(ii) Payments accrued or paid with respect to enhancement or other support identified in Item 1114 of Regulation AB (such as insurance premiums or other enhancement maintenance fees), with an identification of the general purpose of such payments and the party receiving such payments.

X

(Monthly Statements to Certificateholders)

(iii) Principal, interest and other distributions accrued and paid on the asset-backed securities by type and by class or series and any principal or interest shortfalls or carryovers.

X

(Monthly Statements to Certificateholders)

(iv) The amount of excess cash flow or excess spread and the disposition of excess cash flow.

X

(Monthly Statements to Certificateholders)

(4) Beginning and ending principal balances of the asset-backed securities.

X

(Monthly Statements to Certificateholders)

(5) Interest rates applicable to the pool assets and the asset-backed securities, as applicable. Consider providing interest rate information for pool assets in appropriate distributional groups or incremental ranges.

X

(Monthly Statements to Certificateholders)

(6) Beginning and ending balances of transaction accounts, such as reserve accounts, and material account activity during the period.

X

(Monthly Statements to Certificateholders)

(7) Any amounts drawn on any credit enhancement or other support identified in Item 1114 of Regulation AB, as applicable, and the amount of coverage remaining under any such enhancement, if known and applicable.

X

(Monthly Statements to Certificateholders)

(8) Number and amount of pool assets at the beginning and ending of each period, and updated pool composition information, such as weighted average coupon, weighted average remaining term, pool factors and prepayment amounts.

X

(Monthly Statements to Certificateholders)

Updated pool composition information fields to be as specified by Depositor from time to time

(9) Delinquency and loss information for the period.

X

X

X

(Monthly Statements to Certificateholders)

In addition, describe any material changes to the information specified in Item 1100(b)(5) of Regulation AB regarding the pool assets. (methodology)

X

(10) Information on the amount, terms and general purpose of any advances made or reimbursed during the period, including the general use of funds advanced and the general source of funds for reimbursements.

X

X

X

(Monthly Statements to Certificateholders)

(11) Any material modifications, extensions or waivers to pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time.

X

X

X

(Monthly Statements to Certificateholders)

(12) Material breaches of pool asset representations or warranties or transaction covenants.

X

X

X

(if agreed upon by the parties)

X

(13) Information on ratio, coverage or other tests used for determining any early amortization, liquidation or other performance trigger and whether the trigger was met.

X

(Monthly Statements to Certificateholders)

(14) Information regarding any new issuance of asset-backed securities backed by the same asset pool,

X

information regarding any pool asset changes (other than in connection with a pool asset converting into cash in accordance with its terms), such as additions or removals in connection with a prefunding or revolving period and pool asset substitutions and repurchases (and purchase rates, if applicable), and cash flows available for future purchases, such as the balances of any prefunding or revolving accounts, if applicable.

X

X

X

X

Disclose any material changes in the solicitation, credit-granting, underwriting, origination, acquisition or pool selection criteria or procedures, as applicable, used to originate, acquire or select the new pool assets.

X

X

Item 1121(b) – Pre-Funding or Revolving Period Information

Updated pool information as required under Item 1121(b).

X

2

Legal Proceedings

Item 1117 – Legal proceedings pending against the following entities, or their respective property, that is material to Certificateholders, including proceedings known to be contemplated by governmental authorities:

Sponsor (Seller)

X

Depositor

X

Trustee

Issuing entity

X

Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers

X

X

Securities Administrator

X

Originator of 20% or more of pool assets as of the Cut-off Date

X

Custodian

X

3

Sales of Securities and Use of Proceeds

Information from Item 2(a) of Part II of Form 10-Q:

With respect to any sale of securities by the sponsor, depositor or issuing entity, that are backed by the same asset pool or are otherwise issued by the issuing entity, whether or not registered, provide the sales and use of proceeds information in Item 701 of Regulation S-K. Pricing information can be omitted if securities were not registered.

X

4

Defaults Upon Senior Securities

Information from Item 3 of Part II of Form 10-Q:

Report the occurrence of any Event of Default (after expiration of any grace period and provision of any required notice)

X

5

Submission of Matters to a Vote of Security Holders

Information from Item 4 of Part II of Form 10-Q

X

6

Significant Obligors of Pool Assets

Item 1112(b) – Significant Obligor Financial Information*

X

*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Item.

7

Significant Enhancement Provider Information

Item 1114(b)(2) – Credit Enhancement Provider Financial Information*

Determining applicable disclosure threshold

X

X

RequestingObtaining required financial information or effecting incorporation by reference

X

X

Item 1115(b) – Derivative Counterparty Financial Information*

Determining current maximum probable exposure

X

Determining current significance percentage

X

Notifying derivative counterparty of significance percentage and request required financial information

X

RequestingObtaining required financial information or effecting incorporation by reference

X

X

*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items.

8

Other Information

Disclose any information required to be reported on Form 8-K during the period covered by the Form 10-D but not reported

The Responsible Party for the applicable Form 8-K item as indicated below.

9

Exhibits

Distribution report

X

Exhibits required by Item 601 of Regulation S-K, such as material agreements

X

8-K

Must be filed within four business days of an event reportable on Form 8-K.

1.01

Entry into a Material Definitive Agreement

Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party.

Examples: servicing agreement, custodial agreement.

Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus

X

X

X

X

X

1.02

Termination of a Material Definitive Agreement

X

X

X

X

X

Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party.

Examples: servicing agreement, custodial agreement.

1.03

Bankruptcy or Receivership

Disclosure is required regarding the bankruptcy or receivership, if known to the Master Servicer, with respect to any of the following:

Sponsor (Seller), Depositor, Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers, Certificate Administrator, Trustee, significant obligor, credit enhancer (10% or more), derivatives counterparty, Custodian

X

X

X

X

X

X

2.04

Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Includes an early amortization, performance trigger or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule.

Disclosure will be made of events other than waterfall triggers which are disclosed in the Monthly Statement to Certificateholders

X

X

3.03

Material Modification to Rights of Security Holders

Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement

X

X

5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Disclosure is required of any amendment “to the governing documents of the issuing entity”

X

5.06

Change in Shell Company Status

[Not applicable to ABS issuers]

X

6.01

ABS Informational and Computational Material

[Not included in reports to be filed under Section 3.18]

X

6.02

Change of Servicer or Trustee

Requires disclosure of any removal, replacement, substitution or addition of any master servicer, affiliated servicer, other servicer servicing 10% or more of pool assets at time of report, other material servicers, certificate administrator or trustee.

X

X

X

X

Reg AB disclosure about any new servicer is also required.

X

Reg AB disclosure about any new trustee is also required.

X  

(to the extent of a successor trustee)

Reg AB disclosure about any new securities administrator is also required.

X

6.03

Change in Credit Enhancement or Other External Support [In this transaction there is no external enhancement or other support.]

Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives.

X

X

Reg AB disclosure about any new enhancement provider is also required.

X

X

6.04

Failure to Make a Required Distribution

X

6.05

Securities Act Updating Disclosure

If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool.

X

If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively.

X

7.01

Regulation FD Disclosure

X

X

X

X

X

8.01

Other Events

Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to security holders.

X

9.01

Financial Statements and Exhibits

The Responsible Party applicable to reportable event.

10-K

Must be filed within 90 days of the fiscal year end for the registrant.

9B

Other Information

Disclose any information required to be reported on Form 8-K during the fourth quarter covered by the Form 10-K but not reported

The Responsible Party for the applicable Form 8-K item as indicated above.

15

Exhibits and Financial Statement Schedules

Item 1112(b) – Significant Obligor Financial Information

X

Item 1114(b)(2) – Credit Enhancement Provider Financial Information

Determining applicable disclosure threshold

X

X

Requesting Obtaining required financial information or effecting incorporation by reference

X

X

Item 1115(b) – Derivative Counterparty Financial Information

Determining current maximum probable exposure

X

Determining current significance percentage

X

Notifying derivative counterparty of significance percentage and request required financial information

X

Requesting Obtaining required financial information or effecting incorporation by reference

X

X

Item 1117 – Legal proceedings pending against the following entities, or their respective property, that is material to Certificateholders, including proceedings known to be contemplated by governmental authorities:

Sponsor (Seller)

X

Depositor

X

Trustee

Issuing entity

X

Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers

X

X

Securities Administrator

X

Originator of 20% or more of pool assets as of the Cut-off Date

X

Custodian

X

Item 1119 – Affiliations and relationships between the following entities, or their respective affiliates, that are material to Certificateholders:

Sponsor (Seller)

X

Depositor

X

Trustee

Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers

X

X

Securities Administrator

X

Originator

X

Custodian

X

Credit Enhancer/Support Provider

X

Significant Obligor

X

Item 1122 – Assessment of Compliance with Servicing Criteria

X

X

X

X

Item 1123 – Servicer Compliance Statement

X

X

STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as Depositor

By: /s/ Baron Silverstein

Name: Baron Silverstein
Title: Vice President

CITIBANK, N.A., as Trustee

By: /s/ John Hannon
Name: John Hannon
Title: Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer and Securities Administrator

By: /s/ Stacey Taylor
Name: Stacey Taylor
Title: Vice President

EMC MORTGAGE CORPORATION, as Sponsor and Company

By: /s/ William Glasgow, Jr.
Name: William Glasgow, Jr.
Title: Executive Vice President

STATE OF NEW YORK

)

) ss.:

COUNTY OF NEW YORK

)

/s/ Michelle Sterling                   
Notary Public

STATE OF NEW YORK

)

) ss.:

COUNTY OF NEW YORK

)

/s/ Zenaida Santiago                    
Notary Public

STATE OF MARYLAND

)

) ss.:

CITY OF ANN ARUNDEL

)

/s/ Jennifer Richardson                  
Notary Public

STATE OF TEXAS

)

) ss.:

COUNTY OF DALLAS

)

/s/ Alfie Kearney                    
Notary Public