AMENDMENT NO. 1 dated as of October 24, 2006 Amending the POOLING AND SERVICING AGREEMENT

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

AMENDMENT NO. 1 ("Amendment"), dated as of the 24th day of October, 2006, to the Agreement (defined below). Capitalized terms used herein shall have the meanings given thereto in the Agreement.

WHEREAS, STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as depositor (the "Depositor"), CITIBANK, N.A., as trustee (the “Trustee”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as master servicer (in such capacity, the "Master Servicer”), and as securities administrator (in such capacity, the “Securities Administrator”) and EMC MORTGAGE CORPORATION, as sponsor (in such capacity, the “Sponsor”), and as company (in such capacity, the “Company” or “EMC”), entered into a Pooling and Servicing Agreement, dated as of July 1, 2006 (the "Agreement"), providing for the issuance of Bear Stearns ALT-A Trust 2006-5, Mortgage Pass-Through Certificates Series 2006-5 (the “Certificates”); and

WHEREAS, Section 11.02(a)(v) of the Agreement permits the amendment of the Agreement by the Company, Depositor, the Master Servicer, the Securities Administrator and the Trustee, without notice to or the consent of any of the Certificateholders, to revise or correct any provisions of the Agreement to reflect the obligations of the parties as they relate to Regulation AB; and

WHEREAS, the Depositor, as evidenced by its execution of this Amendment, represents that such Amendment does not adversely affect in any material respect the interests of any Certificateholder; and

WHEREAS, an Opinion of Independent Counsel has been rendered to the effect that, based on the qualifications and assumptions set forth therein, the Amendment is permitted and not prohibited by the Agreement; and

WHEREAS, the execution of this Amendment has been duly authorized by the Company, Depositor, the Master Servicer, the Securities Administrator and the Trustee; and

NOW THEREFORE, the Company, Depositor, the Master Servicer, the Securities Administrator and the Trustee hereby agree as follows:

Section 1 . The Agreement is hereby amended as follows:

(i)           Section 3.18(a)(iv) of the Agreement is hereby deleted in its entirety and replaced with the following (emphasis added to revisions):

(iv)         With respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or any Form 8-K Disclosure Information (collectively, the “Additional Disclosure”) relating to the Trust Fund in the form attached hereto as Exhibit R, the Securities Administrator’s obligation to include such Additional Information in the applicable Exchange Act report is subject to receipt from the entity that is indicated in Exhibit Q as the responsible party for providing that information, if other than the Securities Administrator, as and when required as described in Section 3.18(a)(i) through (iii) above. Such Additional Disclosure shall

be accompanied by a notice substantially in the form of Exhibit R. Each of the Company as a Servicer, the Master Servicer, the Sponsor, the Securities Administrator and the Depositor hereby agrees to notify and provide, and the Master Servicer agrees to enforce the obligations (to the extent provided in the related Servicing Agreement) to the extent known to the Master Servicer, Sponsor, Securities Administrator and Depositor all Additional Disclosure relating to the Trust Fund, with respect to which such party is indicated in Exhibit Q as the responsible party for providing that information. Within five Business Days prior to each Distribution Date of each year that the Trust is subject to the Exchange Act reporting requirements, the Depositor shall make available to the Securities Administrator the Group I Significance Estimate and the Securities Administrator shall use such information to calculate the Group I Significance Percentage. If the Group I Significance Percentage meets either of the threshold levels detailed in Item 1115(b)(1) or 1115(b)(2) of Regulation AB, the Securities Administrator shall deliver written notification to the Depositor, the related Counterparty to that effect . , which notification shall include a request that the related Counterparty provide Regulation AB information to the Depositor in accordance with the related Cap Contract Agreement. The Depositor shall request be obligated to obtain from the related Counterparty any information required under Regulation AB to the extent required under the related Cap Contract Agreement . The Depositor will be obligated pursuant to the related Cap Contract Agreement and to provide to the Securities Administrator any information that may be required to be included in any Form 10-D, Form 8-K or Form 10-K relating to the related Cap Contract Agreement or written notification instructing the Securities Administrator that such Additional Disclosure regarding the related Counterparty is not necessary for such Distribution Date. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Disclosure information pursuant to this section.

(ii)          The third sentence of Section 4.04(e) of the Agreement is hereby deleted in its entirety and replaced with the following (emphasis added to revisions):

The amount at any time credited to the Distribution Account , if invested, shall be invested in the name of the Trustee, in such Permitted Investments selected by the Master Servicer or the Depositor.

Section 2 . Exhibit Q to the Agreement is hereby amended as follows:

(i)           The matrix in Exhibit Q is hereby replaced in its entirety with the following matrix (emphasis added to new language):