exhibit_bsalta2006-5.htm


    Execution Copy

    
 

    


    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. 2

     

    dated as
of February 17, 2010

     

     

     

    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

    as
amended by Amendment No. 1 dated as of October 24, 2006

     
 

    STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.

    Bear
Stearns Alt-A Trust,  2006-5,

    Mortgage
Pass-Through Certificates, Series 2006-5

    


     

    


     


    
      
        
           

        

         


      

      
        1

        
          

        

      

      
         


      

    


    AMENDMENT NO. 2 (the “Amendment”),
dated as of the 17th day of February, 2010, 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”), entered into a Pooling and Servicing Agreement, dated as of July 1,
2006 (the “Pooling and Servicing Agreement”), providing for the issuance of Bear
Stearns ALT-A Trust 2006-5, Mortgage Pass-Through Certificates Series 2006-5
(the “Certificates”); and

    


    WHEREAS, the Company, the Depositor,
the Master Servicer, the Securities Administrator and the Trustee entered into
an amendment to the Pooling and Servicing Agreement, dated as of October 24,
2006 (“Amendment No. 1” and, together with the Pooling and Servicing Agreement,
the “Agreement”); and

    


    WHEREAS, Section 11.02(a)(iii) of the
Agreement permits the amendment of the Agreement by the Company, the Depositor,
the Master Servicer, the Securities Administrator and the Trustee, without
notice to or the consent of any of the Certificateholders, to conform any
provisions of the Agreement to the provisions in the Prospectus, dated March 28,
2006, as supplemented by the Prospectus Supplement dated July 31, 2006
(collectively, the “Prospectus”), relating to the offering of the Offered
Certificates; and

    


    WHEREAS, Section 6.04(b) eighth and ninth of the Agreement do not
conform to the provisions of the Prospectus; 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 under the Agreement;
and

    


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

    


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

    


    Section
1.  The Agreement is hereby amended as follows (emphasis added
to show changes):

    


    Section
6.04(b) of the Agreement is hereby deleted in its entirety and replaced with the
following:

     

    (b)  
(i) With
respect to any Group II Certificates on any Distribution Date, the principal
portion of each Realized Loss on a Group II Mortgage Loan shall be allocated as
follows:

     

    first, to the
Class II-B-6 Certificates until the Certificate Principal Balance thereof
has been reduced to zero;

     

    second, to the Class II-B-5
Certificates until the Certificate Principal Balance thereof has been reduced to
zero;

     

    third, to the Class II-B-4
Certificates until the Certificate Principal Balance thereof has been reduced to
zero;

     

    fourth, to the Class II-B-3
Certificates until the Certificate Principal Balance thereof has been reduced to
zero;

     

    fifth, to the Class II-B-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero;

     

    sixth, to the Class II-B-1
Certificates until the Certificate Principal Balance thereof has been reduced to
zero;

     

    seventh, to the Class II-A-3
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; and

     

    eighth, to the Class II-A-1
Certificates and the Class II-A-2 Certificates, pro
rata, until the Certificate Principal Balance thereof has been reduced to
zero;
and

     

    ninth, to the Class II-A-1
Certificates until the Certificate Principal Balance thereof has been reduced to
zero.

     

    


    Section
2.  This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.

     

     

     

     

     

     


    
      
        
           

        

         


      

      
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    IN WITNESS WHEREOF, the parties hereto
have caused their names to be signed hereto by their officers thereunto duly
authorized and their seal, duly attested, to be hereunto affixed, all as of the
day and year first above written.

     

    
    

     

    
      	 	 STRUCTURED
      ASSET MORTGAGE
 INVESTMENTS II INC., as Depositor
	 	 
	 	 By:  /s/  Mary P.
      Haggerty
	 	 Name:   
      Mary P. Haggerty
	 	 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/  Elisabeth A.
      Brewster
	 	 Name: 
       Elisabeth A. Brewster
	 	 Title:    
      Vice President
	 	 
	 	 
	 	 EMC MORTGAGE
      CORPORATION,
 as Sponsor and Company
	 	 
	 	 By:  /s/  Jodi
      Brown-Kerns
	 	 Name:  
      Jodi Brown-Kerns
	 	 Title:    
      Senior Vice President


    

     

     

    
 

    


     

     

     

     


    
      
        
           

        

         


      

      
        3

        
          

        

      

      
         


      

    


     

    STATE OF
NEW
YORK                                     )

    ) ss.:

    COUNTY OF
NEW
YORK                                 )

     

    On the
17th day of February, 2010, before me, a notary public in and for said State,
personally appeared Mary P. Haggerty, known to me to be a Vice President of
Structured Asset Mortgage Investments II Inc., the corporation that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.

     

    IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.

     

    
    

     

    
      	 	 /s/ Sherry Ann D
      Ferary  
	 	 Notary
      Public


    

     

     

     

                                                    

    [Notarial
Seal]

     

     

     

    
 

    
      
        
           

        

         


      

      
        
        

        
          

        

      

      
         


      

    


    
       

      STATE OF
NEW
YORK                                     )

      ) ss.:

      COUNTY OF
NEW
YORK                                 )

       

    

    On the
17th day of February, 2010, before me, a notary public in and for said State,
personally appeared John Hannon, known to me to be a Vice President of Citibank,
N.A., the entity that executed the within instrument, and also known to me to be
the person who executed it on behalf of said entity, and acknowledged to me that
such entity executed the within instrument.

     

    IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the

    day and
year in this certificate first above written.

     

    
       

      
        	 	 /s/ Zenaida
      Santiago
	 	 Notary
      Public


      

       

       

       

                                                      

      [Notarial
Seal]

       

    

                                                                 

     

     


    
      
        
           

        

         


      

      
         

        
          

        

      

      
         


      

    


    
      
         

        STATE
OF MARYLAND
                                  )

        ) ss.:

        COUNTY
OF ANNE
ARUNDEL                       )

         

      

    

    On the
17th day of February, 2010, before me, a notary public in and for said State,
personally appeared Elisabeth A. Brewster, known to me to be a Vice President of
Wells Fargo Bank, National Association, the entity that executed the within
instrument, and also known to me to be the person who executed it on behalf of
said entity, and acknowledged to me that such entity executed the within
instrument.

     

    IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.

     

    
      
         

        
          	 	 /s/ Cynthia C.
      Day
	 	 Notary
      Public


        

         

         

         

                                                        

        [Notarial
Seal]

         

         

      

    

     

     

     

    
      
        
           

        

         


      

      
         

        
          

        

      

      
         


      

    


     


      
         

        STATE
OF TEXAS           
                                  )

        ) ss.:

        COUNTY
OF DALLAS                              
)

         

      

    

    On the
17th day of February, 2010, before me, a notary public in and for said State,
personally appeared Jodi Brown-Kerns, known to me to be a Senior Vice President
of EMC Mortgage Corporation, the corporation that executed the within
instrument, and also known to me to be the person who executed it on behalf of
said corporation, and acknowledged to me that such corporation executed the
within instrument.

     

    IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.

     

    
       

      
        	 	 /s/ Mickie
      S. Gilmore  
	 	 Notary
      Public


      

       

       

       

                                                      

      [Notarial
Seal]