0001068238-04-001246 Sample Contracts

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STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as Depositor
Sale and Servicing Agreement • October 21st, 2004 • MortgageIT Trust 2004-1 • Asset-backed securities • New York

Sale and Servicing Agreement dated as of September 30, 2004 (the "Agreement"), among Structured Asset Mortgage Investments II Inc., a Delaware corporation, as depositor (the "Depositor"), MortgageIT Trust 2004-1, a Delaware statutory trust, as issuer (the "Issuer"), Deutsche Bank National Trust Company, a national banking association, not in its individual capacity but solely as indenture trustee (the "Indenture Trustee"), Wells Fargo Bank, National Association ("Wells Fargo"), as master servicer (in such capacity, the "Master Servicer") and as securities administrator (in such capacity, the "Securities Administrator"), and EMC Mortgage Corporation, as seller (in such capacity, the "Seller") and as company (in such capacity, the "Company").

EXECUTION COPY =============================================================================== STRUCTURED ASSET MORTGAGE INVESTMENT II INC.,
Execution • October 21st, 2004 • MortgageIT Trust 2004-1 • Asset-backed securities • Delaware
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