0001068238-05-000375 Sample Contracts

STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
Pooling and Servicing Agreement • June 15th, 2005 • Bear Stearns ALT-A Trust, Series 2005-5 • Asset-backed securities • New York

Pooling and Servicing Agreement dated as of May 1, 2005, among Structured Asset Mortgage Investments II Inc., a Delaware corporation, as depositor (the “Depositor”), JPMorgan Chase Bank, National Association, a banking association organized under the laws of the United States, not in its individual capacity but solely 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 seller (in such capacity, the “Seller”) and as company (in such capacity, the “Company”).

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