Execution Copy
AMENDMENT NO. 1 TO
POOLING AND SERVICING AGREEMENT
among
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
as Depositor
CITIBANK, N.A.,
as Trustee
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Master Servicer and Securities Administrator
and
EMC MORTGAGE CORPORATION,
as Sponsor
Structured Asset Mortgage Investments II Trust 2007-AR5
Mortgage Pass-Through Certificates
Series 2007-AR5
Dated May 14, 2008
This AMENDMENT No. 1 (the "Amendment") is made and entered into this 14th
day of May 2008 to that certain Pooling and Servicing Agreement, dated as of
August 1, 2007 (the "Agreement"), by and among Structured Asset Mortgage
Investments II Inc., as depositor, Citibank, N.A., as trustee, Xxxxx Fargo Bank,
National Association, as master servicer and securities administrator and EMC
Mortgage Corporation, as sponsor. This Amendment is made pursuant to Section
11.02 (a) of the Agreement.
SECTION 1. DEFINED TERMS. Unless otherwise amended by the terms of this
Amendment, terms used in this Amendment shall have the meanings assigned in the
Agreement.
SECTION 2. AMENDMENT TO AGREEMENT. The Agreement is hereby amended
effective as of the date of the Agreement as follows:
2.1 Clause (b) of priority first of Section 6.01(a)(iii) in
Article VI of the Agreement is hereby deleted in its entirety and
replaced with the following clause:
(b) any Unpaid Realized Loss Amount for each Class of Class A
Certificates and Distribution Date, to the Class A-1
Certificates, the Class A-2 Certificates and the Class A-3
Certificates, sequentially, in that order;
2.2 Priority eighth of Section 6.02(b) in Article VI of the
Agreement is hereby deleted in its entirety and replaced with the
following clause
eighth, to the Class A-3 Certificates, Class A-2 Certificates
and Class A-1 Certificates, sequentially, in that order, in each
case until the Certificate Principal Balance of each such Class has
been reduced to zero.
SECTION 3. EFFECTIVENESS OF AGREEMENT. Except as expressly amended by the
terms of this Amendment, all terms and conditions of the Agreement shall remain
in full force and effect.
SECTION 4. EXECUTION IN COUNTERPARTS. This Amendment may be executed by
the parties hereto in several counterparts, each of which shall be executed by
the parties hereto and be deemed an original and all of which shall constitute
together by one and the same Agreement.
SECTION 5. GOVERNING LAW. This Agreement shall be construed in accordance
with the laws of the State of New York, without reference to conflict of law
principles, and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with the laws of the State of New York.
1
IN WITNESS WHEREOF, the parties have caused this Amendment to the
Agreement to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.
STRUCTURED ASSET MORTGAGE
INVESTMENTS II INC., as Depositor
By: /s/ Xxxxx Xxxxxxxxxxx
------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President
CITIBANK, N.A., as Trustee
By: /s/ Xxxxx Xxxxxxxxxx
------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Master Servicer and
Securities Administrator
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
EMC MORTGAGE CORPORATION, as Sponsor
By: /s/ Xxxxxx Xxxxxx
------------------------------
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
