Amendment No. 1 to Pooling and Servicing Agreement among Structured Asset Mortgage Investments II Inc., Citibank, N.A., Wells Fargo Bank, and EMC Mortgage Corporation

Summary

This amendment updates the Pooling and Servicing Agreement originally dated August 1, 2007, among Structured Asset Mortgage Investments II Inc. (Depositor), Citibank, N.A. (Trustee), Wells Fargo Bank, N.A. (Master Servicer and Securities Administrator), and EMC Mortgage Corporation (Sponsor). The amendment changes the order of payments and loss allocations among certain classes of mortgage-backed securities. All other terms of the original agreement remain unchanged. The amendment is effective as of the original agreement date and is governed by New York law.

EX-4.1 2 e603841_ex4-1.txt Execution Copy AMENDMENT NO. 1 TO POOLING AND SERVICING AGREEMENT among STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as Depositor CITIBANK, N.A., as Trustee WELLS 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, Wells 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/ Baron Silverstein ------------------------------ Name: Baron Silverstein Title: Vice President CITIBANK, N.A., as Trustee By: /s/ Louis Piscitelli ------------------------------ Name: Louis Piscitelli Title: Vice President WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer and Securities Administrator By: /s/ Stacey M. Taylor ------------------------------ Name: Stacey M. Taylor Title: Vice President EMC MORTGAGE CORPORATION, as Sponsor By: /s/ Jackie Oliver ------------------------------ Name: Jackie Oliver Title: Senior Vice President