STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,


Depositor,


 


DEUTSCHE BANK NATIONAL TRUST COMPANY,


Trustee,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


Master Servicer and Securities Administrator,


 


and


 


MORTGAGEIT, INC.


Seller and Company


 


 


AMENDMENT NO. 1


 


dated as of January 5, 2006


 


 


Amending the


 


POOLING AND SERVICING AGREEMENT


 


among the Depositor, the Trustee, the Master Servicer, the Securities Administrator,


the Seller and the Company


 


Dated as of November 1, 2005


 


MortgageIT Trust 2005-AR1,


Mortgage Pass-Through Certificates


 


Series 2005-AR1


 


 








 


 


 


 



               AMENDMENT NO. 1 ("Amendment"), dated as of the 5th day of January, 2006, 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"), DEUTSCHE BANK NATIONAL TRUST COMPANY, 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 MORTGAGEIT, INC., as seller (in such capacity, the “Seller”) and as company (in such capacity, the “Company”) entered into a Pooling and Servicing Agreement, dated as of November 1, 2005 (the "Agreement"), providing for the issuance of MortgageIT Trust 2005-AR1, Mortgage Pass-Through Certificates Series 2005-AR1 (the “Certificates”); and


 


WHEREAS, Section 11.02(a)(ii) of the Agreement permits the amendment of the Agreement by the Depositor, the Master Servicer, the Securities Administrator and the Trustee, without notice to or the consent of any of the Certificateholders, to correct or supplement any provisions therein that may be defective or inconsistent with any other provisions therein; and


 


WHEREAS, the Depositor, the Master Servicer, the Securities Administrator and the Trustee wish to amend the Agreement as set forth herein; and


 


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


 


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


 



	
             
 	
            Section 1.
 



 


The reference to “3.064%” in the definition of “One-Month LIBOR” is hereby replaced with “4.15938%”.


 



	
             
 	
            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.


 


 








 


 



                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/ Baron Silverstein                       
                 
 Name:  Baron Silverstein  
 Title:  Managing Director  
 
	
            DEUTSCHE BANK NATIONAL TRUST 
COMPANY, as Trustee
 
	
             
 
	
             
 
	
            By:  /s/ Barbara Campbell                                          
 
 Name:  Barbara Campbell  
 Title:  Vice President  
 
	
            WELLS FARGO BANK, NATIONAL 
ASSOCIATION, as Master Servicer
 
	
             
 
	
             
 
	
            By:  /s/ Michael Pinzon                                  
  
 Name:  Michale Pinzon
 Title:  Assistant Vice President  
 
	
            WELLS FARGO BANK, NATIONAL 
ASSOCIATION, as Securities Administrator
 
	
             
 
	
            By:  /s/ Michael Pinzon                                  
  
 Name:  Michale Pinzon
 Title:  Assistant Vice President  
 
	
            MORTGAGEIT, INC.
 
	
             
 
	
             
 
	
            By:  /a/ Robert A. Gula                                       

 Name:  Robert Gula
 Title:Chief Financial Officer  
 




 


 


2


 








 


 


 



	
            STATE OF NEW YORK
 	
            )
 	
             
 	
             
 
	
             
 	
            ) ss.:
 	
             
 	
             
 
	
            COUNTY OF NEW YORK 
 	
            )
 	
             
 	
             
 



On the 5th day of January, 2006, before me, a notary public in and for said State, personally appeared Baron Silverstein, 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/ Michelle Sterling                                        
       


Notary Public


[Notarial Seal]


 


 








 


 







	
            STATE OF NEW YORK
 	
            )
 	
             
 	
             
 
	
             
 	
            ) ss.:
 	
             
 	
             
 
	
            COUNTY OF NEW YORK 
 	
            )
 	
             
 	
             
 



On the 5th day of January, 2006, before me, a notary public in and for said State, personally appeared Barbara Campbell, known to me to be a Vice President of Deutsche Bank National Trust Company, 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/ Ann Lynn Stoddard                                        
  


Notary Public


[Notarial Seal]


 


 








 


 







	
            STATE OF MARYLAND
 	
            )
 	
             
 	
             
 
	
             
 	
            ) ss.:
 	
             
 	
             
 
	
            COUNTY OF BALTIMORE 
 	
            )
 	
             
 	
             
 



 


On the 5th day of January, 2006, before me, a notary public in and for said State, personally appeared Michael Pinzon, known to me to be an Assistant 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/ Janet M. Jolley                                        
       


Notary Public


[Notarial Seal]


 


 








 


 







	
            STATE OF MARYLAND
 	
            )
 	
             
 	
             
 
	
             
 	
            ) ss.:
 	
             
 	
             
 
	
            COUNTY OF BALTIMORE 
 	
            )
 	
             
 	
             
 



On the 5th day of January, 2006, before me, a notary public in and for said State, personally appeared Michael Pinzon, known to me to be an Assistant 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/ Janet M. Jolley                                        
     


Notary Public


[Notarial Seal]


 


 








 


 







	
            STATE OF NEW YORK
 	
            )
 	
             
 	
             
 
	
             
 	
            ) ss.:
 	
             
 	
             
 
	
            COUNTY OF NEW YORK
 	
            )
 	
             
 	
             
 



On the 5th day of January, 2006, before me, a notary public in and for said State, personally appeared Robert Gula, known to me to be Chief Financial Officer of MortgageIT, 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/ Mary Doherty                                        
     


Notary Public


[Notarial Seal]