POOLING AND SERVICING AGREEMENT

STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,

Depositor,

WELLS FARGO BANK, NATIONAL ASSOCIATION

Trustee,

and

EMC MORTGAGE CORPORATION

Servicer, Seller and Company

AMENDMENT NO. 1

dated as of June 30, 2005

Amending the

POOLING AND SERVICING AGREEMENT

among the Depositor, the Trustee, the Servicer, the Seller and the Company

Dated as of May 1, 2005

GreenPoint MTA Trust 2005-AR2

Mortgage Pass-Through Certificates

Series 2005-AR2

AMENDMENT NO. 1 ("Amendment"), dated as of the 30th day of June, 2005, 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"), WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”), and EMC MORTGAGE CORPORATION, as servicer (in such capacity, the “Servicer”), 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 May 1, 2005 (the "Agreement"), providing for the issuance of GreenPoint MTA Trust 2005-AR2, Mortgage Pass-Through Certificates Series 2005-AR2 (the “Certificates”); and

WHEREAS, Section 11.02(a)(v) of the Agreement permits the amendment of the Agreement by the Depositor, the Servicer, the Company and the Trustee, without notice to or the consent of any of the Certificateholders, to make any other provisions with respect to matters or questions arising under the Agreement provided that such provisions are not inconsistent with the provisions of the Agreement and provided, further, that such action shall not adversely affect in any material respect the interests of any Certificateholder; and

WHEREAS, the Depositor, the Servicer, the Company and the Trustee wish to amend the Agreement as set forth herein to certificate the right to receive Prepayment Charges; and

WHEREAS, the Depositor, as evidenced by its execution of this Amendment, represents that such Amendment does not adversely affect in any material respect the interests of any Certificateholder; and

WHEREAS, an Opinion of Counsel has been rendered to the effect that, based on the qualifications and assumptions set forth therein, the Amendment does not adversely affect in any material respect the interests of any Certificateholder and is authorized or permitted by the Agreement; and

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

NOW THEREFORE, the Depositor, the Servicer, the Company and the Trustee hereby agree as follows:

the Class XP Reserve Account, as the context may require.

(ii)               The definition of “Certificate” is hereby replaced in its entirety with the following:

Certificate : Any mortgage pass-through certificate evidencing a beneficial ownership interest in the Trust Fund signed and countersigned by the Trustee in substantially the forms annexed hereto as Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7 and A-8 with the blanks therein appropriately completed.

                  Class :   With respect to the Certificates, any of Class A-1, Class A-2, Class A-3, Class X-1, Class M-X, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class R and Class XP Certificates.

(iv)       The definition of “Fractional Undivided Interest” is hereby replaced in its entirety with the following:

Fractional Undivided Interest : With respect to any Class of Certificates (other than the Class XP Certificates), the fractional undivided interest evidenced by any Certificate of such Class the numerator of which is the Current Principal Amount of such Certificate and the denominator of which is the Current Principal Amount of such Class. With respect to the Certificates in the aggregate, the fractional undivided interest evidenced by (i) a Residual Certificate will be deemed to equal 1.0% and (ii) a Certificate of any other Class will be deemed to equal 99.0% multiplied by a fraction, the numerator of which is the Current Principal Amount of such Certificate and the denominator of which is the aggregate Current Principal Amount of all the Certificates.

  (v)        The definition of “Non-Offered Subordinate Certificates” is hereby replaced in its entirety with the following:

Non-Offered Subordinate Certificates : The Class B-4, Class B-5, Class B-6 and Class XP Certificates.

(vi)       The definition of “Private Certificates” is hereby replaced in its entirety with the following:

(vii)      The definition of “Subordinate Certificates” is hereby replaced in its entirety with the following:

Subordinate Certificates : The Non-Offered Subordinate Certificates (other than the Class XP Certificates) and the Offered Subordinate Certificates.

             (b)       all payments on and collections in respect of the Mortgage Loans due after the Cut-off Date as shall be on deposit in the Custodial Account or in the Distribution Account (other than amounts representing Prepayment Charges in respect of Prepayment Charge Loans) and identified as belonging to the Trust Fund,

                      Class XP Reserve Account : The account established and maintained by the Trustee pursuant to Section 4.07 hereof.

                     Prepayment Charge Loan : Any Mortgage Loan for which a Prepayment Charge may be assessed and to which such Prepayment Charge the Class XP Certificates are entitled, as indicated on the Mortgage Loan Schedule.

(xi)       The second sentence of Section 3.14(b) is hereby replaced in its entirety with the following:

Servicing compensation in the form of assumption fees, if any, late payment charges, as collected, if any, or otherwise (but not including any Prepayment Charges) shall be retained by the applicable Servicer and shall not be deposited in the Protected Account.

(xii)       The second sentence of Section 4.01(b) is hereby replaced in its entirety with the following and a new third sentence is hereby added as follows:

The requirements for crediting the Custodial Account or the Distribution Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of (i) late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges and (ii) the items enumerated in Sections 4.04(a)(i) through (iv) and (vi) through (xi) with respect to the Trustee and the Servicer, need not be credited by the Servicer to the Distribution Account or the Custodial Account, as applicable. Amounts received by the Servicer in connection with Prepayment Charges on the Prepayment Charge Loans shall be remitted by the Servicer to the Trustee and deposited by the Trustee into the Class XP Reserve Account upon receipt thereof.

Section 4.07 Class XP Reserve Account . (a) The Trustee shall establish and maintain with itself a separate, segregated trust account, which shall be an Eligible Account, titled “Reserve Account, Wells Fargo Bank, National Association, as Trustee f/b/o holders of Structured Asset Mortgage Investments II Inc., GreenPoint MTA Trust 2005-AR2, Mortgage

Pass-Through Certificates, Series 2005-AR2 - Class XP”. Funds on deposit in the Class XP Reserve Account shall be held in trust by the Trustee for the holder of the Class XP Certificates. The Class XP Reserve Account will not represent an interest in any REMIC.

(b)        Any amount on deposit in the Class XP Reserve Account shall be held uninvested. On the Business Day prior to each Distribution Date, the Trustee shall withdraw the amount then on deposit in the Class XP Reserve Account and deposit such amount into the Distribution Account to be distributed to the Holders of the Class XP Certificates in accordance with Section 6.01(f). In addition, on the earlier of (x) the Business Day prior to the Distribution Date on which all the assets of the Trust Fund are repurchased as described in Section 10.01(a), and (y) the Business Day prior to the Distribution Date occurring in May 2011, the Trustee shall withdraw the amount on deposit in the Class XP Reserve Account and deposit such amount into the Distribution Account and pay such amount to the Class XP Certificates in accordance with Section 6.01(f), and following such withdrawal the Class XP Reserve Account shall be closed.

(ix)        The following row, and accompanying footnote, is hereby added to the table set forth in Section 5.01(c)(ii):

(18) The Class XP Certificates will not bear any interest. The Class XP Certificates will be entitled to receive Prepayment Charges collected with respect to the Prepayment Charge Loans. The Class XP Certificates will not represent an interest in any REMIC, they will instead represent an interest in the Trust constituted by this Agreement that is a strip of Prepayment Charges associated with the Prepayment Charge Loans.

             (f)        On each Distribution Date, all amounts transferred from the Class XP Reserve Account representing Prepayment Charges in respect of the Prepayment Charge Loans received during the related Prepayment Period will be withdrawn from the Distribution Account and distributed by the Trustee to the Holders of the Class XP Certificates and shall not be available for distribution to the Holders of any other Class of Certificates.

(xi)       Exhibit A-8 – Form of Class XP Certificates, attached hereto as Exhibit A, is hereby added to the Agreement as Exhibit A-8.

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.

On the 30th day of June, 2005, before me, a notary public in and for said State, personally appeared Mary Haggerty, 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.

[Notarial Seal]

On the 30th day of June, 2005, before me, a notary public in and for said State, personally appeared