GS MORTGAGE SECURITIES CORP., Depositor, HOME LOAN SERVICES, INC., Servicer, and DEUTSCHE BANK NATIONAL TRUST COMPANY, Trustee and Supplemental Interest Trust Trustee AMENDMENT NO. 1 dated as of OCTOBER 19, 2007 TO THE POOLING AND SERVICING AGREEMENT...
EXHIBIT
4.1
GS
MORTGAGE SECURITIES CORP.,
Depositor,
HOME
LOAN
SERVICES, INC.,
Servicer,
and
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
Trustee
and Supplemental Interest Trust Trustee
AMENDMENT
NO. 1 dated as of
OCTOBER
19, 2007 TO THE
DATED
AS
OF APRIL 1, 2007
FFMLT
2007-FFB-SS
MORTGAGE
PASS-THROUGH CERTIFICATES,
SERIES
2007-FFB-SS
AMENDMENT
NO. 1, dated as of October 19, 2007 (this “Amendment”), among GS MORTGAGE
SECURITIES CORP., a Delaware corporation (the “Depositor”), HOME LOAN SERVICES,
INC., a Delaware corporation, as servicer (the “Servicer”) and DEUTSCHE BANK
NATIONAL TRUST COMPANY, a national banking association, as trustee (the
“Trustee”) in connection with the Pooling and Servicing Agreement, dated as of
April 1, 2007 (the “Agreement”), among the Depositor, the Servicer and the
Trustee. Capitalized terms not defined herein have the meanings
assigned to them in the Agreement.
1.
This Amendment
is effected pursuant to the first paragraph of Section 10.01 of the
Agreement.
2.
Article I of
the Agreement is hereby amended by deleting in its entirety the definition
of
“Released Loan” and replacing it with the following:
Released
Loan: Any Charged Off Loan that is released by the Servicer to the Class X-1
Certificateholder, pursuant to Section 3.15. Any Released Loan will
no longer be an asset of any REMIC or the Trust Fund; provided that in
accordance with the provisions of Section 3.15(b)(ii), any Repurchase Price
paid
by the Responsible Party or the Purchaser, as applicable, with respect to a
Released Loan shall be included in Available Funds and treated as a Subsequent
Recovery.
3.
Article I of the
Agreement is hereby amended by deleting in its entirety the definition of
“Repurchase Price” and replacing it with the following:
Repurchase
Price: With respect to any Mortgage Loan (including any Released Loan
in accordance with Section 3.15(b)(ii) hereof), (a) repurchased by the
Purchaser, an amount equal to the sum of (i) the unpaid principal balance of
such Mortgage Loan as of the date of repurchase, (ii) interest on such unpaid
principal balance of such Mortgage Loan at the Mortgage Interest Rate from
the
last date through which interest has been paid and distributed to the Trustee
to
the date of repurchase, (iii) all unreimbursed Servicing Advances and (iv)
all
expenses incurred by the Servicer, the Trust or the Trustee, as the case may
be,
in respect of a breach or defect, including, without limitation, (A) expenses
arising out of the Servicer’s or Trustee’s, as the case may be, enforcement of
the Purchaser’s repurchase obligation, to the extent not included in clause
(iii), and (B) any costs and damages incurred by the Trust in connection with
any violation by such Mortgage Loan of any predatory lending law or abusive
lending law, and (b) in the case of any Mortgage Loan (including any Released
Loan in accordance with Section 3.15(b)(ii) hereof) repurchased by the related
Responsible Party, the “Repurchase Price” as defined in the related Responsible
Party Agreement.
4.
Article I of
the Agreement is hereby amended by deleting in its entirety the definition
of
“Subsequent Recovery” and replacing it with the following:
Subsequent
Recoveries: (a) Amounts received with respect to any Liquidated
Mortgage Loan after it has become a Liquidated Mortgage Loan and, in the case
of
a Charged Off Loan, prior to such Liquidated Mortgage Loan becoming a Released
Loan or (b) any Repurchase Price paid by the Responsible Party or the Purchaser,
as applicable, after a Charged Off Loan becomes a Released Loan in accordance
with Section 3.15(b)(ii) hereof.
5.
Article II of
the Agreement is hereby amended by deleting in its entirety subsection (e)
of
Section 2.03 and replacing it with the following:
(e) In
the event that a Mortgage Loan (including any Released Loan) shall have been
repurchased pursuant to the Responsible Party Agreements, the proceeds from
such
repurchase shall be deposited in the Collection Account by the Servicer,
pursuant to Section 3.10 on or before the next Servicer Remittance Date and
upon such deposit of the Repurchase Price, and receipt of a Request for Release
in the form of Exhibit J hereto, the Trustee shall release the related
Custodial File held for the benefit of the related Certificateholders and the
Certificate Insurer to such Person as directed by the Servicer, and the Trustee
shall execute and deliver at such Person’s direction such instruments of
transfer or assignment prepared by such Person, in each case without recourse,
as shall be necessary to transfer title from the Trustee. It is
understood and agreed that the obligation under this Agreement of any Person
to
cure, repurchase or replace any Mortgage Loan as to which a breach has occurred
and is continuing, together with any related indemnification obligations, shall
constitute the sole remedy against such Persons respecting such breach available
to related Certificateholders, the Depositor, the Servicer or the Trustee on
their behalf.
6.
Article III of
the Agreement is hereby amended by deleting in its entirety subsection (b)
of
Section 3.15 and replacing it with the following:
(b)(i) With
respect to any Mortgage Loan that is 180 days delinquent, the Servicer will
determine, in its reasonable business judgment, whether a net recovery is
probable through foreclosure proceedings or other liquidation of the related
Mortgaged Property. If the Servicer determines that no such recovery
is probable, it shall charge off the related Mortgage Loan at the time it
becomes 180 days delinquent. Once a Mortgage Loan has been charged
off, the Servicer will discontinue making P&I Advances, the Servicer will
not be entitled to any additional servicing compensation in respect of such
Charged Off Loan (except as provided below), and the Charged Off Loan will
give
rise to a Realized Loss. If the Servicer reasonably determines that
such net recovery is possible through foreclosure proceedings or other
liquidation of the related Mortgaged Property on a Mortgage Loan that becomes
180 days delinquent, the Servicer need not charge off the Mortgage Loan and
may
continue making P&I Advances, and the Servicer will continue to be entitled
to its Servicing Fees on such Mortgage Loans.
Any
Mortgage Loan that is charged off, pursuant to the preceding paragraph, may
continue to be serviced by the Servicer using specialized collection procedures
(including foreclosure, if appropriate) to the extent the Servicer reasonably
believes that such procedures may result in future recoveries on such Mortgage
Loan. The Servicer will be entitled to Servicing Fees and
reimbursement of expenses in connection with such Mortgage Loans for which
it is
using specialized collection procedures after the date of charge off, but only
to the extent of funds available from any recoveries on any such Mortgage Loans
for which it is using specialized collection procedures. Any such
Mortgage Loans serviced in accordance with the specialized collection procedures
shall be serviced for approximately six months. Any net recoveries
received on such Mortgage Loans during such six month period will be treated
as
Subsequent Recoveries. On the date which is six months after the date
on which the Servicer begins servicing such Mortgage Loans using the specialized
collection procedures, unless specific net recoveries are anticipated by the
Servicer on a particular Mortgage Loan, such Charged Off Loan will be released
from the Trust Fund, will no longer be an asset of any Trust REMIC, and will
be
transferred to the Class X-1 Certificateholders, without recourse, (except
that
such Charged Off Loan will be subject to being repurchased pursuant to Section
2.03(e) and upon payment of the Repurchase Price to the Servicer for deposit
into the related Collection Account, the Class X-1 Certificateholder shall
transfer such Charged Off Loan to the Responsible Party or the Purchaser, as
applicable) and thereafter, subject to clause (b)(ii) below, (i) the Class
X-1
Certificateholder, as identified with contact information in writing to the
Servicer by the Depositor, will be entitled to any amounts subsequently received
in respect of any such Released Loan (other than as set forth in clause (b)(ii)
below), subject to the Servicer’s fees described below, (ii) the Class X-1
Certificateholder may designate any servicer to service any such Released Loan
(iii) the Class X-1 Certificateholder may sell any such Released Loan to a
third
party and (iv) to the extent the servicing of such Charged Off Loan is not
transferred from the Servicer, the Servicer shall be entitled to servicing
compensation for such Charged Off Loan in an amount equal to forty percent
(40%)
of any amounts collected by the Servicer on such Charged Off Loan. With respect
to any Mortgage Loan that is charged off at the time it becomes 180 days
delinquent, to the extent the Servicer does not begin using specialized
collection procedures with respect to such Mortgage Loan, such Mortgage Loan
shall be governed by the preceding sentence at such time.
(ii)
With
respect to any Charged Off Loan that is discharged from the Trust pursuant
to
this Section 3.15(b), in the event that the Responsible Party or the Purchaser,
as applicable, repurchases such Charged Off Loan due to a breach of a
representation and warranty made by the Responsible Party or the Purchaser,
as
applicable, with respect to such Charged Off Loan, or, due to an early payment
default claim (to the extent such claim is held by the Trust) with respect
to
such Charged Off Loan, the Repurchase Price paid by the Responsible Party or
the
Purchaser, as applicable, shall be deposited in the Collection Account by the
Servicer pursuant to Section 3.10 on or before the next Remittance Date and
included in Available Funds as a Subsequent Recovery.
7. Conditions
Precedent to this Amendment: The following conditions precedent to
the effectiveness of this Amendment have been fulfilled:
(A)
The
prior
notice of this Amendment required by Section 10.01 of the Agreement has been
given by the Depositor to each of the Rating Agencies, currently Standard &
Poor's, a Division of the XxXxxx-Xxxx Companies, Inc. and Xxxxx'x Investors
Service, Inc., and the Trustee hereby acknowledges receipt of copies
thereof.
(B)
The
opinions of counsel required by Section 10.01 of the Agreement have been
received by the Trustee and the Certificate Insurer.
8. This
Amendment is subject to the terms of the Agreement as modified and supplemented
herein. The Agreement continues in full force and effect as modified
herein and provided therein.
The
undersigned have executed this Amendment as of the date hereof.
GS MORTGAGE SECURITIES
CORP.,
as Depositor
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By:
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/s/ Xxxxxxxx Xxxx | |
Name: | Xxxxxxxx Xxxx | ||
Title: | Vice President | ||
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
solely
as Trustee and Supplemental Interest Trust Trustee
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By:
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/s/ Xxx Xxxxx | |
Name: | Xxx Xxxxx | ||
Title: | Authorized signer | ||
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By:
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/s/ Xxxxxxx Xxxxxx | |
Name: | Xxxxxxx Xxxxxx | ||
Title: | Vice President | ||
HOME
LOAN SERVICES, INC.,
as
Servicer
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By:
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/s/ Xxxxxx X. Xxxxxxx | |
Name: | Xxxxxx X. Xxxxxxx | ||
Title: | Vice President | ||
PRIOR
CONSENT HERETO IS HEREBY
GIVEN:
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XXXXXXX,
XXXXX & CO., as Holder of
Class
X-1 Certificates representing
a
100.00% Percentage Interest in such Class
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By:
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/s/ Xxxx Xxxxx | |
Name: | Xxxx Xxxxx | |
Title: | Managing Director | |
XL
CAPITAL ASSURANCE INC.,
as
Certificate Insurer
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By:
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/s/ Xxxxxxxxx Xxxxxx | |
Name: | Xxxxxxxxx Xxxxxx | |
Title: | Managing Director | |