GS MORTGAGE SECURITIES CORP., Depositor, WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer, OCWEN LOAN SERVICING, LLC, Servicer, AVELO MORTGAGE, L.L.C., Servicer, SPECIALIZED LOAN SERVICING LLC, Servicer, DEUTSCHE BANK NATIONAL TRUST COMPANY,...
GS
MORTGAGE SECURITIES CORP.,
Depositor,
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
Master
Servicer,
OCWEN
LOAN SERVICING, LLC,
Servicer,
AVELO
MORTGAGE, L.L.C.,
Servicer,
SPECIALIZED
LOAN SERVICING LLC,
Servicer,
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
Trustee
and Supplemental Interest Trust Trustee,
and
U.S.
BANK
NATIONAL ASSOCIATION,
Custodian
AMENDMENT
NO. 1 dated as of
OCTOBER
19, 2007 TO THE
DATED
AS
OF FEBRUARY 1, 2007
MORTGAGE
PASS-THROUGH CERTIFICATES,
SERIES
2007-S1
AMENDMENT
NO. 1, dated as of October 19, 2007 (this “Amendment”), among GS MORTGAGE
SECURITIES CORP., a Delaware corporation (the “Depositor”), XXXXX FARGO BANK,
NATIONAL ASSOCIATION, a national banking association, as master servicer (the
“Master Servicer”), OCWEN LOAN SERVICING, LLC, a Delaware limited liability
company, as a servicer of certain Mortgage Loans (“Ocwen”), AVELO MORTGAGE,
L.L.C., a Delaware limited liability company, as a servicer of certain Mortgage
Loans (“Avelo”), SPECIALIZED LOAN SERVICING LLC, a Delaware limited liability
company, as a servicer of certain Mortgage Loans (“SLS” and, together with Ocwen
and Avelo, the “Servicers”), DEUTSCHE BANK NATIONAL TRUST COMPANY, a national
banking association, as trustee (the “Trustee”) and as supplemental interest
trust trustee (the “Supplemental Interest Trust Trustee”) and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, as custodian with respect to
certain Mortgage Loans (the “Custodian”) in connection with the Pooling and
Servicing Agreement, dated as of February 1, 2007 (the “Agreement”), among the
Depositor, the Master Servicer, Servicers, the Trustee, the Supplemental
Interest Trust Trustee and the Custodian. 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 11.01 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 related Servicer to the
Class
X-1 Certificateholder pursuant to Section 3.15(a). 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 related Responsible Party or the Purchaser 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(a) 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 related Servicer, the Trust, the Trustee or the Master Servicer,
as the case may be, in respect of a breach or defect, including, without
limitation, (A) expenses arising out of the related Servicer’s, Trustee’s or the
Master Servicer, 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(a) 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 related Responsible Party or the
Purchaser after a Charged Off Loan becomes a Released Loan in accordance with
Section 3.15(a) hereof.
5. Article
II of the Agreement is hereby amended by deleting in its entirety subsection
(f)
of Section 2.03 and replacing it with the following:
(f) In
the event that a Mortgage Loan (including any Released Loan) shall have been
repurchased pursuant to the related Responsible Party Agreements, the proceeds
from such repurchase shall be deposited in the related Collection Account by
the
applicable 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 or the Custodian, as applicable, 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 related Servicer, and the Trustee
or
the Custodian, as applicable, 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 or the Custodian, as applicable. 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 the
Certificateholders, the Depositor, the related Servicer, the Master Servicer
or
the Trustee on their behalf.
6. Article
III of the Agreement is hereby amended by deleting in its entirety the fourth
paragraph of subsection (a) of Section 3.15 and replacing it with the
following:
With
respect to any Mortgage Loan that is 180 days delinquent, the related Servicer
shall charge off such delinquent Mortgage Loan. Once a Mortgage Loan
has been charged off, the related Servicer will discontinue making P&I
Advances, the related Servicer will not be entitled to any additional servicing
compensation in respect of such Charged Off Loan and the Charged Off Loan will
give rise to a Realized Loss. Any such Charged Off Loan, if also
discharged from the Trust, will become a Released 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, and
thereafter, subject to following paragraph, (i) the Class X-1 Certificateholder
will be entitled to any amounts subsequently received in respect of any such
Released Loan (other than as set forth in following paragraph), (ii) the Class
X-1 Certificateholder may designate any servicer to service any such Released
Loan and (iii) the Class X-1 Certificateholder may sell any such Released Loan
to a third party. Once a Released Loan is charged off and discharged
from the Trust pursuant to this Section 3.15(a), the related Servicer shall
not
be obligated to service such Released Loan and the Class X-1 Certificateholder
shall be responsible to provide for the servicing of such Released
Loan. The related Servicer may cease any collection efforts with
respect to such Released Loan, and statements of account may no longer be sent
to such Mortgagor. The related Servicer may write off each Charged
Off and discharged Mortgage Loan as bad debt.
With
respect to any Charged Off Loan that is discharged from the Trust pursuant
to
this Section 3.15(a), in the event that the related Responsible Party or the
Purchaser repurchases such Charged Off Loan due to a breach of a representation
and warranty made by the related Responsible Party or the Purchaser 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 related Responsible Party or the
Purchaser shall be deposited in the related Collection Account by the related
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 11.01 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 11.01 of the Agreement have been
received by the Trustee, the Certificate Insurer and the Master
Servicer.
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.
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GS
MORTGAGE SECURITIES CORP.,
as
Depositor
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By:
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/s/ Xxxxxxxx Xxxx |
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Name:
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Xxxxxxxx Xxxx |
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Title:
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Vice President |
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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
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Name:
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Xxx
Xxxxx
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Title:
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Authorized
Signer
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Signer:
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By:
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/s/
Xxxxxxx Xxxxxx
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Name:
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Xxxxxxx
Xxxxxx
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Title:
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Vice
President
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XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
as
Master Servicer
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By:
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/s/
X. X. Xxxxxxx
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Name:
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X.
X. Xxxxxxx
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Title:
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Assistant
Vice President
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U.S.
BANK NATIONAL ASSOCIATION,
as
Custodian
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By:
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/s/
Saah T. Kemayah
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Name:
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Saah
T. Kemayah
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Title:
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Vice
President
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OCWEN
LOAN SERVICING, LLC,
as
a Servicer
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By:
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/s/
Xxxxxxx Xxxxxxx
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Name:
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Xxxxxxx
Xxxxxxx
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Title:
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Authorized
Representative
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AVELO
MORTGAGE, L.L.C.,
as
a Servicer
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By:
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/s/
J. Xxxxxx Xxxxxxx
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Name:
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J.
Xxxxxx Xxxxxxx
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Title:
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President
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SPECIALIZED
LOAN SERVICING LLC,
as
a Servicer
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By:
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/s/
Xxxx Xxxxx
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Name:
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Xxxx
Xxxxx
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Title:
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SVP/CFO
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PRIOR
CONSENT HERETO IS HEREBY
GIVEN:
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 |
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Name:
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Xxxx Xxxxx |
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Title:
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Managing Director |
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CIFG
ASSURANCE NORTH AMERICA, INC.,
as
Certificate Insurer
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By:
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/s/
Xxxxxx Xxxxxxxxx
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Name:
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Xxxxxx
Xxxxxxxxx
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Title:
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Managing
Director and Vice President
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