GS MORTGAGE SECURITIES CORP., Depositor, INDYMAC BANK, F.S.B., Servicer, AMERICAN HOME MORTGAGE SERVICING, INC., Servicer, OCWEN LOAN SERVICING, LLC, Servicer, WELLS FARGO BANK, N.A., Master Servicer and Securities Administrator, and DEUTSCHE BANK...
EXHIBIT
4.1
GS
MORTGAGE SECURITIES CORP.,
Depositor,
INDYMAC
BANK, F.S.B.,
Servicer,
AMERICAN
HOME MORTGAGE SERVICING, INC.,
Servicer,
OCWEN
LOAN SERVICING, LLC,
Servicer,
XXXXX
FARGO BANK, N.A.,
Master
Servicer and Securities Administrator,
and
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
Trustee
AMENDMENT
NO. 3 dated as of
JANUARY
25, 2008 TO THE
DATED
AS
OF JUNE 1, 2006
MORTGAGE
PASS-THROUGH CERTIFICATES,
SERIES
2006-S4
AMENDMENT
NO. 3, dated as of January 25, 2008 (this “Amendment”), among GS MORTGAGE
SECURITIES CORP., a Delaware corporation (the “Depositor”), INDYMAC BANK,
F.S.B., a federally chartered savings bank, as a servicer (“IndyMac”), AMERICAN
HOME MORTGAGE SERVICING, INC., a Maryland corporation, as a servicer (“AHMSI”),
OCWEN LOAN SERVICING, LLC, a Delaware limited liability company, as a servicer
(“Ocwen”, and together with IndyMac and AHMSI, the “Servicers”), XXXXX FARGO
BANK, N.A., a national banking association (“Xxxxx Fargo”) as master servicer
(in such capacity, the “Master Servicer”) and securities administrator (in such
capacity, the “Securities Administrator”), 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 June 1,
2006
(the “Agreement”), among the Depositor, the Servicers, the Master Servicer, the
Securities Administrator 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 12.01
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 applicable Servicer to
the
Class X-1 Certificateholder pursuant to Section 3.15(b). 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 Fremont, Indy Mac, American Home 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) 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 Securities
Administrator to the date of repurchase, (iii) all unreimbursed Servicing
Advances, (iv) 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, and (v) all expenses incurred by the applicable Servicer, the Master
Servicer, the Trust or the Trustee, as the case may be, in respect of a breach
or defect, including, without limitation, expenses arising out of any
Servicer’s, the Master Servicer’s or the Trustee’s, as the case may be,
enforcement of the Purchaser’s repurchase obligations, to the extent not
included in clause (iii). With respect to any Mortgage Loan
(including any Released Loan in accordance with Section 3.15(b)(ii) hereof)
repurchased by Fremont, the Repurchase Price as that term is defined in the
Fremont Purchase Agreement. With respect to any Mortgage Loan (including
any
Released Loan in accordance with Section 3.15(b)(ii) hereof) repurchased
by
IndyMac, the Repurchase Price as that term is defined in the IndyMac Purchase
Agreement. With respect to any Mortgage Loan (including any Released Loan
in
accordance with Section 3.15(b)(ii) hereof) repurchased by American Home,
the
Repurchase Price as that term is defined in the American Home Sale
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 Fremont, Indy Mac, American Home
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 (g) of Section 2.03 and replacing it with the following:
(g)
In
the event that a Mortgage Loan (including any Released Loan) shall have been
repurchased pursuant to this Agreement, the Fremont Agreements, the IndyMac
Agreements or the American Home Agreements, the Repurchase Price thereof
shall
be deposited in the Collection Account by the applicable Servicer pursuant
to
Section 3.10 on or before the next 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 Certificateholders to such Person as directed by such
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 satisfaction
of any
related indemnification obligations, shall constitute the sole remedy against
such Persons respecting such breach available to Certificateholders, the
Depositor, the Securities Administrator, the Master Servicer, each 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 applicable
Servicer shall charge off such delinquent Mortgage Loan. Once a
Mortgage Loan has been charged off, such Servicer will discontinue making
P&I Advances, such 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 will be
released from the Trust Fund, will no longer be an asset of any REMIC, and
will
be transferred to the Class X-1 Certificateholders, without recourse, and
thereafter, subject to clause (b)(ii) below, (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 clause (b)(ii) below), (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 Mortgage Loan is charged off and discharged
from the Trust pursuant to this Section 3.15(b)(i), the applicable Servicer
shall not be obligated to service such Mortgage Loan. The applicable
Servicer may cease any collection efforts and shall have no further servicing
obligation with respect to such Mortgage Loan, and statements of account
may no
longer be sent to such Mortgagor. The applicable Servicer shall write
off each charged off Mortgage Loan as bad debt.
(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 Fremont, Indy Mac, American Home
or
the Purchaser, as applicable, repurchases such Charged Off Loan due to a
breach
of a representation and warranty made by Fremont, Indy Mac, American Home
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 Fremont, Indy
Mac, American Home 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 12.01 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 12.01 of the Agreement have been
received by the Trustee, the Master Servicer and the Securities
Administrator.
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:
/s/
Xxxxxxxx
Xxxx
Name:
Xxxxxxxx Xxxx
Title: Vice
President
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DEUTSCHE
BANK NATIONAL TRUST COMPANY,
solely
as Trustee and not in its individual capacity
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By:
/s/
Xxx
Xxxxx
Name:
Xxx Xxxxx
Title: Authorized
Signer
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By:
/s/
Xxxxxx
Xxxxx
Name:
Xxxxxx Xxxxx
Title: Authorized
Signer
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XXXXX
FARGO BANK, N.A.,
as
Master Servicer and Securities Administrator
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By:
/s/
Xxxxx X.
Xxxxxxx
Name:
Xxxxx X. Xxxxxxx
Title: Assistant
Vice President
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OCWEN
LOAN SERVICING, LLC,
as
Servicer
By:
/s/
Xxxxxxx
Xxxxxxx
Name:
Xxxxxxx Xxxxxxx
Title: Authorized
Representative
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AMERICAN
HOME MORTGAGE SERVICING, INC.,
as
Servicer
By:
/s/
Xxxxx X.
Xxxxxxxx
Name:
Xxxxx X. Xxxxxxxx
Title: Executive
Vice President
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INDYMAC
BANK, F.S.B.,
as
Servicer
By:
/s/
Xxxx
Xxxxxxxx
Name:
Xxxx Xxxxxxxx
Title: Vice
President
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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
By:
/s/
Xxxx
Xxxxx
Name:
Xxxx Xxxxx
Title: Managing
Director
