GS MORTGAGE SECURITIES CORP., Depositor, OCWEN LOAN SERVICING, LLC, Servicer, and DEUTSCHE BANK NATIONAL TRUST COMPANY, Trustee AMENDMENT NO. 1 dated as of OCTOBER 19, 2007 TO THE POOLING AND SERVICING AGREEMENT DATED AS OF OCTOBER 1, 2006 GSAMP TRUST...
GS
MORTGAGE SECURITIES CORP.,
Depositor,
OCWEN
LOAN SERVICING, LLC,
Servicer,
and
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
Trustee
AMENDMENT
NO. 1 dated as of
OCTOBER
19, 2007 TO THE
DATED
AS
OF OCTOBER 1, 2006
MORTGAGE
PASS-THROUGH CERTIFICATES,
SERIES
2006-S6
AMENDMENT
NO. 1, dated as of October 19, 2007 (this “Amendment”), among GS MORTGAGE
SECURITIES CORP., a Delaware corporation (the “Depositor”), OCWEN LOAN
SERVICING, LLC, a Delaware limited liability company, 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 October 1, 2006 (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 discharged from the Trust and released
by
Ocwen 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 American Home, Fremont or the Sponsor, 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 Sponsor,
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, (iv) (a) 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 (v) 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, expenses arising
out of the Trustee's or Servicer's enforcement of the Sponsor'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 American Home and Fremont, the
Repurchase Price as that term is defined in the related Purchase
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 American Home, Fremont or the Sponsor,
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
(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 this Agreement, the American Home Agreements, the
Fremont Agreements, the Quicken Agreement or the Representations and Warranties
Agreement, the Repurchase Price thereof shall be deposited in the Collection
Account by the 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 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
satisfaction of any related indemnification obligations, shall constitute
the
sole remedy against such Persons respecting such breach available to
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 shall charge off
such
delinquent Mortgage Loan. 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 and the Charged Off Loan will give rise to a Realized Loss. Any
such Charged Off Loan, if also discharged from the Trust, 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 clause (b)(ii) below, (i) the Class X-1 Certificateholder
will be entitled to any amounts subsequently received in respect of any such
Released Loans (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 Servicer shall not be obligated
to service such Mortgage Loan. The Servicer may cease any collection efforts
with respect to such Mortgage Loan, and statements of account may no longer
be
sent to such Mortgagor. The Servicer shall write off each Charged Off Loan
and
discharged 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 American Home, Fremont or the Sponsor,
as applicable, repurchases such Charged Off Loan due to a breach of a
representation and warranty made by American Home, Fremont or the Sponsor,
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 American Home, Fremont
or
the Sponsor, 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.
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 | |
| 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:
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/s/ Hang Xxx | |
| Name: | Hang Xxx | ||
| Title: | Authorized signer | ||
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By:
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/s/ Xxxxxx Xxxxx | |
| Name: | Xxxxxx Xxxxx | ||
| Title: | Associate | ||
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OCWEN
LOAN SERVICING, LLC,
as
Servicer
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By:
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/s/ Xxxxxxx Xxxxxxx | |
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Authorized Representative | ||
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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 | |
