GS MORTGAGE SECURITIES CORP., Depositor, WELLS FARGO BANK, N.A., Group I Master Servicer, OCWEN LOAN SERVICING, LLC, Group I Servicer, AVELO MORTGAGE L.L.C., Group I Servicer, HOME LOAN SERVICES, INC., Group II Servicer, DEUTSCHE BANK NATIONAL TRUST...
GS
MORTGAGE SECURITIES CORP.,
Depositor,
XXXXX
FARGO BANK, N.A.,
Group
I
Master Servicer,
OCWEN
LOAN SERVICING, LLC,
Group
I
Servicer,
AVELO
MORTGAGE L.L.C.,
Group
I
Servicer,
HOME
LOAN
SERVICES, INC.,
Group
II
Servicer,
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
Trustee
and Supplemental Interest Trust Trustee,
and
U.S.
BANK
NATIONAL ASSOCIATION,
Group
I
Custodian
AMENDMENT
NO. 1 dated as of
OCTOBER
19, 2007 TO THE
DATED
AS
OF DECEMBER 1, 2006
MORTGAGE
PASS-THROUGH CERTIFICATES,
SERIES
2006-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,
N.A., a national banking association, as master servicer of the Group I Mortgage
Loans (the “Group I Master Servicer”), OCWEN LOAN SERVICING, LLC, a Delaware
limited liability company, as servicer of certain Group I Mortgage Loans
(“Ocwen”), Avelo Mortgage L.L.C., a Delaware limited liability company, as
servicer of certain Group I Mortgage Loans (“Avelo” and, together with Ocwen,
the “Group I Servicers”), HOME LOAN SERVICES, INC. (successor to NATIONAL CITY
HOME LOAN SERVICES, INC.), a Delaware corporation, as servicer of the Group
II
Mortgage Loans (the “Group II Servicer”), DEUTSCHE BANK NATIONAL TRUST COMPANY,
a national banking association, as trustee (the “Trustee”), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as custodian with respect
to certain Group I Mortgage Loans (the “Group I Custodian”) in connection with
the Pooling and Servicing Agreement, dated as of December 1, 2006 (the
“Agreement”), among the Depositor, Group I Master Servicer, Group I Servicers,
Group II Servicer, the Trustee and the Group I 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
I-X-1 Certificateholder or Class II-X-1 Certificateholder, as applicable,
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 Purchaser
or
the related Responsible Party with respect to a Released Loan shall be included
in the related 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) or (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 related Servicer, the Trust, the Trustee or the Group
I
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 Group I 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) or (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 related Responsible Party or the
Purchaser, as applicable, after a Charged Off Loan becomes a Released Loan
in
accordance with Section 3.15 (a) or (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 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 Group I Custodian, as applicable, shall release the related
Custodial File held for the benefit of the related Certificateholders to such
Person as directed by the related Servicer, and the Trustee or the Group I
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 Group I 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 related
Certificateholders, the Depositor, the related Servicer, the Group I 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:
(a)
With
respect to any Group I Mortgage Loan that is 180 days delinquent, the related
Group I Servicer shall charge off such delinquent Mortgage Loan. Once
a Group I Mortgage Loan has been charged off, the related Group I Servicer
will
discontinue making P&I Advances, the related Group I 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 I-X-1 Certificateholders, without recourse, (except
that such Charged Off Loan will be subject to being repurchased pursuant to
Section 2.03(f) and upon payment of the Repurchase Price to the applicable
Servicer for deposit into the related Collection Account, the Class X-1
Certificateholder shall transfer such Charged Off Loan to the related
Responsible Party) and thereafter, subject to the following paragraph, (i)
the
Class I-X-1 Certificateholder will be entitled to any amounts subsequently
received in respect of any such Released Loan (other than as set forth in the
following paragraph), (ii) the Class I-X-1 Certificateholder may designate
any
servicer to service any such Released Loan and (iii) the Class I-X-1
Certificateholder may sell any such Released Loan to a third
party. Once a Group I Mortgage Loan is charged off and discharged
from the Trust pursuant to this Section 3.15(a), the related Group I Servicer
shall not be obligated to service such Group I Mortgage Loan. The
related Group I Servicer may cease any collection efforts with respect to such
Group I Mortgage Loan, and statements of account may no longer be sent to such
Mortgagor. The related Group I Servicer may write off each Charged
Off Loan 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, as
applicable, with respect to such Charged Off Loan, the Repurchase Price paid
by
the related Responsible Party or the Purchaser, as applicable, 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 related
Available Funds as a Subsequent Recovery.
7. 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 Group II Mortgage Loan that is 180 days delinquent, the Group
II
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 Group II Servicer determines that
no such recovery is probable, it shall charge off the related Group II Mortgage
Loan at the time it becomes 180 days delinquent. Once a Group II
Mortgage Loan has been charged off, the Group II Servicer will discontinue
making P&I Advances, the Group II 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 Group II Servicer reasonably determines that such net
recovery is possible through foreclosure proceedings or other liquidation of
the
related Mortgaged Property on a Group II Mortgage Loan that becomes 180 days
delinquent, the Group II Servicer need not charge off the Mortgage Loan and
may
continue making P&I Advances, and the Group II Servicer will continue to be
entitled to its Servicing Fees on such Mortgage Loans.
Any
Group II Mortgage Loan that is
charged off, pursuant to the preceding paragraph, may continue to be serviced
by
the Group II Servicer using specialized collection procedures (including
foreclosure, if appropriate) to the extent the Group II Servicer reasonably
believes that such procedures may result in future recoveries on such Mortgage
Loan. The Group II Servicer will be entitled to Servicing Fees and
reimbursement of expenses in connection with such Group II 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
Group II Mortgage Loans for which it is using specialized collection
procedures. Any such Group II Mortgage Loans serviced in accordance
with the specialized collection procedures shall be serviced for approximately
six months. Any net recoveries received on such Group II 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 Group II Servicer begins servicing such Group II Mortgage Loans using the
specialized collection procedures, unless specific net recoveries are
anticipated by the Group II Servicer on a particular Group II 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 II-X-1
Certificateholders, without recourse, and thereafter, subject to clause (b)(ii)
below, (i) the Class II-X-1 Certificateholder, as identified with
contact information in writing to the Group II Servicer by the Depositor, 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), subject to the Group
II
Servicer’s fees described below, (ii) the Class II-X-1 Certificateholder may
designate any servicer to service any such Released Loan, (iii) the Class II-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
Group II Servicer, the Group II 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 Group II Servicer on such Charged Off Loan.
With
respect to any Group II Mortgage Loan that is charged off at the time it becomes
180 days delinquent, to the extent the Group II Servicer does not begin using
specialized collection procedures with respect to such Group II Mortgage Loan,
such Group II 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 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, 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 related Responsible
Party or the Purchaser, as applicable, 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 related Available Funds as a Subsequent
Recovery.
8. 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 and the Group I Master Servicer.
9. 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/
Xxxxxx Xxxxx
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Name:
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Xxxxxx
Xxxxx
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Title:
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Authorized
Signer
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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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XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
as
Group I 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
Group I Custodian
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By:
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/s/
Saah T. Kemaya
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Name:
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Saah
T. Kemaya
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Title:
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Vice
President
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OCWEN
LOAN SERVICING, LLC,
as
a Group I 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 Group I 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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HOME
LOAN SERVICES, INC.,
as
Group II Servicer
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By:
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/s/
Xxxxxx X. Xxxxxxx
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Name:
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Xxxxxx
X. Xxxxxxx
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Title:
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Vice
President
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PRIOR
CONSENT HERETO IS HEREBY
GIVEN:
XXXXXXX,
XXXXX & CO., as Holder of
Class
I-X-1 Certificates and Class II-X-1 Certificates representing a 100.00%
Percentage Interest in each 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 |
