GS MORTGAGE SECURITIES CORP., Depositor, HOME LOAN SERVICES, INC., Servicer, DEUTSCHE BANK NATIONAL TRUST COMPANY, Trustee, and Co-Trustee AMENDMENT NO. 1 dated as of OCTOBER 19, 2007 TO THE POOLING AND SERVICING AGREEMENT DATED AS OF JULY 1, 2005...
GS
MORTGAGE SECURITIES CORP.,
Depositor,
HOME
LOAN
SERVICES, INC.,
Servicer,
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
Trustee,
and
U.S.
BANK
NATIONAL ASSOCIATION,
Co-Trustee
AMENDMENT
NO. 1 dated as of
OCTOBER
19, 2007 TO THE
DATED
AS
OF JULY 1, 2005
MORTGAGE
PASS-THROUGH CERTIFICATES,
SERIES
2005-FFA
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. (successor to NATIONAL CITY HOME LOAN SERVICES, INC.), a Delaware
corporation, as servicer (the “Servicer”), DEUTSCHE BANK NATIONAL TRUST COMPANY,
a national banking association, as trustee (the “Trustee”), and U.S. BANK
NATIONAL ASSOCIATION, as successor to WACHOVIA BANK, NATIONAL ASSOCIATION,
a
national banking association, as co-trustee (the “Co-Trustee”) in connection
with the Pooling and Servicing Agreement, dated as of July 1, 2005 (the
“Agreement”), among the Depositor, the Servicer, the Responsible Party, the
Trustee and the Co-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(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 the Responsible Party 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 repurchased by the
Responsible Party, the “Repurchase Price” as defined in the 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 the Responsible Party 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 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 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 not a Covered Loan or for which coverage
is
not available under the Mortgage Pool Insurance Policy 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 will be released from the Trust Fund on the date such Charged Off
Loan
becomes 210 days delinquent (a “Released Loan”), will no longer be an asset of
any 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)
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 Servicer shall not be obligated to service such Mortgage
Loan. The Servicer may cease any collection efforts with respect to
such Mortgage Loan.
(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 repurchases such
Charged Off Loan due to a breach of a representation and warranty made by the
Responsible Party 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 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 |
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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 not in its individual capacity
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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/
Xxxxxxxx
Xxxxxxxxxxx
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Name:
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Xxxxxxxx
Xxxxxxxxxxx
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Title:
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Associate
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U.S.
BANK NATIONAL ASSOCIATION, as successor to WACHOVIA BANK, NATIONAL
ASSOCIATION,
solely
as Co-Trustee and not in its individual capacity
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By:
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/s/
Xxxxxxx
X. Xxxxx
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Name:
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Xxxxxxx
X. Xxxxx
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Title:
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Vice
President
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HOME
LOAN SERVICES, INC.,
as
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
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 |
