Unassociated Document


    


    


    


    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

     

    POOLING
      AND SERVICING AGREEMENT

     

    DATED
      AS
      OF JULY 1, 2005

     

                                                                        

     

    FFMLT
      TRUST 2005-FFA

     

    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 McGraw-Hill Companies, Inc. and Moody's 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.

     

    
      


      
        	
                GS
                  MORTGAGE SECURITIES CORP.,

                as
                  Depositor

                 

              
	 	 
	
                By:

              	/s/ Michelle
                Gill
	
                Name:

              	Michelle
                Gill 
	
                Title:

              	Vice
                President 
	 
	 
	
                
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY,

                  solely
                    as Trustee and not in its individual capacity

                

                 

              
	 	 
	
                By:

              	
                /s/
                  Manuel Rivas

              
	
                Name:

              	
                Manuel
                  Rivas

              
	
                Title:

              	
                Authorized
                  Signer

              
	 
	 	 
	
                By:

              	
                /s/
                  Jennifer
                  Hermansader

              
	
                Name:

              	
                Jennifer
                  Hermansader

              
	
                Title:

              	
                Associate

              
	 
	 
	
                
                  U.S.
                    BANK NATIONAL ASSOCIATION, as successor to WACHOVIA BANK, NATIONAL
                    ASSOCIATION,

                  solely
                    as Co-Trustee and not in its individual capacity

                

                 

              
	 	 
	
                By:

              	
                /s/
                  Mildred
                  F. Smith

              
	
                Name:

              	
                Mildred
                  F. Smith

              
	
                Title:

              	
                Vice
                  President

              
	 
	 
	
                
                  HOME
                    LOAN SERVICES, INC.,

                  as
                    Servicer

                

                 

              
	 	 
	
                By:

              	
                /s/
                  Steven A. Baranet

              
	
                Name:

              	
                Steven
                  A. Baranet

              
	
                Title:

              	
                Vice
                  President

              


      

      


    

    


     

    


    


    
      	
              PRIOR
                CONSENT HERETO IS HEREBY

              GIVEN:

               

              GOLDMAN,
                SACHS & CO., as Holder of

              Class
                X-1 Certificates representing

              a
                100.00% Percentage Interest in such Class

               

            
	 	 
	
              By:

            	/s/
              Greg Finck
	
              Name:

            	Greg
              Finck
	
              Title:

            	Managing
              Director