Unassociated Document


    EXHIBIT
      4.1


    


    


    GS
      MORTGAGE SECURITIES CORP.,

     

    Depositor,

     

    HOME
      LOAN
      SERVICES, INC.,

     

    Servicer,

     

    and

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

     

    Trustee
      and Supplemental Interest Trust Trustee

     

                                                                         

     

    AMENDMENT
      NO. 1 dated as of

    OCTOBER
      19, 2007 TO THE

     

    POOLING
      AND SERVICING AGREEMENT

     

    DATED
      AS
      OF APRIL 1, 2007

     

                                                                        

     

    FFMLT
      2007-FFB-SS

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

     

    SERIES
      2007-FFB-SS

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    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., a Delaware corporation, 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
      April 1, 2007 (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 released by the Servicer to the Class X-1
      Certificateholder, 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 Responsible Party 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), (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 (including any Released
      Loan in accordance with Section 3.15(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 Responsible Party 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 (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 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 shall release the related
      Custodial File held for the benefit of the related Certificateholders and the
      Certificate Insurer 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 related 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 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 Servicer determines that no such recovery
      is probable, it shall charge off the related Mortgage Loan at the time it
      becomes 180 days delinquent.  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 (except as provided below), and the Charged Off Loan will
      give
      rise to a Realized Loss.  If the Servicer reasonably determines that
      such net recovery is possible through foreclosure proceedings or other
      liquidation of the related Mortgaged Property on a Mortgage Loan that becomes
      180 days delinquent, the Servicer need not charge off the Mortgage Loan and
      may
      continue making P&I Advances, and the Servicer will continue to be entitled
      to its Servicing Fees on such Mortgage Loans.

     

    Any
      Mortgage Loan that is charged off, pursuant to the preceding paragraph, may
      continue to be serviced by the Servicer using specialized collection procedures
      (including foreclosure, if appropriate) to the extent the Servicer reasonably
      believes that such procedures may result in future recoveries on such Mortgage
      Loan.  The Servicer will be entitled to Servicing Fees and
      reimbursement of expenses in connection with such 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 Mortgage Loans
      for which it is using specialized collection procedures.  Any such
      Mortgage Loans serviced in accordance with the specialized collection procedures
      shall be serviced for approximately six months.  Any net recoveries
      received on such 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 Servicer begins servicing such Mortgage Loans using the specialized
      collection procedures, unless specific net recoveries are anticipated by the
      Servicer on a particular 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 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 or the Purchaser, as
      applicable) and thereafter, subject to clause (b)(ii) below, (i) the Class
      X-1
      Certificateholder, as identified with contact information in writing to the
      Servicer by the Depositor, 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), subject to the Servicer’s fees described below, (ii) the Class X-1
      Certificateholder may designate any servicer to service any such Released Loan
      (iii) the Class 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 Servicer, the 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 Servicer on such Charged Off Loan. With respect
      to any Mortgage Loan that is charged off at the time it becomes 180 days
      delinquent, to the extent the Servicer does not begin using specialized
      collection procedures with respect to such Mortgage Loan, such 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 Responsible Party or the Purchaser,
      as applicable, repurchases such Charged Off Loan due to a breach of a
      representation and warranty made by the 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 Responsible Party 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 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 and the Certificate Insurer.

     

    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 Supplemental Interest Trust Trustee

              

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/
              Mei Nghia	 
	 	Name: 
	Mei Nghia 	 
	 	Title:	Authorized
              signer	 
	 	 	 	 


    

     

    
      	
               

            	
              By:
                

            	/s/
              Melissa
              Wilman	 
	 	Name: 
	Melissa
              Wilman	 
	 	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	 
	 	 	 


    

     

    
      	
              
                XL
                  CAPITAL ASSURANCE INC.,

                as
                  Certificate Insurer

              

            	 
	 	 	 
	
              By:
                

            	/s/
              Christine
              Brunie	 
	Name: 
	Christine
              Brunie	 
	Title:	Managing
              Director