Unassociated Document


    


    


    


    GS
      MORTGAGE SECURITIES CORP.,

     

    Depositor,

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

     

    Master
      Servicer,

     

    OCWEN
      LOAN SERVICING, LLC,

     

    Servicer,

     

    AVELO
      MORTGAGE, L.L.C.,

     

    Servicer,

     

    SPECIALIZED
      LOAN SERVICING LLC,

     

    Servicer,

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

     

    Trustee
      and Supplemental Interest Trust Trustee,

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

     

    Custodian

     

                                                                         

     

    AMENDMENT
      NO. 1 dated as of

    OCTOBER
      19, 2007 TO THE

     

    POOLING
      AND SERVICING AGREEMENT

     

    DATED
      AS
      OF FEBRUARY 1, 2007

     

                                                                        

     

    GSAA
      HOME
      EQUITY TRUST 2007-S1

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

     

    SERIES
      2007-S1

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AMENDMENT
      NO. 1, dated as of October 19, 2007 (this “Amendment”), among GS MORTGAGE
      SECURITIES CORP., a Delaware corporation (the “Depositor”), WELLS FARGO BANK,
      NATIONAL ASSOCIATION, a national banking association, as master servicer (the
      “Master Servicer”), OCWEN LOAN SERVICING, LLC, a Delaware limited liability
      company, as a servicer of certain Mortgage Loans (“Ocwen”), AVELO MORTGAGE,
      L.L.C., a Delaware limited liability company, as a servicer of certain Mortgage
      Loans (“Avelo”), SPECIALIZED LOAN SERVICING LLC, a Delaware limited liability
      company, as a servicer of certain Mortgage Loans (“SLS” and, together with Ocwen
      and Avelo, the “Servicers”), DEUTSCHE BANK NATIONAL TRUST COMPANY, a national
      banking association, as trustee (the “Trustee”) and as supplemental interest
      trust trustee (the “Supplemental Interest Trust Trustee”) and U.S. BANK NATIONAL
      ASSOCIATION, a national banking association, as custodian with respect to
      certain Mortgage Loans (the “Custodian”) in connection with the Pooling and
      Servicing Agreement, dated as of February 1, 2007 (the “Agreement”), among the
      Depositor, the Master Servicer, Servicers, the Trustee, the Supplemental
      Interest Trust Trustee and the 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
      X-1 Certificateholder pursuant to Section 3.15(a).  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 related Responsible Party or the Purchaser 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(a) 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 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
      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) 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 after a Charged Off Loan becomes a Released Loan in accordance with
      Section 3.15(a) 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 Custodian, as applicable, 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 related Servicer, and the Trustee
      or
      the 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 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 the
      Certificateholders, the Depositor, the related Servicer, the 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:

    


    With
      respect to any Mortgage Loan that is 180 days delinquent, the related Servicer
      shall charge off such delinquent Mortgage Loan.  Once a Mortgage Loan
      has been charged off, the related Servicer will discontinue making P&I
      Advances, the related 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 become a Released 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, and
      thereafter, subject to following paragraph, (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 following paragraph), (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 Released Loan is charged off and discharged
      from the Trust pursuant to this Section 3.15(a), the related Servicer shall
      not
      be obligated to service such Released Loan and the Class X-1 Certificateholder
      shall be responsible to provide for the servicing of such Released
      Loan.  The related Servicer may cease any collection efforts with
      respect to such Released Loan, and statements of account may no longer be sent
      to such Mortgagor.  The related Servicer may write off each Charged
      Off 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 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 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 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 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 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 11.01 of the Agreement have been
      received by the Trustee, the Certificate Insurer and the Master
      Servicer.

     

    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

            
	
              Signer:

            	 
	 
	 	 
	
              By:

            	
              /s/
                Melissa Wilman

            
	
              Name:

            	
              Melissa
                Wilman

            
	
              Title:

            	
              Vice
                President

            
	 
	 
	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION,

              as
                Master Servicer

               

            
	 	 
	
              By:

            	
              /s/
                K. M. Daniels

            
	
              Name:

            	
              K.
                M. Daniels

            
	
              Title:

            	
              Assistant
                Vice President

            
	 
	 
	
              U.S.
                BANK NATIONAL ASSOCIATION,

              as
                Custodian

               

            
	 	 
	
              By:

            	
              /s/
                Saah T. Kemayah

            
	
              Name:

            	
              Saah
                T. Kemayah

            
	
              Title:

            	
              Vice
                President

            
	 
	 
	
              OCWEN
                LOAN SERVICING, LLC,

              as
                a Servicer

               

            
	 	 
	
              By:

            	
              /s/
                Richard Delgado

            
	
              Name:

            	
              Richard
                Delgado

            
	
              Title:

            	
              Authorized
                Representative

            
	 
	 
	
              AVELO
                MORTGAGE, L.L.C.,

              as
                a Servicer

               

            
	 	 
	
              By:

            	
              /s/
                J. Weston Moffett

            
	
              Name:

            	
              J.
                Weston Moffett

            
	
              Title:

            	
              President

            
	 
	 
	
              SPECIALIZED
                LOAN SERVICING LLC,

              as
                a Servicer

               

            
	 	 
	
              By:

            	
              /s/
                Toby Wells

            
	
              Name:

            	
              Toby
                Wells

            
	
              Title:

            	
              SVP/CFO

            


    

    


    


    
      	
              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
	 
	 
	
              CIFG
                ASSURANCE NORTH AMERICA, INC.,

              as
                Certificate Insurer

               

            
	 	 
	
              By:

            	
              /s/
                Robert Drillings

            
	
              Name:

            	
              Robert
                Drillings

            
	
              Title:

            	
              Managing
                Director and Vice President