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. 2 dated as of

    NOVEMBER
      16, 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. 2, dated as of November 16, 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 “WAC Cap” and replacing it with the following:

    


    WAC
      Cap:  With respect to any Distribution Date, a per annum rate equal to
      (i) (A) the weighted average of the Adjusted Net Mortgage Interest Rates then
      in
      effect on the beginning of the related Due Period on the Mortgage Loans (less,
      in the case of the Class A Certificates, the Premium Percentage) less (B) Net
      Swap Payments, if any, for that Distribution Date, and Swap Termination Payments
      (other than Defaulted Swap Termination Payments) owed to the Swap Provider,
      if
      any, for that Distribution Date, divided by the Stated Principal Balance of
      the
      Mortgage Loans then in effect on the beginning of the related Due Period,
      multiplied by 12, and (ii) with respect to each Class of Offered Certificates
      and the Class M-6 Certificates, multiplied by a fraction, the numerator of
      which
      is 30 and the denominator of which is the actual number of days in the related
      Interest Accrual Period related to such Distribution Date.  For
      federal income tax purposes, the equivalent of the foregoing shall be expressed
      as the weighted average of the REMIC II Remittance Rates on each REMIC II
      Regular Interest (other than REMIC II Regular Interest SWAP-IO, weighted on
      the
      basis of the Uncertificated Balance of each such REMIC II Regular
      Interest.

     

    3.           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.

     

    4.           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 Whilman

              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:

     

    XL
      CAPITAL ASSURANCE INC.,

    as
      Certificate Insurer

    


    By:            
      /s/ Linda
      Kobrin                  


    Name:     
       Linda
      Kobrin                        

    Title:   
          Managing
      Director