Unassociated Document


    EXHIBIT
      4.1

    


    


    GS
      MORTGAGE SECURITIES CORP.,

     

    Depositor,

     

    OCWEN
      LOAN SERVICING, LLC,

     

    Servicer,

     

    THE
      BANK
      OF NEW YORK TRUST COMPANY, N.A.,

     

    Custodian,

     

    WELLS
      FARGO BANK, N.A.,

     

    Custodian,

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

     

    Custodian,

     

    and

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

     

    Trustee
      and Custodian

     

    __________________________________

     

    AMENDMENT
      NO. 1 dated as of

    OCTOBER
      19, 2007 TO THE

     

    POOLING
      AND SERVICING AGREEMENT

     

    DATED
      AS
      OF APRIL 1, 2006

     

    __________________________________

     

    GSAMP
      TRUST 2006-S3

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

     

    SERIES
      2006-S3

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    AMENDMENT
      NO. 1, dated as of October 19, 2007 (this “Amendment”), among GS MORTGAGE
      SECURITIES CORP., a Delaware corporation (the “Depositor”), OCWEN LOAN
      SERVICING, LLC, a Delaware limited liability company (“Ocwen” or the
“Servicer”), THE BANK OF NEW YORK TRUST COMPANY, N.A. as successor in interest
      to J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, a national banking
      association (“Bank of New York” and a “Custodian”), WELLS FARGO BANK, N.A., a
      national banking association (“Wells Fargo” and a “Custodian”), U.S. BANK
      NATIONAL ASSOCIATION, a national banking association (“U.S. Bank” and a
“Custodian”), and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking
      association, as trustee (the “Trustee”) and as a custodian in connection with
      the Pooling and Servicing Agreement, dated as of April 1, 2006 (the
“Agreement”), among the Depositor, the Servicer, the Custodians 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 Ocwen 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 Freemont, Long
      Beach 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) repurchased by Long Beach or
      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) in the case of the Purchaser only,
      all unreimbursed Servicing Advances, (iv) (a) in the case of the Purchaser
      only, 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 or (b) in the case of Long Beach, any costs and damages incurred by the
      Trust in connection with the fact that such Mortgage Loan at the time it was
      made failed to comply with applicable federal, state or local predatory and
      abusive lending laws, to the extent such costs and damages result from a breach
      by Long Beach of the representation and warranty set forth in Section 3.1(h)
      or
      Section 3.1(tt) of the Long Beach Purchase Agreement, and (v) in the case of
      the
      Purchaser only, 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, expenses arising out of the Trustee’s or Servicer’s enforcement of
      the Purchaser’s repurchase obligations, to the extent not included in clause
      (iii).  With respect to any Mortgage Loan repurchased by Fremont
      (including any Released Loan in accordance with Section 3.15(b)(ii) hereof),
      the
      Repurchase Price as that term is defined in the Fremont 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 Fremont, Long Beach 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
      (h)
      of Section 2.03 and replacing it with the following:

    


     

    (h)  In
      the event that a Mortgage Loan (including any Released Loan) shall have been
      repurchased pursuant to this Agreement, the Fremont Agreements, the Long Beach
      Agreements or the Representations and Warranties Agreement, the Repurchase
      Price
      thereof 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 applicable Custodian shall release the related
      Custodial File held for the benefit of the Certificateholders to such Person
      as
      directed by the Servicer, and the applicable Custodian 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
      satisfaction of 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 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, will no longer
      be an
      asset of any REMIC, and will be transferred to the Class X-1 Certificateholders,
      without recourse, 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, and statements of account may no longer be sent to such
      Mortgagor.  The Servicer shall write off each charged off Mortgage
      Loan as bad debt.

    


    (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 Fremont, Long Beach or the Purchaser,
      as
      applicable, repurchases such Charged Off Loan due to a breach of a
      representation and warranty made by Fremont, Long Beach 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 Fremont, Long Beach 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.

     

    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 Custodian and not in its individual
                capacity

            
	 
	
              By:

            	 /s/
              Hang Luu
	
              Name:

            	 Hang
              Luu
	
              Title:

            	 Authorized
              Signer
	 
	
              By:

            	 /s/
              Marion Hogan
	
              Name:

            	 Marion
              Hogan
	
              Title:

            	Associate 
	 
	 
	
              OCWEN
                LOAN SERVICING, LLC,

            
	
              as
                Servicer

            
	 
	
              By:

            	 /s/
              Richard Delgado
	
              Name:

            	 Richard
              Delgado
	
              Title:

            	 Authorized
              Representative
	 
	 
	
              THE
                BANK OF NEW YORK TRUST COMPANY, N.A. as successor in interest to
                J.P.
                MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as
                Custodian

            
	 
	
              By:

            	 /s/
              Carolyn K. Brown
	
              Name:

            	 Carolyn
              K. Brown
	
              Title:

            	 Vice
              President
	 
	 
	
              WELLS
                FARGO BANK, N.A.,

            
	
              as
                Custodian

            
	 
	
              By:

            	 /s/
              Mary Hogan
	
              Name:

            	 Mary
              Hogan
	
              Title:

            	 Vice
              President
	 
	 
	
              U.S.
                BANK NATIONAL ASSOCIATION,

            
	
              as
                Custodian

            
	 
	
              By:

            	 /s/
              Saah T. Kemayah
	
              Name:

            	 Saah
              T. Kemayah
	
              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