Unassociated Document


    
       

      GS
        MORTGAGE SECURITIES CORP.,

       

      Depositor,

       

      OCWEN
        LOAN SERVICING, LLC,

       

      Servicer,

       

      and

       

      DEUTSCHE
        BANK NATIONAL TRUST COMPANY,

       

      Trustee

       

                                                                           

       

      AMENDMENT
        NO. 1 dated as of

      OCTOBER
        19, 2007 TO THE

       

      POOLING
        AND SERVICING AGREEMENT

       

      DATED
        AS
        OF OCTOBER 1, 2006

       

                                                                          

       

      GSAMP
        TRUST 2006-S6

       

      MORTGAGE
        PASS-THROUGH CERTIFICATES,

       

      SERIES
        2006-S6

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      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, 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 October 1, 2006 (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 discharged from the Trust and 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 American Home, Fremont or the Sponsor, 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 the Sponsor,
        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, (iv) (a) 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 (v) 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 Sponsor's repurchase
        obligations, to the extent not included in clause (iii).

       

      With
        respect to any Mortgage Loan (including any Released Loan in accordance with
        Section 3.15(b)(ii) hereof) repurchased by American Home and Fremont, the
        Repurchase Price as that term is defined in the related 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 American Home, Fremont or the Sponsor,
        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
        (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 this Agreement, the American Home Agreements, the
        Fremont Agreements, the Quicken Agreement 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 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
        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, if also discharged from the Trust, 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 clause (b)(ii) below, (i) the Class X-1 Certificateholder
        will be entitled to any amounts subsequently received in respect of any such
        Released Loans (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 Loan
        and
        discharged 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 American Home, Fremont or the Sponsor,
        as applicable, repurchases such Charged Off Loan due to a breach of a
        representation and warranty made by American Home, Fremont or the Sponsor,
        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 American Home, Fremont
        or
        the Sponsor, 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 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	 
	 	 	 	 


    

     

    
      	
              
                
                  
                    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