Unassociated Document


    


    


    


    GS
      MORTGAGE SECURITIES CORP.,

     

    Depositor,

     

    WELLS
      FARGO BANK, N.A.,

     

    Group
      I
      Master Servicer,

     

    OCWEN
      LOAN SERVICING, LLC,

     

    Group
      I
      Servicer,

     

    AVELO
      MORTGAGE L.L.C.,

     

    Group
      I
      Servicer,

     

    HOME
      LOAN
      SERVICES, INC.,

     

    Group
      II
      Servicer,

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

     

    Trustee
      and Supplemental Interest Trust Trustee,

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

     

    Group
      I
      Custodian

     

                                                                         

     

    AMENDMENT
      NO. 1 dated as of

    OCTOBER
      19, 2007 TO THE

     

    POOLING
      AND SERVICING AGREEMENT

     

    DATED
      AS
      OF DECEMBER 1, 2006

     

                                                                        

     

    GSAA
      HOME
      EQUITY TRUST 2006-S1

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

     

    SERIES
      2006-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,
      N.A., a national banking association, as master servicer of the Group I Mortgage
      Loans (the “Group I Master Servicer”), OCWEN LOAN SERVICING, LLC, a Delaware
      limited liability company, as servicer of certain Group I Mortgage Loans
      (“Ocwen”), Avelo Mortgage L.L.C., a Delaware limited liability company, as
      servicer of certain Group I Mortgage Loans (“Avelo” and, together with Ocwen,
      the “Group I Servicers”), HOME LOAN SERVICES, INC. (successor to NATIONAL CITY
      HOME LOAN SERVICES, INC.), a Delaware corporation, as servicer of the Group
      II
      Mortgage Loans (the “Group II Servicer”), DEUTSCHE BANK NATIONAL TRUST COMPANY,
      a national banking association, as trustee (the “Trustee”), and U.S. BANK
      NATIONAL ASSOCIATION, a national banking association, as custodian with respect
      to certain Group I Mortgage Loans (the “Group I Custodian”) in connection with
      the Pooling and Servicing Agreement, dated as of December 1, 2006 (the
“Agreement”), among the Depositor, Group I Master Servicer, Group I Servicers,
      Group II Servicer, the Trustee and the Group I 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
      I-X-1 Certificateholder or Class II-X-1 Certificateholder, as applicable,
      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 Purchaser
      or
      the related Responsible Party with respect to a Released Loan shall be included
      in the related 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) or (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 related Servicer, the Trust, the Trustee or the Group
      I
      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 Group I 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) or (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 related Responsible Party or the
      Purchaser, as applicable, after a Charged Off Loan becomes a Released Loan
      in
      accordance with Section 3.15 (a) or (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 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 Group I Custodian, as applicable, shall release the related
      Custodial File held for the benefit of the related Certificateholders to such
      Person as directed by the related Servicer, and the Trustee or the Group I
      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 Group I 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 related
      Certificateholders, the Depositor, the related Servicer, the Group I 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:

    


    (a)
      With
      respect to any Group I Mortgage Loan that is 180 days delinquent, the related
      Group I Servicer shall charge off such delinquent Mortgage Loan.  Once
      a Group I Mortgage Loan has been charged off, the related Group I Servicer
      will
      discontinue making P&I Advances, the related Group I 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 I-X-1 Certificateholders, without recourse, (except
      that such Charged Off Loan will be subject to being repurchased pursuant to
      Section 2.03(f) and upon payment of the Repurchase Price to the applicable
      Servicer for deposit into the related Collection Account, the Class X-1
      Certificateholder shall transfer such Charged Off Loan to the related
      Responsible Party) and thereafter, subject to the following paragraph, (i)
      the
      Class I-X-1 Certificateholder will be entitled to any amounts subsequently
      received in respect of any such Released Loan (other than as set forth in the
      following paragraph), (ii) the Class I-X-1 Certificateholder may designate
      any
      servicer to service any such Released Loan and (iii) the Class I-X-1
      Certificateholder may sell any such Released Loan to a third
      party.  Once a Group I Mortgage Loan is charged off and discharged
      from the Trust pursuant to this Section 3.15(a), the related Group I Servicer
      shall not be obligated to service such Group I Mortgage Loan.  The
      related Group I Servicer may cease any collection efforts with respect to such
      Group I Mortgage Loan, and statements of account may no longer be sent to such
      Mortgagor.  The related Group I Servicer may write off each Charged
      Off Loan 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, as
      applicable, with respect to such Charged Off Loan, the Repurchase Price paid
      by
      the related Responsible Party or the Purchaser, as applicable, 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 related
      Available Funds as a Subsequent Recovery.

    


    7.           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 Group II Mortgage Loan that is 180 days delinquent, the Group
      II
      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 Group II Servicer determines that
      no such recovery is probable, it shall charge off the related Group II Mortgage
      Loan at the time it becomes 180 days delinquent.  Once a Group II
      Mortgage Loan has been charged off, the Group II Servicer will discontinue
      making P&I Advances, the Group II 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 Group II Servicer reasonably determines that such net
      recovery is possible through foreclosure proceedings or other liquidation of
      the
      related Mortgaged Property on a Group II Mortgage Loan that becomes 180 days
      delinquent, the Group II Servicer need not charge off the Mortgage Loan and
      may
      continue making P&I Advances, and the Group II Servicer will continue to be
      entitled to its Servicing Fees on such Mortgage Loans.

     

    Any
      Group II Mortgage Loan that is
      charged off, pursuant to the preceding paragraph, may continue to be serviced
      by
      the Group II Servicer using specialized collection procedures (including
      foreclosure, if appropriate) to the extent the Group II Servicer reasonably
      believes that such procedures may result in future recoveries on such Mortgage
      Loan.  The Group II Servicer will be entitled to Servicing Fees and
      reimbursement of expenses in connection with such Group II 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
      Group II Mortgage Loans for which it is using specialized collection
      procedures.  Any such Group II Mortgage Loans serviced in accordance
      with the specialized collection procedures shall be serviced for approximately
      six months.  Any net recoveries received on such Group II 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 Group II Servicer begins servicing such Group II Mortgage Loans using the
      specialized collection procedures, unless specific net recoveries are
      anticipated by the Group II Servicer on a particular Group II 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 II-X-1
      Certificateholders, without recourse, and thereafter, subject to clause (b)(ii)
      below,  (i) the Class II-X-1 Certificateholder, as identified with
      contact information in writing to the Group II Servicer by the Depositor, 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), subject to the Group
      II
      Servicer’s fees described below, (ii) the Class II-X-1 Certificateholder may
      designate any servicer to service any such Released Loan, (iii) the Class II-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
      Group II Servicer, the Group II 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 Group II Servicer on such Charged Off Loan.
      With
      respect to any Group II Mortgage Loan that is charged off at the time it becomes
      180 days delinquent, to the extent the Group II Servicer does not begin using
      specialized collection procedures with respect to such Group II Mortgage Loan,
      such Group II 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 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, 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 related Responsible
      Party or the Purchaser, as applicable, 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 related Available Funds as a Subsequent
      Recovery.

    


    8.           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 and the Group I Master Servicer.

     

    9.           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/
                Manuel Rivas

            
	
              Name:

            	
              Manuel
                Rivas

            
	
              Title:

            	
              Authorized
                Signer

            
	 
	 	 
	
              By:

            	
              /s/
                Mei Nghia

            
	
              Name:

            	
              Mei
                Nghia

            
	
              Title:

            	
              Authorized
                Signer

            
	 
	 
	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION,

              as
                Group I Master Servicer

               

            
	 	 
	
              By:

            	
              /s/
                K. M. Daniels

            
	
              Name:

            	
              K.
                M. Daniels

            
	
              Title:

            	
              Assistant
                Vice President

            
	 
	 
	
              U.S.
                BANK NATIONAL ASSOCIATION,

              as
                Group I Custodian

               

            
	 	 
	
              By:

            	
              /s/
                Saah T. Kemaya

            
	
              Name:

            	
              Saah
                T. Kemaya

            
	
              Title:

            	
              Vice
                President

            
	 
	 
	
              OCWEN
                LOAN SERVICING, LLC,

              as
                a Group I Servicer

               

            
	 	 
	
              By:

            	
              /s/
                Richard Delgado

            
	
              Name:

            	
              Richard
                Delgado

            
	
              Title:

            	
              Authorized
                Representative

            
	 
	 
	
              AVELO
                MORTGAGE, L.L.C.,

              as
                a Group I Servicer

               

            
	 	 
	
              By:

            	
              /s/
                J. Weston Moffett

            
	
              Name:

            	
              J.
                Weston Moffett

            
	
              Title:

            	
              President

            
	 
	 
	
              HOME
                LOAN SERVICES, INC.,

              as
                Group II 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
                I-X-1 Certificates and Class II-X-1 Certificates representing a 100.00%
                Percentage Interest in each such Class

               

            
	 	 
	
              By:

            	/s/
              Greg Finck 
	
              Name:

            	Greg
              Finck 
	
              Title:

            	Managing
              Director