Unassociated Document


    EXHIBIT
      4.1

    


    


    GS
      MORTGAGE SECURITIES CORP.,

     

    Depositor,

     

    OCWEN
      LOAN SERVICING, LLC,

     

    Servicer,

     

    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 AUGUST 1, 2006

     

    __________________________________

     

    GSAMP
      TRUST 2006-S5

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

     

    SERIES
      2006-S5

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    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”), U.S. BANK NATIONAL ASSOCIATION, a national banking association
      (“U.S. Bank” and the “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 August 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 Fremont, Impac
      Funding, NC Capital, Meritage, Residential Funding 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 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,
      (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 Purchaser’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 Fremont, Impac Funding, NC Capital,
      Meritage and Residential Funding, 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 Fremont, Impac Funding, NC Capital,
      Meritage, Residential Funding 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 Impac
      Funding Agreements, the NC Capital Agreements, the Meritage Agreements, the
      Residential Funding 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 Custodian or the Trustee, as
      applicable, 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 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, Impac Funding, NC Capital,
      Meritage, Residential Funding or the Purchaser, as applicable, repurchases
      such
      Charged Off Loan due to a breach of a representation and warranty made by
      Fremont, Impac Funding, NC Capital, Meritage, Residential Funding 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, Impac
      Funding, NC Capital, Meritage, Residential Funding 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 as a custodian

            
	 	 
	 	
              By:

            	/s/   Hang
              Luu
	 	
              Name:

            	 Hang
              Luu
	 	
              Title:

            	 Authorized
              Signer
	 	 
	 	
              By:

            	/s/   Mei
              Nghia
	 	
              Name:

            	 Mei
              Nghia
	 	
              Title:

            	 Authorized
              Signer
	 	 
	 	 
	 	
              OCWEN
                LOAN SERVICING, LLC,

            
	 	
              as
                Servicer

            
	 	 
	 	
              By:

            	/s/   Richard
              Delgado
	 	
              Name:

            	 Richard
              Delgado
	 	
              Title:

            	 Authorized
              Representative
	 	 
	 	 
	 	
              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