Unassociated Document


     

    


    GS
      MORTGAGE SECURITIES CORP.,

    Depositor,

     

    INDYMAC
      BANK, F.S.B.,

    Servicer,

     

    AMERICAN
      HOME MORTGAGE SERVICING, INC.,

    Servicer,

     

    OCWEN
      LOAN SERVICING, LLC,

    Servicer,

     

    WELLS
      FARGO BANK, N.A.,

    Master
      Servicer and Securities Administrator,

     

    and

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

    Trustee
      

     

                                                                         
      

     

    AMENDMENT
      NO. 1 dated as of

    AUGUST
      7,
      2006 TO THE

     

    POOLING
      AND SERVICING AGREEMENT

     

    DATED
      AS
      OF JUNE
      1,
      2006

     

                                                                        
      

     

    GSAMP
      TRUST 2006-S4

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES

     

    SERIES
      2006-S4

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    AMENDMENT
      NO. 1 made as of this 7th
      day of
      August 2006, among GS MORTGAGE SECURITIES CORP., a Delaware corporation (the
      “Depositor”), INDYMAC BANK, F.S.B., a federally chartered savings bank, as a
      servicer (“IndyMac”), AMERICAN HOME MORTGAGE SERVICING, INC., a Maryland
      corporation, as a servicer (“AHMSI”), OCWEN LOAN SERVICING, LLC, a Delaware
      limited liability company, as a servicer (“Ocwen”, and together with IndyMac and
      AHMSI, the “Servicers”), WELLS FARGO BANK, N.A., a national banking association
      (“Wells Fargo”) as master servicer (in such capacity, the “Master Servicer”) and
      securities administrator (in such capacity, the “Securities Administrator”), and
      DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee
      (the “Trustee”).

     

    W
      I T N E
      S S E T H

    


                                       
      

     

    WHEREAS,
      the Depositor, the Servicers, the Master Servicer, the Securities Administrator
      and the Trustee entered into a Pooling and Servicing Agreement (the “Agreement”)
      dated as of June 1, 2006, relating to the issuance of Mortgage Pass-Through
      Certificates, Series 2006-S4; and

     

    WHEREAS,
      the Depositor, the Servicers, the Master Servicer, the Securities Administrator
      and the Trustee desire to amend the terms of the Agreement pursuant to and
      in
      accordance with the first paragraph of Section 12.01 of the
      Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual premises and agreements herein, the
      the Depositor, the Servicers, the Master Servicer, the Securities Administrator
      and the Trustee agree as follows:

     

    1. Capitalized
      terms used herein and not defined herein shall have the meanings assigned to
      such terms in the Agreement. 

    


    2. Article
      VIII of the Agreement is hereby amended effective as of the date hereof by
      deleting in their entirety the first and third paragraphs of Section 8.12(b)
      and
      replacing them with the following:

     

    (b) Within
      fifteen days after each Distribution Date (subject to permitted extensions
      under
      the Exchange Act), the Securities Administrator shall prepare and file, and
      the
      Master Servicer shall sign on behalf of the Trust and file with the Commission
      any distribution report on Form 10-D required by the Exchange Act, in form
      and
      substance as required by the Exchange Act. The Securities Administrator shall
      file each Form 10-D with a copy of the related Monthly Statement attached
      thereto. Any disclosure in addition to the Monthly Statement that is required
      to
      be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be prepared
      by the party responsible for preparing such disclosure as set forth on Exhibit
      S
      hereto and the Securities Administrator shall compile such disclosure pursuant
      to the following paragraph. The Securities Administrator will have no duty
      or
      liability for any failure hereunder to determine or prepare any Additional
      Form
      10-D Disclosure, except as set forth in the next paragraph.

     

    After
      preparing the Form 10-D, the Securities Administrator shall forward
      electronically a draft copy of the Form 10-D to the Depositor for review. No
      later than two Business Days following the tenth calendar day after the related
      Distribution Date, a duly authorized representative of the Master Servicer
      in
      charge of the master servicing function shall sign the Form 10-D and return
      such
      signed Form 10-D to the Securities Administrator and Depositor, and no later
      than 5:00 p.m. New York City time on the fifteenth calendar day after such
      Distribution Date the Securities Administrator shall file such Form 10-D with
      the Commission. If a Form 10-D cannot be filed on time or if a previously filed
      Form 10-D needs to be amended, the Securities Administrator will follow the
      procedures set forth in Section 8.12(f)(ii). Promptly (but no later than one
      Business Day) after filing with the Commission, the Securities Administrator
      will make available on its internet website (located at www.ctslink.com)
      a final
      executed copy of each Form 10-D prepared by the Securities Administrator. The
      signing party at the Master Servicer can be contacted at 9062 Old Annapolis
      Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust, GSAMP 2006-S4.
      Each party to this Agreement acknowledges that the performance by the Securities
      Administrator of its duties under this Section 8.12(b) related to the timely
      preparation and filing of the Form 10-D is contingent upon such parties strictly
      observing all applicable deadlines in the performance of their duties under
      this
      Section 8.12(b). The Securities Administrator shall have no liability for any
      loss, expense, damage or claim arising out of or with respect to any failure
      to
      properly prepare and/or timely file such Form 10-D, where such failure results
      from the Securities Administrator’s inability or failure to obtain or receive on
      a timely basis, any information from any party hereto (other than the Securities
      Administrator or any Subcontractor utilized by the Securities Administrator)
      needed to prepare, arrange for execution or file such Form 10-D, not resulting
      from its own negligence, bad faith or willful misconduct.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF, the Depositor, the Servicers, the Master Servicer, the
      Securities Administrator and the Trustee have caused their names to be signed
      hereto by their respective officers thereunto duly authorized as of the day
      and
      year first above written.

     

    
      	
              GS
                MORTGAGE SECURITIES CORP.,

              as
                Depositor

            
	 	 
	
              By:

            	
              /s/
                Michelle Gill

            
	
              Name:

            	Michelle
              Gill
	
              Title:

            	Vice
              President
	 
	 
	
              INDYMAC
                BANK, F.S.B.,

              as
                Servicer

            
	 	 
	
              By:

            	
              /s/
                Jill Jacobson

            
	
              Name:

            	Jill
              Jacobson
	
              Title:

            	Vice
              President
	 
	 
	
              AMERICAN
                HOME MORTGAGE SERVICING, INC, as Servicer

            
	 	 
	
              By:

            	/s/
              Alan B. Horn
	
              Name:

            	Alan B.
              Horn
	
              Title:

            	Executive
              Vice
              President, General Counsel & Secretary
	 
	 
	
              OCWEN
                LOAN SERVICING, LLC, 

              as
                Servicer

            
	 	 
	
              By:

            	/s/
              Richard Delgado
	
              Name:

            	Richard
              Delgado
	
              Title:

            	Authorized
              Representative
	 
	 
	
              WELLS
                FARGO BANK, N.A.,

              as
                Securities Administrator

            
	 	 
	
              By:

            	/s/
              Sandra Whalen
	
              Name:

            	Sandra
              Whalen
	
              Title:

            	Vice
              President
	 
	 
	
              WELLS
                FARGO BANK, N.A.,

              as
                Master Servicer

            
	 	 
	
              By:

            	/s/
              Sandra Whalen
	
              Name:

            	Sandra
              Whalen
	
              Title:

            	Vice
              President
	 
	 
	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

               

              solely
                as Trustee and not in its individual capacity

            
	 	 
	
              By:

            	/s/
              Ronaldo Reyes
	
              Name:

            	Ronaldo
              Reyes
	
              Title:

            	Vice
              President
	 	 
	 	 
	
              By:

            	/s/
              Karlene Benvenuto
	
              Name:

            	Karlene
              Benvenuto
	
              Title:

            	Authorized
              Signer