Unassociated Document


    EXHIBIT
      4.1

    


    


    GS
      MORTGAGE SECURITIES CORP.,

     

    Depositor,

     

    WASHINGTON
      MUTUAL BANK, as

    successor
      in interest to

    LONG
      BEACH MORTGAGE COMPANY,

     

    Master
      Servicer and Responsible Party,

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

     

    Trustee,

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

     

    Co-Trustee

     

    ___________________________________

     

    AMENDMENT
      NO. 1 dated as of

    NOVEMBER
      9, 2007 TO THE

     

    POOLING
      AND SERVICING AGREEMENT

     

    DATED
      AS
      OF MAY 1, 2005

     

    ___________________________________

     

    


     

    GSAMP
      TRUST 2005-S2

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

     

    SERIES
      2005-S2

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AMENDMENT
      NO. 1, dated as of November 9, 2007 (this “Amendment”), among GS MORTGAGE
      SECURITIES CORP., a Delaware corporation (the “Depositor”), WASHINGTON MUTUAL
      BANK, a federally chartered savings association, as successor in interest to
      LONG BEACH MORTGAGE COMPANY, a Delaware corporation, as responsible party (in
      such capacity, the “Responsible Party”) and as master servicer (in such
      capacity, the “Master Servicer”), DEUTSCHE BANK NATIONAL TRUST COMPANY, a
      national banking association, as trustee (the “Trustee”), and U.S. BANK NATIONAL
      ASSOCIATION, as successor to WACHOVIA BANK, NATIONAL ASSOCIATION, a national
      banking association, as co-trustee (the “Co-Trustee”) in connection with the
      Pooling and Servicing Agreement, dated as of May 1, 2005 (the “Agreement”),
      among the Depositor, the Master Servicer, the Responsible Party, the Trustee
      and
      the Co-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 the Master Servicer 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 Responsible Party Payment made
      by the Responsible Party 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 adding the following definition of
      “Responsible Party Payment”:

    


    Responsible
      Party Payment: Any payment made by the Responsible Party to the Depositor,
      the
      Master Servicer or the Trustee in respect of a Charged Off Loan that has become
      a Released Loan.


     

    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 Responsible Party Payment made by the Responsible Party 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
      (e)
      of Section 2.03 and replacing it with the following:


     

    (e)           The
      Responsible Party hereby acknowledges and agrees that the remedies available
      to
      the Depositor, the Master Servicer and the Trustee in connection with any breach
      of the representations and warranties made by the Responsible Party with respect
      to the Mortgage Loans (including any Released Loan) set forth in Subsections
      (b)
      and (c) hereof shall be as set forth in Section 3.3 of the Purchase Agreement
      as
      if they were set forth herein (including without limitation the repurchase
      and
      indemnity obligations set forth therein) and such remedies shall be enforceable
      directly by the Depositor, the Master Servicer and the Trustee directly under
      this Agreement.


     

    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 not a Covered Loan or for which
      coverage is not available under the Mortgage Pool Insurance Policy that is
      180
      days delinquent, the Master Servicer shall charge off such delinquent Mortgage
      Loan.  Once a Mortgage Loan has been charged off, the Master Servicer
      will discontinue making P&I Advances, the Master 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 on the date such
      Charged Off Loan becomes 210 days delinquent (a “Released Loan”), 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 Master Servicer shall not be
      obligated to service such Mortgage Loan.  The Master 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 Master
      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), any Responsible Party Payment made in respect of such
      Released Loan by the Responsible Party shall be deposited in the Collection
      Account by the Master 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 Moody's
      Investors Service, Inc. and Fitch, 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/
              Kevin Gasvoda
	
              Name:

            	 Kevin
              Gasvoda
	
              Title:

            	 Vice
              President
	 
	 
	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

            
	
              solely
                as Trustee and not in its individual capacity

            
	 
	
              By:

            	 /s/
              Mei Nghia
	
              Name:

            	 Mei
              Nghia
	
              Title:

            	 Authorized
              Signer
	 
	
              By:

            	 /s/
              Manuel Rivas
	
              Name:

            	 Manuel
              Rivas
	
              Title:

            	 Authorized
              Signer
	 
	 
	
              U.S.
                BANK NATIONAL ASSOCIATION, as successor to 

              WACHOVIA
                BANK, NATIONAL ASSOCIATION,

            
	
              solely
                as Co-Trustee and not in its individual capacity

            
	 
	
              By:

            	 /s/
              Annette E. Morgan
	
              Name:

            	 Annette
              E. Morgan 
	
              Title:

            	 Trust
              Officer
	 
	 
	
              WASHINGTON
                MUTUAL BANK, as successor in interest to 

              LONG
                BEACH MORTGAGE COMPANY,

            
	
              as
                Responsible Party

            
	 
	
              By:

            	 /s/
              Trisha Lowe
	
              Name:

            	 Tisha
              Lowe
	
              Title:

            	 Vice
              President
	 
	 
	 
	
              WASHINGTON
                MUTUAL BANK, as successor in interest to 

              LONG
                BEACH MORTGAGE COMPANY,

            
	
              as
                Master Servicer

            
	 
	
              By:

            	 /s/
              Trisha Lowe
	
              Name:

            	 Trisha
              Lowe
	
              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/
              Kevin Gasvoda
	
              Name:

            	 Kevin
              Gasvoda
	
              Title:

            	 Managing
              Director