Unassociated Document


    


    


    


    GS
      MORTGAGE SECURITIES CORP.,

     

    Depositor,

     

    WASHINGTON
      MUTUAL BANK,
      as

    successor
      in interest to

    LONG
      BEACH MORTGAGE COMPANY,

     

    Master
      Servicer and Responsible Party

     

    and

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

     

    Trustee

     

                                                                         

     

    AMENDMENT
      NO. 2 dated as of

    NOVEMBER
      9, 2007 TO THE

     

    POOLING
      AND SERVICING AGREEMENT

     

    DATED
      AS
      OF JANUARY 1, 2006

     

                                                                        

     

    GSAMP
      TRUST 2006-S1

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

     

    SERIES
      2006-S1

     

    AMENDMENT
      NO. 2, 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”), 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 January 1, 2006 (the “Agreement”), among the
      Depositor, the Master Servicer, the Responsible Party 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 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
      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 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 (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


    

    


    


    
      	 	 	 	 	 	 	 	
              WASHINGTON
                MUTUAL
                BANK,

              as
                successor in interest
                to

              LONG
                BEACH MORTGAGE COMPANY,

              as
                Responsible Party

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	/s/
              Trisha Lowe
	 	 	 	 	 	 	 	
              Name:

            	Trisha
              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