10-K/A 1 gsa06he8_10ka-2006.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark one) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number of issuing entity: 333-132809-45 GSAMP Trust 2006-HE8 (exact name of issuing entity as specified in its charter) GS Mortgage Securities Corp. (exact name of the depositor as specified in its charter) Goldman Sachs Mortgage Company (exact name of the sponsor as specified in its charter) New York 54-2198510 (State or other jurisdiction of 54-2198511 incorporation or organization of 54-2198512 issuing entity) 54-2198513 54-2198514 54-6731713 (I.R.S. Employer Identification No. of issuing entity) c/o Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, MD 21045 (Address of principal executive offices of issuing entity) Zip Code of issuing entity) Issuing entity telephone number, including area code: (410) 884-2000 Securities registered pursuant to Section 12(b) of the Act: NONE. Securities registered pursuant to Section 12(g) of the Act: NONE. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ___ No X Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ___ No X Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A. Not applicable. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ___ Accelerated filer ___ Non-accelerated filer X Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ___ No X State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not applicable. Documents Incorporated by Reference List hereunder the following documents if incorporated by reference and the Part of the Form 10-K/A (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b); or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., the annual report to security holders for fiscal year ended December 24, 1980). Not applicable. PART I Item 1. Business. Not applicable. Item 1A. Risk Factors. Not applicable. Item 1B. Unresolved Staff Comments. None. Item 2. Properties. Not applicable. Item 3. Legal Proceedings. Not applicable. Item 4. Submission of Matters to a Vote of Security Holders. Not applicable. PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity. Not applicable. Item 6. Selected Financial Data. Not applicable. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Not applicable. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Not applicable. Item 8. Financial Statements and Supplementary Data. Not applicable. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Not applicable. Item 9A. Controls and Procedures. Not applicable. Item 9A(T). Controls and Procedures. Not applicable. Item 9B. Other Information. Pursuant to a Form 8-K filed on October 5, 2006, Accredited Home Lenders, Inc. ("Accredited"), one of the responsible parties, announced the completion of its acquisition of Aames Investment Corporation ("Aames"). Pursuant to a Form 12b-25 filed on March 2, 2007, Accredited further announced that it was delaying the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2006. Accredited announced that it anticipates its results from operations for the full year 2006 will reflect an approximately $100 million decline in net income from the approximately $155 million reported for the year ended December 31, 2005. According to the announcement, this decline in net income excludes purchase accounting adjustments, including adjustments to goodwill, if any, relating to Accredited's acquisition of Aames. Due to the recent market conditions in the non-prime mortgage industry, Accredited announced that it is evaluating whether any of the goodwill established in the acquisition of Aames has been impaired. Additionally, Accredited stated in the announcement that if it determines that the goodwill established in the acquisition has been impaired, Accredited intends to charge-off such goodwill, resulting in a non-cash charge for the period ended December 31, 2006, the impact of which, according to Accredited, would not affect Accredited's operations, tangible book equity, cash or liquidity. Additionally, Accredited announced that it believes the decline in net income was primarily driven by an increase in operating and other expenses relating to Accredited's acquisition of Aames, a deteriorating credit environment and challenging market conditions. Accredited stated in the announcement that while Accredited believes that it has considered all factors which may impact its results of operations, there can be no assurance that Accredited has successfully identified all matters affecting those results or that additional adjustments will not be required prior to the completion of Accredited's audit for fiscal year 2006. PART III Item 10. Directors, Executive Officers and Corporate Governance. Not applicable. Item 11. Executive Compensation. Not applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Not applicable. Item 13. Certain Relationships and Related Transactions, and Director Independence. Not applicable. Item 14. Principal Accounting Fees and Services. Not applicable. ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB Item 1112(b) of Regulation AB, Significant Obligor Financial Information. No single obligor represents 10% or more of the pool assets held by the issuing entity. Item 1114(b)(2) and 1115(b) of Regulation AB, Significant Enhancement Provider Financial Information. None. Item 1117 of Regulation AB, Legal Proceedings. None. Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions. Provided previously in the prospectus supplement of the Registrant relating to the issuing entity and filed pursuant to Rule 424 of the Securities Act of 1933, as amended. Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria. (a) See Exhibit 33 and Exhibit 34. (b) Material Instances of noncompliance: On or about February 23, 2008, Assurant, Inc. provided the Registrant with a management's assessment of compliance with servicing criteria set forth in Item 1122(d) of Regulation AB and a registered public accounting firm assessment as set forth in Item 1122(b) of Regulation AB (the "Assurant Reports"). The Assurant Reports are attached as Exhibit 33(a) and Exhibit 34(a), respectively, to this report. Assurant, Inc. previously excluded the applicable servicing criteria set forth in Item 1122 (d)(4)(xii) from the scope of its assessment of compliance. Assurant, Inc. has now assessed its compliance with the Applicable Servicing Criteria for the Reporting Period and has identified a material instance of noncompliance with that servicing criterion. Specifically, Assurant, Inc. did not have, during the Reporting Period, sufficient policies and procedures to capture the information with respect to the Platform Transactions necessary to determine compliance with Item 1122(d)(4)(xii). Accordingly, Assurant, Inc. has restated its previous assessment for the Reporting Period, which excluded evaluation of the criterion, to include the criterion and reflect the material noncompliance as a result of its assessment. On or about March 11, 2008, Avelo provided the Registrant with a revised management's assessment of compliance with servicing criteria set forth in Item 1122(d) of Regulation AB and a registered public accounting firm assessment as set forth in Item 1122(b) of Regulation AB (the "Avelo Reports"). The Avelo Reports are attached as Exhibit 33(b) and Exhibit 34(b) respectively, to this report. Avelo Mortgage, L.L.C. has complied, in all material respects, with the applicable servicing criteria as of and for the Reporting Period except as follows: Avelo Mortgage, L.L.C. assessed its compliance with the Applicable Servicing Criteria for the Reporting Period and has identified a material instance of non-compliance with servicing criterion set forth in Item 1122(d)(2)(vii) of Regulation AB with respect to the Platform. Specifically, Avelo Mortgage, L.L.C. did not prepare reconciliations for all asset-backed securities related bank accounts within 30 calendar days after the bank statement cut-off date, or as such other number of days as specified in the transaction agreements and reconciling items were not resolved within 90 days of their original identification or such other number of days as specified in the transaction agreements. Litton Loan Servicing LP has fulfilled all its obligations under the Agreement in all material respects for 2006, except as disclosed below: Reconciliations for Asset-Backed Securities Related Bank Account 1122(d)(2)(vii)(D) Our investor bank account reconciliations included certain reconciling items that were not resolved within 90 calendar days of their original identification on eleven of sixty-three investor bank account reconciliations selected for testing. The sum of the reconciling items for those eleven reconciliations was $216,950. Adjustments to Interest Rates for Pool Assets With Variables Rates 1122(d)(4)(ix) Our testing of sixty-five adjustable rate mortgages revealed two instances where certain adjustable rate mortgages for which the interest rate reset in the servicing system did not agree to interest rates in the appropriate source index per the borrowers note documents. These were the result of incorrect information transferring from the prior servicer. Additionally, the same sixty-five mortgages selected for testing included one instance where the adjustable rate mortgage payment change date in the servicing system did not agree to the loan documents. Material instances of noncompliance by Wells Fargo Bank, National Association: 1122(d)(3)(i) Delinquency Reporting: During the reporting period, certain monthly investor or remittance reports included errors in the calculation and/or the reporting of delinquencies for the pool assets, which errors may or may not have been material. All such errors were the result of data processing errors and/or the mistaken interpretation of data provided by other parties participating in the servicing function. All necessary adjustments to data processing systems and/or interpretive clarifications have been made to correct those errors and to remedy related procedures. Item 1123 of Regulation AB, Servicer Compliance Statement. See Exhibit 35. PART IV Item 15. Exhibits, Financial Statement Schedules. (a) Exhibits Exhibit 4.1 Pooling and Servicing Agreement, dated as of December 1, 2006, by and among GS Mortgage Securities Corporation, as depositor, Litton Loan Servicing, LP, as servier, Avelo Mortgage, L.L.C., as Servicer, The Bank of New York Trust Company, National Association, as custodian, U.S. Bank, National Association, as custodian, Deutsche Bank National Trust Company, as custodian, LaSalle Bank, National Association, as trustee, and Wells Fargo Bank, N.A., as master servicer and securities administrator (Filed as Exhibit 4 to Form 8-K filed on January 24, 2007, and incorporated by reference herein.) Exhibit 10.1 Representations and Warranties Agreement, dated as of December 27, 2006, by and between Goldman Sachs Mortgage Company and GS Mortgage Securities Corp. (Included as Exhibit S to Exhibit 4 to Form 8-K filed on January 24, 2007, and incorporated by reference herein.) Exhibit 10.2 ISDA Master Agreement, dated as of December 27, 2006, by and between Goldman Sachs Mitsui Marine Derivatives Products, L.P., the swap and cap provider, and Wells Fargo Bank, N.A., the securities administrator (Included as part of Exhibit X to Exhibit 4 to Form 8-K filed on January 24, 2007, and incorporated by reference herein.) Exhibit 10.3 Schedule to the Master Agreement, dated as of December 27, 2006, by and between Goldman Sachs Mitsui Marine Derivatives Products, L.P., the swap and cap provider, and Wells Fargo Bank, N.A., the securities administrator (Included as part of Exhibit X to Exhibit 4 to Form 8-K filed on January 24, 2007 and incorporated by reference herein). Exhibit 10.4 Confirmation, dated December 20, 2006, by and among Goldman Sachs Capital Markets, L.P., Goldman Sachs Mitsui Marine Derivatives Products, L.P., the cap provider, Goldman Sachs Mortgage Company, . L.P., and Wells Fargo Bank, N.A., the securities administrator (Included as part of Exhibit X to Exhibit 4 to Form 8-K filed on January 24, and incorporated by reference herein.) Exhibit 10.5 Confirmation, dated December 20, 2006, by and among Goldman Sachs Capital Markets, L.P., Goldman Sachs Mitsui Marine Derivatives Products, L.P., the swap provider, Goldman Sachs Mortgage Company,. L.P., and Wells Fargo Bank, N.A., the securities administrator (Included as part of Exhibit X to Exhibit 4 to Form 8-K filed on January 24, and incorporated by reference herein.). Exhibit 10.6 Assignment, Assumption and Recognition Agreement, dated December 27, 2006, by and among Goldman Sachs Mortgage Company, Aames Capital Corporation and GS Mortgage Securities Corp. (included as part of Exhibit Y to Exhibit 4 to Form 8-K filed on January 24, and incorporated by reference herein.) Exhibit 10.7 Flow Mortgage Loan Purchase and Warranties Agreement, dated as of April 1, 2006, by and between Aames Capital Corporation and Goldman Sachs Mortgage Company (Included as part of Exhibit Y to Exhibit 4 to Form 8-K filed on January 24, and incorporated by reference herein.) Exhibit 10.8 Assignment, Assumption and Recognition Agreement, dated December 27, 2006, by and among Goldman Sachs Mortgage Company, Decision One Mortgage Company, LLC and GS Mortgage Securities Corp. (Included as part of Exhibit Z to Exhibit 4 to Form 8-K filed on January 24, and incorporated by reference herein.) Exhibit 10.9 Flow Mortgage Loan Purchase and Warranties Agreement, dated as of May 1, 2006, by and between Decision One Mortgage Company, LLC and Goldman Sachs Mortgage Company (Included as part of Exhibit Z to Exhibit 4 to Form 8-K filed on January 24, and incorporated by reference herein.) Exhibit 10.10 Assignment, Assumption and Recognition Agreement, dated December 27, 2006, by and among Goldman Sachs Mortgage Company, First Horizon Home Loan Corporation and GS Mortgage Securities Corp. (included as part of Exhibit A to Exhibit 4 to Form 8-K filed on January 24, and incorporated by reference herein.) Exhibit 10.11 Flow Mortgage Loan Purchase and Warranties Agreement, dated as of May 1, 2006, by and between First Horizon Home Loan Corporation and Goldman Sachs Mortgage Company (Included as part of Exhibit AA to Exhibit 4 to Form 8-K filed on January 24, and incorporated by reference herein.) Exhibit 10.12 Assignment, Assumption and Recognition Agreement, dated December 27, 2006, by and among Goldman Sachs Mortgage Company, NovaStar Mortgage, Inc. and GS Mortgage Securities Corp. (Included as part of Exhibit BB to Exhibit 4 to Form 8-K filed on January 24, and incorporated by reference herein.) Exhibit 10.13 Flow Mortgage Loan Purchase and Warranties Agreement, dated as of May 1, 2006, by and between NovaStar Mortgage, Inc. and Goldman Sachs Mortgage Company (Included as part of Exhibit BB to Exhibit 4 to Form 8-K filed on January 24, and incorporated by reference herein.) (31) Rule 13a-14(d)/15d-14(d) Certifications. (33) Reports on assessment of compliance with servicing criteria for asset-backed securities. a) Assurant, Inc. as Sub-Contractor for Avelo Mortgage, L.L.C. b) Avelo Mortgage, L.L.C., as Servicer c) Deutsche Bank National Trust Company, as Custodian d) Litton Loan Servicing LP, as Servicer e) The Bank of New York, as Custodian f) U.S. Bank, National Association, as Custodian g) Wells Fargo Bank, N.A., as Master Servicer h) Wells Fargo Bank, N.A., as Securities Administrator

(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities. a) Assurant, Inc. as Sub-Contractor for Avelo Mortgage, L.L.C. b) Avelo Mortgage, L.L.C., as Servicer c) Deutsche Bank National Trust Company, as Custodian d) Litton Loan Servicing LP, as Servicer e) The Bank of New York, as Custodian f) U.S. Bank, National Association, as Custodian g) Wells Fargo Bank, N.A., as Master Servicer h) Wells Fargo Bank, N.A., as Securities Administrator

(35) Servicer compliance statement. ~~b) Avelo Mortgage, L.L.C., as Servicer d) Litton Loan Servicing LP, as Servicer g) Wells Fargo Bank, N.A., as Master Servicer~~

(b) See (a) above. (c) Not applicable. Filed herewith. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GS Mortgage Securities Corp. (Depositor) /s/ Michelle Gill Michelle Gill, Vice President (senior officer in charge of securitization of the depositor) Date: May 21, 2008 Exhibit Index Exhibit No. Exhibit 4.1 Pooling and Servicing Agreement, dated as of December 1, 2006, by and among GS Mortgage Securities Corporation, as depositor, Litton Loan Servicing, LP, as servier, Avelo Mortgage, L.L.C., as Servicer, The Bank of New York Trust Company, National Association, as custodian, U.S. Bank, National Association, as custodian, Deutsche Bank National Trust Company, as custodian, LaSalle Bank, National Association, as trustee, and Wells Fargo Bank, N.A., as master servicer and securities administrator (Filed as Exhibit 4 to Form 8-K filed on January 24, 2007, and incorporated by reference herein.) Exhibit 10.1 Representations and Warranties Agreement, dated as of December 27, 2006, by and between Goldman Sachs Mortgage Company and GS Mortgage Securities Corp. (Included as Exhibit S to Exhibit 4 to Form 8-K filed on January 24, 2007, and incorporated by reference herein.) Exhibit 10.2 ISDA Master Agreement, dated as of December 27, 2006, by and between Goldman Sachs Mitsui Marine Derivatives Products, L.P., the swap and cap provider, and Wells Fargo Bank, N.A., the securities administrator (Included as part of Exhibit X to Exhibit 4 to Form 8-K filed on January 24, 2007, and incorporated by reference herein.) Exhibit 10.3 Schedule to the Master Agreement, dated as of December 27, 2006, by and between Goldman Sachs Mitsui Marine Derivatives Products, L.P., the swap and cap provider, and Wells Fargo Bank, N.A., the securities administrator (Included as part of Exhibit X to Exhibit 4 to Form 8-K filed on January 24, 2007 and incorporated by reference herein). Exhibit 10.4 Confirmation, dated December 20, 2006, by and among Goldman Sachs Capital Markets, L.P., Goldman Sachs Mitsui Marine Derivatives Products, L.P., the cap provider, Goldman Sachs Mortgage Company, . L.P., and Wells Fargo Bank, N.A., the securities administrator (Included as part of Exhibit X to Exhibit 4 to Form 8-K filed on January 24, and incorporated by reference herein.) Exhibit 10.5 Confirmation, dated December 20, 2006, by and among Goldman Sachs Capital Markets, L.P., Goldman Sachs Mitsui Marine Derivatives Products, L.P., the swap provider, Goldman Sachs Mortgage Company,. L.P., and Wells Fargo Bank, N.A., the securities administrator (Included as part of Exhibit X to Exhibit 4 to Form 8-K filed on January 24, and incorporated by reference herein.). Exhibit 10.6 Assignment, Assumption and Recognition Agreement, dated December 27, 2006, by and among Goldman Sachs Mortgage Company, Aames Capital Corporation and GS Mortgage Securities Corp. (included as part of Exhibit Y to Exhibit 4 to Form 8-K filed on January 24, and incorporated by reference herein.) Exhibit 10.7 Flow Mortgage Loan Purchase and Warranties Agreement, dated as of April 1, 2006, by and between Aames Capital Corporation and Goldman Sachs Mortgage Company (Included as part of Exhibit Y to Exhibit 4 to Form 8-K filed on January 24, and incorporated by reference herein.) Exhibit 10.8 Assignment, Assumption and Recognition Agreement, dated December 27, 2006, by and among Goldman Sachs Mortgage Company, Decision One Mortgage Company, LLC and GS Mortgage Securities Corp. (Included as part of Exhibit Z to Exhibit 4 to Form 8-K filed on January 24, and incorporated by reference herein.) Exhibit 10.9 Flow Mortgage Loan Purchase and Warranties Agreement, dated as of May 1, 2006, by and between Decision One Mortgage Company, LLC and Goldman Sachs Mortgage Company (Included as part of Exhibit Z to Exhibit 4 to Form 8-K filed on January 24, and incorporated by reference herein.) Exhibit 10.10 Assignment, Assumption and Recognition Agreement, dated December 27, 2006, by and among Goldman Sachs Mortgage Company, First Horizon Home Loan Corporation and GS Mortgage Securities Corp. (included as part of Exhibit A to Exhibit 4 to Form 8-K filed on January 24, and incorporated by reference herein.) Exhibit 10.11 Flow Mortgage Loan Purchase and Warranties Agreement, dated as of May 1, 2006, by and between First Horizon Home Loan Corporation and Goldman Sachs Mortgage Company (Included as part of Exhibit AA to Exhibit 4 to Form 8-K filed on January 24, and incorporated by reference herein.) Exhibit 10.12 Assignment, Assumption and Recognition Agreement, dated December 27, 2006, by and among Goldman Sachs Mortgage Company, NovaStar Mortgage, Inc. and GS Mortgage Securities Corp. (Included as part of Exhibit BB to Exhibit 4 to Form 8-K filed on January 24, and incorporated by reference herein.) Exhibit 10.13 Flow Mortgage Loan Purchase and Warranties Agreement, dated as of May 1, 2006, by and between NovaStar Mortgage, Inc. and Goldman Sachs Mortgage Company (Included as part of Exhibit BB to Exhibit 4 to Form 8-K filed on January 24, and incorporated by reference herein.) (31) Rule 13a-14(d)/15d-14(d) Certifications. (33) Reports on assessment of compliance with servicing criteria for asset-backed securities. a) Assurant, Inc. as Sub-Contractor for Avelo Mortgage, L.L.C. b) Avelo Mortgage, L.L.C., as Servicer c) Deutsche Bank National Trust Company, as Custodian d) Litton Loan Servicing LP, as Servicer e) The Bank of New York, as Custodian f) U.S. Bank, National Association, as Custodian g) Wells Fargo Bank, N.A., as Master Servicer h) Wells Fargo Bank, N.A., as Securities Administrator

(35) Servicer compliance statement. ~~b) Avelo Mortgage, L.L.C., as Servicer d) Litton Loan Servicing LP, as Servicer g) Wells Fargo Bank, N.A., as Master Servicer~~

GSAMP Trust 2006-HE8 10-K/A