GSAMP Trust 2006-FM1 – ‘8-K’ for 4/27/06

On:  Thursday, 5/18/06, at 5:04pm ET   ·   For:  4/27/06   ·   Accession #:  914121-6-1853   ·   File #:  333-132809-01

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     21K 
 2: EX-1        Underwriting Agreement                                23±    99K 
 3: EX-4        Pooling and Servicing Agreement                      497±  1.98M 

8-K   —   Current Report
Document Table of Contents

8-K
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 27, 2006                 

GSAMP Trust 2006-FM1
--------------------------------------
(Exact name of issuing entity)

GS Mortgage Securities Corp.
 -----------------------------------------------------------
 (Exact name of depositor as specified in its charter)

Goldman Sachs Mortgage Company
 ---------------------------------------------------------------------
           (Exact name of sponsor as specified in its charter)

 Delaware                   333-132809-01               13-3387389
------------------------------------------------------------------------------- 
(State or other jurisdiction        (Commission            (IRS Employer        
   of incorporation              File Number            Identification No.
of depositor)                 of issuing entity)     of depositor)  

85 Broad Street, New York, New York                               10004         
------------------------------------------------------------------------------  
(Address of principal executive offices of depositor)           (Zip Code)      

Depositor's telephone number, including area code      (212) 902-1000           
                                                ------------------------------

Not Applicable
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to           
simultaneously satisfy the filing obligation of the registrant under any of the 
following provisions:                                                           

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)                                                                

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR  
240.14a-12)                                                             

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))                                               

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))                                               

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Item 8.01.  Other Events.                                                       

    On April 27, 2006, GS Mortgage Securities Corp. (the "Depositor") caused
the issuance, pursuant to a Trust Agreement, dated as of April 1, 2006 (the     
"Trust Agreement"), by and between the Depositor, as depositor, and Deutsche    
Bank National Trust Depositor, as trustee, of GSAMP Trust 2006-FM1 Mortgage     
Pass-Through Certificates, Series 2006-FM1 (the "Certificates"). The Class A-1, 
Class A-2A, Class A-2B, Class A-2C, Class A-2D, Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class B-1, Class B-2, Class R, Class
RC and Class RX Certificates, having an aggregate initial principal amount of   
$916,922,200, were sold to Goldman, Sachs & Co. (the "Underwriter"), pursuant to
an Underwriting Agreement, dated as of April 25, 2006, by and between the       
Depositor and the Underwriter.                                                  

The Class B-3, Class B-4, Class X, Class P and Class C Certificates,
having an aggregate initial principal amount of $18,035,000, were sold to       
Goldman, Sachs & Co. (the "Initial Purchaser"), pursuant to a Purchase          
Agreement, dated as of April 26, 2006, by and between the Depositor and the     
Initial Purchaser.                                                              

Attached as exhibits are certain agreements that were executed and  
delivered in connection with the issuance of the Certificates.                  

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Item 9.01.  Financial Statements, Pro Forma Financial Information and Exhibits. 

(c)   Exhibits                                                                  

Exhibit 1    Underwriting Agreement, dated as of April 25, 2006, by and between 
         GS Mortgage Securities Corp., as depositor and Goldman, Sachs &
Co., as underwriter.                                  

Exhibit 4    Trust Agreement, dated as of April 1, 2006, by and among GS        
             Mortgage Securities Corp., as depositor, and Deutsche Bank National
Trust Company, as trustee.                            

Exhibit 10.1 Amended and Restated Flow Mortgage Loan Purchase and Warranties    
        Agreement, dated as of January 1, 2006, by and between Fremont
           Investment & Loan and Goldman Sachs Mortgage Company (included as
Exhibit O to Exhibit 4).                              

Exhibit 10.2 Amended and Restated Flow Interim Servicing Agreement, dated as    
           of January 1, 2006, between Fremont Investment & Loan and Goldman
      Sachs Mortgage Company (included as Exhibit P to Exhibit 4).

Exhibit 10.3 Servicing Agreement, dated as of April 27, 2006, between the       
       Depositor, Wells Fargo Bank, N.A and the Trustee (included as
Exhibit Q-1 to Exhibit 4).                            

Exhibit 10.4 The Second Amended and Restated Master Seller's Warranties and     
        Servicing Agreement, dated as of November 1, 2005, between the
        Sponsor and Wells Fargo Bank, N.A. (included as Exhibit Q-2 to
Exhibit 4).                                           

Exhibit 10.5 Assignment, Assumption and Recognition Agreement, dated as of April
      27, 2006, by and between the Goldman Sachs Mortgage Company,
        Fremont Investment & Loan and the GS Mortgage Securities Corp.
(included as Exhibit T to Exhibit 4).                 

Exhibit 10.6 ISDA Master Agreement, dated as of April 27, 2006, by and between  
          Goldman Sachs Mitsui Marine Derivatives Products, L.P., the swap
         provider, and Deutsche Bank National Trust Company, the trustee
(included as Exhibit X to Exhibit 4).                 

Exhibit 10.7 Schedule to the Master Agreement, dated as of April 27, 2006, by   
             and between Goldman Sachs Mitsui Marine Derivatives Products, L.P.,
          the swap provider, and Deutsche Bank National Trust Company, the
trustee (included as Exhibit X to Exhibit 4).         

Exhibit 10.8 Confirmation, dated as of April 13, 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 Deutsche Bank National Trust Company,
the trustee (included as Exhibit X to Exhibit 4).     

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          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the         
undersigned thereunto duly authorized.                                          

Date: May 18, 2006                        GS MORTGAGE SECURITIES CORP.          

                             By: /s/ Michelle Gill
                                      ----------------------
                                Name:  Michelle Gill
                                 Title: Vice President

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 INDEX TO EXHIBITS

Item 601(a) of                                                   Paper (P) or   
Regulation S-K                                                  --------------- 
Exhibit No.               Description                            Electronic (E) 
-----------               -----------                           --------------- 
1                    Underwriting Agreement, dated as of         (E)  
     April 25, 2006, by and between GS
 Mortgage Securities Corp., as
       depositor and Goldman, Sachs & Co.,
as underwriter.             

4                    Trust Agreement, dated as of April 1,       (E)  
  2006, by and among GS Mortgage
       Securities Corp., as depositor, and
         Deutsche Bank National Trust Company,
as trustee.                 

10.1                  Amended and Restated Flow Mortgage          (E)   
Loan Purchase and Warranties
     Agreement, dated as of January 1,
2006, by and between Fremont
       Investment & Loan and Goldman Sachs
         Mortgage Company (included as Exhibit
O to Exhibit 4).            

10.2                  Amended and Restated Flow Interim           (E)   
    Servicing Agreement, dated as of
    January 1, 2006, between Fremont
       Investment & Loan and Goldman Sachs
         Mortgage Company (included as Exhibit
P to Exhibit 4).            

10.3                  Servicing Agreement, dated as of            (E)   
April 27, 2006, between the 
        Depositor, Wells Fargo Bank, N.A and
        the Trustee (included as Exhibit Q-1
to Exhibit 4).              

10.4                  The Second Amended and Restated             (E)   
  Master Seller's Warranties and
    Servicing Agreement, dated as of
         November 1, 2005, between the Sponsor
        and Wells Fargo Bank, N.A. (included
 as Exhibit Q-2 to Exhibit 4).

10.5                  Assignment, Assumption and                  (E)   
      Recognition Agreement, dated as of
      April 27, 2006, by and between the
   Goldman Sachs Mortgage Company,
        Fremont Investment & Loan and the GS
       Mortgage Securities Corp. (included
as Exhibit T to Exhibit 4). 

10.6                  ISDA Master Agreement, dated as of          (E)   
  April 27, 2006, by and between
Goldman Sachs Mitsui Marine 
        Derivatives Products, L.P., the swap
        provider, and Deutsche Bank National
        Trust Company, the trustee (included
as Exhibit X to Exhibit 4). 

10.7                  Schedule to the Master Agreement,           (E)   
      dated as of April 27, 2006, by and
       between Goldman Sachs Mitsui Marine
        Derivatives Products, L.P., the swap
        provider, and Deutsche Bank National
        Trust Company, the trustee (included
as Exhibit X to Exhibit 4). 

10.8                  Confirmation, dated as of April 13,         (E)   
    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
         Deutsche Bank National Trust Company,
         the trustee (included as Exhibit X to
Exhibit 4).                 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		5/18/06		4
For Period End:		4/27/06		1		5			424B5,  8-K
		4/26/06		2
		4/25/06		2		5			FWP
		4/13/06		3					FWP
		4/1/06		2		3
		1/1/06		3		5
		11/1/05		3		5
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