0000882377-07-001351 Sample Contracts

GS MORTGAGE SECURITIES CORP., as Depositor WILMINGTON TRUST COMPANY, as Owner Trustee and DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely in its capacity as Indenture Trustee, Certificate Registrar and Certificate...
Trust Agreement • May 8th, 2007 • GSR Trust 2007-Hel1 • Asset-backed securities • Delaware

This Amended and Restated Trust Agreement, dated as of April 17, 2007 (as amended from time to time, this “Trust Agreement”), among GS Mortgage Securities Corp. a Delaware corporation, as depositor (the “Depositor”), Wilmington Trust Company, a Delaware banking corporation, as owner trustee (the “Owner Trustee”) and Deutsche Bank National Trust Company, not individually but acting solely as indenture trustee (in such capacity, the “Indenture Trustee”), as certificate paying agent (in such capacity, the “Certificate Paying Agent”) and as certificate registrar (in such capacity, the “Certificate Registrar”).

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GS MORTGAGE SECURITIES CORP. GSR TRUST 2007-HEL1 MORTGAGE-BACKED NOTES, SERIES 2007-HEL1
Underwriting Agreement • May 8th, 2007 • GSR Trust 2007-Hel1 • Asset-backed securities • New York

GS Mortgage Securities Corp. (the “Company”) proposes to cause GSR Trust 2007-HEL1 (the “Issuing Entity”) to issue its Mortgage-Backed Notes, Series 2007-HEL1 (the “Notes”), pursuant to an Indenture, dated as of April 17, 2007 (the “Indenture”), by and between the Issuing Entity and Deutsche Bank National Trust Company, as indenture trustee (the “Indenture Trustee”), and proposes to sell to Goldman, Sachs & Co. (the “Underwriter”) the Notes specified on Schedule I hereto pursuant to this Underwriting Agreement (the “Agreement”). The Class A Notes identified on Schedule I hereto are the “Publicly Offered Notes.” The Publicly Offered Notes and the Class X, Class X-1, Class S and Class R Certificates (collectively, the “Trust Certificates”) issued pursuant to the Amended and Restated Trust Agreement, dated as of April 17, 2007 (the “Amended and Restated Trust Agreement”), will represent in the aggregate the entire beneficial ownership interest in the assets of the Trust Estate primarily c

GS MORTGAGE SECURITIES CORP., as Depositor GSR Trust 2007-HEL1, as Issuing Entity DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee RESIDENTIAL FUNDING COMPANY, LLC, as Original Loan Seller and Servicer and GOLDMAN SACHS MORTGAGE COMPANY, as...
Sale and Servicing Agreement • May 8th, 2007 • GSR Trust 2007-Hel1 • Asset-backed securities • New York

Sale and Servicing Agreement dated as of April 17, 2007 (the “Agreement”), among GS Mortgage Securities Corp., a Delaware corporation, as depositor (the “Depositor”), GSR Trust 2007-HEL1, a Delaware statutory trust, as issuing entity (the “Issuing Entity”), Deutsche Bank National Trust Company, a national banking association, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), Residential Funding Company, LLC, a Delaware limited liability company (“RFC”), as servicer (in such capacity, the “Servicer”), and as original loan seller (in such capacity, the “Original Loan Seller”), and Goldman Sachs Mortgage Company, a New York limited partnership, as seller and sponsor (the “Sponsor”).

ADMINISTRATION AGREEMENT among GSR Trust 2007-HEL1, as Issuing Entity Deutsche Bank National Trust Company, as Indenture Trustee WILMINGTON TRUST COMPANY, as Owner Trustee and GS Mortgage Securities Corp., as Depositor Dated as of April 17, 2007
Administration Agreement • May 8th, 2007 • GSR Trust 2007-Hel1 • Asset-backed securities • New York

This Administration Agreement (the “Agreement”) is entered into as of April 17, 2007, among GSR TRUST 2007-HEL1, a Delaware statutory trust (the “Issuing Entity”), DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”), WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee (the “Owner Trustee”), and GS Mortgage Securities Corp., as Depositor (the “Depositor”).

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