Unassociated Document

EXHIBIT A

FORM OF CLASS A NOTES

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS NOTE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

THE NOTE PRINCIPAL BALANCE OF THIS NOTE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE NOTES, THE NOTE PRINCIPAL BALANCE OF THIS NOTE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS NOTE MAY ASCERTAIN ITS NOTE PRINCIPAL BALANCE BY INQUIRY OF THE INDENTURE TRUSTEE NAMED HEREIN.

EACH HOLDER OF A NOTE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 4.12 OF THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUING ENTITY, AND IS LIMITED IN RIGHT OF PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE REFERRED TO BELOW. THE ISSUING ENTITY IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON THIS NOTE.

No. 1	Note Interest Rate: Adjustable Rate

Class A

Cut-off Date: April 9, 2007	Aggregate Initial Note Principal Balance of this Note as of the Cut-off Date: $[____________]

Date of Indenture: April 17, 2007

First Payment Date: May 15, 2007	Initial Note Principal Balance of this Note as of the Cut-off Date: $[______________]

Indenture Trustee: Deutsche Bank National Trust Company	CUSIP: [ ]

Final Scheduled Payment Date: November [ ], 2036

GSR TRUST 2007-HEL1

MORTGAGE-BACKED NOTES

SERIES 2007-HEL1

evidencing a Percentage Interest in the distributions allocable to the Class A Notes with respect to a Trust Estate consisting primarily of a pool of home equity lines of credit that are secured by junior liens on one- to four- family residences sold by GS Mortgage Securities Corp.

This Note is payable solely from the assets of the Trust Estate, and does not represent an obligation of or interest in GS Mortgage Securities Corp., the Owner Trustee or the Indenture Trustee referred to below or any of their affiliates or any other person. Neither this Note nor the underlying HELOCs are guaranteed or insured by any governmental entity or by GS Mortgage Securities Corp. the Owner Trustee or the Indenture Trustee or any of their affiliates or any other person. None of GS Mortgage Securities Corp., the Indenture Trustee or any of their affiliates will have any obligation with respect to any note or other obligation secured by or payable from payments on the Notes.

This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Note. This Note is one of a duly authorized issue of the Issuing Entity’s Mortgage-Backed Notes, Series 2007-HEL1 (the “Notes”), issued under an Indenture dated as of April 17, 2007 (the “Indenture”), between the Issuing Entity and Deutsche Bank National Trust Company, as indenture trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Issuing Entity, the Indenture Trustee, and the Holders of the Notes and the terms upon which the Notes are to be authenticated and delivered. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Interest on this Note will accrue from and including the immediately preceding Payment Date (or with respect to the First Payment Date, the Closing Date) to and including the day prior to the current Payment Date on the Note Principal Balance hereof at a per annum rate equal to the Note Interest Rate set forth above. The Indenture Trustee will distribute on the 15th day of each month, or, if such 15th day is not a Business Day, the immediately following Business Day (each, a “Payment Date”), commencing on the First Payment Date specified above, to the Person in whose name this Note is registered at the close of business on the Business Day immediately preceding such Payment Date so long as such Note remains in book-entry form (and otherwise, the close of business on the last Business Day of the month immediately preceding the month of such Payment Date), an amount equal to the product of the Percentage Interest evidenced by this Note and the amount (of interest and principal, if any) required to be distributed to the Holders of Notes of the same Class as this Note. The Final Scheduled Payment Date is the Payment Date in November, 2036.

Payments on this Note will be made by the Indenture Trustee by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Note Register or, if such Person so requests by notifying the Indenture Trustee in writing as specified in the Indenture. Notwithstanding the above, the final distribution on this Note will be made after due notice by the Indenture Trustee of the pendency of such distribution and only upon presentation and surrender of this Note at the office or agency appointed by the Indenture Trustee for that purpose and designated in such notice. The initial Note Principal Balance of this Note is set forth above. The Note Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon.

This Note is one of a duly authorized issue of Notes designated as set forth on the face hereof. The Notes, in the aggregate, evidence the entire beneficial ownership interest in the Trust Estate (the “Trust Estate”), generally consisting primarily of a pool of home equity lines of credit that are secured by junior liens on one- to four- family residences (collectively, the “HELOCs”), formed pursuant to the Indenture.

MBIA Insurance Corporation (the “Note Insurer”), in consideration of the payment of the premium and subject to the terms of the financial guaranty insurance policy (the “Policy”) issued thereby, has unconditionally and irrevocably guaranteed the payment of an amount equal to the Insured Amount with respect to the Class A Notes with respect to each Payment Date.

The Noteholder, by its acceptance of this Note, agrees that it will look solely to the Trust Estate for payment hereunder and that the Indenture Trustee is not liable to the Noteholders for any amount payable under this Note or the Indenture or, except as expressly provided in the Indenture, subject to any liability under the Indenture.

This does not purport to summarize the Indenture and reference is made to the Indenture for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Indenture Trustee.

Each holder of a Note or beneficial ownership shall be deemed to have made the representations set forth in Section 4.12 of the Indenture.

The Indenture permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Noteholders under the Indenture from time to time by the parties thereto of each Class of Notes affected thereby evidencing over 50% of the Voting Rights of such Class or Classes. Any such consent by the Holder of this Note shall be conclusive and binding on such Holder and upon all future Holders of this Note and of any Note issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Notes. The Indenture also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Notes, with the prior written consent of the Note Insurer.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Notes is registrable with the Indenture Trustee upon surrender of this Notes for registration of transfer at the offices or agencies maintained by the Indenture Trustee for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Notes in authorized denominations representing a like aggregate Percentage Interest will be issued to the designated transferee.

The Notes are issuable only as registered Notes without coupons in the Classes and denominations specified in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, this Note is exchangeable for one or more new Notes evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

No service charge will be made to the Noteholders for any such registration of transfer, but the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Issuing Entity and the Indenture Trustee and any agent of any of them may treat the Person in whose name this Note is registered as the owner hereof for all purposes, and none of the Issuing Entity or the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The obligations created by the Indenture and the Trust Estate created thereby (other than the obligations to make payments to Noteholders with respect to the termination of the Indenture) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect thereto) of the last HELOC remaining in the Trust Estate and disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any HELOC and (B) the remittance of all funds due under the Indenture, or (ii) the optional repurchase by the party named in the Indenture of all the HELOCs and other assets of the Trust Estate in accordance with the terms of the Indenture. Such optional repurchase may be made on any Payment Date after the sum of the Note Principal Balances of the Notes is reduced to an amount less than or equal to 10% of the sum of the original Note Principal Balances of the Notes. The exercise of such right will effect the early retirement of the Notes. In no event, however, will the Trust Estate created by the Indenture continue beyond the earlier of (i) the expiration of 21 years after the death of certain persons identified in Section 8.03 of the Indenture and (ii) the Latest Possible Maturity Date as specified in the Indenture.

Unless this Note has been countersigned by an authorized signatory of the Indenture Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid for any purpose.

IN WITNESS WHEREOF, the Indenture Trustee has caused this Note to be duly executed.

Dated: April 17, 2007


	DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely as Indenture Trustee

	By:
		Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Class A Notes referred to in the within-mentioned Indenture.


	DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely as Indenture Trustee

	By:
		Authorized Signatory

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto __________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage-Backed Notes and hereby authorizes the transfer of registration of such interest to assignee on the Note Register of the Trust Estate.

I (We) further direct the Indenture Trustee to issue a new Note of a like denomination and Class, to the above named assignee and deliver such Note to the following address:

Dated:
	Signature by or on behalf of assignor


		Signature Guaranteed

PAYMENT INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Payments shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of _________________________ account number _____________, or, if mailed by check, to ______________________________. Applicable statements should be mailed to _____________________________________________.

This information is provided by __________________, the assignee named above, or ________________________, as its agent.

EXHIBIT B

HELOC SCHEDULE

(Please See Exhibit A to the Sale and Servicing Agreement)

EXHIBIT C

FORM OF POLICY

FINANCIAL GUARANTY INSURANCE POLICY

POLICY NUMBER: 494530

OBLIGATIONS:		$132,937,000
		GSR Trust 2007-HELl
		Mortgage-Backed Notes, Series 2007-HELl and GSR Trust 2007-HELl Class S Certificates, in an amount not to exceed $19,469,984.16

MBIA Insurance Corporation (the “Insurer”), in consideration of the payment of the premium and subject to the terms of this Financial Guaranty Insurance Policy (this “Policy”), hereby unconditionally and irrevocably guarantees to any Owner that an amount equal to each full and complete Insured Amount will be received from the Insurer by Deutsche Bank National Trust Company, or its successors, as indenture trustee and certificate paying agent for the Owners (in such capacities, the “Indenture Trustee”), on behalf of the Owners, for distribution by the Indenture Trustee to each Owner of each Owner’s proportionate share of the Insured Amount. The Insurer’s obligations hereunder with respect to a particular Insured Amount shall be discharged to the extent funds equal to the applicable Insured Amount are received by the Indenture Trustee, whether or not those funds are properly applied by the Indenture Trustee. Insured Amounts will be made only at the time set forth in this Policy, and no accelerated Insured Amounts will be made regardless of any acceleration of the Obligations, unless the acceleration is at the sole option of the Insurer.

Notwithstanding the foregoing, this Policy does not cover shortfalls, if any, attributable to the liability of the Issuer or the Indenture Trustee for withholding taxes, if any (including interest and penalties in respect of any such liability).

The Insurer will pay any Insured Amount that is a Preference Amount on the Business Day following receipt on a Business Day by the Fiscal Agent (as described below) of (a) a certified copy of the order requiring the return of a preference payment, (b) an opinion of counsel satisfactory to the Insurer that such order is final and not subject to appeal, (c) an assignment in such form as is reasonably required by the Insurer, irrevocably assigning to the Insurer all rights and claims of the Owner relating to or arising under the Obligations against the debtor which made such preference payment or otherwise with respect to such preference payment and (d) appropriate instruments to effect the appointment of the Insurer as agent for such Owner in any legal proceeding related to such preference payment, such instruments being in a form satisfactory to the Insurer, provided that if such documents are received after 12:00 noon, New York City time, on such Business Day, they will be deemed to be received on the following Business Day. Such payments shall be disbursed to the receiver or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Owner and not to any Owner directly unless such Owner has returned principal or interest paid on the Obligations to such receiver or trustee in bankruptcy, in which case such payment shall be disbursed to such Owner.

The Insurer will pay any other amount payable hereunder no later than 12:00 noon, New York City time, on the later of the Payment Date on which the related Deficiency Amount is due or the second Business Day following receipt in New York, New York on a Business Day by U.S. Bank Trust National Association, as Fiscal Agent for the Insurer, or any successor fiscal agent appointed by the Insurer (the “Fiscal Agent”), of a Notice (as described below), provided that if such Notice is received after 12:00 noon, New York City time, on such Business Day, it will be deemed to be received on the following Business Day. If any such Notice received by the Fiscal Agent is not in proper form or is otherwise insufficient for the purpose of making claim hereunder, it shall be deemed not to have been received by the Fiscal Agent for purposes of this paragraph, and the Insurer or the Fiscal Agent, as the case may be, shall promptly so advise the Indenture Trustee and the Indenture Trustee may submit an amended Notice.

Insured Amounts due hereunder, unless otherwise stated herein, will be disbursed by the Fiscal Agent to the Indenture Trustee on behalf of the Owners by wire transfer of immediately available funds in the amount of the Insured Amount less, in respect of Insured Amounts related to Preference Amounts, any amount held by the Indenture Trustee for the payment of such Insured Amount and legally available therefor.

The Fiscal Agent is the agent of the Insurer only, and the Fiscal Agent shall in no event be liable to Owners for any acts of the Fiscal Agent or any failure of the Insurer to deposit, or cause to be deposited, sufficient funds to make payments due under this Policy.

Subject to the terms of the Agreement, the Insurer shall be subrogated to the rights of each Owner to receive payments under the Obligations to the extent of any payment by the Insurer hereunder.

As used herein, the following terms shall have the following meanings:

“Agreement” means the Indenture dated as of April 17, 2007, among the GSR Trust 2007-HELl, as Issuer, and the Indenture Trustee, as indenture trustee, without regard to any amendment or supplement thereto, unless such amendment or supplement has been approved in writing by the Insurer.

“Business Day” means any day other than (a) a Saturday or a Sunday (b) a day on which banking institutions in the States of New York, California, Minnesota or Delaware are required or authorized by law or executive order to be closed.

“Deficiency Amount” means, for any Payment Date, an amount equal to the excess, if any, of: (a) Scheduled Payments over (b) amounts on deposit in the Payment Account available to pay such Scheduled Payments and any other amounts available to the Indenture Trustee or Certificate Paying Agent for payment of such Scheduled Payments.

“Insured Amount” means (a) as of any Payment Date, any Deficiency Amount and (b) any Preference Amount.

“Notice” means the telephonic or telegraphic notice, promptly confirmed in writing by facsimile substantially in the form of Exhibit A attached hereto, the original of which is subsequently delivered by registered or certified mail, from the Indenture Trustee specifying the Insured Amount which shall be due and owing on the applicable Payment Date.

“Owner” means each Noteholder and Class S Certificateholder (as defined in the Agreement) who, on the applicable Payment Date, is entitled under the terms of the applicable Obligations to payment thereunder.

“Preference Amount” means any amount previously distributed to an Owner on the Obligations that is recoverable and sought to be recovered as a voidable preference by a trustee in bankruptcy pursuant to the United States Bankruptcy Code (11 U.S.C.), as amended from time to time in accordance with a final nonappealable order of a court having competent jurisdiction.

“Scheduled Payments” means, with respect to each payment date, the payment to be made to Owners in an aggregate amount equal to (i) the Accrued Interest and Class S Certificate Interest due on the Obligations, (ii) for the Payment Date occurring in November, 2036, the Guaranteed Payment Amount, (iii) for any other Payment Date, the principal portion of any Liquidation Loss Amount to the extent not covered by the Overcollateralization Amount and after application of any excess interest, in each case in accordance with the original terms of the Indenture, the Trust Agreement and the Obligations when issued and without regard to any amendment or modification of the Indenture, the Trust Agreement or the Obligations except amendments or modifications to which the Insurer has given its prior written consent.

Scheduled Payments will not include, nor shall coverage be provided under this Policy in respect of, any Interest Shortfalls, as defined in the Agreement, (including any Relief Act shortfalls with respect to any Relief Act HELOCS or Prepayment Interest Shortfalls) or any Basis Risk Carry Forward Amounts that may be incurred or that may be distributable to the Obligations, Scheduled Payments shall not include payments that become due on an accelerated basis as a result of a default by the Issuer, an election by the Issuer to pay principal on an accelerated basis, the occurrence of an Event of Default under the Indenture or any other cause, unless the Insurer elects, in its sole discretion, to pay in whole or in part such principal due upon acceleration, together with any accrued interest to the date of acceleration. In the event the Insurer does not so elect, this Policy will continue to guarantee payment on the Obligations in accordance with their original terms. Scheduled Payments shall not include any amounts due in respect of the Obligations attributable to any increase in interest rate, penalty or other sum payable by the Issuer by reason of any default or event of default in respect of the Obligations, or by reason of any deterioration of the creditworthiness of the Issuer, nor shall Scheduled Payments include, nor shall coverage be provided under this Policy in respect of, any taxes, withholding or other charge imposed by any governmental authority due in connection with the payment of any Scheduled Payment to an Owner.

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Agreement as of the date of execution of this Policy, without giving effect to any subsequent amendment to or modification of the Agreement unless such amendment or modification has been approved in writing by the Insurer.

Any notice hereunder or service of process on the Fiscal Agent may be made at the address listed below for the Fiscal Agent or such other address as the Insurer shall specify in writing to the Indenture Trustee.

The notice address of the Fiscal Agent is 15th Floor, 61 Broadway, New York, New York 10006, Attention: Municipal Registrar and Paying Agency, or such other address as the Fiscal Agent shall specify to the Indenture Trustee in writing.

THIS POLICY IS BEING ISSUED UNDER AND PURSUANT TO, AND SHALL BE CONSTRUED UNDER, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

The insurance provided by this Policy is not covered by the Property/Casualty Insurance Security Fund specified in Article 76 of the New York Insurance Law.

This Policy is not cancelable for any reason. The premium on this Policy is not refundable for any reason, including payment, or provision being made for payment, prior to maturity of the Obligations.

IN WITNESS WHEREOF, the Insurer has caused this Policy to be executed and attested this 17th day of April, 2007.

MBIA INSURANCE CORPORATION

By:
Title:	President

Attest:

By:
Title:	Assistant Secretary

EXHIBIT A

TO FINANCIAL GUARANTY INSURANCE

POLICY NUMBER: 494530

NOTICE UNDER FINANCIAL GUARANTY

INSURANCE POLICY NUMBER: 494530

U.S. Bank Trust National Association, as Fiscal Agent for MBIA Insurance Corporation

15th Floor

61 Broadway

New York, NY 10006

Attention: Municipal Registrar and Paying Agency

MBIA Insurance Corporation

113 King Street

Armonk, NY 10504

The undersigned, a duly authorized officer of [NAME OF INDENTURE TRUSTEE] as indenture trustee (the “Indenture Trustee”), hereby certifies to U.S. Bank Trust National Association (the “Fiscal Agent”) and MBIA Insurance Corporation (the “Insurer”), with reference to Financial Guaranty Insurance Policy Number: 494530 (the “Policy”) issued by the Insurer in respect of the $132,937,000 GSR Trust 2007-HELl Mortgage-Backed Notes, Series 2007-HELl and GSR Trust 2007-HELl, Class S Certificates, in an amount not to exceed $19,469,984.16 (the “Obligations”), that:

(a) the Indenture Trustee is the indenture trustee under the Indenture dated as of April 17, 2007 between GSR Trust 2007-HELl, as Issuer, and the Indenture Trustee, as indenture trustee for the Owners;

(b) the amount due under the definition of Deficiency Amount for any Payment Date occurring on [___] (the “Applicable Payment Date”) is $[__________] (the “Deficiency Amount”);

(c) the amount of previously distributed payments on the Obligations that is recoverable and sought to be recovered as a voidable preference by a trustee in bankruptcy pursuant to the Bankruptcy Code in accordance with a final nonappealable order of a court having competent jurisdiction is $[__________] (the “Preference Amount”);

(d) the total Insured Amount due is $[__________], which amount equals the sum of the Deficiency Amount and the Preference Amount;

(e) the Indenture Trustee is making a claim under and pursuant to the terms of the Policy for the dollar amount of the Insured Amount set forth in (b) above to be applied to the payment of the Deficiency Amount for the Applicable Payment Date in accordance with the Agreement and for the dollar amount of the Insured Amount set forth in (c) above to be applied to the payment of any Preference Amount; and

(f) the Indenture Trustee directs that payment of the Insured Amount be made to the following account by bank wire transfer of federal or other immediately available funds in accordance with the terms of the Policy: [INDENTURE TRUSTEE’S ACCOUNT NUMBER].

Any capitalized term used in this Notice and not otherwise defined herein shall have the meaning assigned thereto in the Policy.

Any Person Who Knowingly And With Intent To Defraud Any Insurance Company Or Other Person Files An Application For Insurance Or Statement Of Claim Containing Any Materially False Information, Or Conceals For The Purpose Of Misleading, Information Concerning Any Fact Material Thereto, Commits A Fraudulent Insurance Act, Which Is A Crime And Shall Also Be Subject To A Civil Penalty Not To Exceed Five Thousand Dollars And The Stated Value Of The Claim For Each Such Violation.

IN WITNESS WHEREOF, the Indenture Trustee has executed and delivered this Notice under the Policy as of the [__] day of [_____________], [__].

[NAME OF INDENTURE TRUSTEE], as Indenture Trustee

By:
Title:

CERTIFICATE OF

MBIA INSURANCE CORPORATION

To the Parties on the Attached Schedule I.

$132,937,000

GSR Trust 2007-HELl

Mortgage-Backed Notes, Series 2007-HELl and GSR Trust 2007-HELl

Class S Certificates, in an amount not to exceed $19,469,984.16

Ladies and Gentlemen:

Reference is made to the Free Writing Prospectus (the “Free Writing Prospectus”) dated April 5, 2007 and the Prospectus Supplement (the “Prospectus Supplement”) dated April 16, 2007 with respect to the above-mentioned notes. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Prospectus Supplement or the Indenture (as defined in the Prospectus Supplement). With respect to the GSR Trust 2007-HELl, Mortgage-Backed Notes, Series. 2007-HELl (the “Notes”) and GSR Trust 2007-HELl, Series S Certificates, the undersigned hereby certifies the following:

(a) The undersigned is a duly authorized representative of MBIA Insurance Corporation (the “Insurer”) and is authorized to execute and deliver this certificate.

(b) The consolidated financial statements of the Insurer as of December 31, 2006 and December 31, 2005 and for each of the three years ended December 31, 2006 incorporated by reference in the Free Writing Prospectus and the Prospectus Supplement (the “Insurer Audited Financial Statements”), fairly present in all material respects the financial condition of the Insurer as of such date and for the period covered by such statements in accordance with generally accepted accounting principles consistently applied. Since December 31, 2006 there has been no material change in such financial condition of the Insurer which would materially and adversely affect its ability to perform its obligations under the Policy.

(c) The information set forth in and incorporated by reference in the Free Writing Prospectus and the Prospectus Supplement as of the date hereof under the captions “THE NOTE INSURER” and “THE POLICY” (the “Insurer Information”) is limited and does not purport to provide the scope of disclosure required to be included in a prospectus for a registrant under the Securities Act of 1933, in connection with the public offer and sale of securities of such registrant. Within such limited scope of disclosure, the Insurer Information does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d) There are no actions, suits, proceedings or investigations pending or, to the best of the Insurer’s knowledge, threatened against it at law or in equity or before or by any court, governmental agency, board or commission or any arbitrator which, if decided adversely, would materially and adversely affect its condition (financial or otherwise) or operations or which would materially and adversely affect its ability to perform its obligations under the Policy, the Insurance Agreement dated as of April 17, 2007 (the “Insurance Agreement”) among the Insurer, Residential Funding Company, LLC, as Original Loan Seller and as Servicer, GSR Trust 2007-HELl, as Issuer, Goldman Sachs Mortgage Company, as Sponsor and GS Mortgage Securities Corp., as Depositor and the Indemnification Agreement, dated as of April 16, 2007 (the “Indemnification Agreement”) relating to the Notes.

(e) The execution and delivery of the Insurance Agreement and the Indemnification Agreement and the Policy and the compliance with the terms and provisions thereof will not conflict with, result in a breach of, or constitute a default under any of the terms, provisions or conditions of, the Restated Charter or By-Laws of the Insurer, or any agreement, indenture or other instrument to which the Insurer is a party, to the extent such conflict, breach or default would materially and adversely affect the Insurer’s ability to perform its obligations under the Policy.

(f) The issuance of the Policy and the execution, delivery and performance of the Insurance Agreement and the Indemnification Agreement have been duly authorized by all necessary corporate proceedings. No further approvals or filings of any kind, including, without limitation, any further approvals of or further filing with any governmental agency or other governmental authority, or any approval of the Insurer’s board of directors or stockholders, are necessary for the Policy and the Insurance Agreement and the Indemnification Agreement to constitute the legal, valid and binding obligations of the Insurer.

[signature page follows]

Dated this 17th day of April 2007.

MBIA INSURANCE CORPORATION

By:
	Assistant Secretary

[Signature Page to MBIA Certificate — GSR 2007-HELl]

SCHEDULE I

Goldman Sachs Mortgage Company	Deutsche Bank National Trust Company
85 Broad Street	1761 East St. Andrew Place
New York, NY 10004	Santa Ana, CA 92705-4934

Residential Funding Company, LLC	Moody’s Investors Service, Inc.
8400 Normandale Lake Boulevard	99 Church Street
Minneapolis, MN 55437	4^th Floor
	New York, NY 10007

GSR Trust 2007-HELl	Standard & Poor’s Ratings Services
c/o Wilmington Trust Company	55 Water Street
1100 Market Street	New York, NY 10041
Wilmington, DE 19890-0001

GS Mortgage Securities Corp.	Goldman, Sachs & Co.
85 Broad Street	85 Broad Street
New York, NY 10004	New York, NY 10004

Wilmington Trust Company 1100 Market Street Wilmington, DE 19890-0001

APPENDIX A

DEFINITIONS

Account: The Custodial Account, the Payment Account, the Certificate Distribution Account, Policy Payments Account or the Excess Reserve Fund Account, as the context may require.

Accrual Period: With respect to the Notes, the Class S Certificates and the Class X Certificates and any Payment Date, the period from and including the preceding Payment Date (or from the Closing Date, in the case of the first Payment Date) to and including the day prior to the current Payment Date. Calculations of interest on the Notes, the Class S Certificates and the Class X Certificates will be based on a 360-day year and the actual number of days elapsed during the related accrual period.

Accrued Interest: With respect to the Notes and any Payment Date, the amount of interest accrued during the related Accrual Period on the related Note Principal Balance immediately prior to such Payment Date at the related Note Interest Rate, as reduced by the Notes’ share of net prepayment interest shortfalls and any shortfalls resulting from the application of the Relief Act or any similar state statute.

Additional Form 10-D Disclosure: The meaning specified in Section 3.16 of the Sale and Servicing Agreement.

Additional Form 10-K Disclosure: The meaning specified in Section 3.16 of the Sale and Servicing Agreement.

Administration Agreement: The Administration Agreement, dated as of April 17, 2007, among the Issuing Entity, the Depositor, the Owner Trustee and the Indenture Trustee.

Adjustment Date: As to each HELOC, each date set forth in the related Mortgage Note on which an adjustment to the interest rate on such HELOC becomes effective.

Affiliate: With respect to any Person, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, “control” means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise and “controlling” and “controlled” shall have meanings correlative to the foregoing.

Annual Statement of Compliance: The meaning specified in Section 3.08 of the Sale and Servicing Agreement.

Applicable Credit Rating: For any long-term deposit or security, a credit rating of “AAA” from Standard & Poor’s or a credit rating of “Aaa” from Moody’s. For any short-term deposit or security, a rating of “A-l+” from Standard & Poor’s or a credit rating of “P-1” from Moody’s.

Appraised Value: For any Mortgaged Property related to a HELOC, the amount set forth as the appraised value of such Mortgaged Property in an appraisal made for the mortgage originator in connection with its origination of the related HELOC.

Assessment of Compliance: The meaning specified in Section 3.09 of the Sale and Servicing Agreement.

Assignment of Mortgage: An assignment of Mortgage, notice of transfer or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering Mortgages secured by Mortgaged Properties located in the same county, if permitted by law.

Attestation Report: The meaning specified in Section 3.09 of the Sale and Servicing Agreement.

Authorized Newspaper: A newspaper of general circulation in the Borough of Manhattan, The City of New York, printed in the English language and customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays.

Authorized Officer: With respect to the Issuing Entity, any officer of the Owner Trustee or the Depositor who is authorized to act for the Owner Trustee or the Depositor, respectively, in matters relating to the Issuing Entity and who is identified on the list of Authorized Officers delivered by the Owner Trustee or the Depositor, as applicable, to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter).

Bankruptcy Code: The United States Bankruptcy Code, as amended as codified in 11 U.S.C. §§ 101-1330.

Bankruptcy Loss: With respect to any HELOC, any Deficient Valuation or Debt Service Reduction related to such HELOC as reported by the Servicer.

Basic Documents: The Sale and Servicing Agreement, the Master PSA, the PPTL, the Indenture, the Trust Agreement, the Custodial Agreement, the Administration Agreement, the Insurance Agreement and the other documents and certificates delivered in connection with any of the above.

Basic Principal Distribution Amount: With respect to any Payment Date, (i) during the Managed Amortization Period, the aggregate Principal Collection Amount for that Payment Date less the Excess Overcollateralization Amount and the aggregate Draws on the HELOCs for that Payment Date, and (ii) during the Rapid Amortization Period, the aggregate Principal Collection Amount for that Payment Date less the Excess Overcollateralization Amount for that Payment Date.

Basis Risk Carry Forward Amount: With respect to the Notes and any Payment Date, the sum of (A) the positive excess of (i) the amount of interest that would have been payable to the Notes on such Payment Date if the Note Interest Rate for such Payment Date were calculated at the Formula Rate, over (ii) the amount of interest payable on the Notes at the WAC Cap for such Payment Date (such excess being the “Basis Risk Shortfall” for such Payment Date) and (B) the Basis Risk Carry Forward Amount for any previous Payment Dates not previously paid, together with interest thereon at a rate equal to the related Formula Rate for such the Notes for such Payment Date.

Basis Risk Payment: With respect to any Payment Date, the aggregate of the Basis Risk Carry Forward Amounts for such Payment Date; provided, however, that, with respect to any Payment Date, the Basis Risk Payment cannot exceed the amount of funds otherwise distributable on the Class X Certificates.

Beneficial Owner: With respect to any Note or Certificate, the Person who is the beneficial owner of such Note or Certificate as reflected on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly as a Depository Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository).

Book-Entry Notes: Beneficial interests in the Notes, ownership and transfers of which shall be made through book entries by the Depository as described in the Indenture.

Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which the New York Stock Exchange or Federal Reserve is closed or on which banking institutions in the jurisdiction in which the Indenture Trustee, the Owner Trustee or the Servicer is located are authorized or obligated by law or executive order to be closed.

Certificate Distribution Account: The meaning specified in Section 4.06 of the Sale and Servicing Agreement.

Certificateholder: The Person in whose name a Certificate is registered in the Certificate Register. Owners of Certificates that have been pledged in good faith may be regarded as Holders if the pledgee establishes to the satisfaction of the Indenture Trustee or the Owner Trustee, as the case may be, the pledgee’s right so to act with respect to such Certificates and that the pledgee is not the Issuing Entity, any other obligor upon the Certificates or any Affiliate of any of the foregoing Persons.

Certificate Interest Rate: With respect to the Class S Certificates, the lesser of (a) the Formula Rate and (b) the WAC Cap.

Certificate of Trust: The Certificate of Trust filed for the Issuing Entity pursuant to Section 3810(a) of the Statutory Trust Statute.

Certificate Paying Agent: Initially, the Indenture Trustee, in its capacity as Certificate Paying Agent, or any successor to the Indenture Trustee in such capacity.

Certificate Principal Balance: With respect to the Class S Certificates, the amount by which on any Payment Date Draws on the HELOCs exceed the Principal Collection Amount, minus all amounts in respect of principal distributed to the Class S Certificates on previous Payment Dates. The initial Certificate Principal Balance of the Class S Certificates is equal to zero.

Certificate Register: The register maintained by the Certificate Registrar in which the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates.

Certificate Registrar: Initially, the Indenture Trustee, in its capacity as Certificate Registrar, or any successor to the Indenture Trustee in such capacity pursuant to the Trust Agreement.

Certificates: The Class X, Class X-1, Class S and Class R Certificates.

Certification: The meaning specified in Section 3.16 of the Sale and Servicing Agreement.

Charged-Off HELOC: Any HELOC that is more than 180 days (or, earlier, in accordance with the Servicer’s servicing practices) past due.

Class: The Class A Notes, or any of the Class X, Class X-1, Class S or Class R Certificates.

Class A Notes: The Class A Notes, each in the form attached as Exhibit A to the Indenture.

Class A Principal Distribution Amount: With respect to any Payment Date, an amount equal to the excess (if any) of (x) the Note Principal Balance of the Class A Notes immediately prior to such Payment Date over (y) the lesser of (A) the product of (i) 95.10% and (ii) the aggregate Stated Principal Balance of the HELOCs for such Payment Date, and (B) the excess (if any) of the aggregate Stated Principal Balance of the HELOCs for such Payment Date over 0.50% of the aggregate Stated Principal Balance of the HELOCs as of the Cut-off Date.

Class R Certificates: The Class R Certificates, each in the form attached as Exhibit A-3 to the Trust Agreement, evidencing ownership of the Class R-1 Interest, Class R-2 Interest and Class R-3 Interest.

Class R-1 Interest: The uncertificated Residual Interest in REMIC II.

Class R-2 Interest: The uncertificated Residual Interest in REMIC III.

Class R-3 Interest: The uncertificated Residual Interest in REMIC IV.

Class S Certificate Interest: With respect to the Class S Certificate on any Payment Date, the amount of interest accrued during the related Accrual Period on the Certificate Principal Balance immediately prior to such Payment Date at the Certificate Interest Rate, as reduced by the Class S Certificate’s share of net prepayment interest shortfalls and any shortfalls resulting from the application of the Relief Act or any similar state statute.

Class X Distribution Amount: With respect to any Payment Date, the sum of (i) the Accrued Interest for the Class X Certificates for such Payment Date and (ii) without duplication, any Subsequent Recoveries not distributed to the Notes on such Payment Date; provided, however that on any Payment Date after the Payment Date on which the Note Principal Balances of the Notes have been reduced to zero, the Class X Distribution Amount shall include the Overcollateralization Amount.

Class X Interest Rate: With respect to the Class X Interest and any Payment Date, a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amount determined for each REMIC II Regular Interest equal to (x) the excess of the Uncertificated REMIC II Pass-Through Rate for such REMIC II Regular Interest over the Marker Rate, applied to (y) a notional amount equal to the Uncertificated Principal Balance of such REMIC II Regular Interest, and the denominator of which is the aggregate Uncertificated Principal Balance of such REMIC II Regular Interests.

Closing Date: April 17, 2007.

Code: The Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

Collateral: The meaning specified in the Granting Clause of the Indenture.

Commission: The Securities and Exchange Commission.

Constant Draw Rate: A constant rate of additional balances drawn on the HELOCs.

Corporate Trust Office: With respect to the Indenture Trustee, Certificate Registrar and Note Registrar, the principal corporate trust office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this instrument is located at 1761 East St. Andrew Place, Santa Ana, California 92705-4934, Attention: Trust Administration - GS07H1. With respect to the Owner Trustee, the principal corporate trust office of the Owner Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Trust Agreement is located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration.

CPR: A constant rate of prepayment on the HELOCs.

Credit Enhancement Percentage: With respect to any Payment Date, the percentage obtained by dividing (x) the Overcollateralization Amount after taking into account the distributions of the Principal Distribution Amount for such Payment Date by (y) the aggregate Stated Principal Balance of the HELOCs as of the last day of the related Due Period.

Credit Line Agreement: With respect to any HELOC, the credit line account agreement executed by the related Mortgagor and any amendment or modification thereof.

Cumulative Realized Loss Percentage: With respect to the Notes and any Payment Date is equal to the percentage obtained by dividing (x) the aggregate Realized Loss Amounts on the HELOCs incurred since the Cut-off Date through the end of the related Due Period, minus the principal portion of any amounts received in respect of the HELOCs following the charge-off, by (y) the aggregate Stated Principal Balance of the HELOCs as of the Cut-off Date.

Custodial Account: The trust account or accounts created and maintained pursuant to Section 3.02 of the Sale and Servicing Agreement. The Custodial Account shall be an Eligible Account.

Custodial Agreement: The custodial agreement, dated as of April 17, 2007, among the Indenture Trustee, the Custodian, the Sponsor, and the Depositor, relating to the GSR Trust 2007-HEL1, Mortgage-Backed Notes, Series 2007-HEL1, in the form attached as Exhibit M to the Sale and Servicing Agreement.

Custodian: Wells Fargo Bank, N.A., and its successors and assigns.

Cut-off Date: With respect to the HELOCs, April 9, 2007.

Cut-off Date Balance: $132,276,021.43.

Cut-off Date Principal Balance: With respect to any HELOC, the unpaid principal balance thereof as of the Cut-off Date after applying the principal portion of Monthly Payments due on or before such date, whether or not received, and without regard to any payments due after such date.

Debt Service Reduction: With respect to any HELOC, a reduction by a court of competent jurisdiction in a bankruptcy proceeding in the scheduled monthly payment due on any due date for such HELOC which becomes final and non-appealable, except such a reduction resulting from a Deficient Valuation or any reduction that results in a permanent forgiveness of principal.

Default: Any occurrence which is or with notice or the lapse of time or both would become an Event of Default.

Deficiency Amount: The meaning specified in the Policy.

Deficient Valuation: With respect to any HELOC, a valuation by a court of competent jurisdiction in a bankruptcy proceeding of the mortgaged property in an amount less than the then outstanding indebtedness under the HELOC and any senior lien on the Mortgaged Property, or any reduction in the amount of principal to be paid in connection with any scheduled monthly payment due on any Due Date that results in a permanent forgiveness of principal, which valuation or reduction results from an order of such court which is final and non-appealable.

Deficit Determination Date: The meaning specified in Section 2.11 of the Sale and Servicing Agreement.

Definitive Notes: The meaning specified in Section 4.08 of the Indenture.

Depositor: GS Mortgage Securities Corp., a Delaware corporation, or its successor in interest.

Depository: The Depository Trust Company, the nominee of which is Cede & Co., or any successor thereto.

Depository Participant: A Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities deposited with the Depository.

Designated Depository Institution: A depository institution (commercial bank, federal savings bank, mutual savings bank or savings and loan association) or trust company (which may include the Indenture Trustee), the deposits of which are fully insured by the FDIC to the extent provided by law.

Determination Date: The Business Day immediately preceding the related Servicer Remittance Date.

Draw: With respect to any HELOC, an additional borrowing by the related mortgagor subsequent to the Cut-off Date in accordance with the related mortgage note.

Draw Period: With respect to any HELOC, the period during which the related mortgagor is permitted to make Draws.

Due Date: With respect to each HELOC, the day of the month on which each scheduled Monthly Payment is due.

Due Period: With respect to any Payment Date (other than the first Payment Date) and the HELOCs, the period beginning on the 6th day of the calendar month immediately preceding the month in which such Payment Date occurs and ending on the 5th day of the month in which such Payment Date occurs, and with respect to the first Payment Date, the period beginning on April 10, 2007 and ending on May 5, 2007.

EDGAR: The meaning specified in Section 3.16 of the Sale and Servicing Agreement.

Eligible Account: An account that is any of the following: (i) maintained with a depository institution the short-term debt obligations of which have been rated by each Rating Agency in its highest rating category available, or (ii) an account or accounts in a depository institution in which such accounts are fully insured to the limits established by the FDIC, provided that any deposits not so insured shall, to the extent acceptable to each Rating Agency, as evidenced in writing, be maintained such that (as evidenced by an Opinion of Counsel delivered to the Indenture Trustee, the Note Insurer and each Rating Agency) the Indenture Trustee have a claim with respect to the funds in such account or a perfected first priority security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution with which such account is maintained, or (iii) in the case of the Custodial Account and the Payment Account, a trust account or accounts maintained in the corporate trust division of the Servicer or Indenture Trustee, or (iv) an account or accounts of a depository institution acceptable to each Rating Agency (as evidenced in writing by each Rating Agency that use of any such account as the Custodial Account or the Payment Account will not reduce the rating assigned to any of the Notes by such Rating Agency as of the Closing Date by such Rating Agency).

ERISA: The Employee Retirement Income Security Act of 1974, as amended.

Event of Default: With respect to the Indenture, any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(i) a failure by the Issuing Entity to pay any interest on or principal of the Class A Notes on any Payment Date and such default shall continue for a period of five days; or

(ii) there occurs a default in the observance or performance of any covenant or agreement of the Issuing Entity made in the Indenture, or any representation or warranty of the Issuing Entity made in the Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, by registered or certified mail, to the Issuing Entity by the Indenture Trustee or to the Issuing Entity and the Indenture Trustee by the Note Insurer (so long as no Note Insurer Default exists) or the Holders of at least 25% of the aggregate Note Principal Balance of the Outstanding Notes, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a notice of default hereunder; or

(iii) there occurs the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuing Entity or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuing Entity or for any substantial part of the Trust Estate, or ordering the winding-up or liquidation of the Issuing Entity’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(iv) there occurs the commencement by the Issuing Entity of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuing Entity to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuing Entity to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuing Entity or for any substantial part of the assets of the Trust Estate, or the making by the Issuing Entity of any general assignment for the benefit of creditors, or the failure by the Issuing Entity generally to pay its debts as such debts become due, or the taking of any action by the Issuing Entity in furtherance of any of the foregoing.

Event of Servicer Termination: The occurrence of an event permitting termination or removal of the Servicer under the Sale and Servicing Agreement as servicer of the HELOCs.

Excess Liquidation Proceeds: To the extent that such amount is not required by law to be paid to the related Mortgagor, the amount, if any, by which Liquidation Proceeds with respect to a Charged-Off HELOC exceed the sum of (i) the Outstanding Principal Balance of such HELOC and accrued but unpaid interest at the related Mortgage Interest Rate through the last day of the month in which the related Liquidation Date occurs, (ii) related Liquidation Expenses (including Liquidation Expenses which are payable therefrom to the Servicer in accordance with the Sale and Servicing Agreement) and (iii) unreimbursed advances by the Servicer.

Excess Overcollateralization Amount: With respect to HELOCs and any Payment Date, the excess, if any, of the Overcollateralization Amount on that Payment Date over the Overcollateralization Target Amount.

Excess Reserve Fund Account: An account established by the Indenture Trustee pursuant to Section 3.20 of the Indenture on behalf of the Class X Certificateholders to receive any related Basis Risk Payment and to pay to the Class A Notes any Basis Risk Carry Forward Amounts.

Excess Reserve Fund Account Deposit: With respect to the Excess Reserve Fund Account, an amount equal to $5,000, which the Depositor shall deposit into the Excess Reserve Fund Account, pursuant to Section 3.20 of the Indenture.

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Expense Adjusted Mortgage Rate: With respect to any HELOC or REO Property, the then applicable interest rate thereon less the Expense Fee Rate.

Expense Fee Rate: With respect to any HELOC or REO Property, a per annum rate equal to the sum of the Servicing Fee Rate and the Indenture Trustee Fee Rate.

Expenses: The meaning specified in Section 7.02 of the Trust Agreement.

Extra Principal Distribution Amount: With respect to any Payment Date, other than the third, the fourth and the fifth Payment Dates, the lesser of (i) the excess of (x) interest collected on the HELOCs for such Payment Date (less the Servicing Fee, the Indenture Trustee Fee and the Insurer Premium) and available for payment on such Payment Date, over (y) the sum of interest payable on the Notes and Class S Certificates on such Payment Date and (ii) the Overcollateralization Deficiency Amount for such Payment Date.

Fannie Mae: Fannie Mae (formerly, Federal National Mortgage Association), or any successor thereto.

Federal Funds Rate: For any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the overnight federal funds rates as in Federal Reserve Board Statistical Release H.15(519) or, with the consent of the Servicer, any successor or substitute publication selected by the Indendenture Trustee (or, if such day is not a Business Day, for the next succeeding Business Day), or, if, for any reason, such rate is not available on any day, the rate determined by the Indenture Trustee, with the conesent of the Servicer, to be the rate at which overnight federal funds are being offered in the national federal funds market at 9:00am. (New York time).

FDIC: The Federal Deposit Insurance Corporation or any successor thereto.

Final Certification: The final certification delivered by the Custodian pursuant to Section 2.3(c) of the Custodial Agreement in the form attached thereto as Exhibit Three.

Final Scheduled Payment Date: With respect to the Notes, the Payment Date in November 2036.

Form 8-K Disclosure Information: The meaning specified in Section 3.16 of the Sale and Servicing Agreement.

Formula Rate: With respect to the Notes and the Class S Certificates and, for purposes of the definition of “Note Interest Rate”, REMIC II Regular Interest A, a per annum rate equal to One-Month LIBOR plus the applicable Margin.

Freddie Mac: Federal Home Loan Mortgage Corporation, or any successor thereto.

Free Writing Prospectus: The free writing prospectus, dated April 5, 2007, prepared by the Depositor and relating to the issuance of the Notes, and the accompanying prospectus, dated February 13, 2007.

Grant: Pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of such collateral or other agreement or instrument and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

Guaranteed Payment Amount: The aggregate outstanding Note Principal Balance of the Offered Notes and the Class S Certificates on the Payment Date in November 2036, after giving effect to all other distributions of principal on the Offered Notes and the Class S Certificates on such Payment Date from all sources other than the Policy.

HELOC: A home equity line of credit transferred and assigned to the Issuing Entity pursuant to Section 2.01 or Section 2.04 of the Sale and Servicing Agreement, as identified in the Mortgage Loan Schedule, including a HELOC the property securing which has become an REO Property.

HELOC Schedule: The schedule, attached as Exhibit A to the Sale and Servicing Agreement with respect to the HELOCs.

Holder: Any Certificateholder or any Noteholder, as the context requires.

Indemnified Party: The meaning specified in Section 7.02 of the Trust Agreement.

Indenture: The indenture, dated as of April 17, 2007, among the Issuing Entity and the Indenture Trustee, relating to the GSR Trust 2007-HEL1, Mortgage-Backed Notes, 2007-HEL1.

Indenture Trustee: Deutsche Bank National Trust Company, and its successors and assigns or any successor indenture trustee appointed pursuant to the terms of the Indenture.

Indenture Trustee Fee: With respect to any HELOC, an amount equal to one-twelfth of the Indenture Trustee Fee Rate on the Stated Principal Balance of such HELOC as of the first day of the Due Period preceding the applicable Payment Date.

Indenture Trustee Fee Rate: 0.010% per annum.

Independent: When used with respect to any specified Person, the Person (i) is in fact independent of the Issuing Entity, any other obligor on the Notes, the Sponsor, the Servicer, the Depositor and any Affiliate of any of the foregoing Persons, (ii) does not have any direct financial interest or any material indirect financial interest in the Issuing Entity, any such other obligor, the Sponsor, the Servicer, the Depositor or any Affiliate of any of the foregoing Persons and (iii) is not connected with the Issuing Entity, any such other obligor, the Sponsor, the Servicer, the Depositor or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

Independent Certificate: A certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 10.01 of the Indenture, made by an independent appraiser or other expert appointed by an Issuing Entity Request and approved by the Indenture Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of “Independent” in this Indenture and that the signer is Independent within the meaning thereof.

Index: The index, if any, specified in a Mortgage Note by reference to which the related Mortgage Interest Rate will be adjusted from time to time.

Initial Certification: The initial certification delivered by the Custodian pursuant to Section 2.3(a) of the Custodial Agreement in the form attached thereto as Exhibit One.

Initial Note Principal Balance: With respect to the Class A Notes, $132,937,000.

Insurance Agreement: The Insurance Agreement, dated as of April 17, 2007, among the Note Insurer, the Original Seller and Master Servicer, the Issuing Entity, the Sponsor and the Depositor, including any amendments and supplements thereto in accordance with the terms thereof.

Insurance Policy: With respect to any HELOC, any standard hazard insurance policy, flood insurance policy or title insurance policy.

Insurance Proceeds: Amounts paid by the insurer under any Insurance Policy covering any HELOC or Mortgaged Property other than amounts required to be paid over to the Mortgagor pursuant to law or the related Mortgage Note or Security Instrument and other than amounts used to repair or restore the Mortgaged Property or to reimburse insured expenses.

Insured Amounts: The meaning specified in the Policy.

Insurer Premium: The premium due to the Note Insurer calculated based on the product of the Insurer Premium Percentage and the aggregate of the Note Principal Balance of the Notes and the Certificate Principal Balance of the Class S Certificates as of the immediately preceding Payment Date, based on a 360-day year and the actual number of days in the related period.

Insurer Premium Percentage: 0.400% per annum.

Interest Adjustment Date: With respect to a HELOC, the date, if any, specified in the related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.

Interest Determination Date: With respect to the first Accrual Period, the second LIBOR Business Day preceding the Closing Date, and with respect to each Accrual Period thereafter, the second LIBOR Business Day preceding the related Payment Date on which such Accrual Period commences.

Interest Remittance Amount: With respect to each Payment Date, an amount equal to the amount received by the Servicer and consisting of interest collected during the related Due Period on the HELOCs and allocated to interest in accordance with the terms of the Sale and Servicing Agreement, together with the interest portion of any repurchase price relating to any repurchased HELOCs and any Subsequent Recoveries on HELOCs that were previously Charged-Off HELOCs, reduced, without duplication, by the Servicing Fee, the Indenture Trustee Fee and any expenses of the Issuing Entity.

Interest Shortfall: With respect to any Payment Date and each HELOC that during the related Prepayment Period was the subject of a Principal Prepayment or constitutes a Relief Act HELOC, an amount determined as follows:

(a) Partial principal prepayments received during the relevant Prepayment Period: The difference between (i) one month’s interest at the applicable Expense Adjusted Mortgage Rate on the amount of such prepayment and (ii) the amount of interest for the calendar month of such prepayment (adjusted to the applicable Expense Adjusted Mortgage Rate) received at the time of such prepayment;

(b) Principal prepayments in full received during the relevant Prepayment Period: The difference between (i) one month’s interest at the applicable Expense Adjusted Mortgage Rate on the Stated Principal Balance of such HELOC immediately prior to such prepayment and (ii) the amount of interest for the calendar month of such prepayment (adjusted to the applicable Expense Adjusted Mortgage Rate) received at the time of such prepayment; and

(c) Relief Act HELOCs: As to any Relief Act HELOC, the excess of (i) 30 days’ interest (or, in the case of a principal prepayment in full, interest to the date of prepayment) on the Stated Principal Balance thereof (or, in the case of a principal prepayment in part, on the amount so prepaid) at the related Expense Adjusted Mortgage Rate over (ii) 30 days’ interest (or, in the case of a principal prepayment in full, interest to the date of prepayment) on such Stated Principal Balance (or, in the case of a Principal Prepayment in part, on the amount so prepaid) at the Expense Adjusted Mortgage Rate required to be paid by the Mortgagor as limited by application of the Relief Act.

Interim Certification: The interim certification delivered by the Custodian pursuant to Section 2.3(b) of the Custodial Agreement in the form attached thereto as Exhibit Two.

Intervening Assignments: The original intervening assignments of the Mortgage, notices of transfer or equivalent instrument.

Investment Company Act: The Investment Company Act of 1940, as amended, and any amendments thereto.

IRS: The Internal Revenue Service.

Issuing Entity: GSR Trust 2007-HEL1, a Delaware statutory trust, or its successor in interest.

Issuing Entity Request: A written order or request signed in the name of the Issuing Entity by any one of its Authorized Officers and delivered to the Indenture Trustee.

Latest Possible Maturity Date: November 15, 2036.

LIBOR Business Day: A day on which banks are open for dealing in foreign currency and exchange in London and New York City.

Lien: Any mortgage, deed of trust, pledge, conveyance, hypothecation, assignment, participation, deposit arrangement, encumbrance, lien (statutory or other), preference, priority right or interest or other security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any financing statement under the UCC (other than any such financing statement filed for informational purposes only) or comparable law of any jurisdiction to evidence any of the foregoing.

Liquidation Date: With respect to any Charged-Off HELOC, the date on which the Servicer has certified that such HELOC has become a Charged-Off HELOC.

Liquidation Expenses: With respect to a HELOC in liquidation, unreimbursed expenses (exclusive of overhead) paid or incurred by or for the account of the Servicer in connection with the liquidation of such HELOC and the related Mortgage Property, such expenses including (a) property protection expenses, (b) property sales expenses, (c) foreclosure and sale costs, including court costs and reasonable attorneys’ fees, and (d) similar expenses reasonably paid or incurred in connection with liquidation.

Liquidation Loss Amount: With respect to any Payment Date and any HELOC which became a Charged-Off HELOC during the related Due Period, the unrecovered principal balance of that HELOC at the end of such Due Period, after giving effect to the Liquidation Proceeds applied in reduction of the principal balance of that Charged-Off HELOC. If a Bankruptcy Loss has occurred with respect to any HELOC, the amount of the Bankruptcy Loss will be treated as a Liquidation Loss Amount.

Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted HELOC, whether through trustee’s sale, foreclosure sale, Insurance Proceeds, condemnation proceeds or otherwise.

Loan-to-Value Ratio: With respect to any HELOC, the fraction, expressed as a percentage, the numerator of which is the original principal balance of the related HELOC and the denominator of which is the Original Value of the related Mortgaged Property.

Lost Notes: The original Mortgage Notes that have been lost, as indicated on the Mortgage Loan Schedule.

Majority Securityholders: The holder or holders of in excess of 50% of the balance of the Notes, and following the reduction of the aggregate balance of the Notes to zero, the holders of the Residual Certificates (voting collectively as a single class).

Managed Amortization Period: With respect to the Notes and the Class S Certificates, the period beginning on the Cut-off Date and ending on the earlier of (i) the Payment Date in May 2012 and (ii) the occurrence of a Rapid Amortization Event.

Margin: With respect to any Payment Date on or prior to the first possible Optional Termination Date and the Class A Notes and Class S Certificates, and, for purposes of the definition of “Formula Rate”, REMIC II Regular Interest A, 0.160% per annum; and with respect to any Payment Date after the first possible Optional Termination Date, the Margin will increase to 0.320% per annum.

Marker Rate: With respect to the Class X Interest and any Payment Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC II Pass-Through Rates for the REMIC I Regular Interests (other than REMIC II Regular Interest AA), with the rate on each such REMIC II Regular Interest (other than REMIC II Regular Interest ZZ) subject to a cap equal to the Note Interest Rate for the Class A Note for the purpose of this calculation for such Payment Date, and with the rate on REMIC II Regular Interest ZZ subject to a cap of zero for the purpose of this calculation.

Master PSA: Master Home Equity Lines of Credit Purchase and Servicing Agreement, dated as of December 1, 2006, between RFC, as original loan seller and servicer, and Goldman Sachs Mortgage Company, as purchaser, attached as Exhibit L to the Sale and Servicing Agreement.

Material Defect: The meaning specified in Section 2.02(a) of the Sale and Servicing Agreement.

Maximum Lifetime Mortgage Rate: The maximum level to which a Mortgage Interest Rate can adjust in accordance with its terms, regardless of changes in the applicable Index.

Maximum Uncertificated Accrued Interest Deferral Amount: With respect to any Payment Date, the excess of (i) accrued interest at the Uncertificated REMIC II Pass-Through Rate applicable to REMIC II Regular Interest ZZ for such Payment Date on a balance equal to the Uncertificated Principal Balance of REMIC II Regular Interest ZZ minus the REMIC II Overcollateralization Amount, in each case for such Payment Date, over (ii) the aggregate amount of Uncertificated Accrued Interest for such Payment Date on REMIC II Regular Interest A, with the rate on each such REMIC II Regular Interest subject to a cap equal to the Note Interest Rate for the Class A Notes for the purpose of this calculation for such Payment Date.

MBIA: MBIA Insurance Corporation, or its successors and assigns.

MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

MERS® System: The system of recording transfers of Mortgages electronically maintained by MERS.

MIN: The Mortgage Identification Number for HELOCs registered with MERS on the MERS® System.

Minimum Lifetime Mortgage Rate: The minimum level to which a Mortgage Interest Rate can adjust in accordance with its terms, regardless of changes in the applicable Index.

MOM Loan: With respect to any HELOC, MERS acting as the mortgagee of such HELOC, solely as nominee for the originator of such HELOC and its successors and assigns, at the origination thereof, or as nominee for any subsequent assignee of the originator pursuant to an assignment of mortgage to MERS.

Monthly Payment: With respect to any HELOC (including any REO Property) and any Due Date, the payment of principal and interest due thereon in accordance with the amortization schedule at the time applicable thereto (after adjustment, if any, for partial Principal Prepayments and for Deficient Valuations occurring prior to such Due Date but before any adjustment to such amortization schedule by reason of any bankruptcy, other than a Deficient Valuation, or similar proceeding or any moratorium or similar waiver or grace period).

Moody’s: Moody’s Investors Service, Inc.

Mortgage: The mortgage, deed of trust or other instrument reflected on the Mortgage Loan Schedule as securing a HELOC.

Mortgage File: The file containing the Related Documents pertaining to a particular HELOC and any additional documents required to be added to the Mortgage File pursuant to the Indenture.

Mortgage Interest Rate: The annual rate at which interest accrues from time to time on any HELOC pursuant to the related Mortgage Note, which rate is initially equal to the “Mortgage Interest Rate” set forth with respect thereto on the applicable Mortgage Loan Schedule.

Mortgage Note: The originally executed note or other evidence of the indebtedness of a Mortgagor under the related HELOC.

Mortgaged Property: Land and improvements securing the indebtedness of a Mortgagor under the related HELOC or, in the case of REO Property, such REO Property.

Mortgagor: The obligor on a Mortgage Note.

Net Collections: With respect to any Charged-Off HELOC, an amount equal to all payments on account of interest and principal on such HELOC.

Net Liquidation Proceeds: With respect to any Charged-Off HELOC, Liquidation Proceeds and Subsequent Recoveries net of unreimbursed advances by the Servicer, expenses incurred by the Servicer in connection with the liquidation of such HELOC and the related Mortgaged Property, and any other amounts payable to the Servicer under the Sale and Servicing Agreement and the Master PSA.

Net Monthly Excess Cashflow: The amount of Interest Remittance Amount and Principal Collection Amount remaining on a Payment Date after taking into account the amount necessary to make all payments of interest and principal to the Notes and the Class S Certificates.

Noteholder: The Person in whose name a Note is registered in the Note Register, except that, any Note registered in the name of the Depositor, the Issuing Entity, the Indenture Trustee, the Sponsor or the Servicer or any Affiliate of any of them shall be deemed not to be a Holder or Holders, nor shall any so owned be considered outstanding, for purposes of giving any request, demand, authorization, direction, notice, consent or waiver under the Indenture or the Trust Agreement; provided that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Officer of the Indenture Trustee has actual knowledge to be so owned shall be so disregarded. Owners of Notes that have been pledged in good faith may be regarded as Holders if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuing Entity, any other obligor upon the Notes or any Affiliate of any of the foregoing Persons.

Note Insurer: MBIA, or its successors and assigns.

Note Insurer Default: The existence and continuance of any of the following: (a) the Note Insurer fails to make a payment required under the Policy in accordance with its terms; or (b) (i) the Note Insurer (A) files any petition or commences any case or proceeding under any provision or chapter of the Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (B) makes a general assignment for the benefit of its creditors, or (C) has an order for relief entered against it under the Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization which is final and non-appealable; or (ii) a court of competent jurisdiction, the New York Department of Insurance or other competent regulatory authority enters a final and non-appealable order, judgment or decree (A) appointing a custodian, trustee, agent or receiver for the Note Insurer or for all or any material portion of its property or (B) authorizing the taking of possession by a custodian, trustee, agent or receiver of the Note Insurer (or the taking of possession of all or any material portion of the property of the Note Insurer); provided, however, that upon the cure of any Note Insurer Default, the Note Insurer's voting and consent rights will be reinstated.

Note Interest Rate: With respect to the Notes and, for purposes of the definition of “Marker Rate” and “Maximum Uncertificated Accrued Interest Deferral Amount”, REMIC I Regular Interest A, is the lesser of (a) Formula Rate and (b) the WAC Cap.

Note Owner: The Beneficial Owner of a Note.

Note Principal Balance: With respect to any Note as of any Payment Date, will equal such Note’s initial principal balance on the Closing Date, as reduced by all amounts distributed on previous Payment Dates on such Note with respect to principal. The Note Principal Balance of the Class A Notes shall be equal to the sum of the Note Principal Balances of all Outstanding Notes of such Class.

Note Register: The register maintained by the Note Registrar in which the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes.

Note Registrar: The Indenture Trustee, in its capacity as Note Registrar, or any successor to the Indenture Trustee in such capacity.

Notes or Offered Notes: The Class A Notes.

Notional Amount: With respect to the Class X Interest and any Payment Date, an amount equal to the aggregate Stated Principal Balance of the HELOCs at the beginning of the related Due Period. The initial Notional Amount of the Class X Certificates shall be $132,276,021.43. For federal income tax purposes, the Notional Amount of the Class X Interest for any Payment Date shall be an amount equal to the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests for such Payment Date.

Officer’s Certificate: With respect to the Servicer, a certificate signed by the President, Managing Director, a Director, a Vice President or an Assistant Vice President, of the Servicer and delivered to the Indenture Trustee. With respect to the Issuing Entity, a certificate signed by any Authorized Officer of the Issuing Entity or a Responsible Officer of the Indenture Trustee, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 10.01 of the Indenture, and delivered to the Indenture Trustee. Unless otherwise specified, any reference in the Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of any Responsible Officer of the Indenture Trustee.

One-Month LIBOR: On each Interest Determination Date, One-Month LIBOR shall be established by the Indenture Trustee and as to any Accrual Period, One-Month LIBOR will equal the rate for United States dollar deposits for one month which appears on the Reuters Screen LIBOR01 as of 11:00 A.M., London time, on that Interest Determination Date. Reuters Screen LIBOR01 Page means the display designated as the Reuters Monitor Money Rates Service or any other page as may replace that page on that service for the purpose of displaying comparable rates or prices. If the rate does not appear on that page or any other page as may replace that page on that service, or if the service is no longer offered, any other service for displaying One-Month LIBOR or comparable rates as may be selected by the Indenture Trustee after consultation with the Sponsor and the Note Insurer, the rate will be the Reference Bank Rate.

The establishment of One-Month LIBOR by the Indenture Trustee and the Indenture Trustee’s subsequent calculation of the Note Interest Rate and the Certificate Interest Rate applicable to the Notes and the Class S Certificates, respectively, for the relevant Accrual Period, in the absence of manifest error, will be final and binding.

Opinion of Counsel: A written opinion of counsel acceptable to the Indenture Trustee (and Owner Trustee, if applicable) which counsel may be in-house counsel for the Depositor or the Sponsor if acceptable to the Indenture Trustee (and Owner Trustee, if applicable) and the Rating Agencies or outside counsel for the Depositor, the Sponsor, the Issuing Entity or the Servicer, as the case may be.

Optional Termination Date: The first date on which the majority holder of the Class X Certificates may terminate the Trust Estate.

Original Loan Seller: RFC, or its successors and assigns.

Original Sale Date: With regard to the HELOCs, December 29, 2006.

Original Value: The lesser of (i) the Appraised Value or (ii) the sales price of a Mortgaged Property at the time of origination of a HELOC, except in instances where either clauses (i) or (ii) is unavailable, the other may be used to determine the Original Value, or if both clauses (i) and (ii) are unavailable, Original Value may be determined from other sources reasonably acceptable to the Depositor.

Outstanding: With respect to the Notes, as of the date of determination, all Notes theretofore executed, authenticated and delivered under this Indenture except:

(i) Notes theretofore canceled by the Note Registrar or delivered to the Indenture Trustee for cancellation; and

(ii) Notes in exchange for or in lieu of which other Notes have been executed, authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a holder in due course;

provided, however, that, only for purposes of effectuating the Note Insurer’s right of subrogation as set forth in Section 4.13 of the Indenture, all Notes that have been paid with funds provided under the Policy shall be deemed to be Outstanding until the Note Insurer has been reimbursed with respect thereto.

Outstanding HELOC: With respect to any Due Date, a HELOC which, prior to such Due Date, was not the subject of a Principal Prepayment in full, did not become a Charged-Off HELOC and was not purchased.

Outstanding Principal Balance: As of the time of any determination, the principal balance of a HELOC remaining to be paid by the Mortgagor, or, in the case of an REO Property, the principal balance of the related HELOC remaining to be paid by the Mortgagor at the time such property was acquired by the Issuing Entity less any Excess Liquidation Proceeds with respect thereto to the extent applied to principal.

Overcollateralization Amount: With respect to any Payment Date, the excess, if any, of (a) the aggregate Stated Principal Balances of the HELOCs for that Payment Date over (b) the sum of the aggregate Note Principal Balance of the Notes and the Certificate Principal Balance of the Class S Certificates as of that date (after taking into account the distribution of the Principal Collection Amount on that Payment Date).

Overcollateralization Deficiency Amount: The amount, if any, by which the Overcollateralization Target Amount exceeds the Overcollateralization Amount as of that Payment Date.

Overcollateralization Target Amount: With respect to any Payment Date (a) prior to the Stepdown Date, an amount equal to 2.45% of the Stated Principal Balance of the HELOCs as of the Cut-off Date, (b) on or after the Stepdown Date and if a Trigger Event is not in effect, the greater of (i) an amount equal to 0.50% of the Stated Principal Balance of the HELOCs as of the Cut-off Date and (ii) 4.90% of the then current Stated Principal Balance of the HELOCs as of the last day of the related Due Period, or (c) on or after the Stepdown Date and if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately preceding Payment Date.

Owner Trustee: Wilmington Trust Company, acting not in its individual capacity but solely as owner trustee under the Trust Agreement, and its successors and assigns or any successor owner trustee appointed pursuant to the terms of the Trust Agreement.

Paying Agent: Any paying agent or co-paying agent appointed under the Indenture, which initially shall be the Indenture Trustee.

Payment Account: The trust account or accounts created and maintained pursuant to Section 3.02(f) of the Indenture, which shall be denominated Deutsche Bank National Trust Company, as Indenture Trustee f/b/o holders of GSR Trust 2007-HEL1, Mortgage-Backed Notes, Series 2007-HEL1 - Payment Account.” The Payment Account shall be an Eligible Account.

Payment Account Deposit Date: The Business Day prior to each Payment Date.

Payment Date: The 15th day of each month, or if such day is not a Business Day, then the next Business Day, commencing in May 2007.

Percentage Interest: With respect to any Note, the percentage obtained by dividing the Note Principal Balance of such Note by the aggregate Note Principal Balances of all Notes of that Class. With respect to any Certificate, the percentage as stated on the face thereof.

Periodic Rate Cap: With respect to any HELOC, the maximum rate, if any, by which the Mortgage Interest Rate on such HELOC can adjust on any Adjustment Date, as stated in the related Mortgage Note or Mortgage.

Permitted Investments: One or more of the following:

(i) obligations of or guaranteed as to timely payment of principal and interest by the United States or any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States;

(ii) repurchase agreements on obligations specified in clause (i) maturing not more than one month from the date of acquisition thereof, provided that the unsecured short-term debt obligations of the party agreeing to repurchase such obligations are at the time rated by each Rating Agency in its highest short-term rating available;

(iii) federal funds, certificates of deposit, demand deposits, time deposits and bankers' acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers' acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United States dollars of any U.S. depository institution or trust company incorporated under the laws of the United States or any state thereof or of any domestic branch of a foreign depository institution or trust company; provided that the debt obligations of such depository institution or trust company at the date of acquisition thereof have been rated by each Rating Agency in its highest short-term rating available; and, provided further that, if the original maturity of such short-term obligations of a domestic branch of a foreign depository institution or trust company shall exceed 30 days, the short-term rating of such institution shall be A-1+ in the case of Standard & Poor's if Standard & Poor's is a Rating Agency;

(iv) commercial paper and demand notes (having original maturities of not more than 365 days) of any corporation incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by each Rating Agency in its highest short-term rating available; provided that such commercial paper shall have a remaining maturity of not more than 30 days;

(v) any mutual fund, money market fund, common trust fund or other pooled investment vehicle, the assets of which are limited to instruments that otherwise would constitute Permitted Investments hereunder and have been rated by each Rating Agency in its highest short-term rating available (in the case of Standard & Poor's such rating shall be either AAAm or AAAm-G), including any such fund that is managed by the Indenture Trustee or any affiliate of the Indenture Trustee or for which the Indenture Trustee or any of its affiliates acts as an adviser; and

(vi) any mutual fund, money market fund, common trust fund or other pooled investment vehicle, the assets of which are limited to instruments that otherwise would constitute Permitted Investments hereunder and have been rated by each Rating Agency in its highest short-term rating available (in the case of Standard & Poor's such rating shall be either AAAm or AAAm-G), including any such fund that is managed by the Indenture Trustee or any affiliate of the Indenture Trustee or for which the Indenture Trustee or any of its affiliates acts as an adviser;

provided, however, that no instrument shall be a Permitted Investment if it represents, either (1) the right to receive only interest payments with respect to the underlying debt instrument or (2) the right to receive both principal and interest payments derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to maturity greater than 120% of the yield to maturity at par of such underlying obligations. References herein to the highest rating available on unsecured long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa in the case of Moody's, and for purposes of this Agreement, any references herein to the highest rating available on unsecured commercial paper and short-term debt obligations shall mean the following: A-1 in the case of Standard & Poor's, P-1 in the case of Moody's and F-1 in the case of Fitch; provided, however, that any Permitted Investment that is a short-term debt obligation rated A-1 by Standard & Poor's must satisfy the following additional conditions: (i) the total amount of debt from A-1 issuers must be limited to the investment of monthly principal and interest payments (assuming fully amortizing collateral); (ii) the total amount of A-1 investments must not represent more than 20% of the aggregate outstanding Note Principal Balance of the Notes and each investment must not mature beyond 30 days; (iii) the terms of the debt must have a predetermined fixed dollar amount of principal due at maturity that cannot vary; and (iv) if the investments may be liquidated prior to their maturity or are being relied on to meet a certain yield, interest must be tied to a single interest rate index plus a single fixed spread (if any) and must move proportionately with that index.

Permitted Transferee: Any person (x) other than (i) the United States, any State or political subdivision thereof, any possession of the United States or any agency or instrumentality of any of the foregoing, (ii) a foreign government, International Organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in section 521 of the Code) that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in section 860E(c)(1) of the Code) with respect to any Residual Certificate, (iv) rural electric and telephone cooperatives described in section 1381(a)(2)(C) of the Code or (v) on electing large partnership within the meaning of Section 775(a) of the Code, (y) that is a citizen or resident of the United States, a corporation, partnership (other than a partnership that has any direct or indirect foreign partners) or other entity (treated as a corporation or a partnership for federal income tax purposes), created or organized in or under the laws of the United States, any State thereof or the District of Columbia, an estate whose income from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust or if it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person and (z) other than any other Person so designated based upon an Opinion of Counsel addressed to the Indenture Trustee (which shall not be an expense of the Indenture Trustee) that states that the Transfer of an ownership interest in a Residual Certificate to such Person may cause REMIC I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time that any Notes or Certificates are Outstanding. The terms “United States,” “State” and “International Organization” shall have the meanings set forth in section 7701 of the Code or successor provisions. A corporation will not be treated as an instrumentality of the United States or of any State or political subdivision thereof for these purposes if all of its activities are subject to tax and, with the exception of Freddie Mac, a majority of its board of directors is not selected by such government unit.

Person: Any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

Plan: Any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code.

Plan Assets: Assets of a Plan within the meaning of Department of Labor regulation 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA.

Policy: The financial guaranty insurance policy (No. 494530) with respect to the Class A Notes and all endorsements thereto, if any, dated the Closing Date, issued by the Note Insurer for the benefit of the Holders of the Class A Notes.

Policy Payments Account: The meaning specified in Section 3.19 of the Indenture.

Pool Balance: With respect to any date of determination, the aggregate of the Stated Principal Balances of all HELOCs as of such date.

PPTL: The Purchase Price and Terms Letter dated October 27, 2006, between the Original Loan Seller and the Sponsor.

Preference Amount: The meaning specified in the Policy.

Prepayment Assumption: A specified CPR and a Constant Draw Rate of 5%.

Prepayment Period: With respect any Payment Date, the calendar month immediately preceding the month in which such payment occurs.

Principal Collection Amount: With respect to each Payment Date, an amount equal to the amount received by the Servicer and consisting of amounts collected during the related Due Period on the HELOCs (including Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and Subsequent Recoveries) and allocated to principal in accordance with the terms of the Sale and Servicing Agreement, together with the principal portion of any Repurchase Price relating to any repurchased HELOCs, less any expenses of the Issuing Entity as described in the Basic Documents.

Principal Distribution Amount: With respect to any Payment Date, the sum of (i) the Basic Principal Distribution Amount and (ii) the Extra Principal Distribution Amount.

Principal Prepayment: Any payment (whether partial or full) or other recovery of principal on a HELOC which is received in advance of its scheduled Due Date to the extent that it is not accompanied by an amount as to interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment, including Insurance Proceeds and Repurchase Proceeds, but excluding the principal portion of Excess Liquidation Proceeds.

Proceeding: Any suit in equity, action at law or other judicial or administrative proceeding.

Prospectus: The prospectus supplement, dated April 16, 2007, prepared by the Depositor and relating to the issuance of the Notes, and the accompanying prospectus, dated February 13, 2007.

Publicly Offered Notes: The Class A Notes.

Qualified Insurer: Any insurance company duly qualified as such under the laws of the state or states in which the related Mortgaged Property or Mortgaged Properties is or are located, duly authorized and licensed in such state or states to transact the type of insurance business in which it is engaged and approved as an insurer by the Servicer, so long as the claims paying ability of which is acceptable to the Rating Agencies for mortgage-backed notes having the same rating as the Notes rated by the Rating Agencies as of the Closing Date.

Rapid Amortization Event: Any one of the following events:

(a) a breach of any representations, warranties or covenants of the Sponsor in a material manner, with such breach continuing unremedied for a period of 30 days following the submission of the applicable written notice(s);

(b) a declaration of bankruptcy or insolvency by any of the Issuing Entity, the Depositor or the Servicer;

(d) the occurrence of an Event of Servicer Termination;

(e) a draw is made on the Policy and it remains unreimbursed for a period of at least ninety (90) days thereafter; or

(f) the Issuing Entity becomes subject to taxation as a corporation for federal tax purposes.

If any event described in clause (a) occurs, a Rapid Amortization Event will occur only if, after the applicable grace period, either the Indenture Trustee, with the consent of the Note Insurer (so long as no Note Insurer Default exists) or the Indenture Trustee acting at the direction of the Note Insurer or the Noteholders holding Notes evidencing more than 51% in Note Principal Balance of the Notes then outstanding (with the consent of the Note Insurer, so long as no Note Insurer Default exists), by written notice to the holder of the Class X Certificates, the Depositor, the Sponsor, the Servicer and the Note Insurer (and to the Indenture Trustee, if given by the Note Insurer or the Noteholders) declare that a Rapid Amortization Event has occurred. If any event described in clauses (b) - (f) occurs, a Rapid Amortization Event will occur without any notice or other action on the part of the Indenture Trustee, the Note Insurer or the Noteholders immediately on the occurrence of such event.

Rapid Amortization Period: With respect to the Notes and the Class S Certificates is the period beginning on the earlier of (i) the Payment Date in May 2012 and (ii) the occurrence of a Rapid Amortization Event.

Rating Agency: Any nationally recognized statistical rating organization, or its successor, that rated the Notes at the request of the Depositor at the time of the initial issuance of the Notes. Initially, Standard & Poor’s and Moody’s. If such organization or a successor is no longer in existence, “Rating Agency” with respect to the Notes shall be such nationally recognized statistical rating organization, or other comparable Person, designated by the Depositor and approved by the Note Insurer, notice of which designation shall be given to the Indenture Trustee and Servicer. References herein to the highest short term unsecured rating category of a Rating Agency shall mean A-1 or better in the case of Standard & Poor’s, P-1 in the case of Moody’s and in the case of any other Rating Agency shall mean such equivalent ratings. References herein to the highest long-term rating category of a Rating Agency shall mean “AAA” in the case of Standard & Poor’s, “Aaa” in the case of Moody’s and in the case of any other Rating Agency, such equivalent rating.

Rating Confirmation: A letter from each Rating Agency then providing a rating for any of the Notes at the request of the Issuing Entity confirming that the action proposed to be taken by the Issuing Entity will not, in and of itself, result in a downgrade of any of the ratings then applicable to the Notes, or cause any Rating Agency to suspend or withdraw the Ratings then applicable to the Notes.

Realized Loss Amount: With respect to any Charged-Off HELOC, the amount of the Stated Principal Balance of such HELOC that has been written down after taking into account Net Liquidation Proceeds.

Recordation Event: Any of (i) the resignation of a Servicer, (ii) the occurrence of an Event of Servicer Termination, or (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to a Servicer; provided, that any Recordation Event may be waived by the Note Insurer or the Majority Securityholders with the consent of the Note Insurer (so long as no Note Insurer Default exists).

Record Date: With respect to the Notes and any Payment Date, the close of business on the last Business Day of the applicable Accrual Period, unless the Notes are Definitive Notes, in which case the Record Date will be the close of business on the last Business Day of the calendar month immediately preceding such Payment Date. With respect to the Class S, Class X, Class X-1 and Class R Certificates and any Payment Date, the close of business on the last Business Day of the calendar month immediately preceding such Payment Date.

Reference Bank Rate: With respect to any Accrual Period, as follows: the arithmetic mean (rounded upwards, if necessary, to the nearest one sixteenth of a percent) of the offered rates for United States dollar deposits for one month which are offered by the Reference Banks as of 11:00 A.M., London, England time, on the second LIBOR Business Day prior to the first day of such Accrual Period to prime banks in the London interbank market for a period of one month in amounts approximately equal to the sum of the outstanding Note Principal Balance of the Notes and the Certificate Principal Balance of the Class S Certificates; provided that at least two such Reference Banks provide such rate. If fewer than two offered rates appear, the Reference Bank Rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Indenture Trustee, as of 11:00 a.m., New York time, on such date for loans in U.S. Dollars to leading European Banks for a period of one month in amounts approximately equal to the aggregate outstanding Note Principal Balance of the Notes and the Certificate Principal Balance of the Class S Certificates. If no quotations can be obtained, the rate will be the rate for the prior Payment Date; provided however, if, under the priorities listed previously in this paragraph, the rate for a Payment Date would be based on the rate for the previous Payment Date for the third consecutive Payment Date, the Indenture Trustee shall select an alternative comparable index over which the Indenture Trustee has no control, used for determining one-month Eurodollar lending rates that is calculated and published or otherwise made available by an independent party.

Reference Banks: The leading banks selected by the Indenture Trustee, which are engaged in transactions in Eurodollar deposits in the London interbank market.

Registered Holder: The Person in whose name a Note is registered in the Note Register on the applicable Record Date.

Regular Interest: A “regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the Code.

Related Documents: With respect to each HELOC, the documents specified in Section 2.01(d)(i)-(viii) of the Sale and Servicing Agreement, and any documents required to be added to such documents pursuant to the Sale and Servicing Agreement, the Trust Agreement or the Indenture.

Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

Release: The Federal Reserve Board’s statistical Release No. H.15(519).

Relief Act: Servicemembers Civil Relief Act.

Relief Act HELOC: Any HELOC as to which the Scheduled Payment thereof has been reduced due to the application of the Relief Act or any similar state legislation.

REMIC: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.

REMIC I: The segregated pool of assets described in Section 10.01 of the Indenture.

REMIC I Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. Each REMIC I Regular Interest shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Section 10.01 of the Indenture. The designations for the respective REMIC I Regular Interests are set forth in the Section 10.01 of the Indenture.

REMIC Regular Interest: Any REMIC I Regular Interest, REMIC II Regular Interest or the Class X Interest, as applicable.

REMIC II Interest Loss Allocation Amount: With respect to any Payment Date, an amount (subject to adjustment based on the actual number of days elapsed in the respective Accrual Period) equal to (a) the product of (i) the aggregate Stated Principal Balance of the HELOCs and REO Properties then outstanding and (ii) the Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest AA minus the Marker Rate, divided by (b) 12.

REMIC II Overcollateralization Amount: With respect to any date of determination, (i) 1.00% of the aggregate Uncertificated Principal Balance of the REMIC II Regular Interests minus (ii) the aggregate Uncertificated Principal Balance of REMIC II Regular Interest A, as of such date of determination.

REMIC II Principal Loss Allocation Amount: With respect to any Payment Date, an amount equal to the product of (i) the aggregate Stated Principal Balance of the HELOCs and REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two (2) times the aggregate Uncertificated Principal Balance of REMIC II Regular Interest A, and the denominator of which is the aggregate Uncertificated Principal Balance of REMIC II Regular Interest A and REMIC II Regular Interest ZZ.

REMIC II Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. Each REMIC II Regular Interest shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Section 10.01 of the Indenture. The designations for the respective REMIC II Regular Interests are set forth in the Section 10.01 of the Indenture.

REMIC II Required Overcollateralization Amount: 1.00% of the Overcollateralization Target Amount.

REMIC II: The segregated pool of assets described in Section 10.01 of the Indenture.

REMIC III: The segregated pool of assets described in Section 10.01 of the Indenture.

REMIC IV: The segregated pool of assets described in Section 10.01 of the Indenture.

REMIC Provisions: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of the Code, and related provisions, and Treasury Regulations and published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time, as well as provisions of applicable state laws.

REO Property: A Mortgaged Property acquired in the name of the Indenture Trustee, for the benefit of the Noteholders, by foreclosure or deed-in-lieu of foreclosure in connection with a defaulted HELOC.

Reportable Event: The meaning specified in Section 3.16 of the Sale and Servicing Agreement.

Repurchase Price: With respect to any HELOC (or any property acquired with respect thereto) required to be repurchased by the Original Loan Seller pursuant to the Sale and Servicing Agreement and the Master PSA, an amount equal to the sum of (i)(a) 100% of the Outstanding Principal Balance of such HELOC as of the date of repurchase (or if the related Mortgaged Property was acquired with respect thereto, 100% of the Outstanding Principal Balance at the date of the acquisition) (without reduction for any amount charged off), plus (b) accrued but unpaid interest on the Outstanding Principal Balance at the related Expense Adjusted Mortgage Rate, through and including the last day of the month of repurchase, plus (c) any unreimbursed servicing advances payable to the Servicer and (ii) any costs and damages (if any) incurred by the Issuing Entity in connection with any violation of such HELOC of any predatory lending laws.

Repurchase Proceeds: the Repurchase Price in connection with any repurchase of a HELOC by the Sponsor.

Request for Release: A request for release in the form attached to the Sale and Servicing Agreement.

Required Insurance Policy: With respect to any HELOC, any insurance policy which is required to be maintained from time to time under the Sale and Servicing Agreement with respect to such HELOC.

Reserve Interest Rate: With respect to any Interest Determination Date, the rate per annum that the Indenture Trustee determines to be either (i) the arithmetic mean (rounded upwards if necessary to the nearest whole multiple of 0.03125%) of the one-month United States dollar lending rates which banks in New York City selected by the Indenture Trustee (after consultation with the Depositor) are quoting on the relevant Interest Determination Date to the principal London offices of leading banks in the London interbank market or (ii) in the event that the Indenture Trustee can determine no such arithmetic mean, in the case of any Interest Determination Date after the initial Interest Determination Date, the lowest one-month United States dollar lending rate which such New York banks selected by the Indenture Trustee (after consultation with the Depositor) are quoting on such Interest Determination Date to leading European banks.

Residual Certificates: Any of the Class S Certificates and Class R Certificates, each evidencing the sole class of Residual Interests in the related REMIC.

Residual Interest: The sole class of “residual interests” in a REMIC within the meaning of Section 860G(a)(2) of the Code.

Responsible Officer: With respect to the Indenture Trustee, any officer of the Indenture Trustee with direct responsibility for the administration of the Indenture and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject; and with respect to the Indenture Trustee, any vice president, assistant vice president, any assistant secretary, any assistant treasurer, any associate or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers who at such time shall be officers to whom, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and familiarity with the particular subject or who shall have direct responsibility for the administration of the Indenture or the Trust Agreement.

RFC: Residential Funding Company, LLC, or its successors and assigns.

Sale and Servicing Agreement: The Sale and Servicing Agreement, dated as of April 17, 2007, among the Issuing Entity, the Sponsor, the Indenture Trustee, the Servicer, the Original Loan Seller and the Depositor.

Scheduled Payment: With respect to any HELOC and any month, the scheduled payment or payments of principal and interest due during such month on such HELOC which either is payable by a Mortgagor in such month under the related Mortgage Note or, in the case of REO Property, would otherwise have been payable under the related Mortgage Note.

Scheduled Principal: The principal portion of any Scheduled Payment.

Securities Act: The Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Security: Any of the Certificates or Notes.

Securityholder or Holder: Any Noteholder or Certificateholder.

Security Instrument: A written instrument creating a valid first lien on a Mortgaged Property securing a Mortgage Note, which may be any applicable form of mortgage, deed of trust, deed to secure debt or security deed, including any riders or addenda thereto.

Servicer: RFC, or its successors and assigns.

Servicer Remittance Date: The 14^th day of each month or, if that day is not a Business Day, the immediately preceding Business Day.

Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation AB, which as of the Closing Date are listed on Exhibit G to the Sale and Servicing Agreement.

Servicing Fee: With respect to any HELOC, an amount equal to one-twelfth of the Servicing Fee Rate on the Stated Principal Balance of such HELOC as of the first day of the Due Period preceding the applicable Payment Date.

Servicing Fee Rate: 0.50% per annum.

Servicing Officer: Any officer of the Servicer involved in, or responsible for, the administration and servicing of the HELOCs whose name and specimen signature appear on a list of servicing officers furnished to the Indenture Trustee by the Servicer, as such list may be amended from time to time.

60 Day Plus Delinquency Percentage: With respect to any Payment Date is the arithmetic average for each of the three successive Payment Dates ending with the applicable Payment Date of the percentage equivalent of a fraction, the numerator of which is the aggregate Stated Principal Balance of the HELOCs that are 60 or more days delinquent in the payment of principal or interest for the relevant Payment Date, including HELOCs in foreclosure, REO Property and HELOCs with a related mortgagor subject to bankruptcy procedures, and the denominator of which is the aggregate Stated Principal Balance of all of the HELOCs immediately preceding the relevant Payment Date.

Sponsor: Goldman Sachs Mortgage Company, and its successors and assigns.

Standard & Poor’s: Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or its successor in interest.

Stated Principal Balance: With respect to any HELOC and any Payment Date, the principal balance of the HELOC as of the Cut-Off date, plus the aggregate amount of all Draws conveyed to the Issuing Entity in respect of such HELOC minus all collections credited against the principal balance of such HELOC in accordance with the related mortgage note and minus all prior related Realized Loss Amounts.

Statutory Trust Statute: Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code §§3801 et seq., as the same may be amended from time to time.

Stepdown Date: The later to occur of

(x) the Payment Date occurring in November 2009 and

(y) the first Payment Date for which the Credit Enhancement Percentage is greater than or equal to 4.90%.

Subsequent Recoveries: Means any amount recovered by the Servicer (net of reimbursable expenses) with respect to a Charged-Off HELOC with respect to which a Realized Loss Amount was incurred after the liquidation or disposition of such HELOC.

Tax Matters Person: The person designated as “tax matters person” in the manner provided under Treasury Regulation Sections 1.860F-4(d) and 301.6231(a)(7)-1T. The Holder of the greatest Percentage Interest in a Class of Residual Certificates shall be the Tax Matters Person for the related REMIC. The Indenture Trustee, or any successor thereto or assignee thereof, shall serve as tax administrator hereunder and as agent for the related Tax Matters Person(s).

Transfer: Any direct or indirect transfer or sale of any ownership interest in a Note or a Certificate.

Treasury Regulations: Regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

Trigger Event: With respect to any Payment Date is in effect if: (A) the 60 Day Plus Delinquency Percentage is equal to or greater than 3.50%, or (B) for any Payment Date specified below the applicable Cumulative Realized Loss Percentage exceeds the thresholds specified below:

November 2009 to April 2010	1.40% for the first month, plus an additional 1/6^th of 0.60% for each month thereafter
May 2010 to April 2011	2.00% for the first month, plus an additional 1/12^th of 0.50% for each month thereafter
May 2011 to April 2012	2.50% for the first month, plus an additional 1/12^th of 0.50% for each month thereafter
May 2012 to April 2013	3.00% for the first month, plus an additional 1/12^th of 0.50% for each month thereafter
May 2013 and thereafter	3.50%

Trust Agreement: The Trust Agreement, dated as of April 5, 2007, between the Depositor and the Owner Trustee, as amended and restated by the Amended and Restated Trust Agreement, dated as of April 17, 2007, among the Depositor, the Owner Trustee, the Indenture Trustee, the Certificate Registrar and the Certificate Paying Agent.

Trust Estate: The meaning specified in the Granting Clause of the Indenture.

Trust Indenture Act or TIA: The Trust Indenture Act of 1939, as amended from time to time, as in effect on any relevant date.

UCC: The Uniform Commercial Code, as amended from time to time, as in effect in any specified jurisdiction.

Uncertificated Accrued Interest: With respect to each REMIC I Regular Interest and REMIC II Regular Interest on each Payment Date, an amount equal to one month’s interest at the Uncertificated REMIC Pass-Through Rate on the related Uncertificated Principal Balance of such REMIC Regular Interest. In each case, Uncertificated Accrued Interest will be reduced by any Interest Shortfalls (allocated to such REMIC I Regular Interests and REMIC II Regular Interests as set forth in Section 1.02).

Uncertificated REMIC Pass-Through Rate: The Uncertificated REMIC I Pass-Through Rate or the Uncertificated REMIC II Pass-Through Rate, as applicable.

Uncertificated Principal Balance: The amount of any REMIC Regular Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each REMIC Regular Interest shall equal the amount set forth in the Section 10.01 of the Indenture as its initial uncertificated principal balance. On each Payment Date, the Uncertificated Principal Balance of each REMIC Regular Interests shall be reduced by all distributions of principal made on such REMIC Regular Interests on such Payment Date pursuant to Section 10.02(b)(ii) of the Indenture and, if and to the extent necessary and appropriate, shall be further reduced on such Payment Date by Realized Loss Amounts as provided in Section 10.03 of the Indenture, and the Uncertificated Principal Balance of REMIC II Regular Interest ZZ shall be increased by interest deferrals as provided in Section 10.02(b)(i) of the Indenture. The Uncertificated Principal Balance of each REMIC Regular Interest shall never be less than zero.

Uncertificated REMIC I Pass-Through Rate: With respect to REMIC I Regular Interest A and any Payment Date, a per annum rate equal to the weighted average Expense Adjusted Mortgage Rate of the HELOCs as of the first day of the related Due Period, weighted on the basis of the Stated Principal Balances thereof as of the first day of the related Due Period, expressed as a per annum rate. With respect to REMIC I Regular Interest B and any Payment Date, a per annum rate equal to 0.00%.

Uncertificated REMIC II Pass-Through Rate: With respect to each REMIC II Regular Interest and any Payment Date, a per annum rate equal to the weighted average of the Uncertificated REMIC I Pass-Through Rate on each REMIC I Regular Interest, weighted on the basis of the Uncertificated Principal Balances thereof as of the first day of the related Due Period, expressed as a per annum rate.

Underwriter: Goldman, Sachs & Co.

Uninsured Cause: Any cause of damage to a Mortgaged Property or related REO Property such that the complete restoration of such Mortgaged Property or related REO Property is not fully reimbursable by the hazard insurance policies required to be maintained pursuant to the Sale and Servicing Agreement, without regard to whether or not such policy is maintained.

Unpaid Interest Shortfall Amount: With respect to the Notes and the Class S Certificates and (i) the first Payment Date, zero, and (ii) any Payment Date after the first Payment Date, the amount, if any, by which (A) the sum of (1) the Accrued Interest or the Class S Certificate Interest, as applicable, for the immediately preceding Payment Date and (2) the outstanding Unpaid Interest Shortfall Amount, if any, for the Notes or Class S Certificates, as applicable, for such preceding Payment Date exceeds (B) the aggregate amount distributed on the Notes or the Class S Certificates, as applicable, in respect of interest pursuant to clause (A) above on such preceding Payment Date, plus interest on the amount of the interest due but not paid on the Notes or the Class S Certificates, as applicable, on such preceding Payment Date, to the extent permitted by law, at the Note Interest Rate or the Certificate Interest Rate, as applicable, for the related Interest Accrual Period.

WAC Cap: With respect to any Payment Date and any Note and Class S Certificate, a per annum rate equal to the weighted average of the Expense Adjusted Mortgage Rates of the HELOCs as of the first day of the Due Period preceding such Payment Date, less, in the case of the Notes, the Insurer Premium Percentage for such Payment Date. The WAC Cap for the Notes and Class S Certificate will be calculated based on a 360-day year and the actual number of days elapsed in the related Accrual Period. For federal income tax purposes, the WAC Cap shall equal a per annum rate equal to the weighted average of the Uncertificated REMIC II Pass-Through Rates on each REMIC II Regular Interest, weighted on the basis of the Uncertificated Principal Balances thereof as of the first day of the related Due Period, expressed as a per annum rate

	Account Name:		MBIA Insurance Corporation
	Account Number:		910-2-721728
	Bank:		JPMorgan Chase Bank
			4 Chase Metro Tech Center
			Brooklyn, New York 11245
	ABA Number:		021000-021
			(Reference Policy No. 494530)

Designation	Uncertificated REMIC I Pass-Through Rate	Initial Uncertificated Principal Balance	Latest Possible Maturity Date (1)
A	Variable(2)	$132,276,021.43	November 2036
B	Variable(2)	$660,978.57	November 2036

Designation	Uncertificated REMIC II Pass-Through Rate	Initial Uncertificated Principal Balance	Latest Possible Maturity Date (1)
AA	Variable(2)	$130,278,260.00	November 2036
A	Variable(2)	$1,329,370.00	November 2036
ZZ	Variable(2)	$1,329,370.00	November 2036

Class Designation	Interest Rate	Initial Principal Balance	Latest Possible Maturity Date(1)
A	Variable(2)	$132,937,000.00	November 2036
X Interest	Variable(3)	$0.00	November 2036

Class Designation		Interest Rate		Initial Principal Balance		Latest Possible Maturity Date(1)
X		Variable(2)		$0.00		November 2036

Exhibit A	—	Form of Class A Notes
Exhibit B	—	Mortgage Loan Schedule
Exhibit C	—	Form of Policy


	GSR TRUST 2007-HEL1, as Issuing Entity By: Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee

	By:	/s/ Michelle C. Harra
	Name:	Michelle C. Harra
	Title:	Financial Services Officer


	DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely as Indenture Trustee

	By:	/s/ Manuel Rivas
	Name:	Manuel Rivas
	Title:	Authorized Signer