Unassociated Document


    SUPPLEMENTAL
      INDENTURE NUMBER ONE

     

    TO
      THE

     

    INDENTURE

     

    DATED
      AS
      OF DECEMBER 29, 2005

     

    BETWEEN

     

    GSR
      TRUST
      2005-HEL1, AS ISSUER

     

    AND

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY, AS INDENTURE TRUSTEE

     

    This
      SUPPLEMENTAL INDENTURE NUMBER ONE is made and entered into as of December 29,
      2005, by and between GSR Trust 2005-HEL1, as the issuer (the “Issuer”), and
      DEUTSCHE BANK NATIONAL TRUST COMPANY, as the indenture trustee (the “Indenture
      Trustee”), in connection with the Indenture, dated as of December 29, 2005,
      between the above mentioned parties (the “Indenture”), and the issuance of
      Mortgage-Backed Notes, Series 2005-HEL1. This Supplemental Indenture Number
      One
      is entered into pursuant to Section 9.01(a) of the Indenture.

     

    1. Capitalized
      terms used herein and not defined herein shall have the meanings assigned to
      such terms in the Indenture.

     

    2. Appendix
      A of the Indenture is hereby amended to replace the definition of “Stepdown
      Date” with the following paragraph:

     

    Stepdown
      Date:
      The
      earlier to occur of (a) the date on which the aggregate Note Principal Balance
      of the Class A Notes has been reduced to zero, and (b) the later to occur of
      (i)
      the Payment Date occurring in January 2009 and (ii) the first Payment Date
      for
      which the Current Specified Enhancement Percentage is greater than or equal
      to
      approximately 41.40%.

     

    3. Conditions
      Precedent to this Supplemental Indenture Number One.
      The
      following conditions precedent to the effectiveness of this Supplemental
      Indenture Number One have been fulfilled:

    


    (A) The
      Indenture Trustee has received an Issuer Request to enter into this Supplemental
      Indenture Number One pursuant to Section 9.01(a) of the Indenture;
      and

    


    (B) The
      Opinion of Counsel required by Section 9.01(a) of the Indenture has been
      received by the Indenture Trustee and the Owner Trustee.

    


    4. Except
      as
      amended above, the Indenture shall continue to be in full force and effect
      in
      accordance with its terms.

     

    5. Effect
      of Headings.

     

    The
      article and section headings herein are for convenience only and shall not
      affect the construction hereof.

     

    6. Successors
      and Assigns.

     

    All
      covenants and agreements in this Supplemental Indenture Number One by the Issuer
      shall bind its successors and assigns, whether so expressed or not. All
      agreements of the Indenture Trustee in this Supplemental Indenture Number One
      shall bind its successors, co-trustees and agents.

     

    7. Separability.

     

    In
      case
      any provision in this Supplemental Indenture Number One shall be invalid,
      illegal or unenforceable, the validity, legality and enforceability of the
      remaining provisions shall not in any way be affected or impaired
      thereby.

     

    8. Governing
      Law.

     

    This
      Supplemental Indenture Number One shall be construed in accordance with the
      laws
      of the State of New York, without reference to its conflict of law provisions
      (other than Sections 5-1401 and 5-1402 of the New York General Obligations
      Laws,
      which shall apply hereto), and the obligations, rights and remedies of the
      parties hereunder shall be determined in accordance with such laws.

     

    9. Counterparts.

     

    This
      Supplemental Indenture Number One may be executed in any number of counterparts,
      each of which when so executed shall be deemed to be an original, but all such
      counterparts shall together constitute but one and the same
      instrument.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused their names
      to
      be signed hereto by their respective officers thereunto duly authorized, all
      as
      of the day and year first above written.

     

    


     

    
      	 	 	 	 	 	 	 	
              GSR
                TRUST 2005-HEL1,

              as
                Issuer

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:
                Wilmington Trust Company, not in its individual capacity but solely
                as
                Owner Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	/s/ Dorri E. Wolhar

	 	 	 	 	 	 	 	
              Name:

            	Dorri E. Wolhar 
	 	 	 	 	 	 	 	
              Title:

            	Financial Services Officer


    

    


     

    
      	 	 	 	 	 	 	 	
              DEUTSCHE
                BANK NATIONAL TRUST

              COMPANY,

              as
                Indenture Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Hang-Tai

            
	 	 	 	 	 	 	 	
              Name:

            	
              Hang-Tai

            
	 	 	 	 	 	 	 	
              Title:

            	
              Authorized
                Signatory