Exhibit 31
Re: GSAA Home Equity Trust 2006-S1 (the "Trust") Mortgage Pass-Through
Certificates, Series 2006-S1, issued pursuant to the Pooling and
Servicing Agreement, dated as of December 1, 2006 (the "Pooling and
Servicing Agreement"), among GS Mortgage Securities Corp., as
depositor (the "Depositor"), Ocwen Loan Servicing, LLC, as a
servicer ("Ocwen"), Avelo Mortgage, L.L.C., as a servicer ("Avelo"
and together with Ocwen, the "Group I Servicers"), National City
Home Loan Services, Inc., as a servicer, Xxxxx Fargo Bank, National
Association, as master servicer (the "Group I Master Servicer"),
U.S. Bank National Association, as a custodian and Deutsche Bank
National Trust Company, as trustee (the "Trustee")
I, Xxxxxxxx Xxxx, certify that:
1. I have reviewed this report on Form 10-K/A and all reports on Form
10-D required to be filed in respect of the period covered by this report on
Form 10-K/A of the Trust;
2. Based on my knowledge, the Exchange Act periodic reports, taken as a
whole, do not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period covered by
this report is included in the Exchange Act periodic reports;
4. Based on my knowledge and the servicer compliance statements required
in this report under Item 1123 of Regulation AB, and except as disclosed in the
Exchange Act periodic reports, the Group I Servicers and the Group I Master
Servicer have fulfilled their obligations under the Pooling and Servicing
Agreement in all material respects; and
5. All of the reports on assessment of compliance with servicing criteria
for asset-backed securities and their related attestation reports on assessment
of compliance with servicing criteria for asset-backed securities required to be
included in this report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this
report, except as otherwise disclosed in this report. Any material instances of
noncompliance described in such reports have been disclosed in this report on
Form 10-K/A.
In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties: the Trustee,
the Group I Servicers and the Group I Master Servicer.
Date: May 21, 2008
/s/ Xxxxxxxx Xxxx
Xxxxxxxx Xxxx
Vice President
(Senior Officer in Charge of
Securitization of the Depositor)
