Common use of Prepayment Penalty Clause in Contracts

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loan's origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, and (iii) the Prepayment Penalty is disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified except as set forth on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related such Mortgage Note Loan and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's origination, originator had a written policy of offering the Mortgagor was offered or requiring third-party brokers to offer the Mortgagor, the option of obtaining a mortgage loan that did not require payment of such a premium, penalty and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Breach Representation;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty prepayment penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three five (35) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premiumpenalty, and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium Prepayment Penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's origination, ’s originator had a written policy of offering the Mortgagor was offered or requiring third-party brokers to offer the Mortgagor, the option of obtaining a mortgage loan that did not require payment of such a premiumpenalty, and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium Prepayment Penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's ’s origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, penalty and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified except as set forth on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to any applicable federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related such Mortgage Note Loan and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's originationoriginator had a written policy of offering the Mortgagor, or requiring third-party brokers to offer the Mortgagor was offered Mortgagor, the option of obtaining a mortgage loan that did not require payment of such a premium, penalty and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Breach Representation;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty prepayment penalty as provided in the related Mortgage Note is identified except as set forth on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty prepayment penalty feature, each such Prepayment Penalty prepayment penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty prepayment penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty prepayment penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty prepayment penalty may be imposed for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty prepayment period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty prepayment period to no more than three (3) years from the date of the related such Mortgage Note Loan and the Mortgagor was notified in writing of such reduction in Prepayment Penalty prepayment period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loan's origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, premium and (iii) the Prepayment Penalty prepayment premium is disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Breach Representation;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, October 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, except as set forth on the related Mortgage Loan Schedule, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium Prepayment Penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premiumpenalty, and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law, and (iv) notwithstanding any state, local or federal law to the contrary, the Seller shall not impose such Prepayment Penalty in any instance when the mortgage debt is accelerated or paid off in connection with the workout of a delinquent Mortgage Loan or as a result of the Mortgagor's default in making the Mortgage Loan payments. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the PurchaserPurchaser (unless the related Purchase Price and Terms Agreement indicates otherwise), and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium Prepayment Penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's ’s origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premiumpenalty, and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law, and (iv) notwithstanding any state, local or federal law to the contrary, the Seller shall not impose such Prepayment Penalty in any instance when the mortgage debt is accelerated or paid off in connection with the workout of a delinquent Mortgage Loan or as a result of the Mortgagor’s default in making the Mortgage Loan payments. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer WMC for the benefit of the PurchaserPurchaser in accordance with Accepted Servicing Practices, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium Prepayment Penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's originationoriginator had a written policy of offering the Mortgagor, or requiring third-party brokers to offer the Mortgagor was offered Mortgagor, the option of obtaining a mortgage loan that did not require payment of such a premiumpenalty; provided, and that such offer may have been evidenced by WMC's rate sheet/pricing grid relating to such Mortgage Loan, which provided that the Mortgage Loan had a full prepayment premium buy out pricing adjustment available, (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law, and (iv) notwithstanding any state, local or federal law to the contrary, as of the WMC Transfer Date, WMC has not imposed such Prepayment Penalty in any instance when the mortgage debt is accelerated or paid off in connection with the workout of a delinquent Mortgage Loan or as a result of the Mortgagor's default in making the Mortgage Loan payments. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified and rider as set forth on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller Responsible Party for so long as it is acting as Interim Servicer servicer for the benefit of the PurchaserSponsor, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related such Mortgage Note Loan and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium penalty upon a prepayment prior to maturity: (i) prior to the Mortgage Loan's origination, the Mortgagor agreed to such premium Prepayment Penalty in exchange for a monetary benefit, including but not limited to a rate or of fee reduction, (ii) prior to the Mortgage Loan's origination, the Mortgagor was originator has available programs that offered the option of obtaining a mortgage loan that did not require payment of such a premiumPrepayment Penalty and prior to the Mortgage Loan's origination, the Mortgage Loan was made available to the Mortgagor with and without the Prepayment Penalty, (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal lawlaw and (iv) such Prepayment Penalty shall not be imposed by the Responsible Party in any instance where the mortgage loan is accelerated or paid off in connection with the workout of a delinquent mortgage or due to the Mortgagor's default, notwithstanding that the terms of the mortgage loan or state or federal law might permit the imposition of such penalty. This representation and warranty is a Deemed Material and Adverse Breach Representation;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the PurchaserPurchaser (unless the related Purchase Price and Terms Agreement indicates otherwise), and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium Prepayment Penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premiumpenalty, and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law, and (iv) notwithstanding any state, local or federal law to the contrary, the Seller shall not impose such Prepayment Penalty in any instance when the mortgage debt is accelerated or paid off in connection with the workout of a delinquent Mortgage Loan or as a result of the Mortgagor's default in making the Mortgage Loan payments. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable enforceable, subject to applicable bankruptcy laws, and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to complied in all material respects with applicable federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, October 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium Prepayment Penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's ’s origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, penalty and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable enforceable, subject to applicable bankruptcy laws, and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the PurchaserTrust, and each Prepayment Penalty is permitted pursuant to complied in all material respects with applicable federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, October 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium Prepayment Penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's ’s origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, penalty and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty prepayment penalty as provided in the related Mortgage Note is identified except as set forth on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty prepayment penalty feature, each such Prepayment Penalty prepayment penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer Company for the benefit of the Purchaser, and each Prepayment Penalty prepayment penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty prepayment penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty prepayment penalty may be imposed for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, October 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty prepayment period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty prepayment period to no more than three (3) years from the date of the related Mortgage Note note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty prepayment period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loan's loan’s origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loan's loan’s origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, and (iii) the Prepayment Penalty prepayment premium is disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation , and warranty (iv) notwithstanding any state, local or federal law to the contrary, the Company shall not impose such prepayment premium in any instance when the mortgage debt is a Deemed Material and Adverse Representationaccelerated as the result of the Mortgagor’s default in making the loan payments;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified except as set forth on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related such Mortgage Note Loan and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, premium and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Breach Representation;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified except as set forth on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer Responsible Party for the benefit of the PurchaserSponsor, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related such Mortgage Note Loan and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's origination, originator had a written policy of offering the Mortgagor was offered or requiring third-party brokers to offer the Mortgagor, the option of obtaining a mortgage loan that did not require payment of such a premium, penalty and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Schedule. With Documents with respect to each Mortgage Loan that has a subject to Prepayment Penalty feature, each Penalties specifically authorizes such Prepayment Penalty is Penalties to be collected, such Prepayment Penalties are permissible and enforceable and will be enforced by in accordance with the Seller during the period the Seller is acting as Interim Servicer for the benefit terms of the Purchaser, related Mortgage Loan Documents and each Prepayment Penalty is permitted pursuant to all applicable federal, state and local lawlaws (except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally or the collectability thereof may be limited due to acceleration in connection with a foreclosure). Each such No Mortgage Loan provides for the payment of a Prepayment Penalty is in an amount not more than beyond the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed for a five-year term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, following the duration of the Prepayment Penalty period shall not exceed three (3) years from the date origination of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty periodLoan. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loan's loan’s origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, ; (ii) prior to the Mortgage Loan's loan’s origination, the Mortgagor was offered the option of obtaining a mortgage loan Mortgage Loan that did not require payment of such a premium, and ; (iii) the Prepayment Penalty prepayment premium is disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local state and federal law. This representation , (iv) for Mortgage Loans originated on or after September 1, 2004, the duration of the prepayment period shall not exceed three (3) years from the date of the Mortgage Note, unless the Mortgage Loan was modified to reduce the prepayment period to no more than three (3) years from the date of the Mortgage Note and warranty the Mortgagor was notified in writing of such reduction in prepayment period, and (v) notwithstanding any state or federal law to the contrary, the Company shall recommend that such prepayment premium is a Deemed Material and Adverse Representationnot imposed in any instance when the mortgage debt is accelerated as the result of the Mortgagor’s default in making the loan payments;

Prepayment Penalty. Each The Weichert Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Scheduleor rider. With respect to each Weichert Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer Weichert for the benefit of the PurchaserGSMC, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Weichert Mortgage Loans originated prior to October, 1, 2002. With respect to Weichert Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Weichert Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related such Weichert Mortgage Note Loan and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Weichert Mortgage Loan that contains a provision permitting imposition of a premium penalty upon a prepayment prior to maturity: (i) prior the Weichert Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Weichert Mortgage Loan's origination, originator had a written policy of offering the Mortgagor was offered or requiring third-party brokers to offer the Mortgagor, the option of obtaining a mortgage loan that did not require payment of such a premium, penalty and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified unless otherwise indicated on the related Mortgage Loan ScheduleSchedule hereof. With respect to each For any Mortgage Loan originated prior to October 1, 2002 that is subject to a Prepayment Penalty, such prepayment penalty does not extend beyond five years after the date of origination. For any Mortgage Loan originated on or following October 1, 2002 that is subject to a Prepayment Penalty, such prepayment penalty does not extend beyond three years after the date of origination and no Mortgage Loan has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the years; Each Prepayment Penalty period shall not exceed three is permissible and enforceable in accordance with its terms upon the Mortgagor's full and voluntary principal prepayment under applicable law, except to the extent that: (1) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights; (2) the collectability thereof may be limited due to acceleration in connection with a foreclosure or other involuntary prepayment; or (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified subsequent changes in writing of such reduction in Prepayment Penalty periodapplicable law may limit or prohibit enforceability thereof under applicable law. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loan's loan’s origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loan's loan’s origination, the Mortgagor was offered the option of obtaining a mortgage loan Mortgage Loan that did not require payment of such a premium, and (iii) the Prepayment Penalty prepayment premium is disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local state and federal law. This representation , and warranty (iv) notwithstanding any state or federal law to the contrary, the Company shall not impose such prepayment premium in any instance when the mortgage debt is a Deemed Material and Adverse Representationaccelerated as the result of the Mortgagor’s default in making the loan payments;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loan's origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, and (iii) the Prepayment Penalty is disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each The Acoustic Mortgage Loan that is subject to a Prepayment Penalty prepayment penalty as provided in the related Mortgage Note is identified except as set forth on the related Mortgage Loan Schedule. With respect to each Acoustic Mortgage Loan that has a Prepayment Penalty prepayment penalty feature, each such Prepayment Penalty prepayment penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer Acoustic for the benefit of the PurchaserGSMC, and each Prepayment Penalty prepayment penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty prepayment penalty is in an amount not no more than the maximum amount permitted under applicable law and no such Prepayment Penalty prepayment penalty may be imposed for a term in excess of five (5) years with respect to Acoustic Mortgage Loans originated prior to October, 1, 2002. With respect to Acoustic Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty prepayment period shall not exceed three (3) years from the date of the Mortgage Note unless the Acoustic Mortgage Loan was modified to reduce the Prepayment Penalty prepayment period to no more than three (3) years from the date of the related Mortgage Note note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty prepayment period. With respect to any Acoustic Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loanloan's origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loanloan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, and (iii) the Prepayment Penalty prepayment premium is disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation , and warranty (iv) notwithstanding any state, local or federal law to the contrary, the Servicer shall not impose such prepayment premium in any instance when the mortgage debt is a Deemed Material and Adverse Representationaccelerated as the result of the Mortgagor's default in making the loan payments;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller Company during the period the Seller Company is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is in permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium Prepayment Penalty upon a prepayment prior to maturity: (i) prior to the Mortgage Loan's origination, ’s provides some benefit to the Mortgagor agreed to such premium in exchange for a monetary benefit(e.g., including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's origination, ’s originator had a written policy of offering the Mortgagor was offered or requiring third-party brokers to offer the Mortgagor, the option of obtaining a mortgage loan that did not require payment of such a premiumpenalty, and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium Prepayment Penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's origination’s originator had a written policy of offering the Mortgagor, or requiring third-party brokers to offer the Mortgagor was offered Mortgagor, the option of obtaining a mortgage loan that did not require payment of such a premium, penalty and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified except as set forth on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related such Mortgage Note Loan and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment Prepayment Penalty prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's origination, originator had a written policy of offering the Mortgagor was offered or requiring third-party brokers to offer the Mortgagor, the option of obtaining a mortgage loan that did not require payment of such a premium, penalty and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty prepayment penalty as provided in the related Mortgage Note is identified except as set forth on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty prepayment penalty feature, each such Prepayment Penalty prepayment penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the PurchaserSeller, and each Prepayment Penalty prepayment penalty is permitted pursuant to applicable federal, state and or local law. Each such Prepayment Penalty prepayment penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty prepayment penalty may be imposed for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With Except as set forth on the Mortgage Loan Schedule with respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty prepayment period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty prepayment period to no more than three (3) years from the date of the related Mortgage Note note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty prepayment period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loan's loan’s origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loan's loan’s origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, and (iii) the Prepayment Penalty prepayment premium is disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law, and (iv) notwithstanding any state, local or federal law to the contrary, the Company shall not impose such prepayment premium in any instance when the mortgage debt is accelerated as the result of the Mortgagor’s default in making the loan payments. This representation and warranty is No Mortgage Loan will impose a Deemed Material and Adverse Representationprepayment premium for a term in excess of five years after its origination;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium Prepayment Penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's originationoriginator had a written policy of offering the Mortgagor, or requiring third-party brokers to offer the Mortgagor was offered Mortgagor, the option of obtaining a mortgage loan that did not require payment of such a premium, penalty and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Schedule, and (i) specifically authorizes such Prepayment Penalties to be collected and such Prepayment Penalties are permissible and enforceable and were originated in accordance with the terms of the related Mortgage Loan documents and all applicable state, federal and local law (except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally or the collectability thereof may be limited due to acceleration in connection with a foreclosure) and (ii) include all necessary documentation to determine the amount of the Prepayment Penalty to be collected. With respect to each Mortgage Loan that has a Prepayment Penalty featureLoans originated prior to October 1, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser2002, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002following origination. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the no such Prepayment Penalty period shall not exceed may be imposed for a term in excess of three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty periodfollowing origination. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loan's origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, and (iii) the Prepayment Penalty is disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law, and (iv) notwithstanding any state, local or federal law to the contrary, NC Capital shall not impose such Prepayment Penalty in any instance when the mortgage debt is accelerated or paid off in connection with the workout of a delinquent Mortgage Loan or as the result of the Mortgagor's default in making the Mortgage Loan payments. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each The Decision One Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified except as set forth on the related Decision One Mortgage Loan Schedule. With respect to each Decision One Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer Decision One for the benefit of the PurchaserGSMC, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Decision One Mortgage Loans originated prior to October, 1, 2002. With respect to Decision One Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Decision One Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related such Decision One Mortgage Note Loan and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Decision One Mortgage Loan that contains a provision permitting imposition of a premium penalty upon a prepayment prior to maturity: : (i) prior the Decision One Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Decision One Mortgage Loan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, premium and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loan's ’s origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loan's ’s origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, and (iii) the Prepayment Penalty is disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Scheduleand rider. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related such Mortgage Note Loan and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, penalty and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Breach Representation;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable enforceable, subject to applicable bankruptcy laws, and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to complied in all material respects with applicable federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, October 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium Prepayment Penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, penalty and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified and rider except as set forth on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the PurchaserPurchaser through the related Transfer Date, and each Prepayment Penalty is permitted pursuant to applicable federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related such Mortgage Note Loan and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of in exchange for accepting such a premiumPrepayment Penalty, and (iiiii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified except as set forth on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, October 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related such Mortgage Note Loan and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reductionreduction in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, penalty and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty prepayment penalty as provided in the related Mortgage Note is identified except as set forth on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty prepayment penalty feature, each such Prepayment Penalty prepayment penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty prepayment penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty prepayment penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty prepayment penalty may be imposed for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, October 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty prepayment period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty prepayment period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty prepayment period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such prepayment penalty, (ii) prior to the Mortgage Loan's ’s origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, penalty and (iii) the Prepayment Penalty is prepayment penalty was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Breach Representation;

Prepayment Penalty. Each No Mortgage Loan that is subject to a Prepayment Penalty prepayment penalty as provided in the related Mortgage Note is identified except as set forth on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty prepayment penalty feature, each such Prepayment Penalty prepayment penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty prepayment penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty prepayment penalty is in an amount not more than equal to the maximum amount permitted under applicable law and no such Prepayment Penalty prepayment penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty prepayment period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty prepayment period to no more than three (3) years from the date of the related such Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty prepayment period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium prepayment penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such prepayment penalty, (ii) prior to the Mortgage Loan's Loan origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, and penalty; (iii) the Prepayment Penalty is prepayment penalty was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation , and warranty (iv) notwithstanding any state, local or federal law to the contrary, the Seller shall not impose such prepayment penalty in any instance when the mortgage debt is accelerated or paid off in connection with the workout of a Deemed Material and Adverse Representationdelinquent Mortgage Loan or as a result of the Mortgagor’s default in making the Mortgage Loan payments;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified except as set forth on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, October 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related such Mortgage Note Loan and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, penalty and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Breach Representation;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified except as set forth on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related such Mortgage Note Loan and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to (e.g. a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's origination, ’s originator had a written policy of offering the Mortgagor was offered or requiring third-party brokers to offer the Mortgagor, the option of obtaining a mortgage loan that did not require payment of such a premium, penalty and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Breach Representation;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty prepayment penalty as provided in the related Mortgage Note is identified except as set forth on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty prepayment penalty feature, each such Prepayment Penalty prepayment penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty prepayment penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty prepayment penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty prepayment penalty may be imposed for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty prepayment period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty prepayment period to no more than three (3) years from the date of the related Mortgage Note note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty prepayment period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loan's loan’s origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loan's loan’s origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, and (iii) the Prepayment Penalty prepayment premium is disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation , and warranty (iv) notwithstanding any state, local or federal law to the contrary, the Servicer shall not impose such prepayment premium in any instance when the mortgage debt is a Deemed Material and Adverse Representationaccelerated as the result of the Mortgagor’s default in making the loan payments;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified except as set forth on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty prepayment penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to applicable federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's originationorigination the Mortgagor, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premiumpenalty, and (iii) the Prepayment Penalty is prepayment penalty was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law, and (iv) notwithstanding any state, local or federal law to the contrary, the Servicer shall not impose such prepayment penalty in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the loan payments. This representation and warranty is a Deemed Material and Adverse Breach Representation;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, October 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium Prepayment Penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premiumpenalty, and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law, and (iv) notwithstanding any state, local or federal law to the contrary, the Seller shall not impose such Prepayment Penalty in any instance when the mortgage debt is accelerated or paid off in connection with the workout of a delinquent Mortgage Loan or as a result of the Mortgagor's default in making the Mortgage Loan payments. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, October 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium Prepayment Penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, penalty and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty prepayment penalty as provided in the related Mortgage Note and any addendums or riders thereto executed by the related Mortgagor is identified on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loan's origination, the Mortgagor agreed to such prepayment premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, and (iii) the Prepayment Penalty is adequately disclosed to the related Mortgagor in the mortgage loan Mortgage Loan documents pursuant to applicable state, local state and federal law. This representation , and warranty (ii) notwithstanding any state or federal law to the contrary, the Originator, as servicer, shall not impose such prepayment premium in any instance when the mortgage debt is a Deemed Material and Adverse Representationaccelerated as the result of the related Mortgagor's default in making the Mortgage Loan payments;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty prepayment penalty as provided in the related Mortgage Note and any addendums or riders thereto executed by the related Mortgagor is identified on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loan's origination, the Mortgagor agreed to such prepayment premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, and (iii) the Prepayment Penalty is adequately disclosed to the related Mortgagor in the mortgage loan Mortgage Loan documents pursuant to applicable state, local state and federal law, and (ii) notwithstanding any state or federal law to the contrary, the Originator, as servicer, shall not impose such prepayment premium in any instance when the mortgage debt is accelerated as the result of the related Mortgagor's default in making the Mortgage Loan payments. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each The November Acoustic Mortgage Loan that is subject to a Prepayment Penalty prepayment penalty as provided in the related Mortgage Note is identified except as set forth on the related Acoustic Mortgage Loan Schedule. With respect to each November Acoustic Mortgage Loan that has a Prepayment Penalty prepayment penalty feature, each such Prepayment Penalty prepayment penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty prepayment penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty prepayment penalty is in an amount not no more than the maximum amount permitted under applicable law and no such Prepayment Penalty prepayment penalty may be imposed for a term in excess of five (5) years with respect to November Acoustic Mortgage Loans originated prior to October, 1, 2002. With respect to November Acoustic Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty prepayment period shall not exceed three (3) years from the date of the Mortgage Note unless the November Acoustic Mortgage Loan was modified to reduce the Prepayment Penalty prepayment period to no more than three (3) years from the date of the related Mortgage Note note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty prepayment period. With respect to any November Acoustic Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loanloan's origination, the Mortgagor borrower agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loanloan's origination, the Mortgagor borrower was offered the option of obtaining a mortgage loan that did not require payment of such a premium, and (iii) the Prepayment Penalty prepayment premium is disclosed to the Mortgagor borrower in the mortgage loan documents pursuant to applicable state, local and federal law. This representation , and warranty (iv) notwithstanding any state, local or federal law to the contrary, the Servicer shall not impose such prepayment premium in any instance when the mortgage debt is a Deemed Material and Adverse Representationaccelerated as the result of the borrower's default in making the loan payments;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer Company for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, October 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium Prepayment Penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premiumpenalty, and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law, and (iv) notwithstanding any state, local or federal law to the contrary, the Company shall not impose such Prepayment Penalty in any instance when the mortgage debt is accelerated or paid off in connection with the workout of a delinquent Mortgage Loan or as a result of the Mortgagor's default in making the Mortgage Loan payments. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty prepayment penalty as provided in the related Mortgage Note is identified except as set forth on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty prepayment penalty feature, each such Prepayment Penalty prepayment penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer Company for the benefit of the Purchaser, and each Prepayment Penalty prepayment penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty prepayment penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty prepayment penalty may be imposed for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, October 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty prepayment period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty prepayment period to no more than three (3) years from the date of the related Mortgage Note note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty prepayment period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loan's loan’s origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loan's loan’s origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, and (iii) the Prepayment Penalty prepayment premium is disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation , and warranty (iv) notwithstanding any state, local or federal law to the contrary, the Company shall not impose such prepayment premium in any instance when the mortgage debt is a Deemed Material and Adverse Representationaccelerated as the result of the Mortgagor’s default in making the loan payments;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium Prepayment Penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, penalty and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each Except as set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans are subject to a Prepayment Penalty. For any Mortgage Loan originated prior to October 1, 2002 that is subject to a Prepayment Penalty as provided in Penalty, such prepayment penalty does not extend beyond five years after the related Mortgage Note is identified on the related date of origination. For any Mortgage Loan Schedule. With respect originated on or following October 1, 2002 that is subject to each Mortgage Loan that has a Prepayment Penalty, such Prepayment Penalty feature, each does not extend beyond three years after the date of origination. Any such Prepayment Penalty is permissible and enforceable in accordance with its terms upon the Mortgagor’s full and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted voluntary principal prepayment under applicable law and no such Prepayment Penalty law, except to the extent that: the enforceability thereof may be imposed for limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights; the collectability thereof may be limited due to acceleration in connection with a term foreclosure or other involuntary prepayment; or subsequent changes in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on applicable law may limit or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty periodprohibit enforceability thereof under applicable law. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loan's loan’s origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loan's loan’s origination, the Mortgagor was offered the option of obtaining a mortgage loan Mortgage Loan that did not require payment of such a premium, and (iii) the Prepayment Penalty prepayment premium is disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local state and federal law. This representation , (iv) for Mortgage Loans originated on or after September 1, 2004, the duration of the prepayment period shall not exceed three (3) years from the date of the Mortgage Note, unless the Mortgage Loan was modified to reduce the prepayment period to no more than three years from the date of the Mortgage Note and warranty the Mortgagor was notified in writing of such reduction in prepayment period, and (v) notwithstanding any state or federal law to the contrary, the Company shall not impose such prepayment premium in any instance when the Mortgage Loan is a Deemed Material accelerated or paid off in connection with the Mortgagor’s failure to make the Monthly Payments; (i) Subsection (hhh) of Section 3.02 of the Agreement is hereby amended by inserting the words “points,” immediately after the word “All” in the first sentence thereof. (j) Section 3.02 of the Agreement is hereby amended by deleting subsection (www) thereof in its entirety and Adverse Representation;replacing it with the following:

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified and rider as set forth on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller for so long as it is acting as Interim Servicer servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related such Mortgage Note Loan and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium penalty upon a prepayment prior to maturity: (i) prior to the Mortgage Loan's origination, the Mortgagor agreed to such premium Prepayment Penalty in exchange for a monetary benefit, including but not limited to a rate or of fee reduction, (ii) prior to the Mortgage Loan's origination, the Mortgagor was originator has available programs that offered the option of obtaining a mortgage loan that did not require payment of such a premiumPrepayment Penalty and prior to the Mortgage Loan's origination, the Mortgage Loan was made available to the Mortgagor with and without the Prepayment Penalty, (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal lawlaw and (iv) such Prepayment Penalty shall not be imposed by the Seller in any instance where the mortgage loan is accelerated or paid off in connection with the workout of a delinquent mortgage or due to the Mortgagor's default, notwithstanding that the terms of the mortgage loan or state or federal law might permit the imposition of such penalty. This representation and warranty is a Deemed Material and Adverse Breach Representation; (d) deleting the existing subsection (uu) in its entirety and replacing it with the following language:

Prepayment Penalty. Each The MILA Mortgage Loan that is subject to a Prepayment Penalty prepayment penalty as provided in the related Mortgage Note is identified except as set forth on the related MILA Mortgage Loan Schedule. With respect to each MILA Mortgage Loan that has a Prepayment Penalty prepayment penalty feature, each such Prepayment Penalty prepayment penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer MILA for the benefit of the PurchaserGSMC, and each Prepayment Penalty prepayment penalty is permitted pursuant xxxxuant to federal, state and local law. Each such Prepayment Penalty prepayment penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty prepayment penalty may be imposed for a term in excess of five (5) years with respect to MILA Mortgage Loans originated prior to October, October 1, 2002. With respect to MILA Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty prepayment period shall not exceed three (3) years from the date of the Mortgage Note unless the MILA Mortgage Loan was modified to reduce the Prepayment Penalty prepayment period to no more than three (3) years from the date of the related Mortgage Note note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty prepayment period. With respect to any MILA Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loanloan's origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loanloan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, and (iii) the Prepayment Penalty prepayment premium is disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation , and warranty (iv) notwithstanding any state, local or federal law to the contrary, the Servicer shall not impose such prepayment premium in any instance when the mortgage debt is a Deemed Material and Adverse Representationaccelerated as the result of the Mortgagor's default in making the loan payments;

Prepayment Penalty. Each The October Acoustic Mortgage Loan that is subject to a Prepayment Penalty prepayment penalty as provided in the related Mortgage Note is identified except as set forth on the related Acoustic Mortgage Loan Schedule. With respect to each October Acoustic Mortgage Loan that has a Prepayment Penalty prepayment penalty feature, each such Prepayment Penalty prepayment penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty prepayment penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty prepayment penalty is in an amount not no more than the maximum amount permitted under applicable law and no such Prepayment Penalty prepayment penalty may be imposed for a term in excess of five (5) years with respect to October Acoustic Mortgage Loans originated prior to October, 1, 2002. With respect to October Acoustic Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty prepayment period shall not exceed three (3) years from the date of the Mortgage Note unless the October Acoustic Mortgage Loan was modified to reduce the Prepayment Penalty prepayment period to no more than three (3) years from the date of the related Mortgage Note note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty prepayment period. With respect to any October Acoustic Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loanloan's origination, the Mortgagor borrower agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loanloan's origination, the Mortgagor borrower was offered the option of obtaining a mortgage loan that did not require payment of such a premium, and (iii) the Prepayment Penalty prepayment premium is disclosed to the Mortgagor borrower in the mortgage loan documents pursuant to applicable state, local and federal law. This representation , and warranty (iv) notwithstanding any state, local or federal law to the contrary, the Servicer shall not impose such prepayment premium in any instance when the mortgage debt is a Deemed Material and Adverse Representationaccelerated as the result of the borrower's default in making the loan payments;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty prepayment penalty as provided in the related Mortgage Note is identified except as set forth on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty prepayment penalty feature, each such Prepayment Penalty prepayment penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty prepayment penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty prepayment penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty prepayment penalty may be imposed for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty prepayment period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty prepayment period to no more than three (3) years from the date of the related Mortgage Note note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty prepayment period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loanloan's origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loanloan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, and (iii) the Prepayment Penalty prepayment premium is disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation , and warranty (iv) notwithstanding any state, local or federal law to the contrary, the Servicer shall not impose such prepayment premium in any instance when the mortgage debt is a Deemed Material and Adverse Representationaccelerated as the result of the Mortgagor's default in making the loan payments;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty prepayment penalty as provided in the related Mortgage Note is identified except as set forth on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty prepayment penalty feature, each such Prepayment Penalty prepayment penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer Company for the benefit of the Purchaser, and each Prepayment Penalty prepayment penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty prepayment penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty prepayment penalty may be imposed for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, October 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty prepayment period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty prepayment period to no more than three (3) years from the date of the related Mortgage Note note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty prepayment period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loanloan's origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loanloan's origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, and (iii) the Prepayment Penalty prepayment premium is disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation , and warranty (iv) notwithstanding any state, local or federal law to the contrary, the Company shall not impose such prepayment premium in any instance when the mortgage debt is a Deemed Material and Adverse Representationaccelerated as the result of the Mortgagor's default in making the loan payments;

Prepayment Penalty. Each Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium Prepayment Penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's origination, originator had a written policy of offering the Mortgagor was offered or requiring third-party brokers to offer the Mortgagor, the option of obtaining a mortgage loan that did not require payment of such a premiumpenalty, and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Representation;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty prepayment penalty as provided in the related Mortgage Note is identified except as set forth on the related Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment Penalty prepayment penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty prepayment penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty prepayment penalty is in an amount not more than equal to the maximum amount permitted under applicable law and no such Prepayment Penalty prepayment penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty prepayment penalty period shall not exceed three (3) years from the date of the Mortgage Note Loan unless the Mortgage Loan was modified to reduce the Prepayment Penalty prepayment penalty period to no more than three (3) years from the date of the related such Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty the prepayment penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such prepayment penalty, (ii) prior to the Mortgage Loan's origination, originator had a written policy of offering the Mortgagor was offered or requiring third-party brokers to offer the Mortgagor, the option of obtaining a mortgage loan that did not require payment of such a premium, penalty and (iii) the Prepayment Penalty is prepayment penalty was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Breach Representation;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty prepayment penalty as provided in the related Mortgage Note is identified except as set forth on the Exhibit B to each related Mortgage Loan ScheduleAssignment and Conveyance Agreement. With respect to each Mortgage Loan that has a Prepayment Penalty prepayment penalty feature, each such Prepayment Penalty prepayment penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty prepayment penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty prepayment penalty is in an amount not more than equal to the maximum amount permitted under applicable law and no such Prepayment Penalty prepayment penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty prepayment period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty prepayment period to no more than three (3) years from the date of the related such Mortgage Note and the Mortgagor was notified in writing of such reduction in Prepayment Penalty prepayment period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium prepayment penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such prepayment penalty, (ii) prior to the Mortgage Loan's Loan origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, penalty and (iii) the Prepayment Penalty is prepayment penalty was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Breach Representation;

Prepayment Penalty. Each The Mortgage Loan that is subject to a Prepayment Penalty as provided in the related Mortgage Note is identified on the related Mortgage Loan Scheduleor rider. With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and will be enforced by the Seller during the period the Seller is acting as Interim Servicer for the benefit of the Purchaser, and each Prepayment Penalty is permitted pursuant to federal, state and local law. Each such Prepayment Penalty is in an amount not more than the maximum amount permitted under applicable law and no such Prepayment Penalty may be imposed provide for a term in excess of five (5) years with respect to Mortgage Loans originated prior to October, 1, 2002. With respect to Mortgage Loans originated on or after October 1, 2002, the duration of the Prepayment Penalty period shall not exceed three (3) years from the date of the Mortgage Note unless the Mortgage Loan was modified to reduce the Prepayment Penalty period to no more than three (3) years from the date of the related such Mortgage Note Loan and the Mortgagor was notified in writing of such reduction in Prepayment Penalty period. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium penalty upon a prepayment prior to maturity: (i) prior the Mortgage Loan provides some benefit to the Mortgage Loan's originationMortgagor (e.g., the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction) in exchange for accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's origination, originator had a written policy of offering the Mortgagor was offered or requiring third-party brokers to offer the Mortgagor, the option of obtaining a mortgage loan that did not require payment of such a premium, penalty and (iii) the Prepayment Penalty is was adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to applicable state, local and federal law. This representation and warranty is a Deemed Material and Adverse Representation;