REPRESENTATIONS AND WARRANTIES AGREEMENT
EXECUTION
This
REPRESENTATIONS AND WARRANTIES AGREEMENT (this “Agreement”), dated as of
December 28, 2007 (the “Closing
Date”),
is
between XXXXXXX XXXXX MORTGAGE COMPANY (“GSMC”
or
the
“Seller”)
and GS
MORTGAGE SECURITIES CORP. (the “Depositor”
or
the
“Purchaser”).
WHEREAS,
GSMC acquired certain mortgage loans (the “Mortgage
Loans”)
set
forth on the mortgage loan schedule attached hereto as Schedule I (the
“Mortgage
Loan Schedule”)
from
various mortgage loan sellers pursuant to certain master loan purchase
agreements (each, a “Purchase
Agreement”),
in
each case between GSMC, as purchaser and the related mortgage loan seller,
as
seller;
WHEREAS,
pursuant to an Assignment, Assumption and Recognition Agreement, dated as
of
December 1, 2007 (the “AAR”),
among
the Depositor, GSMC and Avelo Mortgage, L.L.C., GSMC will convey, transfer,
sell, grant, and assign certain of the Mortgage Loans to the
Depositor;
WHEREAS,
pursuant to a Master Servicing and Trust Agreement, dated as of December
1, 2007
(the “Trust
Agreement”),
among
GS Mortgage Securities Corp., as depositor, U.S. Bank National Association,
as
trustee (the “Trustee”),
Xxxxx
Fargo Bank, National Association, as master servicer and securities
administrator, and the custodians named therein, the GSR Mortgage Loan Trust
2007-5F (the “Trust”)
shall
issue its Mortgage-Backed Certificates, Series 2007-5F (the “Certificates”),
representing the beneficial ownership interest in a trust, the assets of
which
include, but are not limited to, the Mortgage Loans transferred by the Depositor
to the Trust pursuant to the Trust Agreement;
1.
Defined
Terms.
(i) Unless
otherwise defined herein, capitalized terms used herein shall have the meanings
assigned to such terms in the Trust Agreement. In the event of a conflict
between any of the defined terms contained in this Agreement and the Trust
Agreement, the definitions contained in the Trust Agreement shall
control.
(ii) The
following capitalized terms shall have the meanings assigned to such terms
below:
Accepted
Servicing Practices:
With
respect to any Mortgage Loan those mortgage servicing practices of prudent
mortgage lending institutions which service mortgage loans of the same type
as
such Mortgage Loan in the jurisdiction where the related Mortgaged Property
is
located.
ALTA:
The
American Land Title Association, or any successor thereto.
Deleted
Mortgage Loan:
A
Mortgage Loan that is repurchased or replaced or to be replaced with a Qualified
Substitute Mortgage Loan by GSMC in accordance with the terms of this
Agreement.
High
Cost Loan:
A
Mortgage Loan that is (a) covered by the Home Ownership and Equity
Protection Act of 1994, (b) identified, classified or characterized as
“high cost,” “threshold,” “covered”, or “predatory” under any other applicable
state, federal or local law (or a similarly identified, classified or
characterized loan using different terminology under a law imposing heightened
regulatory scrutiny or additional legal liability for residential mortgage
loans
having high interest rates, points and/or fees) or (c) categorized
as “High Cost” or “Covered” pursuant to Appendix E of the then-current Standard
& Poor’s LEVELs Glossary.
Loan-to-Value
Ratio
or
LTV:
With
respect to any Mortgage Loan, the ratio (expressed as a percentage) of the
outstanding principal amount of the such Mortgage Loan as of the Cut-off
Date
(unless otherwise indicated), to the lesser of (a) the Appraised Value of
the Mortgaged Property at origination and (b) if such Mortgage Loan was
made to finance the acquisition of the related Mortgaged Property, the purchase
price of the Mortgaged Property,
Monthly
Payment:
The
scheduled monthly payment of principal and interest on a Mortgage
Loan.
Qualified
Substitute Mortgage Loan:
A
mortgage loan eligible to be substituted by GSMC for a Deleted Mortgage Loan
which must, on the date of such substitution, (i) have an outstanding
principal balance, after deduction of all scheduled payments due in the month
of
substitution (or in the case of a substitution of more than one mortgage
loan
for a Deleted Mortgage Loan, an aggregate principal balance), not in excess
of
the outstanding principal balance of the Deleted Mortgage Loan (the amount
of
any shortfall will be paid by GSMC to the Depositor or its designee in the
month
of substitution); (ii) have a Mortgage Interest Rate not less than, and not
more than 1% greater than, the Mortgage Interest Rate of the Deleted Mortgage
Loan; (iii) have a remaining term to maturity not greater than, and not
more than one year less than, that of the Deleted Mortgage Loan; (iv) be of
the same type as the Deleted Mortgage Loan (i.e., fixed rate or adjustable
rate
with same Periodic Rate Cap, and Index); and (v) comply with each
representation and warranty (respecting individual Mortgage Loans) set forth
in
Section 2 of this Agreement.
As
to
each Mortgage Loan (except as otherwise set forth on Exhibit II hereto),
GSMC
hereby makes the representations and warranties set forth in Exhibit I hereto
to
the Depositor as of the Closing Date (or such other date as set forth
herein).
(a) Within
sixty (60) days of the earlier of either discovery by or notice to GSMC of
any
breach of a representation or warranty which materially and adversely affects
the value of the Mortgage Loans or the interest of the Depositor therein
(or
which materially and adversely affects the value of the applicable Mortgage
Loan
or the interest of the Depositor therein), GSMC shall cure such breach in
all
material respects and, if such breach cannot be cured, GSMC shall, at the
Depositor’s option, within sixty (60) calendar days of GSMC’s receipt of request
from the Depositor, repurchase such Mortgage Loan at the Purchase Price.
In the
event that such a breach shall involve any representation or warranty set
forth
in Section 2 of this Agreement, and such breach cannot be cured within sixty
(60) days of the earlier of either discovery by or notice to GSMC of such
breach, all of the Mortgage Loans materially and adversely affected thereby
shall, at the Depositor’s option, be repurchased by GSMC at the Purchase Price.
Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions
of this Section 3 shall be accomplished by direct remittance of the Purchase
Price to the Depositor or its designee in accordance with the Depositor’s
instructions.
However,
if the breach shall involve a representation or warranty set forth in Section
2
of this Agreement relating to any Mortgage Loan and GSMC discovers or receives
notice of any such breach within two years of the Closing Date, GSMC shall,
at
the Depositor’s option and provided that GSMC has a Qualified Substitute
Mortgage Loan, rather than repurchase such Mortgage Loan as provided above,
remove such Mortgage Loan (a “Deleted
Mortgage Loan”)
and
substitute in its place a Qualified Substitute Mortgage Loan or Mortgage
Loans,
provided that any such substitution shall be effected not later than two
years
after the Closing Date. If GSMC has no Qualified Substitute Mortgage Loan,
GSMC
shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage
Loan
or Mortgage Loans pursuant to the foregoing provisions of this Section 3
shall
be accomplished by direct remittance of the Purchase Price to the Depositor
or
its designee in accordance with the Depositor’s instructions.
At
the
time of repurchase or substitution, the Depositor and GSMC shall arrange
for the
reassignment of the Deleted Mortgage Loan to GSMC and the delivery to GSMC
of
any documents held by the Trustee or the applicable Custodian, as the case
may
be, relating to the Deleted Mortgage Loan. In the event of a repurchase or
substitution, GSMC shall, simultaneously with such reassignment, give written
notice to the Depositor that such repurchase or substitution has taken place,
amend the applicable Mortgage Loan Schedule to reflect the withdrawal of
the
Deleted Mortgage Loan from this Agreement, and, in the case of substitution,
identify the Qualified Substitute Mortgage Loan and amend the applicable
Mortgage Loan Schedule to reflect the addition of such Qualified Substitute
Mortgage Loan to this Agreement. In connection with any such substitution,
GSMC
shall be deemed to have made as to such Qualified Substitute Mortgage Loan
the
representations and warranties set forth in this Agreement except that all
such
representations and warranties set forth in this Agreement shall be deemed
made
as of the date of such substitution. GSMC shall effect such substitution
by
delivering to the Trustee or the Custodian or to such other party as the
Depositor may designate in writing for such Qualified Substitute Mortgage
Loan
the documents required by the Trust Agreement, with the Mortgage Note endorsed
as required by the Trust Agreement. No substitution will be made in any calendar
month after the initial Determination Date for such month. GSMC shall remit
directly to the Depositor, or its designee in accordance with the Depositor’s
instructions, the monthly payment less the Servicing Fee due, if any, on
such
Qualified Substitute Mortgage Loan or Mortgage Loans in the month following
the
date of such substitution. Monthly payments due with respect to Qualified
Substitute Mortgage Loans in the month of substitution shall be retained
by
GSMC. For the month of substitution, distributions to the Depositor shall
include the monthly payment due on any Deleted Mortgage Loan in the month
of
substitution, and GSMC shall thereafter be entitled to retain all amounts
subsequently received by GSMC in respect of such Deleted Mortgage
Loan.
For
any
month in which GSMC substitutes a Qualified Substitute Mortgage Loan for
a
Deleted Mortgage Loan, GSMC shall determine the amount (if any) by which
the
aggregate principal balance of all Qualified Substitute Mortgage Loans as
of the
date of substitution is less than the aggregate Stated Principal Balance
of all
Deleted Mortgage Loans (after application of scheduled principal payments
due in
the month of substitution). The amount of such shortfall, together with one
month’s interest at the Mortgage Interest Rate on the Deleted Mortgage Loan,
shall be distributed by GSMC directly to the Depositor or its designee in
accordance with the Depositor’s instructions within two (2) Business Days of
such substitution.
Any
cause
of action against GSMC relating to or arising out of the breach of any
representations and warranties made in Section 2 shall accrue as to any Mortgage
Loan upon (i) discovery of such breach by the Depositor or notice thereof
by
GSMC to the Depositor, (ii) failure by GSMC to cure such breach, repurchase
such
Mortgage Loan or substitute a Qualified Substitute Mortgage Loan as specified
above, and (iii) demand upon GSMC by the Depositor for compliance with this
Agreement.
(b) It
is
understood and agreed that the obligation of GSMC set forth in Section 3(a)
to repurchase or substitute for a Mortgage Loan in breach of a representation
or
warranty contained in Section 2 constitutes the sole remedy of the Depositor
or
any other person or entity with respect to such breach.
(c) In
the
event that GSMC exercises its right to require a Conduit
Mortgage
Loan be
repurchased due to an early payment default under the Goldman Conduit Sale
Agreements, GSMC shall pay to the Trust the applicable purchase price pursuant
to the Goldman Conduit Sale Agreements.
GSMC
shall deliver to the Depositor all documents and instruments required under
Section 2.01 of the Trust Agreement with respect to the Mortgage Loans. In
the
event any document or instrument required to be delivered to the Depositor
pursuant to Section 2.01 of the Trust Agreement, including an original or
copy
of any document submitted for recordation to the appropriate public recording
office, is not so delivered to the Depositor, and in the event that GSMC
does
not cure such failure within 60 days of discovery or receipt of written
notification of such failure from the Depositor, GSMC shall, at the Depositor’s
option, repurchase such Mortgage Loan at the Purchase Price, together with
all
expenses incurred by the Depositor as a result of such repurchase.
The
representations and warranties of GSMC set forth in Section 2 shall inure
to the benefit of the Depositor and its successors and assigns until all
amounts
payable to Certificateholders under the Trust Agreement have been paid in
full.
This
Agreement may be executed in any number of counterparts and by different
parties
hereto on separate counterparts, each of which counterparts, when so executed
and delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Agreement.
7.
GOVERNING
LAW.
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS,
RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.
9.
Captions.
The
captions in this Agreement are for convenience of reference only and shall
not
define or limit any of the terms or provisions hereof.
This
Agreement may not be assigned, pledged or hypothecated by any party hereto,
except that the Depositor’s rights under this Agreement may be assigned to the
Trustee and are exercisable by the Trustee (and its successors and assigns)
and
will be enforceable by the Trustee. Any entity into which GSMC or the Depositor
may be merged or consolidated shall, without the requirement for any further
writing, be deemed GSMC or the Depositor, respectively, hereunder.
The
parties agree that the Trust (including the Trustee and the Master Servicer
acting on the Trust’s behalf) is an intended third-party beneficiary of this
Agreement with the right to enforce the provisions hereof and the rights
to
obtain the benefit of the enforcement of the obligations and covenants of
GSMC
under Section 3 of this Agreement as if the Trustee and the Master Servicer
were
a party to this Agreement.
12.
Amendments.
This
Agreement may be amended from time to time by the parties hereto.
[SIGNATURE
PAGE IMMEDIATELY FOLLOWS]
XXXXXXX
XXXXX MORTGAGE
COMPANY
By: Xxxxxxx
Sachs Real Estate Funding
Corp.,
its General Partner
By:
_/s/
Xxxx X. Xxxxx
____________________
Name:
Xxxx X. Xxxxx
Title:
Managing Director
GS
MORTGAGE SECURITIES CORP.
By:
_/s/
Xxxx X. Finck____________________
Name:
Xxxx X. Xxxxx
Title:
Managing Director
EXHIBIT
I
Representations
and Warranties Regarding the Mortgage Loans
(a) Mortgage
Loans as Described.
The
information set forth in the Mortgage Loan Schedule with respect to the Mortgage
Loans is complete, true and accurate;
(b) Criteria
for Eligible Loans.
The
Mortgage Loan has been underwritten in accordance with, and meets the parameters
of, the underwriting requirements set forth in the Underwriting Guide or
the
Seller’s underwriting guidelines. No Mortgage Loan is (i) covered by the
provisions of the Homeownership and Equity Protection Act of 1994 or
(ii) in violation of, or classified as a “high cost”, “threshold”,
“covered” or “predatory” loan under, any other applicable state, federal or
local law (or a similarly classified loan using different terminology under
a
law imposing heightened regulatory scrutiny or additional legal liability
for
residential mortgage loans having high interest rates, points and/or fees).
No
Mortgage Loan is subject to any rights of rescission, counterclaims or
defenses;
(c) Compliance
with Applicable Laws:
Each
Mortgage Loan has been originated in compliance with all applicable local,
state
and federal laws and regulations including, without limitation, usury and
predatory lending laws;
(d) Origination/Doing
Business:
The
Mortgage Loan was originated by a mortgagee approved by the Secretary of
Housing
and Urban Development pursuant to Sections 203 and 211 of the National Housing
Act, a savings and loan association, a savings bank, a commercial bank, credit
union, insurance company or other similar institution which is supervised
and
examined by a federal or state authority. All parties who have had any interest
in the Mortgage Loan, whether as a mortgagee, assignee, pledgee or otherwise
are
(or during the period in which they held and disposed of such interest, were)
(a) in compliance with any and all applicable licensing requirements of the
laws of the state where the Mortgaged Property is located, and (b) either
(i) organized under the laws of such state, or (ii) qualified to do
business in such state, or (iii) a federal savings and loan association, a
savings bank or a national bank having a principal office in such state,
or
(c) not doing business in such state;
(e) Validity
of Loan Documents:
The
Mortgage Note and the Mortgage and any other agreement executed by a Mortgagor
in connection with a Mortgage Loan are genuine and each is the legal, valid,
and
binding obligation of its maker. Each is enforceable according with its terms
(including without limitation, any provisions relating to prepayment charges
or
penalties), except as limited by bankruptcy, insolvency or other similar
laws
generally affecting the enforcement of creditor’s rights. To the best of the
Seller’s knowledge, all parties associated with the Mortgage Note, the Mortgage
and any related document had legal capacity to enter into the Mortgage Loan
and
to execute and deliver said documents and said documents have been duly and
properly executed by all such related parties;
(f) No
Defenses:
The
Mortgage Loan is not subject to any right of rescission, set-off, counterclaim
or defense, including without limitation the defense of usury. The operation
of
any of the terms of the Mortgage Note or the Mortgage, or the exercise of
any
right thereunder, will not render the Mortgage Note or the Mortgage
unenforceable, in whole or in part or subject to any right of rescission,
set-off, counterclaim or defense, including without limitation, the defense
of
usury. In addition, no such right of rescission, set-off, counterclaim or
defense has been asserted with respect to the Mortgage Note or the Mortgage.
To
the best of the Seller’s knowledge, no Mortgagor was a debtor in any local,
state or federal bankruptcy or insolvency proceeding at the time the related
Mortgage Loan was originated or as of the related origination date;
(g) No
Defaults:
Other
than payments due but not yet 30 days or more delinquent, to the best of
the
Seller’s knowledge, there is no default, breach, violation or event which would
permit acceleration existing under the Mortgage or the Mortgage Note and
no
event which, with the passage of time or with notice and the expiration of
any
grace or cure period, would constitute a default, breach, violation or event
which would permit acceleration. No such default, breach, violation or event
which would permit acceleration has been waived by the Seller or by any other
entity involved in originating the Mortgage Loan. With respect to each second
lien loan, (i) the prior mortgage is in full force and effect,
(ii) there is no default, breach, violation or event which would permit
acceleration existing under such prior mortgage or the related mortgage note,
(iii) there is no event which, with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a default, breach,
violation or event which would permit acceleration thereunder, and either
(A) the prior mortgage contains a provision which allows or
(B) applicable law requires, the mortgagee under the second lien loan to
receive notice of, and affords such mortgagee an opportunity to cure any
default
by payment in full or otherwise under the prior mortgage;
(h) Original
Terms Unmodified:
The
terms of the Mortgage Note and the Mortgage have not been impaired, waived,
altered or modified in any respect from the date of origination, except by
written instrument. Any such instrument was recorded in the applicable public
recording office if necessary to protect the interests of the Purchaser in
the
related Mortgage Loan. In addition, the changes to the terms have been delivered
to the Purchaser or its designee and reflected on the Loan Schedule. No Mortgage
Loan has been modified so as to restructure the payment obligations or extend
the maturity date of the Mortgage Loan. The substance of any such waiver,
alteration or modification has been approved by the title insurer to the
extent
required by the title policy. No Mortgagor has been released, in whole or
in
part, except in connection with an assumption agreement, approved by the
issuer
of the title insurance, to the extent required by the policy, and which
assumption agreement is part of the Custodial File delivered to the Purchaser
or
its designee and the terms of which are reflected in the Loan
Schedule;
(i) No
Satisfaction of Mortgage:
The
Mortgage has not been satisfied, cancelled, subordinated or rescinded, in
whole
or in part and the Mortgaged Property has not been released from the lien
of the
Mortgage, in whole or in part, nor has any instrument been executed that
would
effect any such satisfaction, cancellation, subordination, or rescission.
The
Seller has not waived the performance by the Mortgagor of any action, if
the
Mortgagor’s failure to perform such action would cause the Mortgage Loan to be
in default, nor has the Seller waived any default resulting from any action
or
inaction by the Mortgagor;
(j) Customary
Provisions:
The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including by trustee’s sale, in the case of a Mortgage
designated as a deed of trust; and by judicial foreclosure. There are no
homestead or other exemptions or other rights or interests available to the
Mortgagor that would interfere with the right to sell the Mortgaged Property
at
a trustee’s sale or the right to foreclose the Mortgage, subject to applicable
federal, state and local laws and judicial precedent with respect to bankruptcy
and right of redemption or similar law;
(k) Full
Disbursement of Loan Proceeds:
Each
Mortgage Loan has been closed and the proceeds of the Mortgage Loan have
been
fully disbursed. There is no obligation for the Mortgagee to advance additional
funds and any and all requirements to complete any on-site or off-site
improvement have been complied with as well as any disbursements of escrow
funds;
(l) Ownership:
The
Seller is the sole owner of record and holder of the Mortgage Loan and the
indebtedness evidenced by each Mortgage Note. The Mortgage Loan is not assigned
or pledged other than for normal warehouse arrangements or other warehouse
arrangements previously disclosed to the Purchaser, and the Seller has good,
indefeasible and marketable title thereto, and has full right to transfer
and
sell the Mortgage Loan to the Purchaser free and clear of any encumbrance,
equity, participation interest, lien, pledge, charge, claim or security
interest, and has full right and authority subject to no interest or
participation of, or agreement with, any other party, to sell and assign
each
Mortgage Loan pursuant to the underlying purchase documents, as
applicable;
(m) Improvements:
All the
improvements that were considered in determining the appraised value of the
Mortgaged Property lie wholly within its boundaries and the building restriction
lines of the Mortgaged Property. Otherwise, the title insurance policy insures
against loss or damage by reason of any violation, variation, encroachment
or
adverse circumstance that either is disclosed or would have been disclosed
by an
accurate survey. No improvements to adjoining properties encroach upon the
Mortgaged Property in any respect so as to affect the value or marketability
of
the Mortgaged Property. No improvement located on, or being part of, the
Mortgaged Property is in violation of any applicable zoning law or
regulation;
(n) Proper
Servicing:
The
Mortgage Loan has been serviced by the Seller (or a servicer or subservicer
on
its behalf) and any predecessor servicer in accordance with Accepted Servicing
Practices, applicable laws and regulations and have been in all respects
legal
and proper and prudent in the mortgage origination and servicing
business;
(o) All
Payments Made:
Other
than with respect to payments not yet 30 days delinquent, no Mortgage Loan
is 30
or more days delinquent on the Closing Date, nor has any Mortgage Loan been
delinquent since its origination date. The Seller has not advanced funds,
or
induced, solicited or knowingly received any advance of funds, directly or
indirectly, from a party other than the owner of the related Mortgaged Property
for the payment of any amount required by the Mortgage Note or Mortgage,
except
for interest accruing from the date of the Mortgage Note or date of disbursement
of the Mortgage Loan proceeds, whichever is earlier, to the date which precedes
by one month the due date of the first installment of principal and
interest;
(p) Title
Insurance Policy:
Each
Mortgage Loan is covered by an ALTA lender’s title insurance policy, or with
respect to any Mortgage Loan for which the related Mortgaged Property is
located
in California, a CLTA lender’s title insurance policy or other generally
acceptable form of policy or insurance acceptable to Xxxxxx Xxx or Xxxxxxx
Mac.
The title insurance policy:
|
(1)
|
is
issued by a title insurer who is qualified to do business in the
jurisdiction where the Mortgaged Property is
located;
|
|
(2)
|
insures
the Seller, its successors and assigns, as to the first or second
priority
lien of the Mortgage in the original principal amount of the Mortgage
Loan;
|
|
(3)
|
insures
against any loss by reason of the invalidity or unenforceability
of the
lien resulting from the provisions of the Mortgage providing for
adjustment in the interest rate and monthly payment for any adjustable
rate Mortgage Loan;
|
|
(4)
|
affirmatively
insures ingress and egress to and from the Mortgaged
Property;
|
|
(5)
|
insures
against encroachments by or upon the Mortgaged Property or any
interest
therein;
|
|
(6)
|
names
the Seller, its successors and assigns, as the sole insured of
the title
insurance policy;
|
|
(7)
|
is
valid and remains in full force and effect;
and
|
|
(8)
|
does
not contain any special exceptions (other than standard exclusions)
for
zoning and uses and has been marked to delete the standard survey
exceptions or to replace the standard exceptions with a specific
survey
reading;
|
In
addition, no claims are pending under such lender’s title insurance policy, and
no prior holder of the related Mortgage, including the Seller, has done,
by act
or omission, anything that would impair the coverage of such
policy;
(q) Fire,
Hazard and Flood Insurance:
All
buildings and other improvements on the Mortgaged Property are insured. The
buildings and other improvements are insured against loss by fire, hazards
of
extended coverage and other hazards. If the Mortgaged Property is in an area
identified on a Flood Hazard Map or Flood Insurance Rate Map issued by the
Federal Emergency Management Agency as having special flood hazards, the
property must have a flood insurance policy in effect. The flood insurance
policy meets the requirements of the current guidelines of the Federal Insurance
Administration. All such insurance policies contain a standard Mortgagee
clause
naming the Seller, its successors and assigns as Mortgagee and all premiums
due
have been paid. Each Mortgage obligates the Mortgagor to maintain all such
insurance at the Mortgagor’s cost and expense. If the Mortgagor fails to
maintain such insurance, then the holder of the Mortgage is authorized to
obtain
such insurance and to seek reimbursement from the Mortgagor;
(r) Mortgaged
Property Undamaged; No Condemnation Proceedings:
(i)
There is no proceeding pending or, to the Seller’s knowledge, threatened for the
total or partial condemnation of the Mortgaged Property. (ii) To the Seller’s
knowledge, the Mortgaged Property is undamaged by waste, fire, earthquake
or
earth movement, windstorm, flood, tornado or other casualty so as to affect
adversely the value of the Mortgaged Property as security for the Mortgage
Loan
or the use for which the premises were intended; provided, however, that
if it
is discovered by the Seller that the substance of such representation and
warranty is inaccurate, notwithstanding the Seller’s lack of knowledge with
respect to the substance of such representation and warranty, such inaccuracy
shall be deemed a breach of such representation and warranty.
(s) No
Mechanics’ Liens:
There
are no mechanics’ or similar liens or claims which have been filed for work,
labor or material (and no rights are outstanding that under law could give
rise
to such liens) affecting the related Mortgaged Property which are or may
be
liens prior to, or equal or coordinate with, the lien of the related Mortgage;
provided, however, that this warranty shall be deemed not to have been made
at
the time of the initial issuance of the Certificates if a title policy
affording, in substance, the same protection afforded by this warranty is
furnished to the Trustee by the Seller;
(t) Single-premium
Credit Insurance:
In
connection with the origination of any Mortgage Loan, no proceeds from any
Mortgage Loan were used to finance a single-premium credit life, credit
disability, credit unemployment or credit property insurance
policy;
(u) Valid
First and Second Lien:
Each
Mortgage is a valid, enforceable and perfected first lien, with respect to
first
lien loans, or second lien, with respect to second lien Mortgage Loans, on
real
estate constituting the Mortgaged Property, including all buildings and
improvements on the Mortgaged Property and all installations and mechanical,
electrical, plumbing, heating and air conditioning systems located in or
annexed
to such buildings, and all additions, alterations and replacements made at
any
time, with respect to the foregoing. The lien of the Mortgage is subject
only
to: with respect to second lien loans, the lien of the first mortgage on
the
Mortgaged Property; the lien of current real estate property taxes and
assessments not yet due and payable; covenants, conditions and restrictions,
rights of way, easements and other matters of the public record as of the
date
of recording acceptable to prudent mortgage lending institutions generally
and
specifically referred to in the lender’s title insurance policy delivered to the
originator of the Mortgage Loan and (a) specifically referred to or
otherwise considered in the appraisal made for the originator of the Mortgage
Loan or (b) which do not adversely affect the appraised value of the
Mortgaged Property set forth in such appraisal; and other matters to which
like
properties are commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the Mortgage or the use,
enjoyment, value or marketability of the related Mortgaged Property. Any
security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a
valid,
subsisting, enforceable and perfected (A) first lien and first priority
security interest with respect to each first lien loan, or (B) second lien
and second priority security interest with respect to each second lien loan,
in
either case, on the property described therein and Seller has full right
to sell
and assign the same to the Seller;
(v) No
Delinquent Amounts:
There
are no delinquent amounts that affect the Mortgaged Property including, but
not
limited to: real estate property taxes; ground rents; water charges; sewer
and
municipal charges; insurance premiums; leasehold payments; and governmental
assessments;
(w) Payment
Terms:
Principal payments on each Mortgage Loan commenced no more than sixty days
after
funds were disbursed in connection with such Mortgage Loan. The Mortgage
Interest Rate is as set forth on the Mortgage Loan Schedule. Except during
the
interest only period for any Interest Only Mortgage Loan and with respect
to any
balloon Mortgage Loan, the Mortgage Note is payable in equal monthly
installments of principal and interest, which installments of interest, with
respect to adjustable-rate loans, are subject to change due to the adjustments
to the Mortgage Interest Rate on each adjustment date, as set forth in the
related Mortgage Note, with interest calculated and payable in arrears,
sufficient to fully amortize the Mortgage Loan by the stated maturity date,
over
an original term of not more than thirty years from commencement of
amortization. No Mortgage Loan contains a provision allowing the Mortgagor
to
convert the mortgage interest rate from an adjustable interest rate to a
fixed
interest rate. No Mortgage Loan contains terms or provisions which would
result
in negative amortization;
(x) Prepayment
Premiums:
Except
as set forth in the Mortgage Loan Schedule, each Mortgage Loan is subject
to a
Prepayment Premium. With respect to each Mortgage Loan that has a Prepayment
Premium feature, each such Prepayment Premium is enforceable, and each
Prepayment Premium is permitted pursuant to federal, state and local law.
Each
such Prepayment Premium is in an amount equal to or less than the maximum
amount
permitted under applicable law; however, no such Prepayment Premium may be
imposed for a term in excess of three (3) years (or five years with respect
to
Mortgage Loans originated prior to October 1, 2002);
(y) Location
and Type of Mortgaged Property:
The
Mortgaged Property is located in the state identified in the Mortgage Loan
Schedule and consists of real property with a detached single family residence
erected thereon, or a two- to four-family dwelling, or an individual condominium
unit in a condominium project, or an individual unit in a planned unit
development;
(z) Occupancy
of Mortgaged Property:
To the
best of the Seller’s knowledge, the Mortgaged Property is lawfully occupied
under applicable law. All inspections, licenses and certificates required
to be
made or issued with respect to all occupied portions of the Mortgaged Property
and, with respect to the use and occupancy of the same, including but not
limited to certificates of occupancy and fire underwriting certificates,
have
been made or obtained from the appropriate authorities;
(aa) Leaseholds:
If the
Mortgage Loan is secured by a long-term residential lease, (1) the lessor
under the lease holds a fee simple interest in the land; (2) the terms of
such lease expressly permit the mortgaging of the leasehold estate, the
assignment of the lease without the lessor’s consent and the acquisition by the
holder of the Mortgage of the rights of the lessee upon foreclosure or
assignment in lieu of foreclosure or provide the holder of the Mortgage with
substantially similar protections; (3) the terms of such lease do not
(a) allow the termination thereof upon the lessee’s default without the
holder of the Mortgage being entitled to receive written notice of, and
opportunity to cure, such default, (b) allow the termination of the lease
in the event of damage or destruction as long as the Mortgage is in existence,
(c) prohibit the holder of the Mortgage from being insured (or receiving
proceeds of insurance) under the hazard insurance policy or policies relating
to
the Mortgaged Property or (d) permit any increase in rent other than
pre-established increases set forth in the lease; (4) the original term of
such lease is not less than fifteen (15) years; (5) the term of such lease
to extend at least five (5) years beyond the term of the Mortgage unless
such
lease contains a provision for future vesting of land to the Mortgagor or
homeowner’s association after the maturity date of the Mortgage Note; and
(6) the Mortgaged Property is located in a jurisdiction in which the use of
leasehold estates in transferring ownership in residential properties is
a
widely accepted practice;
(bb) Credit
Information:
As to
each consumer report (as defined in the Fair Credit Reporting Act, Public
Law
91-508) or other credit information furnished by the Seller to the Purchaser,
the Seller has full right and authority and is not precluded by law or contract
from furnishing such information to the Purchaser and the Purchaser is not
precluded by the terms of the Mortgage Loan Documents from furnishing the
same
to any subsequent or prospective purchaser of such Mortgage. The Seller has
in
its capacity as servicer, for each Mortgage Loan, fully furnished, in accordance
with the Fair Credit Reporting Act and its implementing regulations, accurate
and complete information (i.e., favorable and unfavorable) on its borrower
credit files to Equifax, Experian Credit Information Services, Inc. and Trans
Union Credit Information Company (three of the credit repositories), on a
monthly basis;
(cc) Predatory
Lending Regulations:
No
Mortgage Loan is a High Cost Loan. No Mortgage Loan
originated on or after October 1, 2002 through March 6, 2003 is governed
by the
Georgia Fair Lending Act.
(dd) Arbitration:
With
respect to any Mortgage Loan originated after August 1, 2004, no Mortgagor
agreed to submit to arbitration to resolve any dispute arising out of or
relating in any way to the Mortgage Loan transaction;
(ee) LTV.
No
Mortgage Loan has a LTV greater than 100%;
(ff) Qualified
Mortgage.
The
Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3)
of the Code;
(gg) Delivery
to the Custodian.
With
respect to each Mortgage Loan, GSMC is in possession of a complete Mortgage
File
except for the documents which have been delivered to the Custodian or which
have been submitted for recording and not yet returned;
(hh) No
Fraud.
To the
best of the Seller’s knowledge, no action, error, omission, misrepresentation,
negligence, fraud or similar occurrence regarding the Mortgage Loans has
taken
place on the part of the Seller or any person, including, without limitation,
the Mortgagor, any independent contractor retained by the Seller, any appraiser,
any broker, any correspondent, any builder or developer, or any other party
involved in the origination or servicing of the Mortgage Loans; provided,
however, that if it is discovered by the Seller that the substance of such
representation and warranty is inaccurate, notwithstanding the Seller’s lack of
knowledge with respect to the substance of such representation and warranty,
such inaccuracy shall be deemed a breach of such representation and warranty;
and
EXHIBIT
II
Exceptions
to Representations and Warranties Regarding the Mortgage Loans
|
Representation
|
Exceptions
|
Exh
II-1
SCHEDULE
I
Mortgage
Loan Schedule
[On
File
with the Securities Administrator at the Request of the Depositor]