REPRESENTATIONS AND WARRANTIES AGREEMENT

EXECUTION

This REPRESENTATIONS AND WARRANTIES AGREEMENT (this “Agreement”), dated as of October 29, 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 “Conduit 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 October 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 Conduit Mortgage Loans to the Depositor;

WHEREAS, pursuant to a Master Servicing and Trust Agreement, dated as of October 1, 2007 (the “Trust Agreement”), among GS Mortgage Securities Corp., as depositor, Deutsche Bank National Trust Company, as trustee (in such capacity, the “Trustee”) and as custodian (in such capacity, the “Custodian”), and Xxxxx Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), the GSR Mortgage Loan Trust 2007-OA2 (the “Trust”) shall issue its Mortgage Pass-Through Certificates, Series 2007-OA2 (the “Certificates”), representing the beneficial ownership interest in a trust, the assets of which include, but are not limited to, the Conduit Mortgage Loans transferred by the Depositor to the Trust pursuant to the Trust Agreement;

WHEREAS, in connection with the sale of the Conduit Mortgage Loans by GSMC to the Depositor, GSMC shall make various representations and warranties to the Depositor regarding the Conduit Mortgage Loans;

NOW THEREFORE, in consideration of the foregoing and of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

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 Conduit Mortgage Loan those mortgage servicing practices of prudent mortgage lending institutions which service mortgage loans of the same type as such Conduit 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 Conduit 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 Conduit 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 Conduit Mortgage Loan, the ratio (expressed as a percentage) of the outstanding principal amount of such Conduit 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 Conduit 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 Conduit 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 Conduit Mortgage Loans) set forth in Section 2 of this Agreement.

2. Representations and Warranties of GSMC.

(i) As to each Conduit 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).

3. Repurchase or Substitution Obligation for Breach of a Representation or Warranty.

(i) 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 Conduit Mortgage Loans or the interest of the Depositor therein (or which materially and adversely affects the value of the applicable Conduit 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 Conduit Mortgage Loan at the Repurchase 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 Conduit Mortgage Loans materially and adversely affected thereby shall, at the Depositor’s option, be repurchased by GSMC at the Repurchase Price. Any repurchase of a Conduit Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3 shall be accomplished by direct remittance of the Repurchase 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 Conduit 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 Conduit Mortgage Loan as provided above, remove such Conduit 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 Conduit Mortgage Loan. Any repurchase of a Conduit Mortgage Loan or Conduit Mortgage Loans pursuant to the foregoing provisions of this Section 3 shall be accomplished by direct remittance of the Repurchase 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 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 Conduit Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the applicable Conduit 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 Conduit 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 Conduit 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.

(ii) It is understood and agreed that the obligation of GSMC set forth in Section 3(a) to repurchase or substitute for a Conduit 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.

(iii) In the event that GSMC exercises its right to require a Conduit Mortgage Loan to be repurchased due to an early payment default under the Goldman Conduit Sale Agreements, GSMC shall pay to the Trust the applicable repurchase price pursuant to the Goldman Conduit Sale Agreements.

4. Document Delivery Requirements.

GSMC shall deliver to the Depositor all documents and instruments required under Section 2.01 of the Trust Agreement with respect to the Conduit 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 Conduit Mortgage Loan at the Repurchase Price, together with all expenses incurred by the Depositor as a result of such repurchase.

5. Term of Representation and Warranties.

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.

6. Execution in Counterparts.

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.

8. Severability of Provisions.

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.

10. Successors and Assigns.

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.

11. Third-Party Beneficiary.

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 were a party to this Agreement.

12. Amendments.

This Agreement may be amended from time to time by the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement the day and year first above written.


	XXXXXXX XXXXX MORTGAGE COMPANY

	By:	Xxxxxxx Sachs Real Estate Funding Corp., its General Partner

	By:	/s/ Xxxxxxxx Xxxx
		Name: Xxxxxxxx Xxxx
		Title: Vice President


	GS MORTGAGE SECURITIES CORP.

	By:	/s/ Xxxxxxxx Xxxx
		Name: Xxxxxxxx Xxxx
		Title: Vice President

EXHIBIT I

Representations and Warranties Regarding the Conduit Mortgage Loans

(a) Conduit Mortgage Loans as Described. The information set forth in the Mortgage Loan Schedule with respect to the Conduit Mortgage Loans is complete, true and accurate;

(b) Criteria for Eligible Loans. The Conduit 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 Conduit 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 Conduit Mortgage Loan is subject to any rights of rescission, counterclaims or defenses;

(c) Compliance with Applicable Laws: Each Conduit Mortgage Loan must have complied in all material respects in its origination and servicing with applicable local, state and federal laws and regulations including, without limitation, all applicable predatory, abusive and fair lending laws;

(d) Origination/Doing Business: The Conduit 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 Conduit 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 Conduit 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 Conduit Mortgage Loan and to execute and deliver said documents and said documents have been duly and properly executed by all such related parties;

I-1

(f) No Defenses: The Conduit 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 Conduit 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 Conduit 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 Conduit 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 Conduit Mortgage Loan has been modified so as to restructure the payment obligations or extend the maturity date of the Conduit 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 Conduit 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 Conduit Mortgage Loan has been closed and the proceeds of the Conduit 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 Conduit Mortgage Loan and the indebtedness evidenced by each Mortgage Note. The Conduit 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 Conduit 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 Conduit 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 Conduit 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 Conduit Mortgage Loan is 30 or more days delinquent on the Closing Date, nor has any Conduit 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 Conduit 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 Conduit Mortgage Loan is covered by an ALTA lender’s title insurance policy, or with respect to any Conduit 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 Conduit 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 Conduit 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 Conduit 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 Conduit Mortgage Loan, no proceeds from any Conduit 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 Conduit 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 Conduit Mortgage Loan and (a) specifically referred to or otherwise considered in the appraisal made for the originator of the Conduit 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 Conduit 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 Conduit Mortgage Loan commenced no more than sixty days after funds were disbursed in connection with such Conduit Mortgage Loan. The Mortgage Interest Rate as well as, with respect to Adjustable Rate Mortgage Loan, the lifetime rate cap and the periodic cap are 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 Conduit 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 Conduit Mortgage Loan by the stated maturity date, over an original term of not more than thirty years from commencement of amortization. No Conduit 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 Conduit 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 Conduit Mortgage Loan is subject to a Prepayment Premium. With respect to each Conduit Mortgage Loan that has a Prepayment Premium feature (or Conduit Mortgage Loan in Loan Group 1 only, with respect to clauses (iii), (v), (vi) and (vii) below): (i) each such Prepayment Premium is enforceable, (ii) each such Prepayment Premium is permitted pursuant to federal, state and local law, (iii) each such Prepayment Premium was adequately disclosed to the borrower pursuant to applicable federal, state and local law, (iv) each such Prepayment Premium is in an amount equal to or less than the maximum amount permitted under applicable law, provided, however, no such Prepayment Premium may be imposed for a term in excess of three (3) years (or five years with respect to Conduit Mortgage Loans originated prior to October 1, 2002), (v) each such Prepayment Premium shall not be imposed in any instance where such Conduit Mortgage Loan is accelerated or paid off in connection with the workout of a delinquent Mortgage or due to the borrower’s default, notwithstanding that the terms of such Conduit Mortgage Loan or state or federal law might permit the imposition of such penalty, (vi) the Conduit Mortgage Loan provides some benefit to the borrower (e.g., a rate or fee reduction) in exchange for accepting such Prepayment Premium and (vii) prior to such Conduit Mortgage Loan’s origination, the borrower was offered the option of obtaining a mortgage loan that did not require the payment of such a Prepayment Premium;

(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 Conduit 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 fully furnished and will fully furnish, in its capacity as servicer for each Conduit Mortgage Loan, 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 Conduit Mortgage Loan is a High Cost Loan. No Conduit 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 Conduit 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 Conduit Mortgage Loan transaction;

(ee) LTV. No Conduit Mortgage Loan has a LTV greater than 100%;

(ff) Qualified Mortgage. The Conduit 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 Conduit 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 Conduit 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 Conduit 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

(ii) Environmental Laws. To the best of the Seller’s knowledge, the Mortgaged Property is free from any and all toxic or hazardous substances and there exists no violation of any local, state or federal environmental law, rule or regulation; 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;

(jj) Compliance with Interagency Guidance. Each Conduit Mortgage Loan in Loan Group 1 that is a “nontraditional mortgage loan” within the meaning of the Interagency Guidance on Nontraditional Mortgage Product Risks, 71 FR 58609 (October 4, 2006), and that has a residential loan application date on or after September 13, 2007 (or, if such date cannot be determined, an origination date of October 1, 2007), complies in all respects with such guidance, including any interpretations, applications or implementation plans with respect thereto that have been communicated and/or agreed to by an institution’s regulator, regardless of whether the mortgage loan’s originator or seller is subject to such guidance;

(kk) Eligible Products. With respect to each Conduit Mortgage Loan in Loan Group 1, the borrower was not encouraged or required to select a mortgage loan product offered by the Conduit Mortgage Loan’s originator which is a higher cost product designed for less creditworthy borrowers, taking into account such facts as, without limitation, the mortgage loan’s requirements and the borrower’s credit history, income, assets and liabilities. For a borrower who seeks financing through a mortgage loan originator’s higher-priced subprime lending channel, the borrower was directed towards or offered the mortgage loan originator’s standard mortgage line if the borrower was able to qualify for one of the standard products;

(ll) Borrower’s Ability to Repay. The methodology used in underwriting the extension of credit for each Conduit Mortgage Loan in Loan Group 1 did not rely solely on the extent of the borrower’s equity in the collateral as the principal determining factor in approving such extension of credit. The methodology employed related objective criteria such as the borrower’s income, assets, and liabilities to the proposed mortgage payment and, based on such methodology, the Conduit Mortgage Loan’s originator made a reasonable determination that at the time of origination the borrower had the ability to make timely payments on the Conduit Mortgage Loan;

(mm) Points and Fees. No borrower of a Conduit Mortgage Loan in Loan Group 1 that is secured by the borrower’s principal residence was charged points and fees in an amount greater than (a) $1,000 or (b) 5% of the principal amount of such mortgage loan, whichever is greater. For purposes of this representation, “points and fees” (x) include origination, underwriting, broker and finder’s fees and charges that the lender imposed as a condition of making the mortgage loan, whether they are paid to the lender or a third party; and (y) exclude bona fide discount points, fees paid for actual services rendered in connection with the origination of the mortgage (such as attorneys’ fees, notaries fees and fees paid for property appraisals, credit reports, surveys, title examinations and extracts, flood and tax certifications, and home inspections); the cost of mortgage insurance or credit-risk price adjustments; the costs of title, hazard, and flood insurance policies; state and local transfer taxes or fees; escrow deposits for the future payment of taxes and insurance premiums; and other miscellaneous fees and charges, which miscellaneous fee and charges, in total, do not exceed 0.25 percent of the Conduit Mortgage Loan amount;

(nn) No Manufactured Housing. No Conduit Mortgage Loan in Loan Group 1 is secured by manufactured housing units;

(oo). No Condotels. None of the Conduit Mortgage Loans in Loan Group 1 are on a condominium unit that is part of a condominium development that operates as, or holds itself out to be, a condominium hotel; and

(pp) First Lien Mortgage Loans. No first lien Conduit Mortgage Loan in Loan Group 1 has an original principal balance that exceeds the applicable Xxxxxxx Mac loan limit.

EXHIBIT II

Exceptions to Representations and Warranties Regarding the Conduit Mortgage Loans

Representation		Exceptions

I-1

SCHEDULE I

Mortgage Loan Schedule

[On File with the Securities Administrator at the Request of the Depositor]

I-1

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Table of Contents

REPRESENTATIONS AND WARRANTIES AGREEMENT

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