EXHIBIT 10.1
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GS MORTGAGE SECURITIES CORPORATION II,
PURCHASER,
GOLDMAN SACHS MORTGAGE COMPANY,
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of October 1, 2006
Series 2006-GG8
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This Mortgage Loan Purchase Agreement (this "Agreement"), dated
as
of October 1, 2006, is between GS Mortgage Securities Corporation
II, a Delaware
corporation, as purchaser (the "Purchaser"), and Goldman Sachs
Mortgage Company,
a New York limited partnership, as seller (the "Seller").
Capitalized terms used in this Agreement not defined herein
shall
have the meanings ascribed to them in the Pooling and Servicing
Agreement, dated
as of October 1, 2006 (the "Pooling and Servicing Agreement"),
among the
Purchaser, as seller, Wachovia Bank, National Association, as
master servicer
(the "Master Servicer"), CWCapital Asset Management LLC, as special
servicer
(the "Special Servicer"), and Wells Fargo Bank, N.A., as trustee
(the
"Trustee"), pursuant to which the Purchaser will sell the Mortgage
Loans (as
defined herein) to a trust fund and certificates representing
ownership
interests in the Mortgage Loans will be issued by the trust fund
(the "Trust
Fund"). For purposes of this Agreement, "Mortgage Loans" refers to
the mortgage
loans listed on Exhibit A and "Mortgaged Properties" refers to the
properties
securing such Mortgage Loans.
The Purchaser and the Seller wish to prescribe the manner of sale
of
the Mortgage Loans from the Seller to the Purchaser and in
consideration of the
premises and the mutual agreements hereinafter set forth, agree as
follows:
SECTION 1
Sale and Conveyance of Mortgages; Possession of Mortgage
File. The Seller does hereby sell, transfer, assign, set over and
convey to the
Purchaser subject to the rights of the other holders of interests
in a Companion
Loan all of its right, title and interest in and to the Mortgage
Loans
identified on Exhibit A (the "Mortgage Loan Schedule") including
all interest
and principal received on or with respect to the Mortgage Loans
after the
Cut-off Date (other than payments of principal and interest first
due on the
Mortgage Loans on or before the Cut-off Date). Upon the sale of the
Mortgage
Loans, the ownership of each related Note, subject to the rights of
the other
holders of interest in a Companion Loan, the Seller's interest in
the related
Mortgage and the other contents of the related Mortgage File, will
be vested in
the Purchaser and immediately thereafter the Trustee, and the
ownership of
records and documents with respect to the related Mortgage Loan
(other than a
Non-Serviced Companion Loan) prepared by or which come into the
possession of
the Seller shall immediately vest in the Purchaser and immediately
thereafter
the Trustee. The Purchaser will sell the Class A-1, Class A-2,
Class A-3, Class
A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class
C, Class D,
Class E and Class F Certificates (the "Offered Certificates") to
the
underwriters (the "Underwriters") specified in the Underwriting
Agreement, dated
October 17, 2006 (the "Underwriting Agreement"), between the
Purchaser and the
Underwriters, and the Purchaser will sell the Class X, Class G,
Class H, Class
J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q,
Class S, Class
R and Class LR Certificates (the "Private Certificates") to the
initial
purchasers (the "Initial Purchasers" and, collectively with the
Underwriters,
the "Dealers") specified in the Certificate Purchase Agreement,
dated October
17, 2006 (the "Certificate Purchase Agreement"), between the
Purchaser and
Initial Purchasers.
The sale and conveyance of the Mortgage Loans is being conducted
on
an arms-length basis and upon commercially reasonable terms. As the
purchase
price for the Mortgage Loans, the Purchaser shall pay to the Seller
or at the
Seller's direction $1,447,967,139 (excluding accrued interest and
certain
post-settlement adjustment for expenses incurred by the
Underwriters on behalf
of the Depositor). The purchase and sale of the Mortgage Loans
shall take place
on the Closing Date.
SECTION 2 Books and Records; Certain Funds Received After the
Cut-off Date. From and after the sale of the Mortgage Loans to the
Purchaser,
record title to each Mortgage and the related Note shall be
transferred to the
Trustee in accordance with this Agreement. Any funds due after the
Cut-off Date
in connection with a Mortgage Loan received by the Seller shall be
held in trust
for the benefit of the Trustee as the owner of such Mortgage Loan
and shall be
transferred promptly to the Trustee. All scheduled payments of
principal and
interest due on or before the Cut-off Date but collected after the
Cut-off Date,
and recoveries of principal and interest collected on or before the
Cut-off Date
(only in respect of principal and interest on the Mortgage Loans
due on or
before the Cut-off Date and principal prepayments thereon), shall
belong to, and
shall be promptly remitted to, the Seller.
The transfer of each Mortgage Loan shall be reflected on the
Seller's balance sheets and other financial statements as a sale of
the Mortgage
Loans by the Seller to the Purchaser. The Seller intends to treat
the transfer
of each Mortgage Loan to the Purchaser as a sale for tax
purposes.
The transfer of each Mortgage Loan shall be reflected on the
Purchaser's balance sheets and other financial statements as the
purchase of the
Mortgage Loans by the Purchaser from the Seller. The Purchaser
intends to treat
the transfer of each Mortgage Loan from the Seller as a purchase
for tax
purposes. The Purchaser shall be responsible for maintaining, and
shall
maintain, a set of records for each Mortgage Loan which shall be
clearly marked
to reflect the transfer of ownership of each Mortgage Loan by the
Seller to the
Purchaser pursuant to this Agreement.
SECTION 3 Delivery of Mortgage Loan Documents; Additional Costs
and
Expenses. (a) The Purchaser hereby directs the Seller, and the
Seller hereby
agrees, upon the transfer of the Mortgage Loans contemplated
herein, to deliver
or cause to be delivered to the Trustee or a Custodian appointed
thereby on the
dates set forth in Section 2.01 of the Pooling and Servicing
Agreement, all
documents, instruments and agreements required to be delivered by
the Purchaser
to the Trustee with respect to the Mortgage Loans under Section
2.01 of the
Pooling and Servicing Agreement, and meeting all the requirements
of such
Section 2.01; provided that the Seller shall not be required to
deliver any
draft documents, privileged communications, credit underwriting,
due diligence
analyses or data or internal worksheets, memoranda, communications
or
evaluations.
(b) The Seller shall deliver to the Master Servicer within 10
business days after the Closing Date, documents and records that
(i) relate to
the servicing and administration of the Mortgage Loans, (ii) are
reasonably
necessary for the ongoing administration and/or servicing of the
Mortgage Loans
(including any asset summaries related to the Mortgage Loans that
were delivered
to the Rating Agencies in connection with the rating of the
Certificates) and
(iii) are in possession or control of the Seller, together with (x)
all
unapplied Escrow Payments in the possession or under control of the
Seller that
relate to the Mortgage Loans and (y) a statement indicating which
Escrow
Payments are allocable to such Mortgage Loans); provided that the
Seller shall
not be required to deliver any draft documents, privileged or
other
communications, credit underwriting, due diligence analyses or data
or internal
worksheets, memoranda, communications or evaluations.
SECTION 4 Treatment as a Security Agreement. Pursuant to Section
1
hereof, the Seller has conveyed to the Purchaser all of its right,
title and
interest in and to the Mortgage Loans. The parties intend that such
conveyance
of the Seller's right, title and interest in and to the Mortgage
Loans pursuant
to this Agreement shall constitute a purchase and sale and not a
loan. If such
conveyance is deemed to be a pledge and not a sale, then the
parties also intend
and agree that the Seller shall be deemed to have granted, and in
such event
does hereby grant, to the Purchaser, a first priority security
interest in all
of its right, title and interest in, to and under the Mortgage
Loans, all
payments of principal or interest on such Mortgage Loans due after
the Cut-off
Date, all other payments made in respect of such Mortgage Loans
after the
Cut-off Date (other than scheduled payments of principal and
interest due on or
before the Cut-off Date) and all proceeds thereof, and that this
Agreement shall
constitute a security agreement under applicable law. If such
conveyance is
deemed to be a pledge and not a sale, the Seller consents to the
Purchaser
hypothecating and transferring such security interest in favor of
the Trustee
and transferring the obligation secured thereby to the Trustee.
SECTION 5 Covenants of the Seller. The Seller covenants with
the
Purchaser as follows:
(a) except with respect to a Non-Serviced Mortgage Loan, it
shall
record or cause a third party to record in the appropriate public
recording
office for real property the assignments of the Mortgage Loans,
assignments of
assignment of leases, rents and profits and the assignments of
Mortgage and each
related UCC-2 and UCC-3 financing statement referred to in the
definition of
Mortgage File from the Seller to the Trustee in connection with the
Pooling and
Servicing Agreement. All out of pocket costs and expenses relating
to the
recordation or filing of such assignments, assignments of Mortgage
and financing
statements shall be paid by the Seller. If any such document or
instrument is
lost or returned unrecorded or unfilled, as the case may be,
because of a defect
therein, then the Seller shall prepare a substitute therefore or
cure such
defect of cause such to be done, as the case may be, and the Seller
shall
deliver such substitute or corrected document or instrument to the
Trustee (or,
if the Mortgage Loan is then no longer subject to the Pooling and
Servicing
Agreement, the then holder of such Mortgage Loan).
(b) it
shall take any action reasonably required by the Purchaser,
the Trustee or the Servicer in order to assist and facilitate the
transfer of
the servicing of the Mortgage Loans to the Servicer, including
effectuating the
transfer of any letters of credit with respect to any Mortgage Loan
to the
Servicer on behalf of the Trustee for the benefit of
Certificateholders. Prior
to the date that a letter of credit with respect to any Mortgage
Loan is
transferred to the Servicer, the Seller will cooperate with the
reasonable
requests of the Servicer or Special Servicer, as applicable, in
connection with
effectuating a draw under such letter of credit as required under
the terms of
the related Loan Documents. Notwithstanding the foregoing, this
Section 5(b)
shall not apply with respect to a Non-Serviced Mortgage Loan;
(c) The Seller shall provide the Master Servicer the initial
data
with respect to each Mortgage Loan for the CMSA Financial File and
the CMSA Loan
Periodic Update File that are required to be prepared by the Master
Servicer
pursuant to the Pooling and Servicing Agreement and the
Supplemental Servicer
Schedule;
(d) if during the period of time that the Underwriters are
required,
under applicable law, to deliver a prospectus related to the
Offered
Certificates in connection with sales of the Offered Certificates
by an
Underwriter or a dealer and the Seller has obtained actual
knowledge of
undisclosed or corrected information related to an event that
occurred prior to
the Closing Date, which event causes the Seller Information
previously provided
to be incorrect or untrue, and which directly results in a material
misstatement
or omission in the Prospectus Supplement, including Annex A, Annex
B or Annex C
thereto and the CD-ROM and the Diskette included therewith
(collectively, the
"Public Offering Documents"), and as a result the Underwriters'
legal counsel
has determined that it is necessary to amend or supplement the
Public Offering
Documents in order to make the statements therein, in the light of
the
circumstances when the Prospectus is delivered to a purchaser, not
misleading,
or to make the Public Offering Documents in compliance with
applicable law, the
Seller shall (to the extent that such amendment or supplement
solely relates to
the Seller Information at the expense of the Seller, do all things
reasonably
necessary to assist the Depositor to prepare and furnish to the
Underwriters,
such amendments or supplements to the Public Offering Documents as
may be
necessary so that the statements in the Public Offering Documents,
as so amended
or supplemented, will not, in the light of the circumstances when
the Prospectus
is delivered to a purchaser, be misleading and will comply with
applicable law.
(All terms under this clause (c) and not otherwise defined in this
Agreement
shall have the meanings set forth in the Indemnification Agreement,
dated
October 17, 2006, among Seller, the Purchaser and the Dealers
(the
"Indemnification Agreement" and, together with this Agreement, the
"Operative
Documents")); and
(e) for so long as the Trust Fund is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the
Purchaser (or
with respect to any Serviced Companion Loan that is deposited into
another
securitization, the depositor of such securitization) and the
Paying Agent with
any Additional Form 10-D Disclosure and any Additional Form 10-K
Disclosure set
forth next the Seller's name on Exhibit U and Exhibit V of the
Pooling and
Servicing Agreement within the time periods set forth in the
Pooling and
Servicing Agreement.
SECTION 6 Representations and Warranties.
(a) The Seller represents and warrants to the Purchaser as of
the
date hereof and as of the Closing Date that:
(i) The Seller is a limited partnership, duly organized,
validly
existing
and in good standing under the laws of the State of New York
with
full power
and authority to own its assets and conduct its business, is
duly
qualified as a foreign organization in good standing in all
jurisdictions to the extent such qualification is necessary to hold
and
sell the
Mortgage Loans or otherwise comply with its obligations under
this
Agreement except where the failure to be so qualified would not
have
a material
adverse effect on its ability to perform its obligations
hereunder,
and the Seller has taken all necessary action to authorize the
execution,
delivery and performance under the Operative Documents and has
duly
executed and delivered this Agreement and the Indemnification
Agreement,
and has the power and authority to execute, deliver and perform
under this
Agreement and each other Operative Document and all the
transactions contemplated hereby and thereby, including, but not
limited
to, the
power and authority to sell, assign, transfer, set over and
convey
the
Mortgage Loans in accordance with this Agreement;
(ii) Assuming the due authorization, execution and delivery of
each
Operative
Document by each party thereto other than the Seller, each
Operative
Document will constitute a legal, valid and binding obligation
of the
Seller, enforceable against the Seller in accordance with its
terms,
except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws
affecting the
enforcement of creditors' rights generally, and by general
principles of
equity
(regardless of whether such enforceability is considered in a
proceeding
in equity or at law);
(iii) The execution and delivery of each Operative Document by
the
Seller and
the performance of its obligations hereunder and thereunder
will not
conflict with any provision of any law or regulation to which
the
Seller is
subject, or conflict with, result in a breach of, or constitute
a default
under, any of the terms, conditions or provisions of any of the
Seller's
organizational documents or any agreement or instrument to
which
the Seller
is a party or by which it is bound, or any order or decree
applicable
to the Seller, or result in the creation or imposition of any
lien on
any of the Seller's assets or property, in each case which
would
materially
and adversely affect the ability of the Seller to carry out the
transactions contemplated by the Operative Documents;
(iv) There is no action, suit, proceeding or investigation
pending
or, to the
Seller's knowledge, threatened against the Seller in any court
or by or
before any other governmental agency or instrumentality which
would
materially and adversely affect the validity of the Mortgage
Loans
or the
ability of the Seller to carry out the transactions contemplated
by
each
Operative Document;
(v) The Seller is not in default with respect to any order or
decree
of any
court or any order, regulation or demand of any federal, state,
municipal
or governmental agency, which default might have consequences
that, in
Seller's good faith and reasonable judgment, is likely to
materially
and adversely affect the condition (financial or other) or
operations
of the Seller or its properties or might have consequences
that, in
Seller's good faith and reasonable judgment, is likely to
materially
and adversely affect its performance under any Operative
Document;
(vi) No consent, approval, authorization or order of any court
or
governmental agency or body is required for the execution, delivery
and
performance by the Seller of, or compliance by the Seller with,
each
Operative
Document or the consummation of the transactions contemplated
hereby or
thereby, other than those which have been obtained by the
Seller;
(vii) The transfer, assignment and conveyance of the Mortgage
Loans
by the
Seller to the Purchaser is not subject to bulk transfer laws or
any
similar
statutory provisions in effect in any applicable jurisdiction;
and
(viii) The Mortgage Loans were originated by a mortgagee approved
by
the
Secretary of Housing and Urban Development pursuant to Sections
203
and 211 of
the 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.
(b) The Purchaser represents and warrants to the Seller as of
the
Closing Date that:
(i) The Purchaser is a corporation duly organized, validly
existing
and in
good standing under the laws of the State of Delaware, with
full
corporate
power and authority to own its assets and conduct its business,
is duly
qualified as a foreign corporation in good standing in all
jurisdictions in which the ownership or lease of its property or
the
conduct of
its business requires such qualification, except where the
failure to
be so qualified would not have a material adverse effect on the
ability of
the Purchaser to perform its obligations hereunder, and the
Purchaser
has taken all necessary action to authorize the execution,
delivery
and performance of this Agreement by it, and has the power and
authority
to execute, deliver and perform this Agreement and all the
transactions contemplated hereby;
(ii) Assuming the due authorization, execution and delivery of
this
Agreement by the
Seller, this Agreement will constitute a legal, valid and
binding
obligation of the Purchaser, enforceable against the Purchaser
in
accordance
with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar
laws
affecting
the enforcement of creditors' rights generally, and by general
principles
of equity (regardless of whether such enforceability is
considered
in a proceeding in equity or at law);
(iii) The execution and delivery of this Agreement by the
Purchaser
and the
performance of its obligations hereunder will not conflict with
any
provision of any law or regulation to which the Purchaser is
subject,
or
conflict with, result in a breach of, or constitute a default
under,
any of the
terms, conditions or provisions of any of the Purchaser's
organizational documents or any agreement or instrument to which
the
Purchaser
is a party or by which it is bound, or any order or decree
applicable
to the Purchaser, or result in the creation or imposition of
any lien
on any of the Purchaser's assets or property, in each case
which
would
materially and adversely affect the ability of the Purchaser to
carry out
the transactions contemplated by this Agreement;
(iv) There is no action, suit, proceeding or investigation
pending
or, to the
Purchaser's knowledge, threatened against the Purchaser in any
court or
by or before any other governmental agency or instrumentality
which
would materially and adversely affect the validity of this
Agreement
or any
action taken in connection with the obligations of the
Purchaser
contemplated herein, or which would be likely to impair materially
the
ability of
the Purchaser to perform under the terms of this Agreement;
(v) The Purchaser is not in default with respect to any order
or
decree of
any court or any order, regulation or demand of any federal,
state,
municipal or governmental agency, which default might have
consequences that would materially and adversely affect the
condition
(financial
or other) or operations of the Purchaser or its properties or
might have
consequences that would materially and adversely affect its
performance under any Operative Document;
(vi) No consent, approval, authorization or order of any court
or
governmental agency or body is required for the execution, delivery
and
performance by the Purchaser of or compliance by the Purchaser with
this
Agreement
or the consummation of the transactions contemplated by this
Agreement
other than those that have been obtained by the Purchaser.
(c)
The Seller further makes the representations and warranties as
to the Mortgage Loans set forth in Exhibit B as of the Closing Date
or other
date set forth in Exhibit B, which representations and warranties
are subject to
the exceptions thereto set forth in Exhibit C.
(d) Pursuant to the Pooling and Servicing Agreement, if any
party
thereto discovers that any document constituting a part of a
Mortgage File has
not been properly executed, is missing, contains information that
does not
conform in any material respect with the corresponding information
set forth in
the Mortgage Loan Schedule, or does not appear to be regular on its
face (each,
a "Document Defect"), or discovers or receives notice of a breach
of any
representation or warranty of the Seller made pursuant to Section
6(c) of this
Agreement with respect to any Mortgage Loan (a "Breach"), such
party is required
to give prompt written notice thereof to the Seller.
(e) If any such Document Defect or Breach with respect to any
Mortgage Loan materially and adversely affects the value of the
Mortgage Loan or
the related Mortgaged Property or the interests of the
Certificateholders
therein, then such Document Defect shall constitute a "Material
Document Defect"
or such Breach shall constitute a "Material Breach," as the case
may be.
Promptly upon becoming aware of any such Material Document Defect
or Material
Breach (including through a written notice given by any party
hereto, as
provided above), the Seller, not later than 90 days from the
earlier of the
Seller's discovery or receipt of notice of such Material Document
Defect or
Material Breach, as the case may be (or, in the case of a Material
Document
Defect or Material Breach relating to a Mortgage Loan not being a
"qualified
mortgage" within the meaning of the REMIC Provisions, not later
than 90 days of
any party discovering such Material Document Defect or Material
Breach provided
the Seller receives notice thereof in a timely manner), cure the
same in all
material respects (which cure shall include payment of any
Additional Trust Fund
Expenses associated therewith) or, if such Material Document Defect
or Material
Breach, as the case may be, cannot be cured within such 90 day
period,
repurchase the affected Mortgage Loan or any related REO Property
at the
applicable Purchase Price by wire transfer of immediately available
funds to the
Collection Account (or, in the case of a Non-Serviced Mortgage Loan
or an REO
Property that relates to a Non-Serviced Mortgage Loan, to the
related REO
Account); provided, however, that if (i) such Material Document
Defect or
Material Breach is capable of being cured but not within such 90
day period,
(ii) such Material Document Defect or Material Breach is not
related to any
Mortgage Loan's not being a "qualified mortgage" within the meaning
of the REMIC
Provisions and (iii) the Seller has commenced and is diligently
proceeding with
the cure of such Material Document Defect or Material Breach within
such 90 day
period, then the Seller shall have an additional 90 days to
complete such cure
or, in the event of a failure to so cure, to complete such
repurchase (it being
understood and agreed that, in connection with the Seller's
receiving such
additional 90 day period, the Seller shall deliver an Officer's
Certificate to
the Trustee setting forth the reasons such Material Document Defect
or Material
Breach is not capable of being cured within the initial 90 day
period and what
actions the Seller is pursuing in connection with the cure thereof
and stating
that the Seller anticipates that such Material Document Defect or
Material
Breach will be cured within such additional 90 day period); and
provided,
further, that, if any such Material Document Defect is still not
cured after the
initial 90 day period and any such additional 90 day period solely
due to the
failure of the Seller to have received the recorded document, then
the Seller
shall be entitled to continue to defer its cure and repurchase
obligations in
respect of such Document Defect so long as the Seller certifies to
the Trustee
every 30 days thereafter that the Document Defect is still in
effect solely
because of its failure to have received the recorded document and
that the
Seller is diligently pursuing the cure of such defect (specifying
the actions
being taken), except that no such deferral of cure or repurchase
may continue
beyond the second anniversary of the Closing Date. Any such
repurchase of a
Mortgage Loan shall be on a servicing released basis. The Seller
shall have no
obligation to monitor the Mortgage Loans regarding the existence of
a breach or
a document defect, but if the Seller discovers a Material Breach or
Material
Document Defect with respect to a Mortgage Loan, it will notify the
Purchaser.
(f) In connection with any repurchase of a Mortgage Loan pursuant
to
this Section 6, the Pooling and Servicing Agreement shall provide
that, subject
to Section 3.26 of the Pooling and Servicing Agreement, the
Trustee, the
Custodian, the Master Servicer and the Special Servicer shall each
tender to the
repurchasing entity, upon delivery to each of them of a receipt
executed by the
repurchasing entity, all portions of the Mortgage File and other
documents
pertaining to such Mortgage Loan possessed by it, and each document
that
constitutes a part of the Mortgage File shall be endorsed or
assigned to the
extent necessary or appropriate to the repurchasing entity or its
designee in
the same manner, but only if the respective documents have been
previously
assigned or endorsed to the Trustee, and pursuant to appropriate
forms of
assignment, substantially similar to the manner and forms pursuant
to which such
documents were previously assigned to the Trustee; provided that
such tender by
the Trustee shall be conditioned upon its receipt from the Master
Servicer of a
Request for Release and an Officer's Certificate to the effect that
the
requirements for repurchase have been satisfied.
(g) The representations and warranties of the parties hereto
shall
survive the execution and delivery and any termination of this
Agreement and
shall inure to the benefit of the respective parties,
notwithstanding any
restrictive or qualified endorsement on the Notes or Assignment of
Mortgage or
the examination of the Mortgage Files.
(h)
Each party hereby agrees to promptly notify the other party of
any breach of a representation or warranty contained in Section
6(c). The
Seller's obligation to cure any breach or repurchase or substitute
any affected
Mortgage Loan pursuant to this Section 6 shall constitute the sole
remedy
available to the Purchaser in connection with a breach of any of
the Seller's
representations or warranties contained in this Section 6(c);
provided, however,
that no limitation of remedy is implied with respect to the
Seller's breach of
its obligation to cure, repurchase or substitute in accordance with
the terms
and conditions of this Agreement.
SECTION 7 Review of Mortgage File. The Purchaser shall require
the
Trustee or the Custodian pursuant to the Pooling and Servicing
Agreement to
review the Mortgage Files pursuant to Section 2.02 of the Pooling
and Servicing
Agreement and if it finds any document or documents not to have
been properly
executed, or to be missing or to be defective on its face in any
material
respect, to notify the Purchaser, which shall promptly notify the
Seller.
SECTION 8 Conditions to Closing. The obligation of the Seller
to
sell the Mortgage Loans shall be subject to the Seller having
received the
purchase price for the Mortgage Loans as contemplated by Section 1.
The
obligations of the Purchaser to purchase the Mortgage Loans shall
be subject to
the satisfaction, on or prior to the Closing Date, of the following
conditions:
(a) Each of the obligations of the Seller required to be
performed
by it at or prior to the Closing Date pursuant to the terms of this
Agreement
shall have been duly performed and complied with and all of the
representations
and warranties of the Seller under this Agreement shall be true and
correct in
all material respects as of the Closing Date, and no event shall
have occurred
as of the Closing Date which would constitute a default under this
Agreement,
and the Purchaser shall have received a certificate to the
foregoing effect
signed by an authorized officer of the Seller substantially in the
form of
Exhibit D.
The Pooling and Servicing Agreement (to the extent it affects
the
obligations of the Seller hereunder), in such form as is agreed
upon and
acceptable to the Purchaser, the Seller, the Underwriters and their
respective
counsel in their reasonable discretion, shall be duly executed and
delivered by
all signatories as required pursuant to the terms thereof.
(b) The Purchaser shall have received the following additional
closing documents:
(i) copies of the Seller's Articles of Association, charter,
by-laws
or other
organizational documents and all amendments, revisions,
restatements and supplements thereof, certified as of a recent date
by the
Secretary
of the Seller;
(ii) a certificate as of a recent date of the Secretary of State
of
the State
of New York to the effect that the Seller is duly organized,
existing
and in good standing in the State of New York;
(iii) an opinion of counsel of the Seller, subject to customary
exceptions
and carve-outs, in form substantially similar to the opinions
set forth
in Exhibit E, acceptable to the Underwriters and each Rating
Agency;
and
(iv) a letter from counsel of the Seller to the effect that
nothing
has come
to such counsel's attention that would lead such counsel to
believe
that the Prospectus Supplement as of the date thereof or as of
the
Closing
Date contains, with respect to the Seller or the Mortgage
Loans,
any untrue
statement of a material fact or omits to state a material fact
necessary
in order to make the statements therein relating to the Seller
or the
Mortgage Loans, in the light of the circumstances under which
they
were made,
not misleading.
(c) The Offered Certificates shall have been concurrently issued
and
sold pursuant to the terms of the Underwriting Agreement. The
Private
Certificates shall have been concurrently issued and sold pursuant
to the terms
of the Certificate Purchase Agreement.
(d) The Seller shall have executed and delivered concurrently
herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other
certificates of its officers or others and such other documents and
opinions to
evidence fulfillment of the conditions set forth in this Agreement
as the
Purchaser and its counsel may reasonably request.
SECTION 9 Closing. The closing for the purchase and sale of the
Mortgage Loans shall take place at the office of Cadwalader,
Wickersham & Taft
LLP, New York, New York, at 10:00 a.m., on the Closing Date or such
other place
and time as the parties shall agree. The parties hereto agree that
time is of
the essence with respect to this Agreement.
SECTION 10 Expenses. The Seller will pay its pro rata share
(the
Seller's pro rata portion to be determined according to the
percentage that the
aggregate principal balance as of the Cut-off Date of all the
Mortgage Loans
represents as to the aggregate principal balance as of the Cut-off
Date of all
the mortgage loans to be included in the Trust Fund) of all costs
and expenses
of the Purchaser in connection with the transactions contemplated
herein,
including, but not limited to: (i) the costs and expenses of the
Purchaser in
connection with the purchase of the Mortgage Loans; (ii) the costs
and expenses
of reproducing and delivering the Pooling and Servicing Agreement
and this
Agreement and printing (or otherwise reproducing,) and delivering
the
Certificates; (iii) the reasonable and documented fees, costs and
expenses of
the Trustee and its counsel; (iv) the fees and disbursements of a
firm of
certified public accountants selected by the Purchaser and the
Seller with
respect to numerical information in respect of the Mortgage Loans
and the
Certificates included in the Prospectus, the Offering Circular (as
defined in
the Indemnification Agreement) and any related 8-K Information (as
defined in
the Underwriting Agreement), including the cost of obtaining any
"comfort
letters" with respect to such items; (v) the costs and expenses in
connection
with the qualification or exemption of the Certificates under state
securities
or blue sky laws, including filing fees and reasonable fees and
disbursements of
counsel in connection therewith; (vi) the costs and expenses in
connection with
any determination of the eligibility of the Certificates for
investment by
institutional investors in any jurisdiction and the preparation of
any legal
investment survey, including reasonable fees and disbursements of
counsel in
connection therewith; (vii) the costs and expenses in connection
with printing
(or otherwise reproducing) and delivering the Registration
Statement and
Prospectus and the reproducing and delivery of this Agreement and
the furnishing
to the Underwriters of such copies of the Registration Statement,
Prospectus and
this Agreement as the Underwriters may reasonably request; (viii)
the fees of
the rating agency or agencies requested to rate the Certificates;
and (ix) the
reasonable fees and expenses of Cadwalader, Wickersham & Taft
LLP, counsel to
the Purchaser and the Underwriters.
SECTION 11 Severability of Provisions. If any one or more of
the
covenants, agreements, provisions or terms of this Agreement shall
be for any
reason whatsoever held invalid, then such covenants, agreements,
provisions or
terms shall be deemed severable from the remaining covenants,
agreements,
provisions or terms of this Agreement and shall in no way affect
the validity or
enforceability of the other provisions of this Agreement.
Furthermore, the
parties shall in good faith endeavor to replace any provision held
to be invalid
or unenforceable with a valid and enforceable provision which most
closely
resembles, and which has the same economic effect as, the provision
held to be
invalid or unenforceable.
SECTION 12 Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York without regard to
conflicts of
law principles and the obligations, rights and remedies of the
parties hereunder
shall be determined in accordance with such laws.
SECTION 13 No Third-Party Beneficiaries. The parties do not
intend
the benefits of this Agreement to inure to any third party except
as expressly
set forth in Section 14.
SECTION 14 Assignment. The Seller hereby acknowledges that the
Purchaser has, concurrently with the execution hereof, executed and
delivered
the Pooling and Servicing Agreement and that, in connection
therewith, it has
assigned its rights hereunder to the Trustee for the benefit of
the
Certificateholders. The Seller hereby acknowledges its obligations
pursuant to
Sections 2.01, 2.02 and 2.03 of the Pooling and Servicing
Agreement. This
Agreement shall bind and inure to the benefit of and be enforceable
by the
Seller, the Purchaser and their permitted successors and assigns.
The warranties
and representations and the agreements made by the Seller herein
shall survive
delivery of the Mortgage Loans to the Trustee until the termination
of the
Pooling and Servicing Agreement.
SECTION 15 Notices. All communications hereunder shall be in
writing
and effective only upon receipt and (i) if sent to the Purchaser,
will be
mailed, hand delivered, couriered or sent by facsimile transmission
to it at 85
Broad Street, New York, New York 10004, to the attention of Emily
Brooks, fax
number (212) 346-3594, with a copy to David Stiepleman, fax number
(212)
428-3141, (ii) if sent to the Seller, will be mailed, hand
delivered, couriered
or sent by facsimile transmission and confirmed to it at Goldman
Sachs Mortgage
Company, 85 Broad Street, New York, New York 10004, to the
attention of Emily
Brooks, fax number (212) 346-3594, with a copy to David Stiepleman,
Esq., fax
number (212) 428-3141 and (iii) in the case of any of the preceding
parties,
such other address as may hereafter be furnished to the other party
in writing
by such parties.
SECTION 16 Amendment. This Agreement may be amended only by a
written instrument which specifically refers to this Agreement and
is executed
by the Purchaser and the Seller. This Agreement shall not be deemed
to be
amended orally or by virtue of any continuing custom or practice.
No amendment
to the Pooling and Servicing Agreement which relates to defined
terms contained
therein or any obligations or rights of the Seller whatsoever shall
be effective
against the Seller unless the Seller shall have agreed to such
amendment in
writing.
SECTION 17 Counterparts. This Agreement may be executed in any
number of counterparts, and by the parties hereto in separate
counterparts, each
of which when executed and delivered shall be deemed to be an
original and all
of which taken together shall constitute one and the same
instrument.
SECTION 18 Exercise of Rights. No failure or delay on the part
of
any party to exercise any right, power or privilege under this
Agreement and no
course of dealing between the Seller and the Purchaser shall
operate as a waiver
thereof, nor shall any single or partial exercise of any right,
power or
privilege under this Agreement preclude any other or further
exercise thereof or
the exercise of any other right, power or privilege. The rights and
remedies
herein expressly provided are cumulative and not exclusive of any
rights or
remedies which any party would otherwise have pursuant to law or
equity. No
notice to or demand on any party in any case shall entitle such
party to any
other or further notice or demand in similar or other
circumstances, or
constitute a waiver of the right of either party to any other or
further action
in any circumstances without notice or demand.
SECTION 19 No Partnership. Nothing herein contained shall be
deemed
or construed to create a partnership or joint venture between the
parties
hereto. Nothing herein contained shall be deemed or construed as
creating an
agency relationship between the Purchaser and the Seller and
neither party shall
take any action which could reasonably lead a third party to assume
that it has
the authority to bind the other party or make commitments on such
party's
behalf.
SECTION 20 Miscellaneous. This Agreement supersedes all prior
agreements and understandings relating to the subject matter
hereof. Neither
this Agreement nor any term hereof may be waived, discharged or
terminated
orally, but only by an instrument in writing signed by the party
against whom
enforcement of the waiver, discharge or termination is sought.
SECTION 21 Further Assurances. The Seller and Purchaser each
agree
to execute and deliver such instruments and take such further
actions as any
party hereto may, from time to time, reasonably request in order to
effectuate
the purposes and carry out the terms of this Agreement.
* * * * * *
<PAGE>
IN WITNESS WHEREOF, the Purchaser and the Seller have caused
their
names to be signed hereto by their respective officers thereunto
duly authorized
as of the day and year first above written.
GS MORTGAGE SECURITIES CORPORATION II
By: /s/ Leo Huang
------------------------------------
Name: Leo Huang
Title: CFO
GOLDMAN SACHS MORTGAGE COMPANY
By: Goldman Sachs Real Estate
Funding Corp.,
its General Partner
By: /s/ Leo Huang
------------------------------------
Name: Leo Huang
Title: V.P.
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
2006-GG8 Goldman Mortgage Loan Schedule
<TABLE>
<CAPTION>
Control
Loan
Loan
Number
Footnotes Number
Group
Property Name
Address
-------
---------
------------
-------
-------------------------------------
--------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
1
00-1001195 Group 1
One Beacon
Street
One Beacon Street
5
00-1001194 Group 1
Village of
Merrick Park
358 San Lorenzo Avenue
7
09-0002400 Group 1
The Alhambra
1000 South Fremont Avenue
10
00-1001193 Group 1
Fair Lakes
Office Park
12450, 12500, 12600, 12700, 12701,
12730 & 12750
Fair Lakes Circle & 4300 &
4350 Fair Lakes Court
17
00-1001196 Group 1
Seattle Trade
Center
2600 and 2601 Elliott Avenue
25
09-0002398 Group 1
Sherwood
Regional Mall
5308 Pacific Avenue
31
09-0002203 Group 1
GVR I,II,III
2475, 2485 & 2495 Village View Drive
35
09-0002381 Group 2
Copper Beech
Townhomes - Missouri 3217
Old Highway 63 South
36
09-0002291 Group 2
Copper Beech
Townhomes - Michigan
10247 48th Avenue
37
09-0002236 Group 1
Mullins Crossing
Shopping Center
4223 Washington Road
38
09-0002373 Group 1
Paradise
Esplanade
4480 Paradise Road
39
09-0002403
Group 1 600 Jefferson Avenue
600 Jefferson Avenue
40
09-0002411 Group 1
El Dorado Hills
Town Center
2101, 2085 & 2023 Vine Street
46
09-0002235 Group 1
Highridge
Crossings
28102-28194 Newhall Ranch Road
47
09-0002429 Group 1
Nameoki Commons
Shopping Center
3401-3551 Nameoki Road
48
09-0002416 Group 1
Greenlawn Phase
I
601 Louis Henna Boulevard
49
09-0002147 Group 1
Brannon Crossing
150 Langley Drive, 101 Cynthia Drive &
230 East Brannon Road
51
09-0002413 Group 1
1301 Connecticut
Avenue, NW
1301 Connecticut Avenue
54
09-0002436 Group 1
Lincoln Corners
2209 West Lincoln Avenue
55
09-0002412
Group 1 Vista Ridge Marketplace
2601 Stemmons Freeway
57
09-0002399 Group 1
Scottsdale
Gateway II
8901 East Mountain View Road
66
09-0002440 Group 1
Decatur Crossing
II
6420, 6450 and 6480 Cameron Street
70
09-0002314 Group 1
Palomar Point
1910, 1920 and 1930 Palomar Point Way
72
09-0002396 Group 1
Westgate
Shopping Center
307, 311, 315, 363 & 369 South Lower
Sacramento Road
75
09-0002410 Group 1
Pecos Legacy
2556 Wigwam Parkway
76
09-0002386 Group 1
Jetport
14231, 14241 & 14261 Jetport Loop
77
09-0002330 Group 1
Village Square
Retail Center
5700-5810 East Florence Avenue &
7220 Eastern Avenue
78
09-0002392 Group 1
Mercado at
Scottsdale Ranch
10105, 10135, 10155 East Via Linda
& 10050 E. Mountain View Road
80
09-0002380 Group 2
Copper Beech
Townhomes - Indiana
915 South Basswood Drive
81
09-0002368 Group 1
Western Area
Power Admin. HQ
12155 West Alameda Parkway
84
09-0002404 Group 1
1000 Secaucus
Road
1000 Secaucus Road
87
09-0002395 Group 1
Smithsonian
Warehouse
8308 Cinder Bed Road
88
09-0002432 Group 1
The Grande 16
3141 Johnston Street
90
09-0002258 Group 1
Ballantyne
Corporate Park Shopping 14015,
14021 & 14027 Conlan Circle
91
09-0002300
Group 1 Mission
Valley Shopping Center
2251 Avent Ferry Road
92
09-0002365 Group 1
Three Tower
Bridge
2 Ash Street
95
09-0002375 Group 1
Bedminster
Medical Plaza
1 Robertson Drive
96
09-0002415 Group 1
Govalle
2701 East 7th Street
99
09-0002394 Group 1
McKee
Portfolio
99.01
09-0002394-1
Group 1 McKee
Office Buildings
900, 920 & 940 West Sproul Road
99.02
09-0002394-2
Group 1 1 Media
Place
1023 East Baltimore Pike
100
09-0002430 Group 1
Excelsior Drive
8413 & 8417 Excelsior Drive
102
09-0002408 Group 1
Crossroads Plaza
Shopping Center
47-49 & 75-81 Route 25A
104
09-0002374 Group 1
LaCrosse Three
Rivers Plaza
40 Copeland Avenue
106
09-0002427 Group 1
333 Cedar Avenue
333 Cedar Avenue
108
09-0002437 Group 2
Ventana Palms
Apartments
7021 West McDowell Road
109
09-0002371 Group 2
Phoenix
Apartments
4004 Meadows Drive
110
09-0002438 Group 1
Thunderbird
Plaza
13600-13640 North 99th Avenue
111
09-0002270 Group 1
Atlantic Commons
Shopping Center
2036 Campostella Road
113
09-0002421 Group 1
East Windsor
Medical Arts Building 300
Princeton Hightstown Road
114
4 09-0002362
Group 1 Lichtins
Office
3110 Edwards Mill Road
115
09-0002431 Group 1
AmStar 16
5996 Zebulon Road
116
09-0002422 Group 1
Dallas West
Village II
3839 McKinney Avenue
117
09-0002425
Group 1
Short Pump
Village
11402-11446 West Broad Street
120
09-0002389 Group 1
Southshore Shops
12000 Southshore Pointe Drive
122
09-0002414 Group 1
Jamestown
Village Plaza
2656-2750 Mahoning Avenue
123
09-0002417 Group 1
Shady Hollow
Village I
9901 Brodie Lane
124
09-0002406 Group 1
Metcalf Building
100 South Orange Avenue
126
09-0002424 Group 1
Monument
Marketplace
15910, 15932 & 15954 Jackson Creek Parkway
129
09-0002378 Group 1
Ralston Plaza
12325-12399 West 64th Avenue
& 6410-6490 Ward Road
131
09-0002418 Group 1
Battlefield Tech
Center III
530 Independence Parkway
132
09-0002385 Group 1
Flowers
Plantation
50 Neuse River Parkway
133
09-0002435 Group 1
Arroyo Grande
Stadium 10
1160 West Branch Street
135
09-0002397 Group 1
Southampton
Shopping Center
111-119 Main Street
136
4 09-0002382
Group 1 Talmadge
Town Center
4038 Talmadge Road
138
09-0002183 Group 1
South Jefferson
Medical Arts Building 91 South Jefferson Road
143
09-0002383 Group 1
CVS Pharmacy
5050 West Baseline Road
144
09-0002393 Group 1
Park West Office
I
406 Science Drive
145
09-0002441
Group 1 Glacier View Office Building
1289 Deming Way
146
09-0002348 Group 1
American Sale
Building
745 North Center Boulevard
147
09-0002388 Group 1
Cumberland
Station
768 South Jefferson Avenue
150
09-0002401 Group 1
Village at
Lafayette Square
297 North Highway 287
151
09-0002402 Group 1
Park West Office
II
440 Science Drive
152
09-0002376 Group 1
Rangeline Plaza
5300 Halls Mill Road
156
09-0002384 Group 1
Pyramid V
4494 North John Young Parkway &
4439 Parkway Commerce Boulevard
157
09-0002390 Group 1
Crawford's
Landing
115 East Broadway
159
09-0002428 Group 1
Stonecrest
2998 Turner Hill Road
<CAPTION>
Monthly
Gross
Remaining
Control
Cut-Off Date Debt
Interest Term
To
Number
City
State
Zip Code Balance ($)
Service
($) Rate (%)
Maturity
(Mos.)
-------
----------------- --------------------
-----------
------------
------------
--------
---------------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
1
Boston
Massachusetts
02108
210,000,000
1,082,503.82 6.10100%
58
5
Coral Gables
Florida
33146
169,677,544
1,001,272.39 5.83500%
58
7
Alhambra
California
91803
130,000,000 695,603.82
6.33300%
117
10
Fairfax
Virginia
22033
116,550,000
1,360,691.27 6.21800%
118
17
Seattle
Washington
98121 75,250,000
377,851.68
5.94300%
119
25
Stockton
California
95207 44,952,570
261,180.18
5.70000%
119
31
Henderson
Nevada
89074 31,807,658
178,808.10
5.30000%
109
35 Columbia
Missouri
65201 24,515,827
150,470.15
6.22000%
120
36
Allendale
Michigan
49401 23,780,000
142,267.49
5.98000%
120
37
Evans
Georgia
30809 23,500,000
133,430.42
5.50000%
119
38
Las Vegas
Nevada
89109 23,500,000
135,056.78
5.61000%
112
39
Secaucus
New Jersey
07094 23,000,000
137,453.31
5.97000%
119
40
El Dorado
California
95762 22,800,000
133,799.68
5.80000%
120
46
Santa Clarita
California
91355 19,150,000
113,218.30
5.87000%
119
47
Granite City
Illinois
62040 19,070,000
100,057.91
6.21000%
120
48
Round Rock
Texas
78664 18,850,000
97,470.21
6.12000%
120
49
Nicholasville
Kentucky
40356 18,237,060
102,848.02
5.42000%
118
51
Washington
District of Columbia
20036 18,100,000
94,662.58
6.19000%
59
54
Harlingen
Texas
78552 17,420,000
88,751.27
6.03000%
120
55
Lewisville
Texas
75067 17,200,000
102,349.89
5.93000%
119
57
Scottsdale
Arizona
85258 17,000,000
86,324.19
6.01000%
119
66
Las Vegas
Nevada
89118 14,000,000
82,949.55
5.89000%
120
70
Carlsbad
California
92008 13,100,000
75,535.10
5.64000%
120
72
Lodi
California
95242 12,500,000
74,462.31
5.94000%
119
75
Henderson
Nevada
89074 12,000,000
73,808.04
6.24000%
118
76
Fort Myers
Florida
33913 11,800,000
71,507.39
6.10000%
118
77
Bell Gardens
California
90201 11,400,000
67,471.74
5.88000%
120
78
Scottsdale
Arizona
85258 11,100,000
55,051.63
5.87000%
118
80
Bloomington
Indiana
47403 10,860,140
66,656.00
6.22000%
120
81
Lakewood
Colorado
80228
10,750,000
66,119.70
6.24000%
117
84
Secaucus
New Jersey
07094 10,000,000
59,955.05
6.00000%
119
87
Lorton
Virginia
22079 9,400,000
56,660.28
6.05000%
118
88
Lafayette
Louisiana
70503 9,260,000
59,775.57
6.02000%
120
90
Charlotte
North Carolina
28277 9,100,000
56,712.66
6.36500%
117
91
Raleigh
North Carolina
27606 8,800,000
53,964.55
5.97000%
120
92
Conshohocken
Pennsylvania
19428 8,600,000
53,119.59
6.28000%
116
95
Bedminster
New Jersey
07921 8,484,631
51,235.36
6.05000%
118
96
Austin
Texas
78702 8,200,000
42,054.42
6.07000%
120
99
7,900,000 50,610.46
5.94000%
120
99.01 Springfield
Pennsylvania
19064
99.02 Media
Pennsylvania
19063
100
Madison
Wisconsin
53717 7,855,000
47,854.88
6.15000%
120
102
Rocky Point
New York
11778 7,600,000
46,399.79
6.17000%
119
104
LaCrosse
Wisconsin
54603 7,447,000
45,852.46
6.25000%
118
106
Middlesex
Borough New
Jersey
08846 7,200,000
42,429.80
5.84000%
120
108
Phoenix
Arizona
85035 7,000,000
42,419.64
6.10000%
83
109
Indianapolis
Indiana
46205 6,973,364
53,017.59
6.70000%
118
110
Sun City
Arizona
85351 6,800,000
40,333.28
5.90000%
120
111
Chesapeake
Virginia
23324 6,800,000
39,985.86
5.82000%
117
113
East Windsor
New Jersey
08520 6,600,000
39,147.01
5.90000%
120
114
Raleigh
North Carolina
27612 6,600,000
40,465.79
6.21000%
117
115
Macon
Georgia
31210 6,580,000
42,475.51
6.02000%
120
116
Dallas
Texas
75204 6,568,000
38,831.22
5.87000%
120
117 Glen Allen
Virginia
23060 6,500,000
41,483.16
5.90000%
120
120
Midlothian
Virginia
23112 6,000,000
35,818.88
5.96000%
118
122
Warren
Ohio
44483 5,780,000
34,098.58
5.85000%
120
123
Austin
Texas
78748 5,750,000
29,537.96
6.08000%
120
124
Orlando
Florida
32801 5,634,710
34,946.84
6.31000%
119
126
Monument
Colorado
80132 5,450,000
33,167.66
6.14000%
120
129
Arvada
Colorado
80004 5,400,000
33,459.74
6.31000%
117
131
Chesapeake
Virginia
23320 5,200,000
31,511.73
6.10000%
120
132
Clayton
North
Carolina
27527 5,150,000
31,242.01
6.11000%
118
133
Arroyo Grande
California
93420 5,100,000
32,921.75
6.02000%
120
135
Southampton
New York
11968 5,000,000
24,882.52
5.89000%
119
136
Toledo
Ohio
43623 4,800,000
29,087.75
6.10000%
118
138
Hanover
New Jersey
07981 4,540,000
27,747.20
6.18000%
118
143
Phoenix
Arizona
85339 4,390,000
27,087.12
6.27000%
118
144
Madison
Wisconsin
53711 4,250,000
25,837.19
6.13000%
119
145
Madison
Wisconsin
53717 4,070,000
24,454.07
6.02000%
120
146
Romeoville
Illinois
60446 4,044,147
26,069.46
5.99000%
119
147
Cookeville
Tennessee
38501 3,930,000
23,968.12
6.16000%
119
150
Lafayette
Colorado
80026
3,700,000
22,135.82
5.98000%
119
151
Madison
Wisconsin
53711 3,196,820
19,206.20
6.01000%
119
152
Mobile
Alabama
36619 2,548,000
15,506.64
6.14000%
117
156
Orlando
Florida
32808 2,295,971
14,071.86
6.19000%
118
157
Monona
Wisconsin
53716 2,100,000 12,821.00
6.17000%
118
159
Lithonia
Georgia
30038 1,672,000
10,392.86
6.34000%
120
<CAPTION>
Remaining
Interest
Control
Amortization Term Accrual Subservicing
Servicing
Administrative Ground
Mortgage
Number
Maturity Date
(Mos.)
Method Fee Rate (%)
Fee Rate (%)
Fee
Rate (%) Lease Y/N
Loan Seller
-------
-------------
----------------- ---------- ------------ ------------ --------------
---------
-----------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
1
8/6/2011
0 Actual/360
0.02000%
0.02049% No
GSMC
5
8/6/2011
358 Actual/360
0.02000%
0.02049% Yes
GSMC
7
7/6/2016
0 Actual/360
0.01500%
0.02000%
0.03549% No
GSMC
10
8/1/2016
0 Actual/360
0.02000%
0.02049% No
GSMC
17
9/6/2016
0 Actual/360
0.02000%
0.02049% No
GSMC
25
9/6/2016
359 Actual/360
0.02000%
0.02049% No
GSMC
31
11/6/2015
349 Actual/360
0.02000%
0.02049% No
GSMC
35
10/1/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
36
10/1/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
37
9/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
38
2/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
39
9/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
40
10/6/2016
360
Actual/360
0.02000%
0.02049% No
GSMC
46
9/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
47
10/1/2016
0 Actual/360
0.02000%
0.02049% No
GSMC
48
10/6/2016
0 Actual/360
0.04000%
0.02000%
0.06049% No
GSMC
49
8/6/2016
358 Actual/360
0.02000%
0.02049% No
GSMC
51
9/6/2011
0 Actual/360
0.02000%
0.02049% No
GSMC
54
10/6/2016
0 Actual/360
0.02000%
0.02049% No
GSMC
55
9/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
57
9/6/2016
0 Actual/360
0.02000%
0.02049% No
GSMC
66
10/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
70
10/1/2016
360 Actual/360
0.05000%
0.01000%
0.06049% No
GSMC
72
9/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
75
8/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
76
8/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
77
10/6/2016
360 Actual/360
0.02000%
0.02049% Yes
GSMC
78
8/6/2016
0 Actual/360
0.05000%
0.02000%
0.07049% No
GSMC
80
10/1/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
81
7/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
84
9/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
87
8/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
88
10/6/2016
300 Actual/360
0.02000%
0.02049% Yes
GSMC
90
7/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
91
10/6/2016
336 Actual/360
0.02000%
0.02049% Yes
GSMC
92
6/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
95
8/6/2016
358 Actual/360
0.02000%
0.02049% No
GSMC
96
10/6/2016
0 Actual/360
0.04000%
0.02000%
0.06049% No
GSMC
99
10/6/2016
300 Actual/360
0.02000%
0.02049% No
GSMC
99.01
No
99.02
No
100
10/6/2016
360 Actual/360
0.05000%
0.02000%
0.07049% No
GSMC
102
9/6/2016
360 Actual/360
0.05000%
0.02000%
0.07049% No
GSMC
104
8/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
106
10/1/2016
360 Actual/360
0.05000%
0.01000%
0.06049% No
GSMC
108
9/6/2013
360
Actual/360
0.02000%
0.02049% No
GSMC
109
8/6/2016
238 Actual/360
0.02000%
0.02049% No
GSMC
110
10/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
111
7/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
113
10/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
114
7/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
115
10/6/2016
300 Actual/360
0.02000%
0.02049% No
GSMC
116
10/1/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
117
10/6/2016
300 Actual/360
0.02000%
0.02049% No
GSMC
120
8/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
122
10/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
123
10/6/2016
0 Actual/360
0.04000%
0.02000%
0.06049% No
GSMC
124
9/6/2016
359 Actual/360
0.02000%
0.02049% No
GSMC
126
10/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
129
7/6/2016
360 Actual/360
0.05000% 0.02000%
0.07049% No
GSMC
131
10/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
132
8/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
133
10/6/2016
300 Actual/360
0.02000%
0.02049% No
GSMC
135
9/6/2016
0 Actual/360
0.02000%
0.02049% No
GSMC
136
8/6/2016
360 Actual/360
0.05000%
0.02000%
0.07049% No
GSMC
138
8/6/2016
360 Actual/360
0.02000%
0.02049%
No
GSMC
143
8/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
144
9/6/2016
360 Actual/360
0.02000%
0.02049% Yes
GSMC
145
10/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
146
9/6/2016
299 Actual/360
0.02000%
0.02049% No
GSMC
147
9/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
150
9/1/2016
360 Actual/360
0.08000%
0.01000%
0.09049% No
GSMC
151
9/6/2016
359 Actual/360
0.02000%
0.02049% Yes
GSMC
152
7/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
156
8/6/2016
358 Actual/360
0.02000%
0.02049% No
GSMC
157
8/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
159
10/6/2016
360 Actual/360
0.02000%
0.02049% No
GSMC
<CAPTION>
Crossed With
Companion Loan
Control
Other Loans Companion Loan
Companion Loan
Monthly
Number
Prepayment Provision (1)
(Crossed Group)
Flag
Cut-off Balance
Payment
-------
---------------------------------------------- --------------- -------------- --------------- --------------
<S>
<C>
<C>
<C>
<C>
<C>
1
Lockout/23_YM/32_0%/4
5
Lockout/26_Defeasance/27_0%/7
7
Lockout/27_Defeasance/89_0%/4
10
Lockout/26_Defeasance/90_0%/4
Yes
259,000,000.00
612,311.07
17
Lockout/25_Defeasance/91_0%/4
25
Lockout/25_Defeasance/91_0%/4
31
Lockout/35_Defeasance/81_0%/4
35
Lockout/24_Defeasance/92_0%/4
36
Lockout/24_Defeasance/92_0%/4
37
Lockout/25_Defeasance/91_0%/4
38
Lockout/32_Defeasance/84_0%/4
39
Lockout/25_Defeasance/91_0%/4
40
Lockout/24_Defeasance or
Greater of YM or 1%/89_0%/7
46
Lockout/25_Defeasance/91_0%/4
47
Lockout/24_Defeasance/92_0%/4
48
Lockout/23_>YM or 1%/90_0%/7
49
Lockout/26_Defeasance/90_0%/4
51
Lockout/25_Defeasance/30_0%/5
54
Lockout/24_Defeasance/92_0%/4
55
Lockout/25_Defeasance/91_0%/4
57
Lockout/25_Defeasance/91_0%/4
66
Lockout/24_Defeasance/92_0%/4
70
Lockout/24_Defeasance/92_0%/4
72
Lockout/25_Defeasance/91_0%/4
75
Lockout/26_Defeasance or
Greater of YM or 1%/90_0%/4
76
Lockout/26_Defeasance/90_0%/4
77
Lockout/24_Defeasance/92_0%/4
78
Lockout/23_>YM or 1%/90_0%/7
80
Lockout/24_Defeasance/92_0%/4
81
Lockout/27_Defeasance/89_0%/4
84
Lockout/25_Defeasance/91_0%/4
87
Lockout/26_Defeasance/90_0%/4
88
Lockout/24_Defeasance/92_0%/4
90
Lockout/27_Defeasance/89_0%/4
91
Lockout/24_Defeasance/92_0%/4
92
