EXHIBIT 1.1
PURCHASE AGREEMENT, DATED AS OF FEBRUARY 21, 2002, BETWEEN XXXXXXX,
SACHS & CO. AND GS MORTGAGE SECURITIES CORP.
GS MORTGAGE SECURITIES CORP.
GSR MORTGAGE LOAN TRUST 2002-1
MORTGAGE PASS-THROUGH SECURITIES, SERIES 2002-1
----------------------------------
Purchase Agreement
Dated as of February 21, 2002
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
GSR Mortgage Loan Trust 2002-1 (the "Trust") proposes to cause to be
issued its Mortgage Pass-Through Certificates, Series 2002-1 (the
"Certificates"), pursuant to a Trust Agreement, dated as of February 1, 2002
(the "Trust Agreement") between GS Mortgage Securities Corp. (the "Company"),
as depositor and JPMorgan Chase Bank, as trustee (the "Trustee"), and proposes
to sell to you (the "Purchaser") the Certificates specified on Schedule I
hereto. The Class A1, Class A2-A, Class A2-B, Class A2-C, Class A3, Class X2,
Class X3, Class B1, Class B2, Class B3, Class R1, Class R2 and Class R3
Certificates identified on Schedule I hereto are the "Publicly Offered
Certificates." The Class B4, Class B5, and Class B6 Certificates identified on
Schedule I hereto are the "Private Certificates." The Certificates will
represent in the aggregate the entire beneficial ownership interest in the
assets of the Trust primarily consisting of a segregated pool of mortgage
loans and certain other related assets.
Xxxxxxx Xxxxx Mortgage Company ("GSMC"), either directly or
indirectly, purchased (i) certain mortgage loans (the "ABN AMRO Mortgage
Loans") from ABN AMRO Mortgage Group, Inc. ("ABN AMRO") pursuant to (a) a
Seller's Warranties and Servicing Agreement dated as of August 1, 2001 and (b)
a Seller's Warranties and Servicing Agreement dated as of January 1, 2002
(collectively, the "ABN AMRO Agreements") each among GSMC, as purchaser and
ABN AMRO, as seller, pursuant to which ABN AMRO has made certain
representations and warranties with respect to the ABN AMRO Mortgage Loans,
(ii) certain mortgage loans (the "Bank One Mortgage Loans") from Bank One,
National Association ("Bank One") pursuant to (a) a Seller's Purchase,
Warranties and Servicing Agreement dated as of Xxxxxx 0, 0000, (x) a Seller's
Purchase, Warranties and Servicing Agreement dated as of December 1, 2001, and
(c) a Seller's Purchase, Warranties and Servicing Agreement dated as of
February 1, 2002 (collectively, the "Bank One Agreements") each among GSMC, as
purchaser and Bank One, as seller, pursuant to which Bank One has made certain
representations and warranties with respect to the Bank One Mortgage Loans,
(iii) certain mortgage loans (the "KeyBank Mortgage Loans") from KeyBank
National Association ("KeyBank") pursuant to a Seller's Warranty Agreement,
dated as of September 25, 2001 (the "KeyBank Agreement") between Bavaria TRR
Corporation, as purchaser, and KeyBank, as seller, pursuant to which KeyBank
has made certain representations and warranties with respect to the KeyBank
Mortgage Loans, and (iv) certain mortgage loans (the "Bank of America Mortgage
Loans" and together with the ABN AMRO Mortgage Loans, the Bank One Mortgage
Loans and the KeyBank Mortgage Loans, the "Mortgage Loans") from Bank of
America, N.A. ("Bank of America") pursuant to a Seller's Warranties and
Servicing Agreement dated as of December 1, 2001 (the "Bank of America
Agreement"), between GSMC, as purchaser and Bank of America, as seller. The
ABN AMRO Mortgage Loans are being serviced by ABN AMRO pursuant to the terms
of the relevant ABN AMRO Agreement. The Bank One Mortgage Loans are being
serviced by Bank One (formerly known as First Chicago NBD Mortgage Company)
pursuant to the terms of the relevant Bank One Agreement, the Bank of America
Mortgage Loans are being serviced by Bank of America pursuant to the terms of
Bank of America Agreement, and the KeyBank Mortgage Loans are being serviced
by Countrywide Home Loans, Inc. ("Countrywide") pursuant to the terms of the
Servicing Agreement dated as of September 25, 2001 between GSMC, as owner and
Countrywide, as servicer (the "Countrywide Agreement" and together with the
ABN AMRO Agreements, the Bank One Agreements, the Bank of America Agreement
and the KeyBank Agreement, the "Sale and Servicing Agreements").
The Company will acquire (i) the ABN AMRO Mortgage Loans pursuant to
an Assignment, Assumption and Recognition Agreement dated as of February 1,
2002 (the "GSMC ABN AMRO Assignment") among GSMC, the Depositor and ABN AMRO;
(ii) the Bank One Mortgage Loans pursuant to an Assignment, Assumption and
Recognition Agreement dated as of February 1, 2002 (the "GSMC Bank One
Assignment") among GSMC, the Depositor and Bank One; (iii) the KeyBank
Mortgage Loans pursuant to an acknowledgement letter dated as of February 1,
2002 (the "KeyBank Acknowledgement") by KeyBank and an Assignment, Assumption
and Recognition Agreement dated as of February 1, 2002 (the "GSMC Countrywide
Assignment") among GSMC, the Depositor and Countrywide; (iv) the Bank of
America Mortgage Loans pursuant to an Assignment, Assumption and Recognition
Agreement dated as of February 1, 2002 (the "GSMC Bank of America Assignment"
and together with the GSMC ABN AMRO Assignment, the GSMC Bank One Assignment,
GSMC Countrywide Assignment and the KeyBank Acknowledgement, the "GSMC
Assignment Agreements") among GSMC, the Depositor and Bank of America.
Pursuant to the GSMC Assignment Agreements, GSMC will assign certain of its
rights with respect to such representations and warranties under the Sale and
Servicing Agreements to the Company.
Pursuant to (i) an Assignment, Assumption and Recognition Agreement
dated as of February 1, 2002 (the "Depositor ABN AMRO Assignment") among the
Company, the Trust and ABN AMRO; (ii) an Assignment, Assumption and
Recognition Agreement dated as of February 1, 2002 (the "Depositor Bank One
Assignment") among the Company, the Trust and Bank One; (iii) the KeyBank
Acknowledgement and an Assignment, Assumption and Recognition Agreement dated
as of February 1, 2002 (the "Depositor Countrywide Assignment") among the
Company, the Trust and Countrywide; (iv) an Assignment, Assumption and
Recognition Agreement dated as of February 1, 2002 (the "Depositor Bank of
America Assignment" and together with the Depositor ABN AMRO Assignment, the
Depositor Bank One Assignment, the Depositor Countrywide Assignment and the
KeyBank Acknowledgement, the "Depositor Assignment Agreements") among the
Company, the Trust and Bank of America, the Company will assign its rights
under the Sale and Servicing Agreements to the Trust. The GSMC Assignment
Agreements and the Depositor Assignment Agreements are collectively referred
to herein as the "Assignment Agreements."
Certain ABN AMRO Mortgage Loan documents, including the mortgage
notes and mortgages, will be held by XX Xxxxxx Chase Bank (formerly known as
The Chase Manhattan Bank), acting in its capacity as custodian (the
"Custodian") pursuant to a (i) a Custodial Agreement dated as of August 1,
2001 and (ii) a Custodial Agreement dated as of January 1, 2002, each among
GSMC, the Custodian and ABN AMRO. Certain Bank One Mortgage Loan documents,
including the mortgage notes and mortgages, will be held by the Custodian
pursuant to (i) a Custody Agreement, dated as of August 1, 2001, (ii) a
Custody Agreement dated as of December 1, 2001, and (iii) a Custody Agreement
dated as of February 1, 2002, each among GSMC, the Custodian and Bank One.
Certain KeyBank Mortgage Loan documents, including the mortgage notes and
mortgages, will be held by the Custodian pursuant to a Custodial Agreement
dated as of September 25, 2001 between Bavaria TRR Corporation and the
Custodian. Certain Bank of America Mortgage Loan documents, including the
mortgage notes and mortgages, will be held by the Custodian pursuant to a
Custodial Agreement dated as of December 1, 2001, among GSMC, Bank of America
and the Custodian. The Certificates are described more fully in Schedule I
hereto and in the Prospectus (as defined herein). Capitalized terms used but
not defined herein shall have the meanings given to them in the Prospectus.
1. The Company represents and warrants to, and agrees with, the
Purchaser that:
(a) Registration statement on Amendment No. 1 to Form S-3
No. 333-68812, including a form of prospectus and such amendments
thereto as may have been required to the date hereof, relating to the
Publicly Offered Certificates and the offering thereof from time to
time in accordance with Rule 415 under the Securities Act of 1933, as
amended (the "Act"), have been filed with the Securities and Exchange
Commission (the "Commission") and such registration statement, as
amended, has become effective. Such registration statement, as
amended at the Effective Time (as defined herein), including the
exhibits thereto and any material incorporated by reference therein,
are hereinafter referred to as the "Registration Statement," and the
prospectus (including the base prospectus and any prospectus
supplement) relating to the Publicly Offered Certificates, as last
filed, or mailed for filing, with the Commission pursuant to Rule
424(b) ("Rule 424(b)") under the Act is hereinafter referred to as
the "Prospectus." For purposes of offering the Private Certificates,
an offering supplement (the "Offering Supplement") will be prepared
with respect to the Private Certificates which shall include and
incorporate the Prospectus as a part thereof. For purposes of this
Agreement, "Effective Time" means the date and time as of which such
Registration Statement, or the most recent post-effective amendment
thereto, is declared effective by the Commission, and "Effective
Date" means the date of the Effective Time;
(b) On the Effective Date, the Registration Statement did
conform in all material respects to the requirements of the Act, the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
where applicable, and the rules and regulations of the Commission
under the Act or the Exchange Act, as applicable, and did not, as of
the Effective Date, contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided,
however, that this representation and warranty shall not apply to any
statement or omission made in reliance upon and in conformity with
information furnished in writing to the Company by the Purchaser
expressly for use in the Registration Statement;
(c) On the date of this Agreement, the Registration
Statement conforms, and at the time of the last filing of the
Prospectus pursuant to Rule 424(b), the Registration Statement and
the Prospectus will conform, in all material respects to the
requirements of the Act and the rules and regulations of the
Commission thereunder (the "Rules and Regulations"), and, except as
aforesaid, neither of such documents includes, or will include, any
untrue statement of a material fact or omits, or will omit, to state
any material fact required to be stated therein or necessary to make
the statements therein not misleading;
(d) The Private Certificates constitute exempt securities
under Section 3(a)(3) of the Act, and registration of the Private
Securities under the Act is not required in connection with the
offer, issuance, sale or delivery of the Private Securities pursuant
to Rule 144A under the Act;
(e) The documents incorporated by reference in the
Prospectus, when they were filed with the Commission conformed in all
material respects to the requirements of the Exchange Act and the
rules and regulations thereunder; and any further documents so filed
and incorporated by reference in the Prospectus, when such documents
are filed with the Commission, will conform in all material respects
to the requirements of the Exchange Act and the rules and regulations
thereunder;
(f) Since the date as of which information is given in the
Prospectus, there has not been any change in the capital stock or
long-term debt of the Company or any of its subsidiaries or any
material adverse change, or any development involving a prospective
material adverse change, in or affecting the general affairs,
management, financial position, shareholders' equity or results of
operations of the Company and its subsidiaries, otherwise than as set
forth or contemplated in the Prospectus;
(g) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Delaware and has all requisite power and authority
(corporate and other) to own its properties and to conduct its
business as described in the Prospectus;
(h) At the Time of Delivery (as defined in Section 4
hereof), the Trust Agreement and Assignment Agreements will have been
duly authorized, executed and delivered and will constitute a valid
and legally binding obligation of the Company, enforceable in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general principles
of equity;
(i) When the Certificates are issued, executed,
authenticated and delivered pursuant to this Agreement and the Trust
Agreement, the Certificates will have been duly authorized, executed,
authenticated, issued and delivered and will be entitled to the
benefits of the Trust Agreement; and the Certificates and the Trust
Agreement will conform to the descriptions thereof in the Prospectus
and the Offering Supplement;
(j) The issue and sale of the Certificates, the compliance
by the Company with all of the provisions of this Agreement, the
Trust Agreement, and the Assignment Agreements, and the consummation
of the transactions herein and therein contemplated, will not
conflict with or result in a breach of any of the terms or provisions
of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other material agreement or instrument to
which the Company is a party or by which the Company is bound or to
which any of the property or assets of the Company is subject, nor
will such action result in any violation of the provisions of the
Certificate of Incorporation or the By-Laws of the Company or any
statute or any order, rule or regulation of any court or governmental
agency or body having jurisdiction over the Company, or any of its
properties; and no consent, approval, authorization, order,
registration or qualification of or with any such court or
governmental agency or body is required for the issue and sale of the
Certificates or the consummation by the Company of the other
transactions contemplated by this Agreement, the Trust Agreement or
the Assignment Agreement except such as have been obtained under the
Act, and such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities or Blue Sky
laws in connection with the purchase and distribution of the
Certificates by the Purchaser;
(k) The statements set forth in each of the Prospectus and
Offering Supplement under the caption "Description of the
Certificates," insofar as they purport to constitute a summary of the
terms of the Certificates and insofar as they purport to describe the
provisions of the documents referred to therein, are accurate,
complete and fair;
(l) Other than as set forth or contemplated in the
Prospectus, there are no legal or governmental proceedings pending to
which the Company is a party or of which any property of the Company
is the subject that, if determined adversely to the Company, would
individually or in the aggregate have a material adverse effect on
the condition (financial or otherwise), earnings, affairs, business,
properties or prospects of the Company, and to the best of the
Company's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others;
(m) The Company will, at the Time of Delivery, own the
Mortgage Loans, free and clear of any lien, mortgage, pledge, charge,
security interest or other encumbrance, and, at the Time of Delivery,
the Company will have full power and authority to sell and deliver
the Mortgage Loans to the Trustee under the Trust Agreement and at
the Time of Delivery will have duly authorized such assignment and
delivery to the Trustee by all necessary action;
(n) Any taxes, fees and other governmental charges in
connection with the execution, delivery and performance of this
Agreement, the Trust Agreement, the Assignment Agreements and the
Certificates will have been paid at or prior to the Time of Delivery;
(o) At the Time of Delivery, the Mortgage Loans will have
been duly and validly assigned and delivered by the Company to the
Trustee;
(p) The Trust created by the Trust Agreement will not at the
Time of Delivery be required to be registered under the Investment
Company Act of 1940, as amended (the "Investment Company Act");
(q) The Company is not and at the Time of Delivery will not
be an "investment company," as such term is defined in the Investment
Company Act;
(r) When the Certificates are issued and delivered pursuant
to this Agreement, the Certificates will not be of the same class
(within the meaning of Rule 144A under the Act) as securities that
are listed on a national securities exchange, registered under
Section 6 of the Exchange Act or quoted in a U.S. automated
inter-dealer quotation system;
(s) The Class A1, Class A2-A, Class A2-B, Class A2-C, Class
A3, Class X2, Class X3 and Class B1 Certificates will be mortgage
related securities, as defined in Section 3(a)(41) of the Exchange
Act, as long as such Certificates are rated in one of the two highest
rating grades by at least one nationally recognized statistical
rating organization; and
(t) Within the preceding six months, neither the Company nor
any other person acting on behalf of the Company has offered or sold
to any person any of the Private Certificates, or any securities of
the same or a similar class as the Private Certificates, other than
the Private Certificates offered or sold to the Purchaser hereunder.
The Company will take reasonable precautions designed to insure that
any offer or sale, direct or indirect, of any of the Private
Certificates or any substantially similar security issued by the
Trust, within six months subsequent to the date on which the
distribution of the Private Certificates has been completed (as
notified to the Company by Xxxxxxx, Xxxxx & Co.), is made under
restrictions and other circumstances reasonably designed not to
effect the status of the offer and sale of the Private Certificates
contemplated by this Agreement as transactions exempt from the
registration provisions of the Act.
2. GSMC represents and warrants to the Trustee that:
(a) The Trust Agreement creates a valid and continuing
security interest (as defined in the applicable Uniform Commercial
Code) in the Mortgage Loans in favor of the Trustee, which security
interest is prior to all other liens, and is enforceable as such
against creditors of and purchasers from the Company;
(b) The Mortgage Loans constitute "instruments" within the
meaning of the applicable Uniform Commercial Code;
(c) The Company owns and has good marketable title to the
Mortgage Loans free and clear of any lien, claim or encumbrance of
any Person;
(d) The Company has received all consents and approvals
required by the terms of the Mortgage Loans for the sale of the
Mortgage Loans under the Trust Agreement to the Trust;
(e) All original executed copies of each mortgage note that
constitute or evidence the Mortgage Loans have been delivered to the
Custodian;
(f) The Company has received written acknowledgement from
the Custodian that the Custodian is holding the mortgage notes that
constitute or evidence the Mortgage Loans solely on behalf and for
the benefit of the Trustee;
(g) Other than pursuant to the Trust Agreement, the Company
has not pledged, assigned, sold, granted a security interest in, or
otherwise conveyed any of the Mortgage Loans. The Company has not
authorized the filing of and is not aware of any financing statements
against it that include a description of the collateral covering the
Mortgage Loans other than any financing statement relating to the
security interest granted to the Company by GSMC or the Trustee by
the Company under the Trust Agreement or that has been terminated.
GSMC is not aware of any judgment or tax lien filings against GSMC or
the Company;
(h) None of the mortgage notes that constitute or evidence
the Mortgage Loans has any marks or notations indicating that they
have been pledged, assigned or otherwise conveyed to any Person other
than the Trustee;
(i) The representations and warranties contained in section
3.02 (but excluding subsections (i), (ii) (but only with respect to
the first sentence therein), (xii), (xiv), (xix), (xxvi), (xxxi) and
(xxxiii)) of the ABN AMRO Sale Agreement dated as of August 1, 2001
with respect to the ABN Mortgage Loan purchased pursuant thereto and
transferred to the Company under the GSMC ABN AMRO Assignment are
true and correct in all material respects as of the Closing Date; and
(j) The representations and warranties contained in section
3.02 (but excluding subsections (a), (c), (d), (m), (n), (j), (r),
(s) (v), (w), (x), (z) (gg), (kk), (mm) (pp), and (rr)) of the
KeyBank Sale Agreement dated as of September 25, 2001 with respect to
the KeyBank Mortgage Loan purchased pursuant thereto and transferred
to the Company under the GSMC KeyBank Assignment are true and correct
in all material respects as of the Closing Date.
Upon discovery by either the Company or the Trustee of a breach of any of the
representations and warranties contained in Section 2(i) or 2(j) hereof which
materially and adversely affects the value of the Mortgage Loans or the
security interest of the Trustee, the party discovering such breach shall give
prompt and written notice to the other. Within 90 days of the earlier of
either discovery by or notice to the Company of any breach of a representation
or warranty contained in Section 2(i) or 2(j) hereof which materially and
adversely affects the value of the Mortgage Loans, (i) the Company shall use
its best efforts promptly to cure such breach in all material respects and
(ii) if such breach cannot be cured, GMSC shall repurchase such Mortgage Loan
at the Repurchase Price (as such term is defined in each of the ABN AMRO Sale
Agreement dated as of August 1, 2001 and the KeyBank Sale Agreement dated as
of September 25, 2001, as applicable). Any repurchase of a Mortgage Loan
pursuant to the foregoing provisions of this Section 2 shall be accomplished
by deposit in the Custodial Account of the amount of the Repurchase Price as
required in the ABN AMRO Sale Agreement dated as of August 1, 2001 and the
KeyBank Sale Agreement dated as of September 25, 2001, as applicable.
3. Subject to the terms and conditions herein set forth, the Company
agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the
Company, at a purchase price determined in accordance with Schedule II hereto,
the principal amount of the Certificates. Upon the authorization by you of the
release of the Certificates, the Purchaser proposes (i) to offer the Publicly
Offered Certificates for sale to the public (which may include selected
dealers), as set forth in the Prospectus, (ii) to offer the Private
Certificates for sale to institutional investors as set forth in the Offering
Supplement and (iii) to transfer a Percentage Interest equal to 0.01% in each
of the Class R1, Class R2 and Class R3 Certificates to JPMorgan Chase Bank, as
Trustee. The Purchaser hereby represents and warrants to, and agrees with the
Company that:
(a) It will offer and sell the Private Certificates only to
persons it reasonably believes are "qualified institutional buyers"
("QIBs") within the meaning of Rule 144A under the Act in
transactions meeting the requirements of Rule 144A;
(b) It is a QIB; and
(c) It will not offer or sell the Private Certificates by
any form of general solicitation or general advertising, including
but not limited to the methods described in Rule 502(c) under the
Act.
4. (a) Except as set forth in the next paragraph, the Class A1, Class
A2-A, Class A2-B, Class A2-C, Class A3, Class X2, Class X3, Class B1, Class
B2, Class B3, Class B4, Class B5 and Class B6 Certificates to be purchased by
the Purchaser will be represented by one or more definitive global
Certificates in book-entry form, which will be deposited by or on behalf of
the Company with The Depository Trust Company ("DTC") or its designated
custodian. The Company will deliver such Certificates to the Purchaser,
against payment by or on behalf of the Purchaser of the purchase price
therefor by wire transfer to the Company of Federal (same day) funds, by
causing DTC to credit such Certificates to the account of the Purchaser at
DTC. The Company will cause the certificates representing such Certificates to
be made available to the Purchaser for checking at least twenty-four hours
prior to the Time of Delivery at an office designated by the Purchaser (the
"Designated Office"). The time and date of such delivery and payment shall be
10:00 a.m., New York City time, on February 21, 2002, or such other time and
date as the Purchaser and the Company may agree upon in writing. Such time and
date are herein called the "Time of Delivery."
All of the Class R1, Class R2 and Class R3 Certificates shall be
delivered in definitive certificated form, by or on behalf of the Company to
the Purchaser, against payment by or on behalf of the Purchaser of the
purchase price therefor by wire transfer to the Company of Federal (same day)
funds.
(b) The documents to be delivered at the Time of Delivery by
or on behalf of the parties hereto pursuant to Section 7 hereof,
including the cross-receipt for the Certificates and any additional
documents requested by the Purchaser pursuant to Section 7(k) hereof,
will be delivered at the offices of Skadden, Arps, Slate, Xxxxxxx &
Xxxx LLP ("Skadden") at 0 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 (the
"Closing Location"), and the Certificates will be delivered at the
Designated Office, all at the Time of Delivery. A meeting will be
held at the Closing Location at 3:00 p.m., New York City time, on the
New York Business Day next preceding the Time of Delivery, at which
meeting the final drafts of the documents to be delivered pursuant to
the preceding sentence will be available for review by the parties
hereto. For the purposes of this Section 4, "New York Business Day"
shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that
is not a day on which banking institutions in New York City are
generally authorized or obligated by law or executive order to close.
5. The Company agrees with the Purchaser:
(a) If required, to file the Prospectus with the Commission
pursuant to and in accordance with Rule 424(b) not later than the
time specified therein. The Company will advise the Purchaser
promptly of any such filing pursuant to Rule 424(b);
(b) To make no amendment or any supplement to the
Registration Statement, the Prospectus or the Offering Supplement as
amended or supplemented prior to the Closing Date, without furnishing
the Purchaser with a copy of the proposed form thereof and providing
the Purchaser with a reasonable opportunity to review the same; and
during such same period to advise the Purchaser, promptly after it
receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or becomes effective or any
supplement to the Prospectus as amended or supplemented or any
amended Prospectus has been filed or mailed for filing, of the
issuance of any stop order by the Commission, of the suspension of
the qualification of any of the Certificates for offering or sale in
any jurisdiction, of the initiation or threatening of any proceeding
for any such purpose, or of any request by the Commission for the
amending or supplementing of the Registration Statement, the
Prospectus or the Offering Supplement as amended or supplemented or
for additional information; and, in the event of the issuance of any
such stop order or of any order preventing or suspending the use of
any prospectus or offering Supplement relating to the Certificates or
suspending any such qualification, to use promptly its best efforts
to obtain its withdrawal;
(c) Promptly from time to time to take such action as the
Purchaser may reasonably request in order to qualify the Certificates
for offering and sale under the securities laws of such states as the
Purchaser may request and to continue such qualifications in effect
so long as necessary under such laws for the distribution of such
Certificates, provided that in connection therewith neither the Trust
nor the Company shall be required to qualify to do business, or to
file a general consent to service of process in any jurisdiction, and
provided, further, that the expense of maintaining any such
qualification more than one year from the Closing Date with respect
to such Certificates shall be at the Purchaser's expense and the
expense of maintaining any such qualification with respect to the
Private Certificates shall be at the expense of the Purchaser;
(d) To furnish the Purchaser with copies of the Registration
Statement (including exhibits) and copies of the Prospectus and the
Offering Supplement as amended or supplemented in such quantities as
the Purchaser may from time to time reasonably request; and if,
before a period of six months shall have elapsed after the Closing
Date and the delivery of a prospectus or offering document shall be
at the time required by law in connection with sales of any such
Certificates, either (i) any event shall have occurred as a result of
which the Prospectus or the Offering Supplement would include any
untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, or
(ii) for any other reason it shall be necessary during such same
period to amend or supplement the Prospectus or the Offering
Supplement, as amended or supplemented, to notify the Purchaser and
upon its request to prepare and furnish without charge to the
Purchaser and to any dealer in securities as many copies as the
Purchaser may from time to time reasonably request an amendment or a
supplement to the Prospectus or the Offering Supplement which will
correct such statement or omission or effect such compliance; and in
case the Purchaser is required by law to deliver a prospectus or
other offering document in connection with sales of any of such
Certificates at any time six months or more after the Closing Date,
upon the Purchaser's request, but at its own expense, to prepare and
deliver to the Purchaser as many copies as the Purchaser may request
of an amended or supplemented prospectus or offering document
complying with the Act;
(e) To make generally available to Holders of Certificates
as soon as practicable, but in any event no later than eighteen
months after the Closing Date, an earnings statement of the Company
complying with Rule 158 under the Act and covering a period of at
least twelve consecutive months beginning after the Closing Date;
(f) So long as any of the Certificates are outstanding, to
furnish the Purchaser copies of all reports or other communications
(financial or other) furnished to Holders of Certificates, and to
deliver to the Purchaser during such same period, (i) as soon as they
are available, copies of any reports and financial statements
furnished to or filed with the Commission; (ii) copies of each
amendment to any of the Trust Agreement, the Sale and Servicing
Agreements and the Assignment Agreements; and (iii) such additional
information concerning the business and financial condition of the
Company or the Trust as the Purchaser may from time to time
reasonably request;
(g) During the period beginning from the date hereof and
continuing to and including the later of (i) the termination of
trading restrictions for the Private Certificates, as notified to the
Company by the Purchaser, and (ii) the Time of Delivery for the
Private Certificates, not to offer, sell, contract to sell or
otherwise dispose of any securities of the Company that mature more
than one year after the Time of Delivery and that are substantially
similar to the Private Certificates, without the prior written
consent of the Purchaser;
(h) To furnish at its expense, upon request, to Holders of
the Private Certificates and prospective purchasers of securities
information (the "Additional Issuer Information") satisfying the
requirements of subsection (d)(4)(i) of Rule 144A under the Act;
(i) If requested by you, to use its best efforts to cause
the Certificates to be eligible for the PORTAL trading system of the
National Association of Securities Dealers, Inc. ("PORTAL"); and
(j) Not to be or become an open-end investment company, unit
investment trust, closed-end investment company or face-amount
certificate company that is or is required to be registered under
Section 8 of the Investment Company Act.
6. The Company covenants and agrees with the Purchaser that the
Company will pay or cause to be paid the following: (i) the Commission's
filing fees with respect to the Publicly Offered Notes, (ii) the fees,
disbursements and expenses of counsel and accountants for the Company in
connection with the issue of the Certificates and all other expenses in
connection with the preparation and printing of all amendments and supplements
thereto and the mailing and delivery of copies thereof to the Purchaser and
dealers, (iii) the cost of printing or producing this Agreement, the Trust
Agreement, any Blue Sky Supplement and any term sheets, computational
materials, preliminary and final prospectus supplements and any other document
produced in connection with the offering, purchase, sale and delivery of the
Certificates, (iii) all expenses in connection with the qualification of the
Certificates for offering and sale under state securities laws as provided in
Section 5(c) hereof, including the fees and disbursements of counsel for the
Purchaser in connection with such qualification and in connection with the
Blue Sky Supplement; (iv) any fees charged by securities rating services for
rating the Certificates; (v) the cost of preparing the Certificates; (vi) the
fees and expenses of the Trustee and of any agent of the Trustee and the fees
and disbursements of counsel for the Trustee in connection with the Trust
Agreement and the Certificates; (vii) any cost incurred in connection with the
designation of the Certificates for trading in PORTAL; and (viii) all other
costs and expenses incident to the performance of the Company's obligations
hereunder that are not otherwise specifically provided for in this Section. It
is understood, however, that, except as provided in this Section 6, Section 8
and Section 11 hereof, the Purchaser will pay all of its own costs and
expenses, including the fees of its counsel, transfer taxes on resale of any
of the Certificates by it and any advertising expenses connected with any
offers it may make.
7. The obligations of the Purchaser shall be subject, in the
discretion of the Purchaser, to the condition that all representations and
warranties and other statements of the Company herein are, at and as of the
Time of Delivery for the Certificates, true and correct, the condition that
the Company shall have performed all of its obligations hereunder theretofore
to be performed, and the following additional conditions:
(a) The Trust Agreement, the Sale and Servicing Agreements,
the Assignment Agreements and all of the other agreements identified
in such agreements, shall have been duly entered into by all of the
respective parties;
(b) Skadden shall have furnished to the Purchaser their
written opinions, dated the Time of Delivery for the Certificates, in
form and substance satisfactory to the Purchaser;
(c) Counsel for ABN AMRO, Bank One, KeyBank and Bank of
America satisfactory to the Purchaser shall have furnished to the
Purchaser their written opinion, dated on or about the delivery date
of the ABN AMRO Mortgage Loans, the Bank One Mortgage Loans, the
KeyBank Mortgage Loans and the Bank of America Mortgage Loans,
respectively;
(d) Counsel for the Trustee satisfactory to the Purchaser
shall have furnished to the Purchaser their written opinion, dated as
of the Time of Delivery for the Certificates, in form and substance
satisfactory to the Purchaser and counsel for the Purchaser;
(e) The independent accountants of the Company or other
accountants acceptable to the Purchaser shall have furnished to the
Purchaser a letter or letters, dated on the date hereof, and a letter
or letters, dated the Time of Delivery, respectively, containing
statements and information of the type customarily included in
accountants' "comfort letters" and "agreed upon procedures letters"
with respect to certain financial information contained in the
Prospectus, in each case as to such matters as the Purchaser may
reasonably request and in form and substance satisfactory to the
Purchaser;
(f) (i) Neither the Company nor any of its subsidiaries
shall have sustained since the date of the latest audited financial
statements included or incorporated by reference in the Prospectus as
amended prior to the Time of Delivery any loss or interference with
its business from fire, explosion, flood or other calamity, whether
or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, otherwise than as set forth or
contemplated in the Prospectus as amended prior to the Time of
Delivery, and (ii) since the respective dates as of which information
is given in the Prospectus as amended prior to the Time of Delivery
there shall not have been any change in the capital stock or
long-term debt of the Company or any of its subsidiaries or any
change, or any development involving a prospective change, in or
affecting the general affairs, management, financial position,
shareholders' equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth or contemplated in the
Prospectus as amended prior to the Time of Delivery, the effect of
which, in any such case described in clause (i) or (ii), is in the
judgment of the Purchaser so material and adverse as to make it
impracticable or inadvisable to proceed with the offering or the
delivery of the Certificates on the terms and in the manner
contemplated in the Prospectus or Offering Supplement as first
amended or supplemented;
(g) On or after the date hereof (i) no downgrading shall
have occurred in the rating accorded the Company's debt securities or
preferred stock by any "nationally recognized statistical rating
organization," as that term is defined by the Securities and Exchange
Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no
such organization shall have publicly announced that it has under
surveillance or review, with possible negative implications, its
rating of any of the Company's debt securities or preferred stock;
(h) On or after the date hereof, there shall not have
occurred any of the following: (i) a suspension or material
limitation in trading in securities generally on the New York Stock
Exchange; (ii) a general moratorium on commercial banking activities
in New York declared by either Federal or New York State authorities;
or (iii) the outbreak or escalation of hostilities involving the
United States or the declaration by the United States of a national
emergency or war, if the effect of any such event specified in this
clause (iii) in the judgment of the Purchaser makes it impracticable
or inadvisable to proceed with the public offering or the delivery of
the Certificates on the terms and in the manner contemplated in the
Prospectus or Offering Supplement;
(i) The Company shall have furnished or caused to be
furnished to the Purchaser at the Time of Delivery certificates of
its officers satisfactory to the Purchaser as to the accuracy in all
material respects of its representations and warranties herein at and
as of such Time of Delivery, as to the performance of all of its
obligations hereunder to be performed at or prior to such Time of
Delivery, as to the matters set forth in Section 7(a) above and as to
such other matters as the Purchaser may reasonably request;
(j) The Purchaser shall have received evidence satisfactory
to it that the Certificates are rated in the rating category or
categories specified on Schedule I hereto by the rating agency or
agencies specified on Schedule I hereto;
(k) All opinions, certificates and other documents incident
to, and all proceedings in connection with the transactions
contemplated by, this Agreement, the Assignment Agreements, the Sale
and Servicing Agreements, and the Trust Agreement shall be
satisfactory in form and substance to the Purchaser and its special
counsel; and
(l) The Registration Statement has become effective under
the Act and no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceeding for that
purpose has been instituted or threatened by the Commission.
The Purchaser and its special counsel shall have received copies of
all documents and other information as they may reasonably request, in form
and substance satisfactory, to the Purchaser and its special counsel, with
respect to such transactions and the taking of all proceedings in connection
therewith.
8. (a) The Company will indemnify and hold harmless the
Purchaser against any losses, claims, damages or liabilities, joint
or several, to which the Purchaser may become subject, under the Act,
the Exchange Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of
or are based upon an untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement, Prospectus
or Offering Supplement as amended or supplemented or any other
offering material relating to the Certificates, or any amendment or
supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, and will reimburse the Purchaser for any legal or other
expenses reasonably incurred by the Purchaser in connection with
investigating (or defending any such action or claim; provided,
however, that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in any such document in reliance
upon and in conformity with written information furnished to the
Company by the Purchaser expressly for use in the Registration
Statement, Prospectus or Offering Supplement.
(b) The Purchaser will indemnify and hold harmless the
Company against any losses, claims, damages or liabilities to which
the Company may become subject, under the Act, the Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in
the Registration Statement, Prospectus or Offering Supplement as
amended or supplemented or any other offering material relating to
the Certificates or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in any such
document in reliance upon and in conformity with written information
furnished to the Company by the Purchaser expressly for use therein.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof
is to be made against the indemnifying party under such subsection,
notify the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to any indemnified
party otherwise than under such subsection. In case any such action
shall be brought against any indemnified party and it shall notify
the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate therein and, to the extent
that it shall wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with
the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof
the indemnifying party shall not be liable to such indemnified party
under such subsection for any legal expenses of other counsel or any
other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than
reasonable costs of investigation.
(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party
under subsection (a) or (b) above in respect of any losses, claims,
damages or liabilities (or actions in respect thereof) referred to
therein, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in
such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Purchaser on the
other from the offering of the Certificates to which such loss,
claim, damage or liability (or actions in respect thereof) relates.
If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under subsection (c) above,
then each indemnifying party shall contribute to such amount paid or
payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the
relative fault of the Company on the one hand and the Purchaser on
the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions
in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the
one hand and the Purchaser on the other shall be deemed to be in the
same proportion as the total net proceeds from such offering (before
deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by the Purchaser. The
relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or the
Purchaser on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such
statement or omission. The Company and the Purchaser agree that it
would not be just and equitable if contribution pursuant to this
subsection (d) were determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable
considerations referred to above in this subsection (d). The amount
paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d), the
Purchaser shall not be required to contribute any amount in excess of
the amount by which the total price at which the Certificates
underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which the Purchaser has
otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
(e) The obligations of the Company under this Section 8
shall be in addition to any liability which the Company may otherwise
have and shall extend, upon the same terms and conditions, to each
person, if any, who controls the Purchaser within the meaning of the
Act; and the obligations of the Purchaser with respect to any
Certificates under this Section 8 shall be in addition to any
liability which the respective Purchaser may otherwise have and shall
extend, upon the same terms and conditions, to each officer and
director of the Company and to each person, if any, who controls the
Company within the meaning of the Act.
9. The respective indemnities, agreements, representations,
warranties and other statements of the Company and the Purchaser as set forth
in this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made in connection
with the issuance of Certificates by or on behalf of the Purchaser or any
controlling person of the Purchaser, or the Company, or any officer or
director or controlling person of the Company and shall survive delivery of
and payment for the Certificates.
10. If for any reason the Certificates are not delivered by or on
behalf of the Trustee as provided herein, other than by the Purchaser's
failure to comply with its obligations hereunder, the Company will reimburse
the Purchaser for all out-of-pocket expenses, including fees and disbursements
of counsel, reasonably incurred by the Purchaser in making preparations for
the purchase, sale and delivery of the Certificates, but the Company shall be
under no further liability to the Purchaser with respect to such Certificates
except as provided in Section 6 and Section 8 hereof.
11. (a) The Purchaser may prepare and provide to prospective
investors "Computational Materials," "ABS Term Sheets" and
"Collateral Term Sheets" (collectively, the "8-K Information") in
connection with its offering of the Certificates, as described in the
No-Action Letter of May 20, 1994 issued by the Commission to Xxxxxx,
Peabody Acceptance Corporation I and certain affiliates, as made
applicable to other issuers and underwriters by the Commission in
response to the request of the Public Securities Association dated
May 24, 1994 (collectively, the "Xxxxxx/PSA Letter"), and the
requirements of the No-Action Letter of February 17, 1995 issued by
the Commission to the Public Securities Association (the "PSA Letter"
and, together with the Xxxxxx/PSA Letter, the "No-Action Letters");
subject to the following conditions: (i) the Purchaser shall comply
with the requirements of the No-Action Letters; (ii) for purposes
hereof, "Computational Materials" shall have the meaning given such
term in the No-Action Letters, but with respect to the Purchaser
shall include only those Computational Materials that have been
prepared by the Purchaser for prospective investors and for purposes
hereof and "ABS Term Sheets" and "Collateral Term Sheets" shall have
the meanings given such terms in the PSA Letter but with respect to
the Purchaser shall include only those ABS Term Sheets or Collateral
Term Sheets that have been prepared by the Purchaser for prospective
investors; (iii) the Purchaser shall provide to the Company any 8-K
Information which is provided to investors no later than the second
Business Day preceding the date such 8-K Information is required to
be filed pursuant to the applicable No-Action Letters and the
Purchaser may provide copies of the foregoing in a consolidated or
aggregated form including all information required to be filed; and
(iv) in the event that the Company or the Purchaser discovers an
error in the 8-K Information, the party that prepared such material
shall prepare corrected 8-K Information and deliver it to the Company
for filing.
(b) The Company will cause to be filed with the Commission
one or more current reports on Form 8-K with respect to the 8-K
Information.
12. All statements, requests, notices and agreements hereunder shall
be in writing or by telegram if promptly confirmed in writing, and shall be
sufficient in all respects, if delivered or sent by registered mail, if to the
Purchaser, to the address of the Purchaser set forth above; if to the Company,
to the address of the Company set forth in the Prospectus, Attention:
President.
13. This Agreement shall be binding upon, and inure solely to the
benefit of the Purchaser, the Company and, to the extent provided in Section 8
hereof, the officers and directors of the Company and each person who controls
the Company or the Purchaser, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement. No purchaser of any of
the Certificates from the Purchaser shall be deemed a successor or assign
merely by reason of such purchase.
14. Time shall be of the essence of this Agreement.
15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original. but all such respective counterparts shall together constitute one
and the same instrument.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the undersigned two counterparts hereof,
whereupon this letter and your acceptance shall represent a binding agreement
between the Company and the Purchaser.
Very truly yours,
GS MORTGAGE SECURITIES CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Accepted as of the date hereof:
XXXXXXX, XXXXX & CO.
By: /s/ Xxxxx Xxxx
---------------------------------
Name: Xxxxx Xxxx
Title: Managing Director
Xxxxxxx Sachs Mortgage Company is executing this Agreement with
respect to representations and warranties it makes under Section 2 of this
Agreement, to guarantee the accuracy of the representations made by the
Company and the performance by the Company of each of its obligations under
this Agreement, including particularly the obligations of the Company under
Section 8 of this Agreement.
XXXXXXX XXXXX MORTGAGE COMPANY
By: Xxxxxxx Sachs Real Estate Funding
Corp., its General Partner
By: /s/ Xxxxx Xxxx
--------------------------------
Name: Xxxxx Xxxx
Title: Vice President
SCHEDULE I
Approximate Initial Security
Principal Balance/Notional Certificate Ratings
Class of Certificates Amount Rate (S&P/Xxxxx'x)
---------------------- --------------------------------- --------------- ------------------------
---------------------- --------------------------------- --------------- ------------------------
Class A1 $74,707,000 1 AAA/Aaa
Class A2-A $141,000,000 2 AAA/Aaa
Class A2-B $65,700,000 3 AAA/Aaa
Class A2-C $83,683,000 4 AAA/Aaa
Class A3 $80,312,000 5 AAA/Aaa
Class X2 $290,383,000 0 XXX/Xxx
(Xxxxxxxx Xxxxxx)
Class X3 $80,312,000 0 XXX/Xxx
(Xxxxxxxx Xxxxxx)
Class B1 $6,231,000 8 AA/Aa2
Class B2 $4,154,000 8 A/A2
Class B3 $1,846,000 8 BBB/Baa2
Class B4 $1,385,000 8 BB/Ba2
Class B5 $692,000 8 B/B2
Class B6 $1,847,316 8 NR*
Class R1 $100 9 AAA/NR*
Class R2 $100 9 AAA/NR*
Class R3 $100 9 AAA/NR*
* NR: Not Rated
(1) The rate at which interest will accrue stated as a rate per annum (the "Certificate Rate")
on the Class A1 Certificates will equal the weighted average of the mortgage interest
rates on the Group 1 loans (as of the second preceding Due Date) less the per annum rates
at which each of the servicing fee and the trustee fee are calculated (the "Group 1
Weighted Average Net Rate") which for the initial distribution date will equal
approximately 5.993%.
(2) For the initial Distribution Date, the Certificate Rate on the Class A2-A Certificates
will equal 3.286%. For each Distribution Date on or before January 2007, the Certificate
Rate on these certificates will equal the lesser of (x) 3.286% and (y) the weighted
average of the mortgage interest rates on the Group 2 loans (as of the second preceding
Due Date) less the per annum rates at which each of the servicing fee and the trustee fee
are calculated (the "Group 2 Weighted Average Net Rate"). For the Distribution Date in
February 2007 and thereafter, the Certificate Rate on the Class A2-A Certificates will
equal the Group 2 Weighted Average Net Rate.
(3) For the initial Distribution Date, the Certificate Rate on the Class A2-B Certificates
will equal 5.141%. For each Distribution Date on or before January 2007, the Certificate
Rate on these certificates will equal the lesser of (x) 5.141% and (y) the Group 2
Weighted Average Net Rate. For the Distribution Date in February 2007 and thereafter, the
Certificate Rate on the Class A2-B Certificates will equal the Group 2 Weighted Average
Net Rate.
(4) For the initial Distribution Date, the Certificate Rate on the Class A2-C Certificates
will equal 5.933%. For each Distribution Date on or before January 2007, the Certificate
Rate on these certificates will equal the lesser of (x) 5.933% and (y) the Group 2
Weighted Average Net Rate. For the Distribution Date in February 2007 and thereafter, the
Certificate Rate on the Class A2-C Certificates will equal the Group 2 Weighted Average
Net Rate.
(5) For the initial Distribution Date, the Certificate Rate on the Class A3 Certificates will
equal 5.950%. For each Distribution Date on or before November 2008, the Certificate Rate
on these certificates will equal the lesser of (x) 5.950% and (y) the weighted average of
the mortgage interest rates on the Group 3 loans (as of the second preceding Due Date)
less the per annum rates at which each of the servicing fee and the trustee fee are
calculated (the "Group 3 Weighted Average Net Rate"). For the Distribution Date in
December 2008 and thereafter, the Certificate Rate on these certificates will equal the
Group 3 Weighted Average Net Rate.
(6) The approximate Certificate Rate for the first Distribution Date is stated as one-twelfth
of a percentage of the aggregate Certificate Balance of the Class A2-A, Class A2-B and
Class A2-C Certificates (the "Notional Amount" for the Class X2 Certificates). Except for
the first period where the rate is approximately 1.329% for Class X2 Certificates, on each
Distribution Date, the Class X2 Certificates will be entitled to receive (i) the excess,
if any, of the Group 2 Weighted Average Net Rate over the Class A2-A Certificate Rate,
(ii) the excess, if any, of the Group 2 Weighted Average Net Rate over the Class A2-B
Certificate Rate, and (iii) the excess, if any, of the Group 2 Weighted Average Net Rate
over the Class A2-C Certificate Rate, in each case, multiplied by the Certificate Balance
of such class multiplied by one-twelfth.
(7) The approximate Certificate Rate for the first Distribution Date is stated as one-twelfth
of a percentage of the aggregate Certificate Balance of the Class A3 Certificates (the
Notional Amount for the Class X3 Certificates). On each Distribution Date, the Class X3
Certificates will be entitled to receive the excess, if any, of one-twelfth of the Group 3
Weighted Average Net Rate over one-twelfth of the Class A3 Certificate Rate multiplied by
the Certificate Balance of such class.
(8) For the initial Distribution Date, the Certificate Rate on these certificates will equal
approximately 6.008%. On each Distribution Date thereafter, the Certificate Rate on these
certificates will equal the Class B Certificate Rate.
(9) The Certificate Rate will equal the Weighted Average Net Rate which for the initial
Distribution Date will equal approximately 6.010%.
SCHEDULE II
Purchase Price
GSR 2002-1 Security Level Information
Class CUSIP Security Balance Price Proceeds
A1 36229R AU 3 74,745,000.00 101.913455% 76,175,211.94
A2-A 36229R AV 1 141,000,000.00 100.000501% 141,000,706.41
A2-B 36229R AW 9 65,300,000.00 100.001767% 65,301,153.85
A2-C 36229R AX 7 83,770,000.00 100.001484% 83,771,243.15
A3 36229R AY 5 80,321,000.00 100.344828% 80,597,969.30
X2 36229R AZ 2 290,070,000.00 1.603781% 4,652,087.55
X3 36229R BA 6 80,321,000.00 0.121062% 97,238.21
B1 36229R BB 4 6,227,000.00 97.677743% 6,082,393.06
X0 00000X XX 2 4,152,000.00 96.245378% 3,996,108.09
B3 36229R BD 0 1,845,000.00 94.247677% 1,738,869.64
R1 36229R BE 8 100.00 100.000000% 100.00
R2 36229R BF 5 100.00 100.000000% 100.00
R3 36229R BG 3 100.00 100.000000% 100.00
========================================================================================================
WA/Tot 457,360,300.00 101.323460% 463,413,281.19