EXECUTION VERSION
FIRST AMENDMENT TO MORTGAGE
LOAN PURCHASE AGREEMENT
This First Amendment to Mortgage Loan Purchase
Agreement (the “ Amendment ”) is made and
entered into as of October 1, 2004 by and among Goldman Sachs
Mortgage Company, a New York limited partnership, as purchaser (the
“ Purchaser ”), and Washington Mutual Bank, FA,
a savings association organized under the laws of the United
States, Washington Mutual Bank fsb, a savings bank organized under
the laws of the United States and Washington Mutual Bank, a
Washington state chartered stock savings bank, as sellers (each, a
“ Seller ” and, collectively, the “
Sellers ”).
RECITALS
WHEREAS , pursuant to the terms and conditions of the
that certain Mortgage Loan Purchase Agreement by and among the
Purchaser and the Sellers, dated as of December 1, 2003 (the
“ Purchase Agreement ”), the Purchaser has
agreed to purchase from time to time, and the Sellers have agreed
to sell from time to time, certain residential, first-lien Mortgage
Loans (as defined in the Purchase Agreement); and
WHEREAS , the Purchaser and the Sellers desire to amend
the Purchase Agreement with respect to the terms applicable to
Mortgage Loans purchased on or after the date of this
Amendment;
NOW, THEREFORE , and in consideration of other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
AGREEMENT
1. Amendment to Article I . The definitions of “ Indemnified
Party ” and “ Repurchase Price ” in
Article I of the Purchase Agreement are hereby amended to read in
their entirety as follows:
“Indemnified Party : As defined in Exhibit C
attached hereto . ”
“Repurchase Price : With respect to any Mortgage Loan, unless
otherwise specified in the related Commitment Letter, an amount
equal to the sum of (a) (i) if such repurchase occurs during the
first twelve months following the related Closing Date, (A) the
Unpaid Principal Balance of such Mortgage Loan, multiplied by (B)
the Purchase Price Percentage, and (ii) if such repurchase occurs
after the first twelve months following the related Closing Date or
after such Mortgage Loan has been subject to a Pass-Through
Transfer, the Unpaid Principal Balance of such Mortgage Loan, plus
(b) the amount of interest on such Unpaid Principal Balance at the
applicable Net Rate, from the date to which interest has last been
paid and distributed to the Purchaser, to and including the last
day of the month in which such repurchase occurs, plus (c) any
costs and damages (including, without limitation, late fees)
actually incurred and paid by or on behalf of the trust in the
applicable Pass-Through Transfer in connection with the fact that
such Mortgage Loan at the time it was made failed to comply in all
material respects with applicable federal, state or local predatory
and abusive lending laws, to the extent such costs and damages
result from
