GSR Mortgage Loan Trust 2006-Oa1 Sample Contracts

AMENDED AND RESTATED SERVICING AGREEMENT between INDYMAC BANK, F.S.B. (Servicer) and GOLDMAN SACHS MORTGAGE COMPANY (Owner) Dated as of November 1, 2005 Fixed & Adjustable-Rate First Lien Residential Mortgage Loans
Servicing Agreement • September 11th, 2006 • GSR Mortgage Loan Trust 2006-Oa1 • Asset-backed securities • New York

THIS SERVICING AGREEMENT (this "Agreement") dated as of November 1, 2005, is by and between INDYMAC BANK, F.S.B., in its capacity as servicer (the “Servicer"), and GOLDMAN SACHS MORTGAGE COMPANY, and its successors and assigns, as owner (the "Owner").

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SECOND AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT between AMERICAN HOME MORTGAGE CORP., as Seller, AMERICAN HOME MORTGAGE SERVICING, INC., as Servicer, and GOLDMAN SACHS MORTGAGE COMPANY, as Purchaser Dated as of May 1, 2006...
Mortgage Loan Sale and Servicing Agreement • September 11th, 2006 • GSR Mortgage Loan Trust 2006-Oa1 • Asset-backed securities • New York

THIS SECOND AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT (the “Agreement”), dated as of May 1, 2006 is hereby executed by and between GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (the “Purchaser”), and AMERICAN HOME MORTGAGE CORP., a New York corporation (the “Seller”) and American Home Mortgage Servicing, Inc., a Maryland corporation (the “Servicer”).

AMENDMENT REG AB TO THE MASTER MORTGAGE LOAN PURCHASEAND SERVICING AGREEMENT
Master Mortgage Loan Purchase and Servicing Agreement • September 11th, 2006 • GSR Mortgage Loan Trust 2006-Oa1 • Asset-backed securities

This is Amendment Reg AB (“Amendment Reg AB”), dated as of January 1, 2006 by and between Goldman Sachs Mortgage Company (the “Purchaser”), and Countrywide Home Loans, Inc. (the “Company”) to that certain Master Mortgage Loan Purchase Agreement dated as of July 1, 2004 by and between the Company and the Purchaser and that certain Servicing Agreement dated as of July 1, 2004 by and between Countrywide Home Loans Servicing, LP and the Purchaser (as amended, modified or supplemented, the “Existing Agreement”).

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GOLDMAN SACHS MORTGAGE COMPANY, as Assignor GS MORTGAGE SECURITIES CORP. as Assignee and COUNTRYWIDE HOME LOANS, INC., as Seller Dated as of August 1, 2006
Assignment, Assumption and Recognition Agreement • September 11th, 2006 • GSR Mortgage Loan Trust 2006-Oa1 • Asset-backed securities • New York

This Assignment, Assumption and Recognition Agreement (this “Assignment Agreement”) dated as of August 1, 2006, among GS Mortgage Securities Corp., as assignee (the “Assignee”), Goldman Sachs Mortgage Company, a New York limited partnership (the “Assignor”) and Countrywide Home Loans, Inc., as seller (the “Seller”):

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GOLDMAN SACHS MORTGAGE COMPANY, as Assignor GS MORTGAGE SECURITIES CORP. as Assignee and COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer Dated as of August 1, 2006
Assignment, Assumption and Recognition Agreement • September 11th, 2006 • GSR Mortgage Loan Trust 2006-Oa1 • Asset-backed securities • New York

This Assignment, Assumption and Recognition Agreement (this “Assignment Agreement”) dated as of August 1, 2006, among GS Mortgage Securities Corp., as assignee (the “Assignee”), Goldman Sachs Mortgage Company, a New York limited partnership (the “Assignor”) and Countrywide Home Loans Servicing LP, as servicer (the “Servicer”):

SERVICING AGREEMENT between COUNTRYWIDE HOME LOANS SERVICING LP (Servicer) and GOLDMAN SACHS MORTGAGE COMPANY (Owner) Dated as of July 1, 2004 Fixed & Adjustable-Rate First Lien Residential Mortgage Loans
Servicing Agreement • September 11th, 2006 • GSR Mortgage Loan Trust 2006-Oa1 • Asset-backed securities • New York

THIS SERVICING AGREEMENT (this “Agreement”) dated as of July 1, 2004, is by and between COUNTRYWIDE HOME LOANS SERVICING LP, in its capacity as servicer

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GS MORTGAGE SECURITIES CORP., as Assignor DEUTSCHE BANK NATIONAL TRUST COMPANY, as Assignee COUNTRYWIDE HOME LOANS, INC., as Seller, and COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer and as...
Assignment, Assumption and Recognition Agreement • September 11th, 2006 • GSR Mortgage Loan Trust 2006-Oa1 • Asset-backed securities • New York

To provide the Servicer with a form for the calculation of any Realized Loss (or gain) as a result of a Mortgage Loan having been foreclosed and Liquidated.

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GS MORTGAGE SECURITIES CORP., as Assignor DEUTSCHE BANK NATIONAL TRUST COMPANY, as Assignee and INDYMAC BANK, F.S.B., as Seller and Servicer and as acknowledged by WELLS FARGO BANK, N.A., as...
Assignment, Assumption and Recognition Agreement • September 11th, 2006 • GSR Mortgage Loan Trust 2006-Oa1 • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment Agreement”) dated as of August 1, 2006, is among IndyMac Bank, F.S.B., as servicer and seller (the “Seller” or “Servicer”, as the case may be), Deutsche Bank National Trust Company, not in its individual capacity, but solely as trustee on behalf of GSR Mortgage Loan Trust 2006-OA1 (the “Assignee”), and GS Mortgage Securities Corp., a Delaware corporation (the “Assignor” or the “Depositor”), and is acknowledged by Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”).

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GOLDMAN SACHS MORTGAGE COMPANY, as Assignor GS MORTGAGE SECURITIES CORP., as Assignee and INDYMAC BANK, F.S.B., as Seller and Servicer Dated as of August 1, 2006
Assignment, Assumption and Recognition Agreement • September 11th, 2006 • GSR Mortgage Loan Trust 2006-Oa1 • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment Agreement”) dated as of August 1, 2006, is among IndyMac Bank, F.S.B., as servicer and seller (the “Seller”), GS Mortgage Securities Corp., as assignee (the “Assignee”) and Goldman Sachs Mortgage Company, as assignor (the “Assignor”).

GSR MORTGAGE LOAN TRUST 2006-OA1 MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-OA1 MASTER SERVICING and TRUST AGREEMENT among GS MORTGAGE SECURITIES CORP., as Depositor, WELLS FARGO BANK, N.A., as Securities Administrator and Master Servicer and...
Trust Agreement • September 11th, 2006 • GSR Mortgage Loan Trust 2006-Oa1 • Asset-backed securities • New York

This MASTER SERVICING AND TRUST AGREEMENT dated as of August 1, 2006, as supplemented by the Standard Terms to Master Servicing and Trust Agreement (August 2006 Edition) (collectively, the “Trust Agreement” or this “Agreement”), is hereby executed by and among GS MORTGAGE SECURITIES CORP., a Delaware corporation (the “Depositor”), DEUTSCHE BANK NATIONAL TRUST COMPANY (“Deutsche Bank”), as trustee (in such capacity, the “Trustee”) and as custodian (in such capacity, the “Custodian”) and WELLS FARGO BANK, N.A. (“Wells Fargo”), as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”).

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GOLDMAN SACHS MORTGAGE COMPANY, as Assignor GS MORTGAGE SECURITIES CORP., as Assignee AMERICAN HOME MORTGAGE CORP., as Seller and AMERICAN HOME MORTGAGE SERVICING, INC., as Servicer Dated as of...
Assignment, Assumption and Recognition Agreement • September 11th, 2006 • GSR Mortgage Loan Trust 2006-Oa1 • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made as of the 1st day of August, 2006 (this “Assignment Agreement”), is among AMERICAN HOME MORTGAGE SERVICING, INC., as servicer (the “Servicer”), AMERICAN HOME MORTGAGE CORP., as seller (the “Seller”), GS MORTGAGE SECURITIES CORP., as assignee (the “Assignee”), and GOLDMAN SACHS MORTGAGE COMPANY, as assignor (“GSMC” or the “Assignor”).

STANDARD TERMS TO MASTER SERVICING AND TRUST AGREEMENT GS Mortgage Securities Corp. Depositor GSR Mortgage Loan Trust 2006-OA1 Mortgage Pass-Through Certificates, Series 2006-OA1 August 2006 Edition
Master Servicing and Trust Agreement • September 11th, 2006 • GSR Mortgage Loan Trust 2006-Oa1 • Asset-backed securities

GS Mortgage Securities Corp. (the “Depositor”), a trustee (together with its successors and assigns, the “Trustee”), a securities administrator (together with its successors and assigns, the “Securities Administrator”), one or more custodians (each, together with its successors and assigns, a “Custodian” and collectively, the “Custodians”), and a master servicer (together with its successors and assigns, the “Master Servicer”) identified in the Trust Agreement (as defined below), have entered into the Trust Agreement that provides for the issuance of mortgage pass-through certificates (the “Certificates”) that in the aggregate evidence the entire interest in Mortgage Loans or certificates or securities evidencing an interest therein and other property conveyed to the Trust Fund created by such Trust Agreement. These Standard Terms are a part of, and are incorporated by reference into, the Trust Agreement.

Contract
Assignment, Assumption and Recognition Agreement • September 11th, 2006 • GSR Mortgage Loan Trust 2006-Oa1 • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT dated as of August 24, 2006 (this “Agreement”), is among Goldman Sachs Mortgage Company (the “Assignor”), GS Mortgage Securities Corp. (the “Assignee”) and Avelo Mortgage, L.L.C. (the “Company” or the “Servicer”).

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