GS MORTGAGE SECURITIES CORP. MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-FFB-SS FFMLT 2007-FFB-SS
GS
MORTGAGE SECURITIES CORP.
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2007-FFB-SS
FFMLT
2007-FFB-SS
Dated
as
of April 11, 2007
Xxxxxxx,
Xxxxx & Co.
00
Xxxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Ladies
and Gentlemen:
GS
Mortgage Securities Corp. (the “Company”)
proposes to cause FFMLT 2007-FFB-SS (the “Trust”)
to issue its Mortgage Pass-Through Certificates, Series 2007-FFB-SS (the
“Certificates”),
pursuant to a Pooling and Servicing Agreement, dated as of April 1, 2007
(the
“Pooling
and Servicing Agreement”),
by and among the Company, as depositor, Home
Loan
Services, Inc., as
servicer (the “Servicer”)
and Deutsche
Bank National Trust Company, as trustee (in such capacity, the “Trustee”)
and
custodian
(in such capacity, the “Custodian”),
and proposes to sell to Xxxxxxx, Sachs & Co. (the “Underwriter”)
the Certificates specified on Schedule I hereto pursuant to this Underwriting
Agreement (the “Agreement”).
The Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class
M-7
Certificates identified on Schedule I hereto are the “Publicly
Offered Certificates.”
The Publicly Offered Certificates and the Class M-6, Class X, Class X-1,
Class R
and Class P 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”)
purchased certain mortgage loans (the “Mortgage
Loans”)
from
National City Bank (“Nat
City Bank”),
pursuant to that certain Mortgage Loan Purchase and Warranties Agreement,
dated
as of December 18, 2006 (the “Purchase
Agreement”),
between GSMC and Nat City Bank.
The
Company will acquire the Mortgage Loans from GSMC, pursuant to a Xxxx of
Sale,
to be dated as of April 26, 2007 (the “Xxxx
of Sale”),
between the Company and GSMC.
At
or prior to the time when sales to investors of the Publicly Offered
Certificates were first made (the “Time of Sale”), the Company had
prepared the following information (collectively, the “Time of Sale
Information”): the FFMLT 2007-FFB-SS Free Writing Prospectus dated April 11,
2007 (the “Preliminary Free Writing Prospectus”), the FFMLT 2007-FFB-SS
Term Sheet dated April 11, 2007 (the “Term Sheet”) and any other
“free-writing prospectus” (as defined pursuant to Rule 405 under the Act (as
defined herein)) (a “Free Writing Prospectus”) listed on Schedule IV
hereto. If, subsequent to the date of this Agreement, the Company and the
Underwriter have determined that such information included an untrue statement
of material fact or omitted to state a material fact necessary in order to
make
the statements therein, in the light of the circumstances under which they
were
made, not misleading and have terminated their old purchase contracts and
entered into new purchase contracts with purchasers of the Publicly Offered
Certificates, then “Time of Sale Information” will refer to the information
available to purchasers at the time of entry into the first such new purchase
contract, including any information that corrects such material misstatements
or
omissions (“Corrective Information”).
Certain
Mortgage Loan documents, including the mortgage notes and mortgages, will
be
held by the Trustee pursuant to the Pooling and Servicing Agreement. The
Publicly Offered Certificates are described more fully in Schedule I hereto
and
in the Time of Sale Information and the Prospectus (as defined herein).
Capitalized terms used but not defined herein shall have the meanings given
to
them in the Pooling and Servicing Agreement.
1.
The Company represents and warrants to, and agrees with, the Underwriter
that:
(a)
A registration statement on Form S-3 (Commission File No. 333-139817), 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”),
has
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 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 Underwriter 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; 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
Underwriter for use in the Registration Statement and the
Prospectus;
(d)
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; 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 Underwriter for use
in
the Prospectus;
(e) The
Time of Sale Information, at the Time of Sale did not, and at the Closing
Date
will not, contain any untrue statement of a material fact or omit to state
a
material fact necessary in order to make the statements therein, in the light
of
the circumstances under which they were made, not misleading; provided that
the
Company makes no representation or warranty with respect to any statements
or
omissions made in reliance upon and in conformity with information relating
to
the Underwriter furnished to the Company in writing by the Underwriter expressly
for use in such Time of Sale Information;
(f) Other
than the Preliminary Free Writing Prospectus and the Prospectus, the Company
(including its agents and representatives other than the Underwriter in its
capacity as such) has not made, used, prepared, authorized, approved or referred
to and will not make, use, prepare, authorize, approve or refer to any “written
communication” (as defined in Rule 405 under the Act) that constitutes an offer
to sell or solicitation of an offer to buy the Publicly Offered Certificates
other than (i) the Term Sheet (the Term Sheet and each such communication
by the
Company or its agents and representatives that constitutes an “issuer free
writing prospectus”, as defined in Rule 433(h) under the Act (other than a
communication referred to in clause (ii) below), an “Issuer Free Writing
Prospectus”), (ii) any document not constituting a prospectus pursuant to
Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (iii) the documents
listed on Schedule IV hereto and other written communication approved in
writing
in advance by the Underwriter. Each such Issuer Free Writing Prospectus complied
in all material respects with the Act, has been filed in accordance with
Section
11 (to the extent required thereby) and did not at the Time of Sale, and
at the
Closing Date will not, contain any untrue statements of a material fact or
(when
read in conjunction with the other Time of Sale Information) omit to state
a
material fact necessary in order to make the statements therein, in the light
of
the circumstances under which they were made, not misleading; provided that
the
Company makes no representation and warranty with respect to any statements
or
omissions made in reliance upon and in conformity with information relating
to
the Underwriter furnished to the Company in writing by the Underwriter expressly
for use in any Issuer Free Writing Prospectus;
(g) Since
the date as of which information is given in the Time of Sale Information
or 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 Time of Sale Information or the Prospectus;
(h) 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 Time of Sale Information and the
Prospectus;
(i)
At
the
Time of Delivery (as defined in Section 4 hereof), the Pooling and Servicing
Agreement and Xxxx of Sale 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;
(j) When
the Certificates are issued, executed, authenticated and delivered pursuant
to
this Agreement and the Pooling and Servicing Agreement, the Certificates
will
have been duly authorized, executed, authenticated, issued and delivered
and
will be entitled to the benefits of the Pooling and Servicing Agreement;
and the
Certificates and the Pooling and Servicing Agreement will conform to the
descriptions thereof in the Time of Sale Information and the
Prospectus;
(k)
The
issue
and sale of the Certificates, the compliance by the Company with all of the
provisions of this Agreement, the Pooling and Servicing Agreement and the
Xxxx
of Sale 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 Publicly Offered Certificates or the
consummation by the Company of the other transactions contemplated by this
Agreement, the Pooling and Servicing Agreement or the Xxxx of Sale 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 Publicly Offered Certificates by the Underwriter;
(l) The
statements set forth in the Prospectus 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;
(m) Other
than as set forth or contemplated in the Time of Sale Information or 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;
(n) 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 Pooling and Servicing
Agreement and at the Time of Delivery will have duly authorized such assignment
and delivery to the Trustee by all necessary action;
(o)
Any
taxes, fees and other governmental charges in connection with the execution,
delivery and performance of this Agreement, the Pooling and Servicing Agreement,
Xxxx of Sale and the Publicly Offered Certificates will have been paid at
or
prior to the Time of Delivery;
(p)
At
the
Time of Delivery, the Mortgage Loans will have been duly and validly assigned
and delivered by the Company to the Trustee;
(q)
The Company is not, and on the date on which the first bona fide offer of
the
Publicly Offered Certificates is made will not be, an “ineligible issuer”, as
defined in Rule 405 under the Act;
(r)
The
Trust
created by the Pooling and Servicing 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”);
and
(s)
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.
2.
The Underwriter represents and warrants to, and agrees with, the Company,
that:
(a)
In relation to each Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a “Relevant
Member State”),
the
Underwriter has not made and will not make an offer of Certificates to the
public in that Relevant Member State prior to the publication of a prospectus
in
relation to the Publicly Offered Certificates which has been approved by
the
competent authority in that Relevant Member State or, where appropriate,
approved in another Relevant Member State and notified to the competent
authority in that Relevant Member State, all in accordance with the Prospectus
Directive, except that it may, with effect from and including the relevant
implementation date, make an offer of Certificates to the public in that
Relevant Member State at any time:
(A)
to legal entities which are authorized or regulated to operate in the financial
markets or, if not so authorized or regulated, whose corporate purpose is
solely
to invest in securities;
(B)
to any legal entity which has two or more of (1) an average of at least 250
employees during the last financial year; (2) a total balance sheet of more
than
€43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in
its last annual or consolidated accounts; or
(C)
in any other circumstances which do not require the publication by the issuer
of
a prospectus pursuant to Article 3 of the Prospectus Directive.
For
the
purposes of this provision, the expression an “offer of Certificates to the
public” in relation to any certificates in any Relevant Member State means the
communication in any form and by any means of sufficient information on the
terms of the offer and the Certificates to be offered so as to enable an
investor to decide to purchase or subscribe the Certificates, as the same
may be
varied in that Member State by any measure implementing the Prospectus Directive
in that Member State and the expression “Prospectus
Directive”
means
the European Commission Directive 2003/71/EC and includes any relevant
implementing measure in each Relevant Member State.
(b)
The Underwriter has only communicated or caused to be communicated and will
only
communicate or cause to be communicated an invitation or inducement to engage
in
investment activity (within the meaning of Section 21 of the United Kingdom
Financial Services and Markets Xxx 0000 (the “FSMA”))
received by it in connection with the issue or sale of the Certificates in
circumstances in which Section 21(1) of the FSMA does not apply to the
issuer.
(c)
The Underwriter has complied and will comply with all applicable provisions
of
the FSMA with respect to anything done by it in relation to the Certificates
in,
from or otherwise involving the United Kingdom.
3.
Subject to the terms and conditions herein set forth, the Company agrees
to sell
to the Underwriter, and the Underwriter agrees to purchase from the Company,
at
a purchase price determined in accordance with Schedule II hereto, the principal
amount of the Publicly Offered Certificates. Upon the authorization by you
of
the release of the Publicly Offered Certificates, the Underwriter proposes
to
offer the Publicly Offered Certificates for sale to the public (which may
include selected dealers) upon the terms and conditions set forth in the
Time of
Sale Information and the Prospectus.
4.
(a)
The
Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class
M-7
Certificates to be purchased by the Underwriter 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
Underwriter, against payment by or on behalf of the Underwriter 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 Underwriter
at
DTC. The Company will cause the certificates representing such Certificates
to
be made available to the Underwriter for checking at least twenty-four hours
prior to the Time of Delivery at an office designated by the Underwriter
(the
“Designated
Office”).
The
time and date of such delivery and payment shall be 10:00 a.m., New York
City
time, on April
26, 2007,
or such
other time and date as the Underwriter and the Company may agree upon in
writing. Such time and date are herein called the “Time
of Delivery”
and
such date is herein called the “Closing
Date.”
(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
Publicly Offered Certificates and any additional documents requested by the
Underwriter pursuant to Section 7(k) hereof, will be delivered at the offices
of
Xxxxxxx Xxxxxxxx & Xxxx llp
(“TPW”)
at Two
World Financial Center, New York, New York 10281 (the “Closing
Location”),
and
the Publicly Offered 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 Underwriter:
(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, and,
subject to Section 11, to file any Issuer Free Writing Prospectus to the
extent
required by Rule 433 under the Act. The Company will advise the Underwriter
promptly of any such filing pursuant to Rule 424(b) or Rule 433;
(b)
To make no amendment or any supplement to the Registration Statement or the
Prospectus as amended or supplemented, or to prepare, use, authorize, approve,
refer to or file any Issuer Free Writing Prospectus, in each case prior to
the
Closing Date, without furnishing the Underwriter with a copy of the proposed
form thereof and providing the Underwriter with a reasonable opportunity
to
review the same; and during such same period to advise the Underwriter, 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 or any such Issuer Free Writing Prospectus has
been
prepared, used, authorized, approved, referred to or filed, of the issuance
of
any stop order by the Commission, of the suspension of the qualification
of any
of the Publicly Offered 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 an Issuer Free Writing Prospectus
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 relating to the Publicly Offered 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 Underwriter may reasonably
request in order to qualify the Publicly Offered Certificates for offering
and
sale under the securities laws of such states as the Underwriter 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 Underwriter’s expense;
(d)
To furnish the Underwriter with copies of the Registration Statement (including
exhibits) and copies of the Prospectus and each Issuer Free Writing Prospectus
as amended or supplemented in such quantities as the Underwriter 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 shall be
at the
time required by law (or required to be delivered but for Rule 172 under
the
Act) in connection with sales of any Publicly Offered Certificates, either
(i)
any event shall have occurred as a result of which the Prospectus or an Issuer
Free Writing Prospectus, as the case may be, 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, as amended or
supplemented, or an Issuer Free Writing Prospectus, as the case may be, to
notify the Underwriter and upon its request to prepare and furnish without
charge to the Underwriter and to any dealer in securities as many copies
as the
Underwriter may from time to time reasonably request an amendment or a
supplement to the Prospectus or an Issuer Free Writing Prospectus, as the
case
may be, which will correct such statement or omission or effect such compliance;
and in case the Underwriter is required by law to deliver a prospectus in
connection with sales of any of such Publicly Offered Certificates at any
time
six months or more after the Closing Date, upon the Underwriter’s request, but
at its own expense, to prepare and deliver to the Underwriter as many copies
as
the Underwriter may request of an amended or supplemented prospectus complying
with the Act;
(e) The
Company will, pursuant to reasonable procedures developed in good faith,
retain
copies of each Issuer Free Writing Prospectus that is not filed with the
Commission in accordance with Rule 433 under the Act.
(f)
To
make
generally available upon request to Holders of the Publicly Offered 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;
(g)
So
long
as any of the Publicly Offered Certificates are outstanding, to furnish the
Underwriter copies of all reports or other communications (financial or other)
furnished to Holders of Certificates, and to deliver to the Underwriter 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 Pooling and Servicing Agreement and the Xxxx
of
Sale; and (iii) such additional information concerning the business and
financial condition of the Company or the Trust as the Underwriter may from
time
to time reasonably request; and
(h)
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 Underwriter that the Company will
pay
or cause to be paid the following: (i) the Commission’s filing fees with respect
to the Publicly Offered Certificates; (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 Underwriter and dealers; (iii) the cost of printing
or
producing this Agreement, the Pooling and Servicing 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 Publicly Offered Certificates;
(iv)
all expenses in connection with the qualification of the Publicly Offered
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
Underwriter in connection with such qualification and in connection with
the
Blue Sky Supplement; (v) any fees charged by securities rating services for
rating the Certificates; (vi) the cost of preparing the Certificates; (vii)
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 Pooling
and
Servicing Agreement and the Certificates; (viii) any cost incurred in connection
with the designation of the Certificates for trading in PORTAL; and (ix)
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 12 hereof, the Underwriter will pay all of its own
costs
and expenses, including the fees of its counsel, transfer taxes on resale
of any
of the Publicly Offered Certificates by it and any advertising expenses
connected with any offers it may make.
7.
The obligations of the Underwriter hereunder shall be subject, in its
discretion, to the condition that all representations and warranties and
other
statements of the Company herein are, at and as of the Time of Delivery,
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 Pooling and Servicing Agreement, the Xxxx of Sale and all of the other
agreements identified in such agreements shall have been duly entered into
by
all of the respective parties;
(b)
TPW, counsel to the Company, shall have furnished to the Underwriter its
written
opinions, dated the Time of Delivery, in form and substance satisfactory
to the
Underwriter;
(c)
In-house counsel for the Company shall have furnished to the Underwriter
a
written opinion, dated the Time of Delivery, in form and substance satisfactory
to the Underwriter;
(d)
Counsel for the Servicer satisfactory to the Underwriter shall have furnished
to
the Underwriter its written opinion, dated the Time of Delivery, in form
and
substance satisfactory to the Underwriter and counsel for the
Underwriter;
(e)
Counsel for the Trustee satisfactory to the Underwriter shall have furnished
to
the Underwriter its written opinion, dated as of the Time of Delivery, in
form
and substance satisfactory to the Underwriter and counsel for the
Underwriter;
(f)
The independent accountants of the Company or other accountants acceptable
to
the Underwriter shall have furnished to the Underwriter 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 Underwriter may reasonably request and
in
form and substance satisfactory to the Underwriter;
(g)
(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 Time of Sale Information or 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 Time of Sale Information or the
Prospectus as amended prior to the Time of Delivery, and (ii) since the
respective dates as of which information is given in the Time of Sale
Information or 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 Time of
Sale
Information or 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 Underwriter so material and adverse as to make it impracticable
or inadvisable to proceed with the offering or the delivery of the Publicly
Offered Certificates on the terms and in the manner contemplated in the Time
of
Sale Information or the Prospectus as first amended or
supplemented;
(h)
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;
(i)
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 any material disruption in commercial banking or securities settlement
or
clearance services in the United States; 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; or (iv) the occurrence of any other calamity
or
crisis or any change in the financial, political or economic conditions in
the
United States or elsewhere, if the effect of any such event specified in
clause
(iii) or (iv) in the judgment of the Underwriter makes it impracticable or
inadvisable to proceed with the public offering or the delivery of the Publicly
Offered Certificates on the terms and in the manner contemplated in the
Time
of Sale Information or the Prospectus;
(j)
The Company shall have furnished or caused to be furnished to the Underwriter
at
the Time of Delivery certificates of its officers satisfactory to the
Underwriter 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 Underwriter may reasonably request;
(k)
The Underwriter shall have received evidence satisfactory to it that the
Publicly Offered 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;
(l)
All opinions, certificates and other documents incident to, and all proceedings
in connection with the transactions contemplated by, this Agreement, the
Xxxx of
Sale and the Pooling and Servicing Agreement shall be satisfactory in form
and
substance to the Underwriter and its special counsel; and
(m)
The Registration Statement shall be 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; and
(n)
The Policy, for the benefit of the Class A Certificateholders, shall have
been
issued by XL Capital Assurance Inc..
The
Underwriter 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 Underwriter 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 Underwriter against
any
losses, claims, damages or liabilities, joint or several, to which the
Underwriter 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 (1) an untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
or
Prospectus as amended or supplemented or any other offering material relating
to
the Publicly Offered Certificates, or any amendment or supplement thereto,
or in
any static pool information, 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 Underwriter for any legal or other expenses reasonably incurred by the
Underwriter in connection with investigating or defending any such action
or
claim, or (2) any untrue statement or alleged untrue statement of a material
fact contained in the Time of Sale Information or any Issuer Information
(as
defined in Section 11(b)) contained in any Free Writing Prospectus prepared
by
or on behalf of the Underwriter (an “Underwriter Free Writing
Prospectus”) or contained in any Free Writing Prospectus which is required
to be filed pursuant to Section 11(e)(iii) or Section 11(h), or the omission
or
alleged omission to state a material fact required to make the statements
therein (when read in conjunction with the other Time of Sale Information),
in
light of the circumstances under which they were made, not misleading, which
was
not corrected by Corrective Information subsequently supplied by the Company
to
the Underwriter at any time prior to the Time of Sale, except insofar as
such
losses, claims, damages or liabilities arise out of, or are based upon, any
untrue statement or omission or alleged untrue statement or omission made
in
reliance upon and in conformity with (i) information with respect to which
each
Underwriter has agreed to indemnify the Company pursuant to Section 8(b);
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 Underwriter expressly
for
use in the Registration Statement, any Time of Sale Information, any Issuer
Free
Writing Prospectus or Prospectus.
(b)
The Underwriter 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, any Issuer Free Writing Prospectus, any Time of Sale
Information or Prospectus as amended or supplemented or any other offering
material relating to the Publicly Offered 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 (i) in any such document
in
reliance upon and in conformity with written information furnished to the
Company by the Underwriter expressly for use therein; and will reimburse
the
Company for any legal or other expenses reasonably incurred by the Company
in
connection with investigating or defending any such action or claim as such
expenses are incurred, or (ii) in any Underwriter Free Writing Prospectus
(in
the case of an omission or an alleged omission, when read in conjunction
with
the Time of Sale Information); provided, that the Underwriter shall not be
obligated to so indemnify and hold harmless (A) with respect to information
that
is also contained in the Time of Sale Information or (B) to the extent such
losses, claims, damages or liabilities are caused by a misstatement or omission
resulting from an error or omission in the Issuer Information to the Underwriter
which was not corrected by Corrective Information subsequently supplied by
the
Company to the Underwriter at any time prior to the Time of Sale.
(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 Underwriter on the other from the offering
of
the Publicly Offered 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 Underwriter 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 Underwriter 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 Underwriter. 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 Underwriter 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 Underwriter 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 Underwriter shall not be required to contribute any amount
in excess of the amount by which the total price at which the Publicly Offered
Certificates underwritten by it and distributed to the public were offered
to
the public exceeds the amount of any damages which the Underwriter 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 Underwriter
within the meaning of the Act; and the obligations of the Underwriter with
respect to any Publicly Offered Certificates under this Section 8 shall be
in
addition to any liability which the Underwriter 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 Underwriter 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 Underwriter or any controlling person
of the
Underwriter, or the Company, or any officer or director or controlling person
of
the Company and shall survive delivery of and payment for the Publicly Offered
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 Underwriter’s failure to comply
with its obligations hereunder, the Company will reimburse the Underwriter
for
all out-of-pocket expenses, including fees and disbursements of counsel,
reasonably incurred by the Underwriter in making preparations for the purchase,
sale and delivery of the Publicly Offered Certificates, but the Company shall
be
under no further liability to the Underwriter with respect to such Certificates
except as provided in Section 6 and Section 8 hereof.
11.
(a) Unless preceded or accompanied by a prospectus satisfying the requirements
of Section 10(a) of the Act, the Underwriter shall not convey or deliver
any
written communication to any person in connection with the initial offering
of
the Publicly Offered Certificates, unless such written communication (1)
is made
in reliance on Rule 134 under the Act, (2) constitutes a prospectus satisfying
the requirements of Rule 430B under the Act or (3) constitutes a Free Writing
Prospectus. Without the Company’s prior written consent, the Underwriter shall
not convey or deliver in connection with the initial offering of the Publicly
Offered Certificates any “ABS informational and computational material,” as
defined in Item 1101(a) of Regulation AB under the Act (“ABS Informational
and Computational Material”), in reliance upon Rules 167 and 426 under the
Act.
(b) The Underwriter
shall deliver to the Company, no later than two business days prior to the
date
of first use thereof, (a) any Underwriter Free Writing Prospectus that contains
any “issuer information”, as defined in Rule 433(h) under the Act (“Issuer
Information”), and (b) any Free Writing Prospectus or portion thereof that
contains only a description of the final terms of the Publicly Offered
Certificates. Notwithstanding the foregoing, any Free Writing Prospectus
that
contains only ABS Informational and Computational Materials may be delivered
by
the Underwriter to the Company not later than the later of (a) two business
days
prior to the due date for filing of the Prospectus pursuant to Rule 424(b)
under
the Act or (b) the date of first use of such Free Writing
Prospectus.
(c) The
Underwriter represents and warrants to the Company that the Free Writing
Prospectuses to be furnished to the Company by the Underwriter pursuant to
Section 11(b) will constitute all Free Writing Prospectuses of the type
described therein that were furnished to prospective purchasers of Publicly
Offered Certificates by the Underwriter in connection with its offer and
sale of
the Publicly Offered Certificates.
(d) The
Underwriter represents and warrants to the Company that each Free Writing
Prospectus required to be provided by it to the Company pursuant to Section
11(b), when read together with all other Time of Sale Information, did not,
as
of the Time of Sale, and will not as of the Closing Date, include any untrue
statement of a material fact or omit any material fact necessary to make
the
statements contained therein, in light of the circumstances under which they
were made, not misleading; provided however, that the Underwriter makes no
representation to the extent such misstatements or omissions were the result
of
any inaccurate Issuer Information supplied by the Company to the Underwriter,
which information was not corrected by Corrective Information subsequently
supplied by the Company to the Underwriter prior to the Time of
Sale.
(e) The
Company agrees to file with the Commission the following: (i) any Issuer
Free
Writing Prospectus; (ii) any Free Writing Prospectus or portion thereof
delivered by the Underwriter to the Company pursuant to Section 11(b); and
(iii)
any Free Writing Prospectus for which the Company or any person acting on
its
behalf provided, authorized or approved information that is prepared and
published or disseminated by a person unaffiliated with the Company or any
other
offering participant that is in the business of publishing, radio or television
broadcasting or otherwise disseminating communications.
(f) Any
Free Writing Prospectus required to be filed pursuant to Section 11(e) by
the
Company shall be filed with the Commission not later than the date of first
use
of the Free Writing Prospectus, except that: (i) any Free Writing Prospectus
or
portion thereof required to be filed that contains only the description of
the
final terms of the Publicly Offered Certificates shall be filed by the Company
with the Commission within two days of the later of the date such final terms
have been established for all classes of Publicly Offered Certificates and
the
date of first use; (ii) any Free Writing Prospectus or portion thereof required
to be filed that contains only ABS Informational and Computational Material
shall be filed by the Company with the Commission not later than the later
of
the due date for filing the final Prospectus relating to the Publicly Offered
Certificates pursuant to Rule 424(b) under the Act or two business days after
the first use of such Free Writing Prospectus; (iii) any Free Writing Prospectus
required to be filed pursuant to Section 11(e)(iii) shall, if no payment
has
been made or consideration has been given by or on behalf of the Company
for the
Free Writing Prospectus or its dissemination, be filed by the Company with
the
Commission not later than four business days after the Company becomes aware
of
the publication, radio or television broadcast or other dissemination of
the
Free Writing Prospectus; and (iv) the Company shall not be required to file
(A)
Issuer Information contained in any Free Writing Prospectus of the Underwriter
or any other offering participant other than the Company, if such information
is
included or incorporated by reference in a prospectus or Free Writing Prospectus
previously filed with the Commission that relates to the offering of the
Publicly Offered Certificates, or (B) any Free Writing Prospectus or portion
thereof that contains a description of the Publicly Offered Certificates
or the
offering of the Publicly Offered Certificates which does not reflect the
final
terms thereof.
(g) The
Underwriter shall file with the Commission any Free Writing Prospectus that
is
used or referred to by it and distributed by or on behalf of the Underwriter
in
a manner reasonably designed to lead to its broad, unrestricted dissemination
not later than the date of the first use of such Free Writing
Prospectus.
(h) Notwithstanding
the provisions of Section 11(g), the Underwriter shall file with the Commission
any Free Writing Prospectus for which the Underwriter or any person acting
on
its behalf provided, authorized or approved information that is prepared
and
published or disseminated by a person unaffiliated with the Company or any
other
offering participant that is in the business of publishing, radio or television
broadcasting or otherwise disseminating written communications and for which
no
payment was made or consideration given by or on behalf of the Company or
any
other offering participant, not later than four business days after the
Underwriter becomes aware of the publication, radio or television broadcast
or
other dissemination of the Free Writing Prospectus.
(i) Notwithstanding
the provisions of Sections 11(e) and 11(g), neither the Issuing Entity nor
the
Underwriter shall be required to file any Free Writing Prospectus that does
not
contain substantive changes from or additions to a Free Writing Prospectus
previously filed with the Commission.
(j) The
Company and the Underwriter each agree that any Free Writing Prospectuses
prepared by it shall contain the following legend:
The
depositor has filed a registration statement (including a prospectus) with
the
SEC for the offering to which this communication relates. Before you invest,
you
should read the prospectus in that registration statement and other documents
the depositor has filed with the SEC for more complete information about
the
depositor, the issuing trust and this offering. You may get these documents
for
free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively,
the
depositor, any underwriter or any dealer participating in the offering will
arrange to send you the prospectus if you request it by calling toll-free
0-000-000-0000.
(k) In
the event that the Underwriter becomes aware that, as of the Time of Sale,
any
Issuer Information contained in any Underwriter Free Writing Prospectus and
delivered to a purchaser of a Publicly Offered Certificate was not correctly
reflected in such Underwriter Free Writing Prospectus such that it caused
the
Underwriter Free Writing Prospectus to contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make
the
statements contained therein, in the light of the circumstances under which
they
were made, when read together with all other Time of Sale Information not
misleading (such Free Writing Prospectus, a “Defective Free Writing
Prospectus”), the Underwriter shall notify the Company thereof within one
business day after discovery and shall, if requested by the
Company.
(i)
Prepare a Free Writing Prospectus with Corrective Information that
corrects the material misstatement in or omission from the Defective Free
Writing Prospectus (such corrected Free Writing Prospectus, a “Corrected Free
Writing Prospectus”);
(ii)
Deliver the Corrected Free Writing Prospectus to each purchaser of a
Publicly Offered Certificate which received the Defective Free Writing
Prospectus prior to entering into an agreement to purchase any Publicly Offered
Certificates;
(iii)
Notify such purchaser in a prominent fashion that the prior agreement to
purchase Publicly Offered Certificates has been terminated, and of such
purchaser’s rights as a result of termination of such agreement;
and
(iv)
Provide such purchaser with an opportunity to affirmatively agree to purchase
such Publicly Offered Certificates on the terms described in the Corrected
Free
Writing Prospectus.
(l) The
Underwriter covenants with the Company that after the final Prospectus is
available the Underwriter shall not distribute any written information
concerning the Publicly Offered Certificates that contains Issuer Information
to
a prospective purchaser of Publicly Offered Certificates unless such information
is preceded or accompanied by the final Prospectus.
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 to the Underwriter, to
the
address of the Underwriter, Attention: Registration Department, 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
Underwriter, 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 Underwriter, 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 Publicly
Offered Certificates from the Underwriter 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.
17.
The Company is authorized, subject to applicable law, to disclose any and
all
aspects of this potential transaction that are necessary to support any U.S.
federal income tax benefits expected to be claimed with respect to such
transaction, and all materials of any kind (including tax opinions and other
tax
analyses) related to those benefits, without the Underwriter imposing any
limitations of any kind.
[SIGNATURE
PAGE FOLLOWS]
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
Underwriter.
|
Very
truly yours,
|
|||||||
|
GS
MORTGAGE SECURITIES CORP.
|
|||||||
|
By:
|
/s/
Xxxxxxxx Xxxx
|
||||||
|
Name:
|
Xxxxxxxx
Xxxx
|
||||||
|
Title:
|
Vice
President
|
||||||
|
Accepted
as of the date hereof:
|
||||||||||||||
|
XXXXXXX,
XXXXX & CO.
|
||||||||||||||
|
By:
|
/s/
Xxxx Xxxxxxx
|
|||||||||||||
|
Name:
|
Xxxx
Xxxxxxx
|
|||||||||||||
|
Title:
|
Managing
Director
|
|||||||||||||
SCHEDULE
I
PUBLICLY
OFFERED CERTIFICATES
|
Class
|
Approximate
Initial Class Principal Balance(1)
|
Pass-Through
Rate
|
Type
|
Ratings
(S&P/Xxxxx’x)
|
|||||||||
|
A
|
$
|
295,150,000
|
Variable(2)
|
|
Senior
|
AAA/Aaa
|
|||||||
|
M-1
|
$
|
32,394,000
|
Variable(3)
|
|
Subordinate
|
XX/Xx0
|
|||||||
|
X-0
|
$
|
9,740,000
|
Variable(4)
|
|
Subordinate
|
AA-/Aa3
|
|||||||
|
M-3
|
$
|
17,997,000
|
Xxxxxxxx(0)
|
|
Xxxxxxxxxxx
|
X/X0
|
|||||||
|
M-4
|
$
|
8,257,000
|
Xxxxxxxx(0)
|
|
Xxxxxxxxxxx
|
X-/X0
|
|||||||
|
X-0
|
$
|
7,622,000
|
Variable(7)
|
|
Subordinate
|
BBB+/Baa1
|
|||||||
|
M-7
|
$
|
12,280,000
|
Variable(8)
|
|
Subordinate
|
BBB-/NR
|
|||||||
|
(1)
|
Subject
to a variance of +/-10%.
|
|
(2)
|
The
Class A certificates will have a pass-through rate equal to the
lesser of
(i) one-month LIBOR plus 0.220% per annum (0.440% per annum after
the
first distribution date on which the optional clean-up call is
exercisable), and (ii) the WAC Cap, as described in this prospectus
supplement under “Description of the Certificates—Distributions of
Interest and Principal.”
|
|
(3)
|
The
Class M-1 certificates will have a pass-through rate equal to the
lesser
of (i) one-month LIBOR plus 0.650% per annum (0.975% per annum
after the
first distribution date on which the optional clean-up call is
exercisable), and (ii) the WAC Cap.
|
|
(4)
|
The
Class M-2 certificates will have a pass-through rate equal to the
lesser
of (i) one-month LIBOR plus 0.850% per annum (1.275% per annum
after the
first distribution date on which the optional clean-up call is
exercisable), and (ii) the WAC Cap.
|
|
(5)
|
The
Class M-3 certificates will have a pass-through rate equal to the
lesser
of (i) one-month LIBOR plus 2.000% per annum (3.000% per annum
after the
first distribution date on which the optional clean-up call is
exercisable), and (ii) the WAC Cap.
|
|
(6)
|
The
Class M-4 certificates will have a pass-through rate equal to the
lesser
of (i) one-month LIBOR plus 2.500% per annum (3.750% per annum
after the
first distribution date on which the optional clean-up call is
exercisable), and (ii) the WAC Cap.
|
|
(7)
|
The
Class M-5 certificates will have a pass-through rate equal to the
lesser
of (i) one-month LIBOR plus 3.000% per annum (4.500% per annum
after the
first distribution date on which the optional clean-up call is
exercisable), and (ii) the WAC Cap.
|
|
(8)
|
The
Class M-7 certificates will have a pass-through rate equal to the
lesser
of (i) one-month LIBOR plus 3.000% per annum (4.500% per annum
after the
first distribution date on which the optional clean-up call is
exercisable), and (ii) the WAC Cap.
|
SCHEDULE
II
PURCHASE
PRICE
The
purchase price for the Publicly Offered Certificates shall equal 99.15% of
the
aggregate class principal balance of
the
Publicly Offered Certificates set forth on Schedule I.
SCHEDULE
III
[RESERVED]
SCHEDULE
IV
TIME
OF
SALE INFORMATION
[On
file
with Xxxxxxx, Xxxxx & Co.]
