EXHIBIT 1.1
FORM OF UNDERWRITING AGREEMENT
EXHIBIT 1.1
GS MORTGAGE SECURITIES CORP.
MORTGAGE-BACKED SECURITIES
UNDERWRITING AGREEMENT
_______________, 200_
Xxxxxxx Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
The other Underwriters named in the applicable Terms Agreement
Dear Sirs:
1. INTRODUCTION. GS Mortgage Securities Corp., a Delaware corporation (the
"Company"), from time to time proposes to issue and sell Mortgage-Backed
Certificates ("Certificates") in various series (each a "Series") and, through
Trusts named in the applicable Terms Agreement (as herein defined) to issue
and sell Mortgaged-Backed Notes ("Notes" and collectively with the
Certificates, the "Securities"), and, within each Series, in various classes,
in one or more offerings on terms determined at the time of sale. The
Certificates of each series will be issued pursuant to a pooling and servicing
agreement (each, a "Pooling and Servicing Agreement") among the Company, as
depositor, one or more master servicers which may include the Company and a
third-party trustee (the "Trustee"), and the Notes of each Series will be
issued pursuant to an indenture (each, an "Indenture" to be entered into by
the Trust Fund (as defined in the Pooling and Servicing Agreement) and the
Indenture Trustee designated therein (each, an "Indenture Trustee"). Upon
issuance, the Certificates of each series will evidence undivided interests in
the Trust Fund established for such series containing mortgages or, in the
event the Trust Fund, or a portion thereof, constitutes the upper tier of a
two-tier real estate mortgage investment conduit ("REMIC"), the Trust Fund may
contain interests issued by a lower tier trust which will contain mortgages,
all as described in the Prospectus (as defined below). Upon issuance the Notes
of each Series will evidence binding debt obligations of the Company secured
by a pool of mortgages, all as described in the relevant Prospectus Supplement
(as defined below). Terms used herein but not otherwise defined herein which
are defined in the Pooling and Servicing Agreement shall have the meanings
ascribed to them in the Pooling and Servicing Agreement. Terms used herein but
not otherwise defined herein which are defined in the Indenture shall have the
meanings ascribed to them in the Indenture.
Whenever the Company determines to make an offering of a
Series of Securities (an "Offering") through you or an underwriting syndicate
managed or co-managed by you, it will offer to enter into an agreement ("Terms
Agreement") providing for the sale of such Securities to, and the purchase and
offering thereof by, you and such other co-managers and underwriters, if any,
which have been selected by you and have authorized you to enter into such
Terms Agreement and other related documentation on their behalf (the
"Underwriters," which term shall include you whether acting alone in the sale
of Securities or as a co-manager or as a member of an underwriting syndicate).
The Terms Agreement relating to each Offering shall specify the principal
amount of Securities to be issued and their terms not otherwise specified in
the Pooling and Servicing Agreement or the Indenture, the price at which
either the Certificates are to be purchased by each of the Underwriters from
the Company or the Notes are to be purchased by each of the Underwriters from
the Trust Fund and the initial public offering price or the method by which
the price at which the Certificates or the Notes are to be sold will be
determined. The Terms Agreement, which shall be substantially in the form of
Exhibit A hereto for Certificates and substantially in the form of Exhibit B
hereto for Notes, may take the form of an exchange of any standard form of
written telecommunication between you and the Company. Each Offering governed
by this Agreement, as supplemented by the applicable Terms Agreement, shall
inure to the benefit of and be binding upon the Company and each of the
Underwriters participating in the Offering of such Securities.
The Company hereby agrees with the Underwriters as follows:
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to you as of the date hereof, and to the Underwriters named in
the applicable Terms Agreement as of the date of such Terms Agreement, as
follows:
(a) A registration statement, including a prospectus, and such amendments
thereto as may have been required to the date hereof, relating to the
Securities and the offering thereof from time to time in accordance
with Rule 415 under the Securities Act of 1933, as amended ("Act"),
have been filed with the Securities and Exchange Commission
("Commission") and such registration statement as amended has become
effective. Such registration statement as amended and the prospectus
relating to the sale of Securities constituting a part thereof as
from time to time amended or supplemented (including any prospectus
filed with the Commission pursuant to Rule 424 of the rules and
regulations of the Commission ("Rules and Regulations") under the
Act, including any documents incorporated by reference therein
pursuant to Item 12 of Form S-3 under the Act which were filed under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")
on or before the Effective Date of the Registration Statement or the
date of the Prospectus Supplement, are respectively referred to
herein as the "Registration Statement" and the "Prospectus";
provided, however, that a supplement to the Prospectus (a "Prospectus
Supplement") prepared pursuant to Section 5(a) hereof shall be deemed
to have supplemented the Prospectus only with respect to the Offering
of the Series of Securities to which it relates. The conditions of
Rule 415 under the Act have been satisfied with respect to the
Company and the Registration Statement.
(b) On the effective date of the Registration Statement, the Registration
Statement and the Prospectus conformed in all material respects to
the requirements of the Act and the Rules and Regulations, and did
not include any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make
the statements therein not misleading, and on the date of each Terms
Agreement, the Registration Statement and the Prospectus will conform
in all material respects to the requirements of the Act and the Rules
and Regulations, and the Prospectus will not include any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they
are made, not misleading; provided, however, that the foregoing does
not apply to: (i) statements or omissions in such documents based
upon written information furnished to the Company by any Underwriter
specifically for use therein or (ii) any Current Report (as defined
in Section 5(b) below) or in any amendment thereof or supplement
thereto, incorporated by reference in such Registration Statement or
such Prospectus (or any amendment thereof or supplement thereto).
(c) Since the respective dates as of which information is given in the
Registration Statement and the Prospectus except as otherwise stated
therein: (i) there has been no material adverse change in the
condition, financial or otherwise, earnings, affairs, regulatory
situation or business prospects of the Company whether or not arising
in the ordinary course of business and (ii) there have been no
transactions entered into by the Company which are material, other
than those in the ordinary course of business.
(d) This Agreement has been, and the Pooling and Servicing Agreement,
when executed and delivered as contemplated hereby and thereby will
have been, duly executed and delivered by the Company and each
constitutes, or will constitute when so executed and delivered, a
legal, valid and binding instrument enforceable against the Company
in accordance with its terms, subject, as to the enforceability of
remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium and other laws affecting the rights of creditors
generally, and to general principles of equity and the discretion of
the court (regardless of whether enforceability of such remedies is
considered in a proceeding in equity or at law).
(e) The Indenture, when executed and delivered as contemplated hereby and
thereby will have been, duly executed and delivered by the Trust Fund
and will constitute when so executed and delivered, a legal, valid
and binding instrument enforceable against the Trust Fund and the
Company in accordance with its terms, subject, as to the
enforceability of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium and other laws affecting the rights of
creditors generally, and to general principles of equity and the
discretion of the court (regardless of whether enforceability of such
remedies is considered in a proceeding in equity or at law).
(f) At the applicable Closing Date, each applicable Terms Agreement will
have been duly authorized, executed and delivered by the Company and
the Trust Fund, as applicable, and will be a legal, valid and binding
obligation of the Company and the Trust Fund, as applicable,
enforceable in accordance with its terms, subject to the effect of
bankruptcy, insolvency, moratorium, fraudulent conveyance and other
laws affecting the rights of creditors generally, and to general
principles of equity and the discretion of the court (regardless of
whether enforceability of such remedies is considered in a proceeding
in equity or at law).
(g) The issuance of the Securities has been duly authorized by the
Company and, when such Securities are executed and authenticated in
accordance with the Pooling and Servicing Agreement and delivered
against payment pursuant to this Agreement, such Securities will be
validly issued and outstanding; the Certificates will be entitled to
the benefits provided by the Pooling and Servicing Agreement; and the
Notes will be entitled to the benefits provided by the Indenture. The
Certificates are in all material respects in the form contemplated by
the Pooling and Servicing Agreement. The Notes are in all material
respects in the form contemplated by the Indenture.
(h) Neither the Company nor the Trust Fund is or, as a result of the
offer and sale of the Securities as contemplated in this Agreement
will become, an "investment company" as defined in the Investment
Company Act of 1940, as amended (the "Investment Company Act"), or an
"affiliated person" of any such "investment company" that is
registered or is required to be registered under the Investment
Company Act (or an "affiliated person" of any such "affiliated
person"), as such terms are defined in the Investment Company Act.
(i) The representations and warranties made by the Company in the Pooling
and Servicing Agreement and made in any Officer's Certificate of the
Company delivered pursuant to the Pooling and Servicing Agreement
will be true and correct at the time made and on the Closing Date.
(j) The representations and warranties made by the Trust Fund in the
Indenture and made in any Officer's Certificate of the Company
delivered pursuant to the Indenture will be true and correct at the
time made and on the Closing Date.
3. PURCHASE, SALE AND DELIVERY OF SECURITIES. On the basis of the
representations, warranties, and agreements herein contained, but subject to
the terms and conditions herein set forth, delivery of and payment for the
Securities shall be made at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx
LLP at such time as shall be specified in the applicable Terms Agreement, each
such time being herein referred to as a "Closing Date." Delivery of the
Certificates or Notes shall be made by the Company or the Trust Fund, as
applicable, to the Underwriters against payment of the purchase price
specified in the applicable Terms Agreement in Federal Funds by wire or check.
Each of the Securities to be so delivered will be initially represented by one
or more Securities registered in the name of Cede & Co., the nominee of The
Depository Trust Company ("DTC"). The interests of beneficial owners of such
Securities will be represented by book entries on the records of DTC and
participating members thereof.
4. OFFERING BY UNDERWRITERS. It is understood that the Underwriters
propose to offer the Securities for sale to the public as set forth in the
Prospectus.
5. COVENANTS OF THE COMPANY. The Company covenants and agrees with you
and the several Underwriters participating in the Offering of any Series of
Securities that:
(a) In connection with the execution of each Terms Agreement, the Company
will prepare a Prospectus Supplement to be filed under the Act
setting forth the principal amount of Securities covered thereby and
their terms not otherwise specified in the Prospectus, the price at
which the Securities are to be purchased by the Underwriters from the
Company or the Trust Fund, as applicable, either the initial public
offering price or the method by which the price at which the
Securities are to be sold will be determined, the selling concession
and reallowance, if any, any delayed delivery arrangements, and such
other information as you and the Securities deem appropriate in
connection with the offering of the Securities, but the Company will
not file any amendments to the Registration Statement or any
amendments or supplements to the Prospectus, unless it shall first
have delivered copies of such amendments or supplements to you, and
you shall not have objected thereto promptly after receipt thereof.
The Company will advise you or your counsel promptly: (i) when notice
is received from the Commission that any post-effective amendment to
the Registration Statement has become or will become effective, and
(ii) of any order or communication suspending or preventing, or
threatening to suspend or prevent, the offer and sale of the
Securities, or of any proceedings or examinations that may lead to
such an order or communication, whether by or of the Commission or
any authority administering any state securities or Blue Sky law, as
soon as the Company is advised thereof, and will use its best efforts
to prevent the issuance of any such order or communication and to
obtain as soon as possible its lifting, if issued.
(b) The Company will cause any 8-K Information (as defined in Section 8
below) with respect to each Series of Securities that are delivered
by the Underwriters to the Company pursuant to Section 8 to be filed
with the Commission on a Current Report on Form 8-K (a "Current
Report") pursuant to Rule 13a-11 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), on the business day
immediately following the day on which such 8-K Information are
delivered to counsel for the Company by any of the Underwriters prior
to 10:30 a.m. (and will use its best efforts to cause such 8-K
Information to be so filed prior to 2:00 p.m., New York time, on such
business day), and will promptly advise you when such Current Report
has been so filed. The Company will cause one Collateral Term Sheet
(as defined in Section 9 below) with respect to an Offering of a
Series that is delivered by any of the Underwriters to the Company in
accordance with the provisions of Section 9 to be filed with the
Commission on a Current Report pursuant to Rule 13a-11 under the
Exchange Act on the business day immediately following the day on
which such Collateral Term Sheet is delivered to counsel for the
Company by any of the Underwriters prior to 10:30 a.m. In addition,
if at any time prior to the availability of the related Prospectus
Supplement, any of the Underwriters has delivered to any prospective
investor a subsequent Collateral Term Sheet that reflects, in the
reasonable judgment of such Underwriter and the Company, a material
change in the characteristics of the Mortgage Loans for the related
Series from those on which a Collateral Term Sheet with respect to
the related Series previously filed with the Commission was based,
the Company will cause any such Collateral Term Sheet that is
delivered by such Underwriter to the Company in accordance with the
provisions of Section 9 to be filed with the Commission on a Current
Report on the business day immediately following the day on which
such Collateral Term Sheet is delivered to counsel for the Company by
such Underwriter prior to 2:00 p.m. In each case, the Company will
promptly advise you when such Current Report has been so filed.
Notwithstanding the four preceding sentences, the Company shall have
no obligation to file any materials provided by any of the
Underwriters pursuant to Sections 8 and 9 which: (i) in the
reasonable determination of the Company are not required to be filed
pursuant to the Xxxxxx Letters or the PSA Letter (each as defined in
Section 8 below), or (ii) contain erroneous information or contain
any untrue statement of a material fact or, when read in conjunction
with the Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; it being understood, however, that
the Company shall have no obligation to review or pass upon the
accuracy or adequacy of, or to correct, any Derived Information (as
defined in Section 8 below) provided by such Underwriter to the
Company pursuant to Section 8 hereof. The Company shall give notice
to you and such Underwriter of its determination not to file any
materials pursuant to clause (i) of the preceding sentence and agrees
to file such materials if such Underwriter or you reasonably object
to such determination within one business day after receipt of such
notice.
(c) If at any time when a prospectus relating to the Certificates is
required to be delivered under the Act any event occurs as a result
of which the Prospectus as then amended or supplemented would include
an untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is
necessary at any time to amend the Prospectus to comply with the Act,
the Company promptly will prepare and file with the Commission an
amendment or supplement which will correct such statement or omission
or an amendment which will effect such compliance; provided, however,
that the Company will not be required to file any such amendment or
supplement with respect to any 8-K Information or Derived Information
incorporated by reference in the Prospectus other than any amendments
or supplements of such 8-K Information or Derived Information that
are furnished to the Company by the Underwriter pursuant to Section 8
hereof which are required to be filed in accordance therewith.
(d) With respect to each Series of Securities, the Company will make
generally available to the holders of the Securities and will deliver
to you, in each case as soon as practicable after being prepared, an
earnings statement covering the twelve-month period beginning after
the date of the Terms Agreement in respect of such series of
Securities, which will satisfy the provisions of Section 11(a) of the
Act with respect to the Securities.
(e) The Company will furnish to you copies of the Registration Statement
(two of which will be signed and will include all documents and
exhibits thereto or incorporated by reference therein), each related
preliminary prospectus, the Prospectus, and all amendments and
supplements to such documents, in each case as soon as available and
in such quantities as you request.
(f) The Company will arrange for the qualification of the Securities for
sale and the determination of their eligibility for investment under
the laws of such jurisdictions as you reasonably designate and will
continue such qualifications in effect so long as reasonably required
for the distribution; provided, however, that the Company shall not
be required to qualify to do business in any jurisdiction where it is
not qualified on the date of the related Terms Agreement or to take
any action which would subject it to general or unlimited service of
process in any jurisdiction in which it is not, on the date of the
related Terms Agreement, subject to such service of process.
(g) The Company will pay all expenses incidental to the performance of
its obligations under this Agreement and any Terms Agreement and will
reimburse the Underwriters for any expenses (including fees and
disbursements of counsel and accountants) incurred by them in
connection with qualification of the Securities and determination of
their eligibility for investment under the laws of such jurisdictions
as you designate and the printing of memoranda relating thereto, for
any fees charged by the nationally recognized statistical rating
agencies for the rating of the Securities, for the filing fee of the
National Association of Securities Dealers, Inc. relating to the
Securities, if applicable, and for expenses incurred in distributing
preliminary prospectuses to the Underwriters.
(h) During the period when a prospectus is required by law to be
delivered in connection with the sale of the Securities pursuant to
this Agreement, the Company will file or cause to be filed, on a
timely and complete basis, all documents that are required to be
filed by the Company with the Commission pursuant to Section 13, 14
or 15(d) of the Exchange Act.
(i) So long as the Securities of a Series shall be outstanding, the
Company will deliver to you the annual statement of compliance
delivered to the Trustee pursuant to the Pooling and Servicing
Agreement and the annual statement of a firm of independent public
accountants furnished to the Trustee pursuant to the Pooling and
Servicing Agreement or Indenture, as applicable, as soon as such
statements are furnished to the Trustee or the Indenture Trustee, as
applicable.
(j) The Underwriters shall pay the following costs and expenses incident
to the performance of their obligations hereunder: (i) all Blue Sky
fees and expenses as well as reasonable fees and expenses of counsel
in connection with state securities law qualifications and any legal
investment surveys; and (ii) the reasonable fees and expenses of
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. Except as provided in this
Section 5(j) and Section 10 hereof, the Underwriters will pay all
their own costs and expenses, including, without limitation, the cost
of printing any agreement among underwriters, the fees and expenses
of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the
Underwriters, transfer taxes on resale of the Securities by the
Underwriters, and any advertising expenses connected with any offers
that the Underwriters may make.
6. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The obligations of the
Underwriters named in any Terms Agreement to purchase and pay for the
Securities will be subject to the accuracy of the representations and
warranties on the part of the Company as of the date hereof, the date of the
applicable Terms Agreement and the applicable Closing Date, to the accuracy of
the statements made in any officers' certificates (each an "Officer's
Certificate") pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional
conditions precedent:
(a) (i) At the time the applicable Terms Agreement is executed, [ ]
and/or any other firm of certified independent public
accountants acceptable to you shall have furnished to you a
letter, addressed to you, and in form and substance
satisfactory to you in all respects, stating in effect that
using the assumptions and methodology used by the Company,
all of which shall be described in such letter or the
Prospectus Supplement, they have recalculated such numbers,
percentages and weighted average lives set forth in the
Prospectus as you may reasonably request, compared the
results of their calculations to the corresponding items in
the Prospectus, and found each such number, percentage, and
weighted average life set forth in the Prospectus to be in
agreement with the results of such calculations. To the
extent historical financial delinquency or related
information is included with respect to one or more master
servicers, such letter or letters shall also relate to such
information.
(ii) At the Closing Date, [ ] and/or any other firm of certified
independent public accountants acceptable to you shall have
furnished to you a letter, addressed to you, and in form and
substance satisfactory to you in all respects, relating to
the extent such information is not covered in the letter or
letters provided pursuant to clause (a)(i), to a portion of
the information set forth on the Mortgage Loan Schedule
attached to the Pooling and Servicing Agreement or
Indenture, as applicable, and the characteristics of the
mortgage loans, as presented in the Prospectus Supplement or
the Form 8-K relating thereto, or if a letter relating to
the same information is provided to the Trustee or Indenture
Trustee, as applicable, indicating that you are entitled to
rely upon its letter to the Trustee or Indenture Trustee, as
applicable.
(b) Subsequent to the respective dates as of which information is given
in the Registration Statement and the Prospectus, there shall not
have been any change, or any development involving a prospective
change, in or affecting the business or properties of the Company or
any of its affiliates the effect of which, in any case, is, in your
judgment, so material and adverse as to make it impracticable or
inadvisable to proceed with the Offering or the delivery of the
Securities as contemplated by the Registration Statement and the
Prospectus. All actions required to be taken and all filings required
to be made by the Company under the Act and the Exchange Act prior to
the sale of the Securities shall have been duly taken or made; and
prior to the applicable Closing Date, no stop order suspending the
effectiveness of the Registration Statement shall have been issued
and no proceedings for that purpose shall have been instituted, or to
the knowledge of the Company or you, shall be contemplated by the
Commission or by any authority administering any state securities or
Blue Sky law.
(c) Unless otherwise specified in any applicable Terms Agreement for a
Series, the Securities shall be rated in one of the four highest
grades by one or more nationally recognized statistical rating
agencies specified in said Terms Agreement.
(d) You shall have received the opinion of counsel for the Company, dated
the applicable Closing Date, to the effect that:
(i) Either: (A) the Company has been duly organized and is
validly existing as a corporation in good standing under the
laws of the State of Delaware, with corporate power and
authority to own its assets and conduct its business as
described in the Prospectus, and the Company is duly
qualified as a foreign corporation to transact business and
is in good standing under the laws of the State of New York,
and the Company has no subsidiaries; or (B) the Trust Fund
has been duly organized and is validly existing as a trust
in good standing under the laws of the State of Delaware,
with corporate power and authority to own its assets and
conduct its business as described in the Prospectus.
(ii) Each of this Agreement and the applicable Terms Agreement
have been duly authorized, executed and delivered by the
Company and assuming due and valid authorization and
execution by the other parties thereto, constitutes the
legal, valid and binding obligation of the Company
enforceable in accordance with its terms, subject to the
effect of bankruptcy, insolvency, moratorium, fraudulent
conveyance and other similar laws relating to or affecting
creditors' rights generally and court decisions with respect
thereto and to the application of equitable principles in
any proceeding, whether at law or in equity. Such counsel's
opinion may be qualified, in the case of the indemnity
provisions in this Agreement, to applicable law or judicial
policy.
(iii) Either: (A) the Pooling and Servicing Agreement has been
duly and validly authorized, executed and delivered by the
Company and assuming due and valid authorization and
execution by the other parties thereto, constitutes the
valid and binding agreement of the Company, enforceable in
accordance with its terms, subject to the effect of
bankruptcy, insolvency, moratorium, fraudulent conveyance
and other similar laws relating to or affecting creditors'
rights generally and court decisions with respect thereto
and to the application of equitable principles in any
proceeding, whether at law or in equity; or (B) the
Indenture has been duly and validly authorized, executed and
delivered by the Trust Fund and assuming due and valid
authorization and execution by the other parties thereto,
constitutes the valid and binding agreement of the Trust
Fund, enforceable in accordance with its terms, subject to
the effect of bankruptcy, insolvency, moratorium, fraudulent
conveyance and other similar laws relating to or affecting
creditors' rights generally and court decisions with respect
thereto and to the application of equitable principles in
any proceeding, whether at law or in equity.
(iv) Either: (A) the Certificates are in a form authorized by the
Pooling and Servicing Agreement, have been duly and validly
authorized by all necessary corporate action and, when
executed and authenticated as specified in the Pooling and
Servicing Agreement and delivered against payment pursuant
to this Agreement and the related Terms Agreement, will be
validly issued and outstanding; and the Certificates will be
entitled to the benefits of the Pooling and Servicing
Agreement; or (B) the Notes are in a form authorized by the
Indenture, have been duly and validly authorized by all
necessary corporate action and, when executed and
authenticated as specified in the Indenture and delivered
against payment pursuant to this Agreement and the related
Terms Agreement, will be validly issued and outstanding; and
the Notes will be entitled to the benefits of the Indenture.
(v) The Registration Statement has become effective under the
Act, and, to the best of such counsel's knowledge, no stop
order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that
purpose have been instituted or are pending or contemplated
under the Act, and the Registration Statement and the
Prospectus, and each amendment or supplement thereto, as of
their respective effective or issue dates, complied as to
form in all material respects with the requirements of the
Act and the Rules and Regulations thereunder; such counsel
has no reason to believe that either the Registration
Statement as of its effective date contained any untrue
statement of a material fact or omitted to state any
material fact required to be stated therein or necessary in
order to make the statements therein not misleading, or the
Prospectus as of the date of any Terms Agreement contained
any untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary
in order to make the statements therein, in light of the
circumstances under which they were made, not misleading (it
being understood that such counsel need express no opinion
as to the financial statements or other financial data or
notes thereto or any statistical or tabular data contained
or incorporated by reference in the Registration Statement
or the Prospectus).
(vi) The statements in the Prospectus and Prospectus Supplement
under the heading "Federal Income Tax Consequences," to the
extent that they constitute matters of law or legal
conclusions, have been prepared or reviewed by such counsel
and provide a fair summary of such law or conclusions; the
statements in the Prospectus to the extent modified by the
statements in the Prospectus Supplement under the headings
"Summary of Terms," "Description of the Certificates" or
"Description of the Notes", as applicable, and "The Pooling
and Servicing Agreement" or "the Indenture", as applicable,
and such other headings as you may request, insofar as such
statements constitute a summary of the proposed transaction
and of the provisions of the Certificates or Notes, as
applicable, or the Pooling and Servicing Agreement or the
Indenture, as applicable, constitute a fair and accurate
summary of such transaction and provisions.
(vii) Neither the Company nor the Trust Fund is, or as a result of
the offer and sale of the Securities as contemplated in the
Prospectus and in this Agreement will become, an "investment
company" as defined in the Investment Company Act, or an
"affiliated person" of any such "investment company" that is
registered or is required to be registered under the
Investment Company Act (or an "affiliated person" of any
such "affiliated person"), as such terms are defined in the
Investment Company Act.
(viii) The Securities offered pursuant to the Registration
Statement and indicated as such in the Prospectus Supplement
will be mortgage related securities, as defined in Section
3(a)(41) of the Exchange Act, so long as such Securities are
rated in one of the two highest grades by at least one
nationally recognized statistical rating agency.
(ix) Either: (A) the Pooling and Servicing Agreement is not
required to be qualified under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"); or (B) the
Indenture has been duly qualified under the Trust Indenture
Act.
Each opinion also shall relate to such other matters as may
be specified in the related Terms Agreement or as to which you
reasonably may request. In rendering any such opinion, counsel for
the Company may rely on certificates of responsible officers of the
Company, the Trustee or Indenture Trustee, as applicable, and public
officials or, as to matters of law other than New York or federal
law, on opinions of other counsel (copies of which opinions shall be
delivered to you), provided that, in cases of opinions of other
counsel, counsel for the Company shall include in its opinion a
statement of its belief that both it and you are justified in relying
on such opinions.
(e) You shall have received from counsel for the Company a letter, dated
as of the Closing Date, stating that you may rely on the opinions
delivered by such firm under the Pooling and Servicing Agreement or
Indenture, as applicable, and to the rating agency or agencies rating
the Securities as if such opinions were addressed directly to you
(copies of which opinions shall be delivered to you).
(f) You shall have received from counsel for the Underwriters, if such
counsel is different from counsel to the Company, such opinion or
opinions, dated as of the Closing Date, with respect to the validity
of the Securities, the Registration Statement, the Prospectus and
other related matters as the Underwriters may require, and the
Company shall have furnished to such counsel such documents as they
may have requested from it for the purpose of enabling them to pass
upon such matters.
(g) You shall have received Officer's Certificates signed by such of the
principal executive, financial and accounting officers of the Company
as you may request, dated as of the Closing Date, in which such
officers, to the best of their knowledge after reasonable
investigation, shall state that the representations and warranties of
the Company in this Agreement are true and correct; that the Company
has complied with all agreements and satisfied all conditions on its
part to be performed or satisfied at or prior to the Closing Date;
that no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have
been instituted or are contemplated; that, subsequent to the
respective dates as of which information is given in the Prospectus,
and except as set forth or contemplated in the Prospectus, there has
not been any material adverse change in the general affairs,
business, key personnel, capitalization, financial condition or
results of operations of the Company; that except as otherwise stated
in the Prospectus, there are no material actions, suits or
proceedings pending before any court or governmental agency,
authority or body or, to their knowledge, threatened, affecting the
Company or the transactions contemplated by this Agreement; and that
attached thereto are true and correct copies of a letter or letters
from the one or more nationally recognized statistical rating
agencies specified in the applicable Terms Agreement confirming that,
unless otherwise specified in said Terms Agreement, the Securities
have been rated in one of the four highest grades by each of such
agencies and that such rating has not been lowered since the date of
such letter.
(h) Subsequent to the execution and delivery of the applicable Terms
Agreement,
(i) (A) there shall not have occurred a declaration of a general
moratorium on commercial banking activities by either the
Federal or New York State authorities which remains in
effect and which, in Underwriters' reasonable judgment,
substantially impairs the Underwriters' ability to settle
the transaction and (B) the United States shall not have
become engaged in hostilities (including an act or acts of
domestic or international terrorism) which have resulted in
the declaration of a national emergency or a declaration of
war, which makes it impracticable or inadvisable, in the
Underwriters' reasonable judgment, to proceed with the
public offering or the delivery of the Securities on the
terms and in the manner contemplated in the Prospectus as
amended or supplemented, and
(ii) there shall not have occurred (A) any suspension or
limitation on trading in securities generally on the New
York Stock Exchange or the National Association of
Securities Dealers National Market system, or any setting of
minimum prices for trading on such exchange or market
system, (B) any suspension of trading of any securities of
The Xxxxxxx Xxxxx Group Inc. on any exchange or in the
over-the-counter market or (C) any material outbreak or
material escalation of hostilities involving the engagement
of armed conflict in which the United States is involved if,
in the case of clause (A), (B) or (C), in the mutual
reasonable determination of the Underwriters and the
Company, the effect of any such suspension, limitation,
setting of minimum prices, outbreak or escalation makes it
impracticable or inadvisable to proceed with the public
offering or the delivery of the Securities on the terms and
in the manner contemplated in the Prospectus as amended or
supplemented.
The Company will furnish you with such conformed copies of
such opinions, certificates, letters and documents as you reasonably
request.
If any of the conditions specified in this Section 6 shall
not have been fulfilled in all material respects with respect to a
particular Offering when and as provided in this Agreement and the
related Terms Agreement, or if any of the opinions and certificates
mentioned above or elsewhere in this Agreement and the related Terms
Agreement shall not be in all material respects reasonably
satisfactory in form and substance to you, this Agreement (with
respect to the related Offering) and the related Terms Agreement and
all obligations of the Underwriters hereunder (with respect to the
related Offering) and thereunder may be canceled at, or at any time
prior to, the related Closing Date by the Underwriter. Notice of such
cancellation shall be given to the Company in writing, or by
telephone or telegraph confirmed in writing.
7. INDEMNIFICATION.
(a) The Company shall indemnify and hold each Underwriter harmless
against any losses, claims, damages, or liabilities, joint or
several, to which such Underwriter may become subject, under the Act
or otherwise, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, the Prospectus, any
amendment or supplement thereto, or any related preliminary
prospectus or any portion of the 8-K Information or Prospectus
Information (each as defined below) 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 each Underwriter for any
legal or other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such loss, claim,
damage, liability or action; 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 (i)
an untrue statement or alleged untrue statement in or omission or
alleged omission from any of such documents in reliance upon and in
conformity with written information furnished to the Company by any
Underwriter specifically for use therein or (ii) the Derived
Information; and provided further, that the Company shall not be
liable to any Underwriter or any person controlling any Underwriter
under the indemnity agreement in this Section 7(a) with respect to
any of such documents to the extent that any such loss, claim, damage
or liability of such Underwriter or such controlling person results
from the fact that such Underwriter sold the Securities to a person
to whom there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the Prospectus or of the
Prospectus as then amended or supplemented (excluding documents
incorporated by reference), whichever is most recent, if the Company
has previously furnished copies thereof to such Underwriter. The
indemnity agreement in this Section 7(a) shall be in addition to any
liability which the Company may otherwise have and shall extend, upon
the same terms and conditions, to the officers and directors of any
Underwriter and to each person, if any, who controls any Underwriter
within the meaning of the Act.
(b) Each Underwriter, severally and not jointly, shall indemnify and hold
harmless the Company against any losses, claims, damages or
liabilities to which the Company may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained
in the Registration Statement, the Prospectus or any amendment or
supplement thereto, or any related preliminary prospectus or 8-K
Information, or arise out of or are based upon the omission or the
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 reliance upon and in conformity
with written information furnished to the Company by such Underwriter
specifically for use therein or (ii) in any Derived Information
prepared by such Underwriter, and shall reimburse any legal or other
expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim. The indemnity
agreement in this Section 7(b) shall be in addition to any liability
which each Underwriter may otherwise have and shall extend, upon the
same terms and conditions, to each person, if any, who controls the
Company within the meaning of the Act.
(c) Promptly after receipt by an indemnified party under Section 7(a) or
(b) of written 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 Section 7(a) or (b) above,
notify the indemnifying party of the commencement thereof, and in the
event that such indemnified party shall not so notify the
indemnifying party within 30 days following receipt of any such
notice by such indemnified party, the indemnifying party shall have
no further liability under such section to such indemnified party
unless the indemnifying party shall have received other notice
addressed and delivered in the manner provided in Section 11 hereof
of the commencement of such action; but the omission so to notify the
indemnifying party will not relieve it from any liability which it
may have to any indemnified party otherwise than under such section.
In case any such action is brought against any indemnified party and
it notifies the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party in its reasonable judgment,
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 or other expenses 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 7 is unavailable
or insufficient to hold harmless an indemnified party under Section
7(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 Underwriters on the
other from the Offering of the Certificates as to which such loss,
liability, claim, damage or expense is claimed to arise. If, however,
the allocation provided by the immediately preceding sentence is not
permitted by applicable law, 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 Underwriters 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 Underwriters on the
other shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by
the Company bear to the total underwriting discounts and commissions
received by the Underwriters, respectively, in each case as set forth
in the Terms Agreement in respect of the Offering of the Securities.
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 or by the Underwriters
and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such untrue statement or
omission, including, with respect to any Underwriter, the extent to
which such losses, claims, damages or liabilities (or actions in
respect thereof) result from the fact that such Underwriter sold such
Securities to a person to whom there was not sent or given, at or
prior to the written confirmation of such sale, a copy of the
Prospectus or the Prospectus as then supplemented or amended
(excluding documents incorporated by reference), whichever is more
recent, if the Company has previously furnished copies thereof to
such Underwriter. The Company and the Underwriters, severally and not
jointly, agree that it would not be just and equitable if
contribution pursuant to this Section 7(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 Section 7(d). The amount paid by an indemnified party as a
result of the losses, claims, damages, or liabilities (or actions in
respect thereof) referred to above in this Section 7(d) shall be
deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending
any action or claim. Notwithstanding the provisions of this Section
7(d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such 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. The obligations of
the Underwriters of the Securities in this Section 7(d) to contribute
are several and not joint in proportion to their respective
underwriting obligations with respect to the Offering of the
Securities as set forth in the Terms Agreement.
8. 8-K INFORMATION AND DERIVED INFORMATION.
(a) Not later than 2:00 p.m., New York time, on the business day before
the date on which the Current Report relating to the Company of a
Series is required to be filed by the Company with the Commission
pursuant to Section 5(b) hereof, you and any other applicable
Underwriters shall deliver to the Company, and unless otherwise
agreed to by the Company, in a form reasonably convertible to an
XXXXX filing format, a copy of all materials provided by the
Underwriters to prospective investors in such Certificates which
constitute "Computational Materials," "ABS Term Sheets" and
"Collateral Term Sheets" (collectively, the "8-K Information") in
connection with its offering of the Securities, 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) such Underwriter 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 any
Underwriter shall include only those Computational Materials that
have been prepared by such Underwriter 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 any Underwriter shall include only those ABS Term
Sheets or Collateral Term Sheets that have been prepared by such
Underwriters for prospective investors; (iii) each Underwriter 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 each Underwriter 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 any Underwriter discovers an error in the 8-K Information,
the Underwriter 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.
(c) Each Underwriter shall cause [ ] and/or any other firm of certified
independent public accountants acceptable to you to furnish the
Company a letter dated no later than the Closing Date, in form and
substance satisfactory to the Seller, with respect to any 8-K
Information prepared by such Underwriter.
(d) Each Underwriter represents and warrants to, and covenants with, the
Company that the Derived Information prepared by such Underwriter for
prospective investors, when read in conjunction with the Prospectus
is not misleading and not inaccurate in any material respect.
For purposes of this Underwriting Agreement, the term
"Derived Information" means such portion, if any, of 8-K Information that is
not Pool Information or Prospectus Information; provided, however, that 8-K
Information that is not Pool Information or Prospectus Information shall not
constitute Derived Information to the extent such information is inaccurate or
misleading in any material respect directly as a result of it being based on
Pool Information or Prospectus Information that is inaccurate or misleading in
any material respect. "Pool Information" means the information furnished by
magnetic tape, diskette or any other computer readable format, or in writing
to the Underwriters by the Company or Xxxxxxx Xxxxx Mortgage Company, a New
York limited partnership, regarding the Mortgage Loans; and "Prospectus
Information" means the information contained in (but not incorporated by
reference in) any preliminary prospectus or preliminary offering memorandum,
provided, however, that if any information that would otherwise constitute
Pool Information or Prospectus Information is presented in the 8-K Information
in a way that is either inaccurate or misleading in any material respect when
read in conjunction with the Prospectus and would not be inaccurate or
misleading in any material respect but for the manner in which such
information is presented, such information shall not be Pool Information or
Prospectus Information.
9. DEFAULT OF UNDERWRITERS. If an Offering of Securities shall not be
consummated because the circumstances described in Section 6(h) shall have
occurred, then the Company shall not have any liability to the Underwriters
with respect to such Offering of Securities except as provided in Section 5(g)
and Section 7 hereof; but if for any other reason any Securities are not
delivered to the Underwriters as provided hereunder and under the Terms
Agreement, the Company will be liable to reimburse the Underwriters for all
out-of-pocket expenses, including counsel fees and disbursements reasonably
incurred by the Underwriters in making preparations for the Offering of
Securities, but the Company shall not then have any further liability to any
Underwriter with respect to such Securities except as provided in Section 5(g)
and Section 7 hereof or in the Terms Agreement, if applicable. If any
Underwriter or Underwriters participating in an Offering of Securities default
in their obligations to purchase Securities hereunder and under the Terms
Agreement and the aggregate purchase price of Securities which such defaulting
Underwriter or Underwriters agreed but failed to purchase does not exceed 10%
of the aggregate purchase price of the Securities then being purchased, you
may make arrangements satisfactory to the Company for the purchase of such
Securities by other persons, including any of the Underwriters, but if no such
arrangements are made by the Closing Date the non-defaulting Underwriters
shall be obligated, in proportion to their respective total commitments as set
forth in the applicable Terms Agreement (for all classes of Securities), to
purchase the Securities which such defaulting Underwriter or Underwriters
agreed but failed to purchase. If any Underwriter or Underwriters so default
and the aggregate purchase price of Securities with respect to which such
default or defaults occur is more than 10% of the aggregate purchase price of
Securities then being purchased, and arrangements satisfactory to you and the
Company for the purchase of such Securities by other persons are not made
within 36 hours after such default, the Terms Agreement as to which such
offering relates will terminate without liability on the part of any
non-defaulting Underwriter or the Company, except as provided in Sections
5(h), 7 and 11 hereunder. As used in this Agreement, the term "Underwriter"
includes any person substituted for an Underwriter under this Section. Nothing
herein will relieve a defaulting Underwriter or Underwriters from liability
for its or their default.
10. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS. The respective
indemnities, agreements, representations, warranties and other statements of
the Company or its officers and of the Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation or statement as to the results thereof, made by or on behalf
of any Underwriter or the Company or any of their respective representatives,
officers or directors of any controlling person, and will survive delivery of
and payment for the Securities.
11. NOTICES. All communications hereunder will be in writing, and will
be mailed, delivered or sent by facsimile transmission and confirmed.
Communications to you shall be given to you at [ ] Attention: [ ].
Communications to the Company shall be given to it at 00 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxxxx, Esq.; provided, however, that
any notice to an Underwriter pursuant to Section 7 will be mailed, delivered
or telegraphed to such Underwriter at the address furnished by it.
12. SUCCESSORS. This Agreement and the Terms Agreement will inure to the
benefit of and be binding upon the Underwriters and the Company and their
respective successors and the officers and directors and controlling persons
referred to in Section 7, and no other person will have any right or
obligation hereunder or thereunder.
13. REPRESENTATION OF UNDERWRITERS. You will act for the several Underwriters
in connection with each Offering of Securities governed by this Agreement, and
any action under this Agreement and any Terms Agreement taken by you will be
binding upon all the Underwriters identified in such Terms Agreement.
14. CONSTRUCTION. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York.
15. COUNTERPARTS. This Agreement and any Terms Agreement may be executed by
each of the parties hereto in any number of counterparts, and by each of the
parties hereto on separate counterparts, each of which counterparts, when so
executed and delivered, shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
If the foregoing is in accordance with your understanding,
please sign and return to us a counterpart hereof, whereupon this letter and
your acceptance hereof shall constitute a binding agreement among the Company
and the several Underwriters in accordance with its terms.
Very truly yours,
GS MORTGAGE SECURITIES CORP.
By: ___________________________________________
Name:
Title:
The foregoing Underwriting Agreement hereby is confirmed and accepted as of
the date first above written.
[XXXXXXX SACHS & CO.]
By:___________________________
Name:
Title:
EXHIBIT A
GS MORTGAGE SECURITIES CORP.
Mortgage-Backed Certificates
FORM OF TERMS AGREEMENT FOR CERTIFICATES
Dated: [ ], 200[ ]
To: [ ] [AND ]
Re: Underwriting Agreement dated [ ], 200[ ]
Series Designation: Series 200[ ] - [ ]
Class Designation Schedule:
TERMS OF THE CERTIFICATES:
-----------------------------------------------
Original Principal Interest Price to
CLASS AMOUNT RATE PUBLIC (1) (2)
----------------------------- -------------------------- ------------------- ----------------------
----------------------------- -------------------------- ------------------- ----------------------
-----------------------------------------------
(1) Do not include if the Certificates will be offered from time to time by
the Underwriter in negotiated transactions at varying prices to be determined
at the time of sale.
(2) Plus accrued interest, if any, at the applicable rate from [ ].
DISTRIBUTION DATES: The [ ] day of each month or, if such [ ]
day is not a business day, the next succeeding business day commencing
[ ].
CERTIFICATE RATING:
MORTGAGE ASSETS: The initial amounts to be included in any Reserve Account and
other accounts are as set forth, and the Mortgage Loans to be included in the
Trust Fund are as described, in Annex A hereto.
PURCHASE PRICE: The aggregate purchase price payable by the Underwriter for
the Certificates covered by this Agreement will be $[ ]. [Purchase price may
also be separately stated by class.]
CREDIT ENHANCEMENT: [Include pool policies, letters of credit, bonds,
subordination and similar arrangements.]
CLOSING DATE: [ ], 200[ ], [ ] a.m., N.Y. time
The undersigned, agrees, subject to the terms and provisions of the
above-referenced Underwriting Agreement, which is incorporated herein in its
entirety and made a part hereof, to purchase the respective principal amounts
of the Classes of the above-referenced Series of Certificates set forth
[herein] [on Schedule I attached hereto].
[UNDERWRITER].
By: _________________________
Name:
Title:
[ADDITIONAL UNDERWRITERS]
By: __________________________
Name:
Title:
Accepted:
GS MORTGAGE SECURITIES CORP.
By: __________________________
Name:
Title:
GS MORTGAGE SECURITIES CORP.
Mortgage-Backed Notes
FORM OF TERMS AGREEMENT FOR NOTES
Dated: [ ], 200[ ]
To: [ ] [AND ]
Re: Underwriting Agreement dated [ ], 200[ ]
Series Designation: Series 200[ ] - [ ]
Class Designation Schedule:
TERMS OF THE NOTES:
-----------------------------------------------
Original Principal Interest Price to
CLASS AMOUNT RATE PUBLIC (1) (2)
----------------------------- -------------------------- ------------------- ----------------------
----------------------------- -------------------------- ------------------- ----------------------
-----------------------------------------------
(1) Do not include if the Notes will be offered from time to time by the
Underwriter in negotiated transactions at varying prices to be determined at
the time of sale.
(2) Plus accrued interest, if any, at the applicable rate from [ ].
DISTRIBUTION DATES: The [ ] day of each month or, if such [ ]
day is not a business day, the next succeeding business day commencing
[ ].
NOTE RATING:
MORTGAGE ASSETS: The initial amounts to be included in any Reserve Account and
other accounts are as set forth, and the Mortgage Loans to be included in the
Trust Fund are as described, in Annex A hereto.
PURCHASE PRICE: The aggregate purchase price payable by the Underwriter for
the Notes covered by this Agreement will be $[ ].
[Purchase price may also be separately stated by class.]
CREDIT ENHANCEMENT: [Include pool policies, letters of credit, bonds,
subordination and similar arrangements.]
CLOSING DATE: [ ], 200[ ], [ ] a.m., N.Y. time
The undersigned, agrees, subject to the terms and provisions of the
above-referenced Underwriting Agreement, which is incorporated herein in its
entirety and made a part hereof, to purchase the respective principal amounts
of the Classes of the above-referenced Series of Notes set forth [herein] [on
Schedule I attached hereto].
[UNDERWRITER].
By: _________________________
Name:
Title:
[ADDITIONAL UNDERWRITERS]
By: __________________________
Name:
Title:
Accepted:
GS MORTGAGE SECURITIES CORP.
By: __________________________
Name:
Title:
SCHEDULE I (FOR MULTIPLE UNDERWRITERS)
Underwriters
NAME CLASS CLASS CLASS CLASS CLASS
------------- ------------- -------------- ------------ ------------ ------------
------------- -------------- ------------ ------------ ------------
[Underwriter $ $ $ $ $
[Other Underwriters]
------------- -------------- ------------ ------------ ------------
------------- -------------- ------------ ------------ ------------
Total
============= ============== ============ ============ ============
