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 trans action 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, Xxxxxxx 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 Sachs 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:
EXHIBIT B
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
============= ============== ============ ============ ============
