Exhibit 1
GS MORTGAGE SECURITIES CORP.
GSAMP TRUST 2006-S6
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-S6
------------------------------------------------------------
Underwriting Agreement
Dated as of October 18, 2006
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
GS
Mortgage Securities Corp. (the "Company") proposes to cause GSAMP
Trust
2006-S6 (the "Trust") to issue its Mortgage Pass-Through
Certificates, Series
2006-S6 (the "Certificates"), pursuant to a Pooling and Servicing
Agreement,
dated as of October 1, 2006 (the "Pooling and Servicing
Agreement"), by and
among the Company, as depositor, Ocwen Loan Servicing, LLC, as
servicer
("Ocwen") and Deutsche Bank National Trust Company as trustee (the
"Trustee"),
and proposes to sell to you (the "Underwriter") the Certificates
specified on
Schedule I hereto. The Class A-1A, Class A-1B, Class A-1C, Class
A-2, Class A-3,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6
and Class M-7
Certificates identified on Schedule I hereto are the "Publicly
Offered
Certificates." The Publicly Offered Certificates, together with the
Trust's
Mortgage Pass-Through Certificates, Class X, Class X-1, Class P and
Class R
Certificates, will represent in the aggregate the entire beneficial
ownership
interest in the assets of the Trust primarily consisting of a
segregated pool of
mortgage loans and certain other related assets.
Goldman
Sachs Mortgage Company ("GSMC") purchased certain mortgage
loans
(the "Mortgage Loans") from (1) American Home Mortgage Corp.
("American Home"),
pursuant to a Flow Mortgage Loan Purchase Agreement, dated as of
June 1, 2006,
by and between GSMC, as purchaser, and American Home as seller, (2)
Fremont
Investment & Loan ("Fremont"), pursuant to a Flow Mortgage Loan
Purchase and
Warranties Agreement, dated as of January 1, 2006, as amended by
Amendment No. 1
dated, as of August 1, 2006 each by and between GSMC, as purchaser,
and Fremont
as seller, (3) certain conduit loan sellers, pursuant to certain
Master Loan
Purchase Agreements, each between GSMC and the related conduit loan
seller.
The
Company will acquire the Mortgage Loans from GSMC pursuant to (1)
an
Assignment, Assumption and Recognition Agreement, dated as of
October 20, 2006,
among American Home, the Company and GSMC (the "American Home
Assignment
Agreement"), (2) an Assignment, Assumption and Recognition
Agreement, dated as
of October 20, 2006 among Fremont, the Company and GSMC (the
"Fremont Assignment
Agreement" together with the American Home Assignment Agreement,
the "Assignment
Agreements"), and (3) a Bill of Sale, dated as of October 20, 2006
between the
Company and GSMC (the "Bill of Sale").
At or
prior to the time when sales to investors of the Publicly
Offered
Certificates were first made (the "Time of Sale"), the Company had
prepared the
following information (collectively, the "Time of Sale
Information"): the GSAMP
2006-S6 Free Writing Prospectus dated October 12, 2006, including
the Company's
Term Sheet attached thereto (the "Transaction FWP"), the Company's
Prospectus
dated October 6, 2006, and any other "free-writing prospectus" (as
defined
pursuant to Rule 405 under the Act (as defined herein)) (a "Free
Writing
Prospectus") listed on Schedule IV hereto. If, subsequent to the
date of this
Agreement, the Company and the Underwriter determine that such
information
included an untrue statement of material fact or omitted to state a
material
fact necessary in order to make the statements therein, in the
light of the
circumstances under which they were made, not misleading and
terminate their old
purchase contracts and entered into new purchase contracts with
purchasers of
the Publicly Offered Certificates, then "Time of Sale Information"
will refer to
the information available to purchasers at the time of entry into
the first such
new purchase contract, including any information that corrects such
material
misstatements or omissions ("Corrective Information") and "Time of
Sale" will
refer to the time and date on which such new purchase contracts
were entered
into.
Certain
Mortgage Loan documents, including the mortgage notes and
mortgages, will be held by the Trustee pursuant to the Pooling and
Servicing
Agreement. The Publicly Offered Certificates are described more
fully in
Schedule I hereto and in the Time of Sale Information and the
Prospectus (as
defined herein). Capitalized terms used but not defined herein
shall have the
meanings given to them in the Pooling and Servicing Agreement.
1. The
Company represents and warrants to, and agrees with, the
Underwriter that:
(a) A
registration statement on Form S-3 (Commission File No.
333-132809),
including a form of prospectus and such amendments thereto as may
have been
required to the date hereof, relating to the Publicly Offered
Certificates and
the offering thereof from time to time in accordance with Rule 415
under the
Securities Act of 1933, as amended (the "Act"), has been filed with
the
Securities and Exchange Commission (the "Commission") and such
registration
statement, as amended, has become effective. Such registration
statement, as
amended or supplemented as of the date of the Prospectus (as
defined herein),
including the exhibits thereto and information that is contained in
the
Prospectus (as defined below) and is deemed to be part of and
included in such
registration statement as such registration statement may have been
amended or
supplemented as of the date of the Prospectus, is hereinafter
referred to as the
"Registration Statement"; the prospectus first required to be filed
to satisfy
the condition set forth in Rule 172(c) and pursuant to Rule 424(b)
under the
Act, is hereinafter referred to as the "Base Prospectus"; such form
of
supplement to the Base Prospectus relating to the Publicly Offered
Certificates,
in the form first required to be filed to satisfy the condition set
forth in
Rule 172(c) and pursuant to Rule 424(b) under the Act (including
the Base
Prospectus as so supplemented) is hereinafter referred to as the
"Prospectus
Supplement"; and the Base Prospectus and the Prospectus Supplement,
together,
are hereinafter referred to as the "Prospectus". For purposes of
this Agreement,
"Effective Time" means the date and time as of which such
Registration
Statement, or the most recent post-effective amendment thereto, is
declared
effective by the Commission or is deemed effective pursuant to Rule
430B under
the Act, and "Effective Date" means the date of the Effective Time
or deemed
effective date pursuant to Rule 430B under the Act;
(b) On the
Effective Date, the Registration Statement did conform in all
material respects to the requirements of the Act, the Securities
Exchange Act of
1934, as amended (the "Exchange Act"), where applicable, and the
rules and
regulations of the Commission under the Act or the Exchange Act, as
applicable,
and did not, as of the Effective Date, contain any untrue statement
of a
material fact or omit to state a material fact required to be
stated therein or
necessary to make the statements therein not misleading; provided,
however, that
this representation and warranty shall not apply to any statement
or omission
made in reliance upon and in conformity with information furnished
in writing to
the Company by the Underwriter for use in the Registration
Statement;
(c) On the
date of this Agreement, the Registration Statement conforms,
and at the time of the last filing of the Prospectus pursuant to
Rule 424(b),
the Registration Statement and the Prospectus will conform, in all
material
respects to the requirements of the Act and the rules and
regulations of the
Commission thereunder (the "Rules and Regulations"), and, except as
aforesaid,
neither of such documents includes, or will include, any untrue
statement of a
material fact or omits, or will omit, to state any material fact
required to be
stated therein or necessary to make the statements therein not
misleading;
provided, however, that this representation and warranty shall not
apply to any
statement or omission made in reliance upon and in conformity with
information
furnished in writing to the Company by the Underwriter for use in
the
Registration Statement, the Prospectus or the Time of Sale
Information (such
information being collectively referred to as "Underwriter
Statements");
(d) The
documents incorporated by reference in the Prospectus, when
they
were filed with the Commission conformed in all material respects
to the
requirements of the Exchange Act and the rules and regulations
thereunder; and
any further documents so filed and incorporated by reference in the
Prospectus,
when such documents are filed with the Commission, will conform in
all material
respects to the requirements of the Exchange Act and the rules and
regulations
thereunder; provided, however, that this representation and
warranty shall not
apply to any statement or omission made in reliance upon and in
conformity with
the Underwriter Statements;
(e) The
Time of Sale Information, at the Time of Sale, did not, and at
the
Closing Date will not, contain any untrue statement of a material
fact or omit
to state a material fact necessary in order to make the statements
therein, in
the light of the circumstances under which they were made, not
misleading;
provided that the Company makes no representation or warranty with
respect to
any statements or omissions made in reliance upon and in conformity
with the
Underwriter Statements;
(f) Other
than the Prospectus, the Company (including its agents and
representatives other than the Underwriter in its capacity as such)
has not
made, used, prepared, authorized, approved or referred to and will
not make,
use, prepare, authorize, approve or refer to any "written
communication" (as
defined in Rule 405 under the Act) that constitutes an offer to
sell or
solicitation of an offer to buy the Publicly Offered Certificates
other than (i)
any document not constituting a prospectus pursuant to Section
2(a)(10)(a) of
the Act or Rule 134 under the Act, (ii) the Time of Sale
Information, and (iii)
each other written communication of the Company or its agents
and
representatives approved in writing in advance by the Underwriter
or in any
other manner mutually agreed by the Underwriter and the Company
(each such
communication referred to in clause (ii) and this clause (iii)
constituting an
"issuer free writing prospectus," as defined in Rule 433(h) under
the Act, being
referred to as an "Issuer Free Writing Prospectus"). Each such
Issuer Free
Writing Prospectus complied or, if used after the date hereof, will
comply, in
all material respects with the Act and the rules and regulations
promulgated
thereunder, has been filed or will be filed in accordance with
Section 5(a) (to
the extent required thereby) and did not at the Time of Sale, and
at the Closing
Date will not, contain any untrue statements of a material fact or
(when read in
conjunction with the other Time of Sale Information) omit to state
a material
fact necessary in order to make the statements therein, in the
light of the
circumstances under which they were made, not misleading; provided
that the
Company makes no representation and warranty with respect to any
statements or
omissions made in reliance upon and in conformity with the
Underwriter
Statements;
(g) Since
the respective dates as of which information is given in the
Time of Sale Information, Registration Statement or the Prospectus,
there has
not been any change in the capital stock or long-term debt of the
Company or any
of its subsidiaries or any material adverse change, or any
development involving
a prospective material adverse change, in or affecting the general
affairs,
management, financial position, shareholders' equity or results of
operations of
the Company and its subsidiaries, otherwise than as set forth or
contemplated in
the Time of Sale Information, Registration Statement or the
Prospectus;
(h) The
Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of
Delaware and has all
requisite power and authority (corporate and other) to own its
properties and to
conduct its business as described in the Time of Sale Information
and the
Prospectus;
(i) At the
Time of Delivery (as defined herein), the Pooling and Servicing
Agreement, the Bill of Sale and the Assignment Agreements will have
been duly
authorized, executed and delivered and will constitute a valid and
legally
binding obligation of the Company, enforceable in accordance with
its terms,
subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other
laws of general applicability relating to or affecting creditors'
rights and to
general principles of equity;
(j) When
the Certificates are issued, executed, authenticated and
delivered pursuant to this Agreement and the Pooling and Servicing
Agreement,
the Certificates will have been duly authorized, executed,
authenticated, issued
and delivered and will be entitled to the benefits of the Pooling
and Servicing
Agreement; and the Certificates and the Pooling and Servicing
Agreement will
conform to the descriptions thereof in the Time of Sale Information
and the
Prospectus;
(k) The
issue and sale of the Certificates, the compliance by the
Company
with all of the provisions of this Agreement, the Pooling and
Servicing
Agreement, the Bill of Sale and the Assignment Agreements, and the
consummation
of the transactions herein and therein contemplated, will not
conflict with or
result in a breach of any of the terms or provisions of, or
constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or
other material
agreement or instrument to which the Company is a party or by which
the Company
is bound or to which any of the property or assets of the Company
is subject,
nor will such action result in any violation of the provisions of
the
Certificate of Incorporation or the By-Laws of the Company or any
statute or any
order, rule or regulation of any court or governmental agency or
body having
jurisdiction over the Company, or any of its properties; and no
consent,
approval, authorization, order, registration or qualification of or
with any
such court or governmental agency or body is required for the issue
and sale of
the Publicly Offered Certificates or the consummation by the
Company of the
other transactions contemplated by this Agreement, the Pooling and
Servicing
Agreement, the Bill of Sale or the Assignment Agreements except
such as have
been obtained under the Act, and such consents, approvals,
authorizations,
registrations or qualifications as may be required under state
securities or
Blue Sky laws in connection with the purchase and distribution of
the Publicly
Offered Certificates by the Underwriter;
(l) The
statements set forth in the Transaction FWP and the Prospectus
under the caption "Description of the Certificates," insofar as
they purport to
constitute a summary of the terms of the Certificates and insofar
as they
purport to describe the provisions of the documents referred to
therein, are
accurate, complete and fair;
(m) Other
than as set forth or contemplated in the Time of Sale
Information or the Prospectus, there are no legal or governmental
proceedings
pending to which the Company is a party or of which any property of
the Company
is the subject that, if determined adversely to the Company, would
individually
or in the aggregate have a material adverse effect on the condition
(financial
or otherwise), earnings, affairs, business, properties or prospects
of the
Company, and, to the best of the Company's knowledge, no such
proceedings are
threatened or contemplated by governmental authorities or
threatened by others;
(n) The
Company will, at the Time of Delivery, own the Mortgage Loans,
free and clear of any lien, mortgage, pledge, charge, security
interest or other
encumbrance, and, at the Time of Delivery, the Company will have
full power and
authority to sell and deliver the Mortgage Loans to the Trustee
under the
Pooling and Servicing Agreement and at the Time of Delivery will
have duly
authorized such assignment and delivery to the Trustee by all
necessary action;
(o) Any
taxes, fees and other governmental charges in connection with
the
execution, delivery and performance of this Agreement, the Pooling
and Servicing
Agreement, the Bill of Sale, the Assignment Agreements and the
Publicly Offered
Certificates will have been paid at or prior to the Time of
Delivery;
(p) At the
Time of Delivery, the Mortgage Loans will have been duly and
validly assigned and delivered by the Company to the Trustee;
(q) The
Company is not, and on the date on which the first bona fide
offer
of the Publicly Offered Certificates is made (within the meaning of
Rule
164(h)(2) under the Act) will not be, an "ineligible issuer," as
defined in Rule
405 under the Act.
(r) The
Trust created by the Pooling and Servicing Agreement will not
at
the Time of Delivery be required to be registered under the
Investment Company
Act of 1940, as amended (the "Investment Company Act"); and
(s) The
Company is not and at the Time of Delivery will not be an
"investment company," as such term is defined in the Investment
Company Act.
2. The
Underwriter represents and warrants to, and agrees with, the
Company, that:
(a) In relation to each Member State of the European Economic
Area
which has
implemented the Prospectus Directive (each, a "Relevant Member
State"),
the Underwriter has not made and will not make an offer of
Certificates to the public in that Relevant Member State prior to
the
publication of a prospectus in relation to the Publicly Offered
Certificates which has been approved by the competent authority in
that
Relevant
Member State or, where appropriate, approved in another
Relevant
Member
State and notified to the competent authority in that Relevant
Member
State, all in accordance with the Prospectus Directive, except
that
it may,
with effect from and including the relevant implementation
date,
make an
offer of Publicly Offered Certificates to the public in that
Relevant
Member State at any time:
(A) to legal entities which are authorized or regulated
to operate in the financial markets or, if not so authorized
or regulated, whose corporate purpose is solely to invest in
securities;
(B) to any legal entity which has two or more of (1) an
average of at least 250 employees during the last financial
year; (2) a total balance sheet of more than (euro)43,000,000
and (3) an annual net turnover of more than (euro)50,000,000,
as shown in its last annual or consolidated accounts; or
(C) in any other circumstances which do not require the
publication by the issuer of a prospectus pursuant to Article
3 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of
Publicly Offered Certificates to the public" in relation to any
Publicly Offered
Certificates in any Relevant Member State means the communication
in any form
and by any means of sufficient information on the terms of the
offer and the
Publicly Offered Certificates to be offered so as to enable an
investor to
decide to purchase or subscribe the Publicly Offered Certificates,
as the same
may be varied in that Member State by any measure implementing the
Prospectus
Directive in that Member State and the expression "Prospectus
Directive" means
the European Commission Directive 2003/71/EC and includes any
relevant
implementing measure in each Relevant Member State.
(b) The Underwriter has only communicated or caused to be
communicated and will only communicate or cause to be communicated
an
invitation
or inducement to engage in investment activity (within the
meaning of
Section 21 of the United Kingdom Financial Services and Markets
Act 2000
(the "FSMA")) received by it in connection with the issue or
sale
of the
Publicly Offered Certificates in circumstances in which Section
21(1) of
the FSMA does not apply to the issuer.
(c) The Underwriter has complied and will comply with all
applicable
provisions
of the FSMA with respect to anything done by it in relation to
the
Publicly Offered Certificates in, from or otherwise involving
the
United
Kingdom.
3. Subject
to the terms and conditions herein set forth, the Company
agrees to sell to the Underwriter, and the Underwriter agrees to
purchase from
the Company, at a purchase price determined in accordance with
Schedule II
hereto, the principal amount of the Publicly Offered Certificates
in accordance
with Schedule III hereto. Upon the authorization by you of the
release of the
Publicly Offered Certificates, the Underwriter proposes to offer
the Publicly
Offered Certificates for sale to the public (which may include
selected dealers)
upon the terms and conditions set forth in the Time of Sale
Information and the
Prospectus.
4. (a) The
Class A-1A, Class A-1B, Class A-1C, Class A-2, Class A-3, Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and
Class M-7
Certificates to be purchased by the Underwriter will be represented
by one or
more definitive global Certificates in book-entry form, which will
be deposited
by or on behalf of the Company with The Depository Trust Company
("DTC") or its
designated custodian. The Company will deliver such Certificates to
the
Underwriter, against payment by or on behalf of the Underwriter of
the purchase
price therefor by wire transfer to the Company of Federal (same
day) funds, by
causing DTC to credit such Certificates to the account of the
Underwriter at
DTC. The Company will cause the certificates representing such
Certificates to
be made available to the Underwriter for checking at least
twenty-four hours
prior to the Time of Delivery at an office designated by the
Underwriter (the
"Designated Office"). The time and date of such delivery and
payment shall be
10:00 a.m., New York City time, on October 20, 2006, or such other
time and date
as the Underwriter and the Company may agree upon in writing. Such
time and date
are herein called the "Time of Delivery" and such date is herein
called the
"Closing Date."
(b) The
documents to be delivered at the Time of Delivery by or on
behalf
of the parties hereto pursuant to Section 7 hereof, including the
cross-receipt
for the Publicly Offered Certificates and any additional documents
requested by
the Underwriter pursuant to Section 7(n) hereof, will be delivered
at the
offices of Cadwalader, Wickersham & Taft LLP ("Cadwalader") at
One World
Financial Center, New York, NY 10281 (the "Closing Location"), and
the Publicly
Offered Certificates will be delivered at the Designated Office,
all at the Time
of Delivery. A meeting will be held at the Closing Location at 3:00
p.m., New
York City time, on the New York Business Day next preceding the
Time of
Delivery, at which meeting the final drafts of the documents to be
delivered
pursuant to the preceding sentence will be available for review by
the parties
hereto. For the purposes of this Section 4, "New York Business Day"
shall mean
each Monday, Tuesday, Wednesday, Thursday and Friday that is not a
day on which
banking institutions in New York City are generally authorized or
obligated by
law or executive order to close.
5. The
Company agrees with the Underwriter:
(a) If
required, to file the Prospectus with the Commission pursuant
to
and in accordance with Rule 424(b) not later than the time
specified therein,
and, if required, subject to Section 11, to file any Issuer Free
Writing
Prospectus to the extent required by Rule 433 under the Act. The
Company will
advise the Underwriter promptly of any such filing pursuant to Rule
424(b) or
Rule 433;
(b) To
make no amendment or any supplement to the Registration
Statement
or the Prospectus as amended or supplemented, or to prepare, use,
authorize,
approve, refer to or file any Issuer Free Writing Prospectus, in
each case prior
to the Closing Date, without furnishing the Underwriter with a copy
of the
proposed form thereof and providing the Underwriter with a
reasonable
opportunity to review the same; and during such same period to
advise the
Underwriter, promptly after it receives notice thereof, of the time
when any
amendment to the Registration Statement has been filed or becomes
effective or
any supplement to the Prospectus as amended or supplemented or any
amended
Prospectus has been filed or mailed for filing or any such Issuer
Free Writing
Prospectus has been prepared, used, authorized, approved, referred
to or filed,
of the issuance of any stop order by the Commission, of the
suspension of the
qualification of any of the Publicly Offered Certificates for
offering or sale
in any jurisdiction, of the initiation or threatening of any
proceeding for any
such purpose, or of any request by the Commission for the amending
or
supplementing of the Registration Statement, the Prospectus or an
Issuer Free
Writing Prospectus as amended or supplemented or for additional
information;
and, in the event of the issuance of any such stop order or of any
order
preventing or suspending the use of any prospectus relating to the
Publicly
Offered Certificates or suspending any such qualification, to use
promptly its
best efforts to obtain its withdrawal;
(c)
Promptly from time to time to take such action as the Underwriter
may
reasonably request in order to qualify the Publicly Offered
Certificates for
offering and sale under the securities laws of such states as the
Underwriter
may request and to continue such qualifications in effect so long
as necessary
under such laws for the distribution of such Certificates;
provided, that in
connection therewith neither the Trust nor the Company shall be
required to
qualify to do business, or to file a general consent to service of
process in
any jurisdiction, and provided, further, that the expense of
maintaining any
such qualification more than one year from the Closing Date with
respect to such
Certificates shall be at the Underwriter's expense;
(d) To furnish
the Underwriter with copies of the Registration Statement
(including exhibits) and copies of the Prospectus and each Issuer
Free Writing
Prospectus as amended or supplemented in such quantities as the
Underwriter may
from time to time reasonably request; and if, before a period of
six months
shall have elapsed after the Closing Date and the delivery of a
prospectus shall
be at the time required by law (or required to be delivered but for
Rule 172
under the Act) in connection with sales of any Publicly Offered
Certificates,
either (i) any event shall have occurred as a result of which the
Prospectus or
an Issuer Free Writing Prospectus, as the case may be, would
include any untrue
statement of a material fact or omit to state any material fact
necessary in
order to make the statements therein, in the light of the
circumstances under
which they were made, not misleading, or (ii) for any other reason
it shall be
necessary during such same period to amend or supplement the
Prospectus, as
amended or supplemented, or an Issuer Free Writing Prospectus, as
the case may
be, to notify the Underwriter and upon its request to prepare and
furnish
without charge to the Underwriter and to any dealer in securities
as many copies
as the Underwriter may from time to time reasonably request an
amendment or a
supplement to the Prospectus or an Issuer Free Writing Prospectus,
as the case
may be, which will correct such statement or omission or effect
such compliance;
and in case the Underwriter is required by law to deliver a
prospectus in
connection with sales of any of such Publicly Offered Certificates
at any time
six months or more after the Closing Date, upon the Underwriter's
request, but
at its own expense, to prepare and deliver to the Underwriter as
many copies as
the Underwriter may request of an amended or supplemented
prospectus complying
with the Act;
(e) To
make generally available upon request to Holders of the
Publicly
Offered Certificates as soon as practicable, but in any event no
later than
eighteen months after the Closing Date, an earnings statement of
the Company
complying with Rule 158 under the Act and covering a period of at
least twelve
