EXHIBIT 1
GS MORTGAGE SECURITIES CORP.
GSAMP TRUST 2006-HE7
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-HE7
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Underwriting Agreement
Dated as of October 27, 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-HE7 (the "Trust") to issue its Mortgage Pass-Through
Certificates,
Series 2006-HE7 (the "Certificates"), pursuant to a Pooling and
Servicing
Agreement, dated as of August 1, 2006 (the "Pooling and Servicing
Agreement"),
by and among the Company, as depositor, Litton Loan Servicing LP,
as a servicer
("Litton"), Avelo Mortgage, L.L.C., as a servicer ("Avelo",
together with
Litton, the "Servicers"), Wells Fargo Bank, N.A., as master
servicer (in such
capacity, the "Master Servicer") and as securities administrator
(in such
capacity, the "Securities Administrator"), The Bank of New York, as
a custodian
("BoNY"), U.S. Bank National Association, as a custodian ("U.S.
Bank"), Deutsche
Bank National Trust Company, as a custodian (together with U.S.
Bank and BoNY,
the "Custodians") and LaSalle Bank National Association, as trustee
(the
"Trustee"), and proposes to sell to you (the "Underwriter") the
Certificates
specified on Schedule I hereto. The Class A-1, Class A-2A, Class
A-2B Class
A-2C, Class A-2D, Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5, Class
M-6, Class R, Class RC and Class RX 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
M-7, Class
M-8, Class M-9, Class B-1, Class B-2, Class P and Class X
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) First Horizon Home Loan
Corporation
("First Horizon"), pursuant to a Flow Mortgage Loan Purchase and
Warranties
Agreement, dated as of May 1, 2006, by and between GSMC and First
Horizon, (2)
NovaStar Mortgage, Inc. ("NovaStar"), pursuant to a Flow Mortgage
Loan Purchase
and Warranties Agreement, dated as of May 1, 2006, by and between
GSMC and
NovaStar, (3) Aames Capital Corporation ("Aames"), pursuant to a
Flow Mortgage
Loan Purchase and Warranties Agreement, dated as of April 1, 2006,
by and
between GSMC and Aames, (4) 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 31,
2006 among First Horizon, the Company and GSMC (the "First Horizon
Assignment
Agreement"), (2) an Assignment, Assumption and Recognition
Agreement, dated as
of October 31, 2006 among Aames, the Company and GSMC (the "Aames
Assignment
Agreement"), (3) an Assignment, Assumption and Recognition
Agreement, dated as
of October 31, 2006 among NovaStar, the Company and GSMC (the
"NovaStar
Assignment Agreement"), (4) (together with the First Horizon
Assignment
Agreement and the Aames Assignment Agreement, the "Assignment
Agreements"), and
(5) a Bill of Sale, dated as of October 31, 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-HE7 Free Writing Prospectus dated
October 23,
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 Publicly Offered Certificates are issued,
executed,
authenticated and delivered pursuant to this Agreement and the
Pooling and
Servicing Agreement, the Publicly Offered 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
Publicly Offered
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 Publicly Offered 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 Publicly
Offered
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
Publicly
Offered 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-1, Class A-2A, Class A-2B, Class A-2C, Class
A-2D, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and
Class M-6
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 Publicly
Offered
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 Publicly
Offered
Certificates to the account of the Underwriter at DTC. The Class R,
Class RC and
Class RX Certificates will be represented by one or more definitive
Certificates
in the physical form. The Company will cause the certificates
representing such
Publicly Offered 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
31, 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(q) 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
Publicly Offered
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 Publicly Offered 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