EXHIBIT 1
GS MORTGAGE SECURITIES CORP.
GSAMP TRUST 2006-HE3
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-HE3
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Underwriting Agreement
Dated as of May 23, 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-HE3 (the "Trust") to issue its Mortgage Pass-Through
Certificates,
Series 2006-HE3 (the "Certificates"), pursuant to a Pooling and
Servicing
Agreement, dated as of May 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"), Select
Portfolio
Servicing, Inc., as a servicer (together with Litton and Avelo,
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"), J.P. Morgan Trust Company, National
Association, as
a custodian ("JP Morgan"), 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 JP Morgan, 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 M-7, Class M-8, Class M-9, 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 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) Fremont Investment & Loan
("Fremont"),
pursuant to an Amended and Restated Flow Mortgage Loan Purchase and
Warranties
Agreement, dated as of January 1, 2006, by and between GSMC and
Fremont, (2)
Meritage Mortgage Corporation ("Meritage"), pursuant to an Amended
and Restated
Flow Mortgage Loan Purchase and Warranties Agreement, dated as of
November 1,
2005, by and between GSMC and Meritage, (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) Impac Funding
Corporation
("Impac"), as successor by merger to Novelle Financial Services,
Inc.
("Novelle"), pursuant to a Flow Mortgage Loan Purchase and
Warranties Agreement,
dated as of December 1, 2005, by and between GSMC and Novelle, (5)
a loan seller
that individually sold mortgage loans comprising less than 5% of
the total
mortgage loans in the trust and (6) 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 May 26,
2006 among Fremont, the Company and GSMC (the "Fremont Assignment
Agreement"),
(2) an Assignment, Assumption and Recognition Agreement, dated as
of May 26,
2006 among Aames, the Company and GSMC (the "Aames Assignment
Agreement"), (3)
an Assignment, Assumption and Recognition Agreement, dated as of
May 26, 2006
among Impac, the Company and GSMC (the "Imapc Assignment
Agreement"), (4) an
Assignment, Assumption and Recognition Agreement, dated as of May
26, 2006 among
Meritage, the Company and GSMC (together with the Fremont
Assignment Agreement,
the Impac Assignment Agreement and the Aames Assignment Agreement,
the
"Assignment Agreements"), and (5) a Bill of Sale, dated as of May
26, 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-HE3 Free Writing Prospectus dated May
11, 2006,
including the Company's Term Sheet attached thereto (the
"Transaction FWP"), the
Company's Prospectus dated March 31, 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-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
M-7, Class M-8 and Class M-9 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 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
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 May 26, 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
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 consecutive months beginning after the Closing Date;
(f) So long as any of the Publicly Offered Certificate
