EXHIBIT 1
GS MORTGAGE SECURITIES CORP.
C-BASS TRUST 2006-CB9
C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2006-CB9
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Underwriting Agreement
Dated as of December 6, 2006
Goldman, Sachs & Co., as
as
representative of the several underwriters
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
GS Mortgage Securities Corp. (the "Company") proposes to cause
C-BASS Trust 2006-CB9 (the "Trust") to issue its C-BASS Mortgage
Loan Asset
Backed Certificates, Series 2006-CB9 (the "Certificates"), pursuant
to a Pooling
and Servicing Agreement, dated as of November 1, 2006 (the "Pooling
and
Servicing Agreement"), by and among the Company, as depositor,
Litton Loan
Servicing LP, as servicer (the "Servicer"), Credit-Based Asset
Servicing and
Securitization LLC, as sponsor ("C-BASS"), 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-2, Class
A-3, Class A-4, 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 identified on
Schedule I
hereto are the "Publicly Offered Certificates." The Publicly
Offered
Certificates, together with the Trust's C-BASS Mortgage Loan
Asset-Backed
Certificates, Class B-1, Class B-2, Class B-3, Class R, Class R-X,
Class CE-1,
Class CE-2 and Class P 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.
The Company purchased certain mortgage loans (the "Mortgage
Loans")
from C-BASS, pursuant to that certain Mortgage Loan Purchase
Agreement (the
"Mortgage Loan Purchase Agreement"), dated as of December 7, 2006,
by and
between the Company, as purchaser, and C-BASS.
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 C-BASS 2006-CB9 Free Writing Prospectus dated
November 28,
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
Underwriters
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 Custodian 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, each
of
the Underwriters 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 an Underwriter expressly through
Goldman, Sachs &
Co. 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 an Underwriter
expressly
through Goldman, Sachs & Co. 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 Underwriters in their capacities 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 Underwriters
or in any
other manner mutually agreed by the Underwriters 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 and the Mortgage Loan Purchase Agreement 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 and the Mortgage Loan Purchase Agreement, 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 or the Mortgage Loan Purchase Agreement 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 Underwriters;
(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 Mortgage Loan Purchase Agreement 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. Each of the Underwriters, severally and not jointly,
represent
and warrant 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"), such 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) Such 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) Such 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 each of the Underwriters, and each of the
Underwriters agrees,
severally and not jointly, 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
several Underwriters propose 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-2, Class A-3, Class A-4, 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 Underwriters 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 Goldman, Sachs & Co. for the account of each 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 Goldman,
Sachs & Co. for checking at least twenty-four hours prior to
the Time of
Delivery at an office designated by Goldman, Sachs & Co. (the
"Designated
Office"). The time and date of such delivery and payment shall be
10:00 a.m.,
New York City time, on December 7, 2006, or such other time and
date as the
Underwriters 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 Underwriters 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 each of the Underwriters:
(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 Underwriters 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 Underwriters
with a copy
of the proposed form thereof and providing the Underwriters with a
reasonable
opportunity to review the same; and during such same period to
advise the
Underwriters, 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
Underwriters may reasonably request in order to qualify the
Publicly Offered
Certificates for offering and sale under the securities laws of
such states as
the Underwriters 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 Underwriters'
expense;
(d) To furnish the Underwriters 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
Underwriters 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 each Underwriter and upon its request to
prepare and
furnish without charge to each Underwriter and to any dealer in
securities as
many copies as each 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 any 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 such
Underwriter's request, but at its own expense, to prepare and
deliver to such
Underwriter as many copies as such 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 Certificates are
outstanding, to furnish the Underwriters copies of all reports or
other
communications (financial or other) furnished to Holders of
Certificates, and to
deliver to each Underwriter during such same period, (i) as soon as
they are
available, copies of any reports and financial statements furnished
to or filed
with the Commission; (ii) copies of each amendment to any of the
Pooling and
Servicing Agreement and the Mortgage Loan Purchase Agreement; and
(iii) such
additional information concerning the business and financial
condition of the
Company or the Trust as each Underwriter may from time to time
reasonably
request; and
(g) Not to be or become an open-end investment company, unit
investment trust, closed-end investment company or face-amount
certificate
company that is or is required to be registered under Section 8 of
the
Investment Company Act.
6. The Company covenants and agrees with the several
Underwriters
that the Company will pay or cause to be paid the following: (i)
the
Commission's filing fees with respect to the Publicly Offered
Certificates; (ii)
the fees, disbursements and expenses of counsel and accountants for
the Company
in connection with the issue of the Certificates and all other
expenses in
connection with the preparation and printing of all amendments and
supplements
thereto and the mailing and delivery of copies thereof to the
Underwriters and
dealers; (iii) the cost of printing or producing this Agreement,
the Pooling and
Servicing Agreement, any Blue Sky Supplement and any term sheets,
computational
materials, preliminary and final prospectus supplements and any
other document
produced in connection with the offering, purchase, sale and
delivery of the
Publicly Offered Certificates; (iv) all expenses in connection with
the
qualification of the Publicly Offered Certificates for offering and
sale under
state securities laws as provided in Section 5(c) hereof, including
the fees and
disbursements of counsel for the Underwriters in connection with
such
qualification and in connection with the Blue Sky Supplement; (v)
any fees
charged by securities rating services for rating the Certificates;
(vi) the cost
of preparing the Certificates; (vii) the fees and expenses of the
Trustee and of
any agent of the Trustee and the fees and disbursements of counsel
for the
Trustee in connection with the Pooling and Servicing Agreement and
the
Certificates; (viii) any cost incurred in connection with the
designation of the
Certificates for trading in PORTAL; and (ix) all other costs and
expenses
incident to the performance of the Company's obligations hereunder
that are not
otherwise specifically provided for in this Section. It is
understood, however,
that, except as provided in this Section 6
