UNDERWRITING AGREEMENT

                                                                       EXHIBIT 1

                          GS MORTGAGE SECURITIES CORP.

                               GSAMP TRUST 2007-H1

               MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-H1

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                             Underwriting Agreement
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                          Dated as of January 29, 2007

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 2007-H1 (the "Trust") to issue its Mortgage Pass-Through Certificates,
Series 2007-H1 (the "Certificates"), pursuant to a Pooling and Servicing
Agreement, dated as of January 1, 2007 (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"), U.S. Bank National Association, as a
custodian ("U.S. Bank"), Deutsche Bank National Trust Company, as a custodian
(together with U.S. Bank, 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-1A,
Class A-1B, Class A-1C, Class A-2A1, Class A-2A2S, Class A-2A2M, Class A-2B
Class A-2C, 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 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) Decision One Mortgage Company, LLC
("Decision One"), pursuant to the Flow Mortgage Loan Purchase and Warranties
Agreement, dated as of May 1, 2006, by and between GSMC and Decision One, (2)
First Horizon Home Loan Corporation ("First Horizon"), pursuant to the Flow
Mortgage Loan Purchase and Warranties Agreement, dated as of May 1, 2006, by and
between GSMC and First Horizon, (3) MILA, Inc. ("MILA"), pursuant to the Second
Amended and Restated Flow Mortgage Loan Purchase Agreement, dated as of June 1,
2006, by and between GSMC and MILA, (4) NovaStar Mortgage, Inc. ("NovaStar"),
pursuant to the Flow Mortgage Loan Purchase and Warranties Agreement, dated May
1, 2006, by and between GSMC and NovaStar, (5) Quicken Loans, Inc. ("Quicken"),
pursuant to the Amended and Restated Seller's Purchase, Warranties and Interim
Servicing Agreement, dated as of June 1, 2006, as amended by Amendment No. 1,
dated as of October 30, 2006, by and between GSMC and Quicken, (6) Residential
Funding Company, LLC ("RFC"), pursuant to the Flow Mortgage Loan Purchase and
Warranties Agreement, dated as of May 1, 2006, by and between GSMC and RFC, (7)
Senderra Funding LLC ("Senderra"), pursuant to the Flow Mortgage Loan Purchase
and Warranties Agreement, dated as of March 1, 2006, as amended by Amendment No.
1, dated as of June 28, 2006, by and between GSMC and Senderra, (8) Mortgage
Access Corp. d/b/a Weichert Financial Services ("Weichert"), pursuant to the
Amended and Restated Flow Mortgage Loan Purchase, Warranties and Interim
Servicing Agreement, dated as of January 1, 2006, as amended by Amendment No. 1,
dated as of June 1, 2006, by and between GSMC and Weichert, (9) Wilmington
Finance, Inc. ("Wilmington"), pursuant to the Flow Mortgage Loan Purchase,
Warranties and Servicing Agreement,, dated as of November 1, 2006, by and
between GSMC and Wilmington, and (10) 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 January 31, 2007,
among Decision One, the Company and GSMC (the "Decision One Assignment
Agreement"), (3) an Assignment, Assumption and Recognition Agreement, dated
January 31, 2007, among NovaStar, the Company and GSMC (the "NovaStar Assignment
Agreement"), (4) an Assignment, Assumption and Recognition Agreement, dated
January 31, 2007, among First Horizon, the Company and GSMC (the "First Horizon
Assignment Agreement," and together with the preceding agreements, the
"Assignment Agreements") and (5) a Bill of Sale, dated as of January 31, 2007,
by and 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 2007-H1 Free Writing Prospectus dated January 22, 2007,
including the Company's Term Sheet attached thereto (the "January 22 FWP") and
the GSAMP 2007-H1 Free Writing Prospectus dated January 35, 2007 (together with
the January 22 FWP, 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 "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-2A1, Class
A-2A2S, Class A-2A2M, Class A-2B, Class A-2C, 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 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 January 31, 2007, 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 request of an amended or
supplemented prospectus complying with the A