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EXHIBIT 1
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GS MORTGAGE SECURITIES CORPORATION II
GS MORTGAGE SECURITIES TRUST 2007-GG10
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES
2007-GG10
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Underwriting Agreement
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Dated as of June 21, 2007
Goldman, Sachs & Co. Greenwich Capital Markets, Inc.
85 Broad Street 600 Steamboat Road
New York, New York 10004 Greenwich, Connecticut 06830
Bear, Stearns & Co. Inc. Merrill Lynch, Pierce, Fenner
383 Madison Avenue & Smith Incorporated
New York, New York 10179 4 World Financial Center, 16th
Floor
250 Vesey Street
New York, New York 10080
Morgan Stanley & Co. Incorporated Wachovia Capital Markets,
LLC
1585 Broadway 301 S. College Street
New York, New York 10036 NC0166
Charlotte, North Carolina 28288
Ladies and Gentlemen:
GS Mortgage Securities Corporation II, a Delaware corporation
(the
"Company"), proposes to cause to be issued its GS Mortgage
Securities Trust
2007-GG10, Commercial Mortgage Pass-Through Certificates, Series
2007-GG10 (the
"Certificates"), consisting of twenty-seven (27) classes
designated as the Class
A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A,
Class X, Class
A-M, Class A-J, Class B, Class C, Class D, Class E, Class F,
Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P,
Class Q, Class S,
Class R and Class LR Certificates under a Pooling and Servicing
Agreement (the
"Pooling and Servicing Agreement"), dated as of July 1, 2007,
among the Company,
Wachovia Bank, National Association, as master servicer (in such
capacity, the
"Master Servicer"), CWCapital Asset Management LLC, as special
servicer (the
"Special Servicer"), and Wells Fargo Bank, N.A., as trustee (the
"Trustee"), and
proposes to sell the Class A-1, Class A-2, Class A-3, Class
A-AB, Class A-4,
Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D,
Class E and Class F
Certificates (collectively, the "Publicly Offered Certificates")
to Goldman,
Sachs & Co. ("Goldman"), Greenwich Capital Markets, Inc.
("GCMI"), Bear, Stearns
& Co. Inc. ("BSCI"), Merrill Lynch, Pierce, Fenner &
Smith Incorporated
("Merrill"), Morgan Stanley & Co. Incorporated ("MS") and
Wachovia Capital
Markets, LLC ("Wachovia" and, together with Goldman, GCMI, BSCI,
Merrill and MS,
the "Underwriters"). The Certificates will represent in the
aggregate the entire
beneficial ownership interest in a trust fund (the "Trust Fund")
primarily
consisting of a segregated pool (the "Mortgage Pool") of
mortgage loans (the
"Mortgage Loans") secured by first liens on commercial and
multifamily
properties. The Mortgage Loans will be purchased by the Company
from (i)
Greenwich Capital Financial Products, Inc. ("Greenwich")
pursuant to a Mortgage
Loan Purchase Agreement (the "Greenwich Purchase Agreement"),
dated as of July
1, 2007, between the Company and Greenwich, (ii) Goldman Sachs
Mortgage Company
("GSMC") pursuant to a Mortgage Loan Purchase Agreement (the
"GSMC Purchase
Agreement"), dated as of July 1, 2007, between the Company and
GSMC, (iii)
Lehman Brothers Holdings Inc. ("Lehman") pursuant to a Mortgage
Loan Purchase
Agreement (the "Lehman Purchase Agreement"), dated as of July 1,
2007, between
the Company and Lehman and (iv) Wachovia Bank, National
Association ("Wachovia"
and, together with Greenwich, GSMC and Lehman, the "Mortgage
Loan Sellers")
pursuant to the Mortgage Loan Purchase Agreement, dated as of
July 1, 2007 (the
"Wachovia Purchase Agreement" and, together with the Greenwich
Purchase
Agreement, the GSMC Purchase Agreement and the Lehman Purchase
Agreement, the
"Purchase Agreements"), between the Company and Wachovia, in
each case in
exchange for immediately available funds. This is to confirm the
arrangements
with respect to your purchase of the Publicly Offered
Certificates. Capitalized
terms used but not defined herein shall have the meanings given
to them in the
Pooling and Servicing Agreement.
At or prior to the time when sales to purchasers of the
Publicly
Offered Certificates were first made, which was approximately
3:25 p.m. on June
21, 2007 (the "Time of Sale"), the Company had prepared the
following
information (collectively, the "Time of Sale Information"): the
Company's free
writing prospectus, dated June 13, 2007 (the cover page of which
is attached
hereto as Annex A), as amended and supplemented by the free
writing prospectus
dated June 13, 2007 (the cover page of which is attached hereto
as Annex B), the
Company's Prospectus dated June 13, 2007, relating to the
Publicly Offered
Certificates, and each a "free-writing prospectus" (as defined
pursuant to Rule
405 under the Securities Act) (a "Free Writing Prospectus"). If,
subsequent to
the date of this Agreement, the Company and the Underwriters (x)
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 (y)
terminate their old purchase contracts and enter into new
purchase contracts
with investors in the Publicly Offered Certificates, then "Time
of Sale
Information" will refer to the information conveyed 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.
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.
333-136045), 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
"Securities Act"), has
been filed with the Securities and Exchange Commission (the
"Commission") and
such registration statement, as amended, has become effective.
No stop order
suspending the effectiveness of such registration statement is
in effect, and no
proceedings for such purpose are pending or, to the Company's
knowledge,
threatened by the Commission. Such registration statement,
including the
exhibits thereto and any information that is contained in the
Prospectus (as
defined below) and is deemed to be a part of and included in
such registration
statement, as such registration statement may have been amended
or supplemented
at 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
Securities Act is
hereinafter referred to as the "Base Prospectus"; the 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 Securities Act is hereinafter
referred to as
the "Prospectus Supplement"; and the Base Prospectus and the
Prospectus
Supplement, including the diskette delivered therewith,
together, are
hereinafter referred to as the "Prospectus." The conditions to
the use of a
registration statement on Form S-3 under the Securities Act, as
set forth in the
General Instructions to Form S-3, and the conditions of Rule 415
under the
Securities Act have been satisfied with respect to the
Registration Statement.
There is no request by the Commission for any further amendment
of the
Registration Statement or the Prospectus or for any additional
information.
There has been no notification with respect to the suspension of
the
qualification for sale of the Certificates for sale in any
jurisdiction or any
proceeding for such purpose having been instituted or
threatened;
(b) As of its effective date or deemed effective date pursuant
to
Rule 430B under the Securities Act (the "Effective Date")
Registration Statement
did conform in all material respects to the requirements of the
Securities Act,
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), where
applicable, and the rules and regulations of the Commission
under the Securities
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 Underwriter Information (as defined below);
(c) As of the date of the Prospectus Supplement, the Prospectus
will
conform, in all material respects to the requirements of the
Securities Act, the
Exchange Act and the rules and regulations of the Commission
thereunder (the
"Rules and Regulations"), and such document does not include,
and will not
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 Underwriter Information;
(d) The documents incorporated by reference in the
Registration
Statement and 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 Registration Statement and 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 the Company makes no
representations,
warranties or agreements as to (A) the information contained in
the Prospectus
or any revision or amendment thereof or supplement thereto in
reliance upon and
in conformity with information furnished in writing to the
Company by Goldman or
GCMI on behalf of itself or the other Underwriters specifically
for use in
connection with the preparation of the Time of Sale Information
or Prospectus or
any revision or amendment thereof or supplement thereto (the
"Underwriter
Information"), (B) any information contained in or omitted from
the portions of
the Prospectus for which the Mortgage Loan Sellers are obligated
to indemnify
the Underwriters pursuant to the Indemnification Agreements,
each dated as of
June 21, 2007, between each Mortgage Loan Seller, respectively,
and the Company
(the "Mortgage Loan Seller Information"), (C) any information
contained in or
omitted from the portions of the Prospectus for which the Master
Servicer is
obligated to indemnify the Underwriters pursuant to the
Indemnification
Agreement, dated as of June 21, 2007, between the Master
Servicer and the
Company (the "Master Servicer Information"), (D) any information
contained in or
omitted from the portions of the Prospectus for which the
Special Servicer is
obligated to indemnify the Underwriters pursuant to the
Indemnification
Agreement, dated as of June 21, 2007, between the Special
Servicer and the
Company (the "Special Servicer Information"), or (E) any
information contained
in or omitted from the portions of the Prospectus for which the
Trustee is
obligated to indemnify the Underwriters pursuant to the
Indemnification
Agreement, dated as of June 21, 2007, between the Trustee and
the Company (the
"Trustee Information"). The Underwriter Information shall
consist of the fourth
paragraph, the fifth paragraph (other than the first sentence
thereof) and the
seventh paragraph of the section of the Prospectus Supplement
entitled "Plan of
Distribution" and the second to last paragraph on the cover page
of the
Prospectus Supplement;
(e) Since the date as of which information is given in 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 change, that would have a material
adverse effect on the
ability of the Company to perform its obligations under this
Agreement, the
Pooling and Servicing Agreement or any Purchase Agreement;
(f) 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 and warranty
with respect to
(A) any statements or omissions made in reliance upon and in
conformity with the
Underwriter Information or (B) any Mortgage Loan Seller
Information contained in
or omitted from such Time of Sale Information. The parties
acknowledge that none
of the Underwriters has furnished any Underwriter Information to
the Depositor
expressly for use in the Time of Sale Information.
(g) Other than the Prospectus, the Company (including its agents
and
representatives other than the Underwriters in their 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 Securities 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 Securities Act or Rule 134 under the Securities Act, (ii)
the Time of
Sale Information, and (iii) each other written communication of
the Company or
its agents and representatives approved by the Underwriters
either in writing in
advance 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 Securities Act, being referred to herein 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
Securities Act and the rules and regulations promulgated
thereunder, has been
filed or will be filed in accordance with Section 12 (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 (i) any statements
or omissions made
in reliance upon and in conformity with the Underwriter
Information or (ii) any
Mortgage Loan Seller Information contained in or omitted from
any Issuer Free
Writing Prospectus. The parties acknowledge that none of the
Underwriters has
furnished any Underwriter Information to the Depositor expressly
for use in any
Issuer Free Writing 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,
including, without
limitation, all material licenses, certificates, authorizations
or permits
issued by the appropriate state, federal or foreign regulatory
agencies or
bodies) to own its properties and to conduct its business as
described in the
Prospectus, and is duly qualified as a foreign corporation in
good standing in
all jurisdictions in which the ownership or lease of its
property or the conduct
of its business requires such qualification, except where the
failure to be so
qualified would not have a material adverse effect on the
Company or its
execution and performance of the terms of this Agreement;
(i) this Agreement has been duly authorized, executed and
delivered
by the Company;
(j) At the Time of Delivery (as defined in Section 4 hereof)
the
Pooling and Servicing Agreement and the Purchase Agreements will
have been duly
authorized, executed and delivered. At the Time of Delivery, the
Pooling and
Servicing Agreement and the Purchase Agreements will constitute
valid and
legally binding obligations of the Company, enforceable in
accordance with their
respective 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;
(k) 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 Prospectus;
(l) 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 Purchase Agreements, and the consummation of
the transactions
herein and therein contemplated, (1) 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, (2) will
not 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; (3) except as
contemplated by the Pooling
and Servicing Agreement, will not result in the creation or
imposition of any
lien, charge or encumbrance upon any of its property or assets
pursuant to the
terms of any such indenture, mortgage, contract or other
instrument. No consent,
approval, authorization, order, registration or qualification of
or with any
such court or governmental agency or body is required for the
authorization,
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 Purchase Agreements except such
as have been
obtained under the Securities 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;
(m) The statements set forth in the Prospectus under the
caption
"Description of the Offered 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;
(n) Other than as set forth or contemplated in the Prospectus or
in
the Time of Sale Information, 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 are required to be described in the
Prospectus or Time of
Sale Information or that, if determined adversely to the
Company, would
individually or in the aggregate (i) 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, (ii) invalidate this Agreement, the
Pooling and Servicing
Agreement, any Purchase Agreement or the Certificates, (iii)
prevent the
issuance of the Certificates or the consummation of any of the
transactions
contemplated by this Agreement, (iv) materially and adversely
affect the
performance by the Company of its obligations under, or the
validity or
enforceability against the Company of, this Agreement, the
Pooling and Servicing
Agreement, any Purchase Agreement or the Certificates or (v)
adversely affect
the federal income tax attributes of the Certificates described
in the
Prospectus or the Time of Sale Information;
(o) 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;
(p) Any taxes, fees and other governmental charges in
connection
with the execution, delivery and performance of this Agreement,
the Pooling and
Servicing Agreement, the Purchase Agreements and the Publicly
Offered
Certificates will have been paid at or prior to the Time of
Delivery;
(q) Neither the Company nor the Trust Fund is, and neither the
sale
of the Certificates in the manner contemplated by the Prospectus
nor the
activities of the Trust Fund pursuant to the Pooling and
Servicing Agreement
will cause the Company or the Trust Fund to be an "investment
company" or under
the control of an "investment company" as such terms are defined
under the
Investment Company Act of 1940, as amended (the "Investment
Company Act"), and
the Pooling and Servicing Agreement is not required to be
qualified under the
Trust Indenture Act of 1939, as amended;
(r) At the Time of Delivery, the Mortgage Loans will have been
duly
and validly assigned and delivered by the Company to the
Trustee;
(s) 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;
(t) There are no contracts, indentures or other documents of
a
character required by the Securities Act or by the rules and
regulations
thereunder to be described or referred to in the Registration
Statement or the
Prospectus or to be filed as exhibits to the Registration
Statement that have
not been so described or referred to therein or so filed or
incorporated by
reference as exhibits thereto;
(u) 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;
(v) Each of the Publicly Offered Certificates will be
mortgage
related securities, as defined in Section 3(a)(41) of the
Exchange Act;
(w) Under generally accepted accounting principles and for
federal
income tax purposes, the Company will report the transfer of the
Mortgage Loans
to the Trustee in exchange for the Certificates and the sale of
the Publicly
Offered Certificates to the Underwriters pursuant to this
Agreement as a sale of
the interest in the Mortgage Loans evidenced by the Publicly
Offered
Certificates. The consideration received by the Company upon the
sale of the
Publicly Offered Certificates to the Underwriters will
constitute reasonably
equivalent value and fair consideration for the Publicly Offered
Certificates.
The Company will be solvent at all relevant times prior to, and
will not be
rendered insolvent by, the sale of the Publicly Offered
Certificates to the
Underwriters. The Company is not selling the Publicly Offered
Certificates to
the Underwriters with any intent to hinder, delay or defraud any
of the
creditors of the Company;
(x) The Company has not relied on the Underwriters for any
tax,
regulatory, accounting or other advice with respect to
compliance with or
registration under any statute, rule or regulation of any
governmental,
regulatory, administrative or other agency or authority. The
Company
acknowledges and agrees that (i) the terms of this Agreement and
the offering
(including the price of the Certificates) were negotiated at
arm's length
between sophisticated parties represented by counsel; (ii) no
fiduciary,
advisory or agency relationship between the Company and the
Underwriters has
been created as a result of any of the transactions contemplated
by this
Agreement, irrespective of whether any Underwriter has advised
or is advising
the Company on other matters; (iii) the Underwriters'
obligations to the Company
in respect of the offering, and the purchase and sale, of the
Certificates are
set forth in this Agreement in their entirety; and (iv) it has
obtained such
legal, tax, accounting and other advice as it deems appropriate
with respect to
this Agreement and the transactions contemplated hereby and any
other activities
undertaken in connection therewith, and it is not relying on the
Underwriters
with respect to any such matters; and
(y) 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 Securities Act) will not be, an "ineligible
issuer," as
defined in Rule 405 under the Securities Act.
2. Each 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"), 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) Each Underwriter is a person whose ordinary activities
involve
it in acquiring, holding, managing or disposing of investments
(as principal or
agent) for the purposes of its business and it has not offered
or sold and will
not offer or sell the Publicly Offered Certificates other than
to persons whose
ordinary activities involve them in acquiring, holding,
managing, or disposing
of investments (as principal or agent) for the purposes of their
businesses or
who it is reasonable to expect will acquire, hold, manage or
dispose of
investments (as principal or agent) for the purposes of their
businesses where
the issue of the Publicly Offered Certificates would otherwise
constitute a
contravention of Section 19 of the United Kingdom Financial
Services and Markets
Act 2000 (the "FSMA").
(c) Each 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 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.
(d) Each 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.
(e) Each Underwriter will not offer or sell any Publicly
Offered
Certificates, directly or indirectly, in Japan or to, or for the
benefit of, any
resident of Japan (which term as used herein means any person
resident in Japan,
including any corporation or other entity organized under the
laws of Japan), or
to others for re offering or resale, directly or indirectly, in
Japan or to a
resident of Japan, except pursuant to an exemption from the
registration
requirements of, and otherwise in compliance with, the
Securities and Exchange
Law of Japan and any other applicable laws, regulations and
ministerial
guidelines of Japan.
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 Prospectus.
4. (a) Except as set forth in the next paragraph, the
Publicly
Offered 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 each Underwriter, against payment by or on behalf of such
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
respective accounts of
the Underwriters at DTC. The Company will cause the certificates
representing
such Certificates to be made available to the Underwriters for
checking at least
twenty-four hours prior to the Time of Delivery at an office
designated by the
Underwriters (the "Designated Office"). The time and date of
such delivery and
payment shall be 10:00 a.m., New York City time, on July 10,
2007, 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(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 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.
The Company will advise the Underwriters promptly of any such
filing pursuant to
and within the time frames set forth in Rule 424(b). Subject to
Section 12, the
Company will cause each Issuer Free Writing Prospectus to be
transmitted for
filing pursuant to Rule 433 under the Securities Act by means
reasonably
calculated to result in filing with the Commission pursuant to
said rule;
(b) To make no amendment or any supplement to the
Registration
Statement or the Prospectus as amended or supplemented prior to
the Closing
Date, or to prepare, use, authorize, approve, refer to or file
any Issuer Free
Writing Prospectus, 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, 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 or the 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;
(d) To furnish the Underwriters with copies of the
Registration
Statement (including exhibits), copies of the Prospectus and
each 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 in connection with sales of any
such Publicly
Offered Certificates, either (i) any event shall have occurred
as a result of
which the Prospectus 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, to
notify each Underwriter and upon their 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 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
Certificates at any
time six months or more after the Closing Date, upon such
Underwriter's request,
to prepare and deliver to the Underwriter as many copies as such
Underwriter may
request of an amended or supplemented prospectus complying with
the Securities
Act;
(e) To make generally available 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 Securities 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 Purchase Agreements; 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, the Time of Sale Information, any Issuer Free Writing
Prospectus, the
Prospectus 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; 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; (vii) any cost
incurred in connection
with the designation of the Certificates for trading in PORTAL;
and (viii) 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 6. It is understood, however, that, except as provided
in this Section 6
and Sections 8, 11 and 13(c) hereof, the Underwriters will pay
all of their own
costs and expenses, including the fees of their counsel,
transfer taxes on
resale of any of the Publicly Offered Certificates by it and any
advertising
expenses connected with any offers it may make.
7. The obligations of the Underwriters hereunder shall be
subject,
in their discretion, to the condition that all representations
and warranties
and other statements of the Company herein are, at and as of the
Time of
Delivery, true and correct, the condition that the Company shall
have performed
all of its obligations hereunder theretofore to be performed,
and the following
additional conditions:
(a) The Pooling and Servicing Agreement, the Purchase Agreements
and
all of the other agreements identified in such agreements shall
have been duly
entered into by all of the respective parties;
(b) Cadwalader, counsel to the Company and the Underwriters,
shall
have furnished to the Underwriters its written opinion, dated
the Time of
Delivery, in form and substance satisfactory to the
Underwriters;
(c) Cadwalader, counsel to the Company and the Underwriters,
shall
have furnished to the Underwriters its letter relating to the
Prospectus, dated
the Time of Delivery, in form and substance satisfactory to the
Underwriters;
(d) In-house counsel for the Company shall have furnished to
the
Underwriters a written opinion, dated the Time of Delivery, in
form and
substance satisfactory to the Underwriters;
(e) Counsel for each Mortgage Loan Seller shall have furnished
to
the Underwriters its written opinion, dated the Time of
Delivery, in form and
substance satisfactory to the Underwriters;
(f) [Reserved];
(g) Counsel for the Master Servicer satisfactory to the
Underwriters
shall have furnished to the Underwriters its written opinion,
dated the Time of
Delivery, in form and substance satisfactory to the Underwriters
and counsel for
the Underwriters;
(h) Counsel for the Special Servicer satisfactory to the
Underwriters shall have furnished to the Underwriters its
written opinion, dated
the Time of Delivery, in form and substance satisfactory to the
Underwriters and
counsel for the Underwriters;
(i) Counsel for the Trustee satisfactory to the Underwriters
shall
have furnished to the Underwriters its written opinion, dated as
of the Time of
Delivery, in form and substance satisfactory to the Underwriters
and counsel for
the Underwriters;
(j) The independent accountants of the Company or other
accountants
acceptable to the Underwriters shall have furnished to the
Underwriters a letter
or letters, dated on the date hereof, and a letter or letters,
dated the Time of
Delivery, respectively, containing statements and information of
the type
customarily included in accountants' "comfort letters" and
"agreed upon
procedures letters" with respect to certain financial
information contained in
the Time of Sale Information and the Prospectus, in each case as
to such matters
as the Underwriters may reasonably request and in form and
substance
satisfactory to the Underwriters;
(k) (i) Neither
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