GSAMP Trust 2006-FM1 – ‘8-K’ for 4/27/06 – EX-1

On:  Thursday, 5/18/06, at 5:04pm ET   ·   For:  4/27/06   ·   Accession #:  914121-6-1853   ·   File #:  333-132809-01

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     21K 
 2: EX-1        Underwriting Agreement                                23±    99K 
 3: EX-4        Pooling and Servicing Agreement                      497±  1.98M 

EX-1   —   Underwriting Agreement

EX-1
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GS MORTGAGE SECURITIES CORP.

GSAMP TRUST 2006-FM1

 MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-FM1

------------------------------------------------------------

Underwriting Agreement
----------------------

Dated as of April 25, 2006

Goldman, Sachs & Co.                                                            
85 Broad Street                                                                 
New York, New York 10004                                                        

Ladies and Gentlemen:                                                           

            GS Mortgage Securities Corp. (the "Company") proposes to cause GSAMP
Trust 2006-FM1 (the "Trust") to issue its Mortgage Pass-Through Certificates,   
Series 2006-FM1 (the "Certificates"), pursuant to a Trust Agreement, dated as of
April 1, 2006 (the "Trust Agreement"), by and among the Company, as depositor,  
and Deutsche Bank National Trust Company, as trustee (the "Trustee"), and       
proposes to sell to you (the "Underwriter") the Certificates specified on       
Schedule I hereto. The Class A-1, Class A-2A, Class A-2B, Class A-2C, Class     
A-2D, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M 
7, Class B-1, Class B-2, Class R, Class RC and Class RX Certificates identified 
on Schedule I hereto are the "Publicly Offered Certificates." The Publicly      
Offered Certificates, together with the Trust's Mortgage Pass-Through           
Certificates, Class B-3 and Class B-4 and a 49% interest in each of the Class X 
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.             

          Goldman Sachs Mortgage Company ("GSMC") purchased certain mortgage
loans (the "Mortgage Loans") from Fremont Investment & Loan ("Fremont"),        
pursuant to that certain Amended and Restated Flow Agreement, dated as of       
January 1, 2006, by and between GSMC as purchaser, and Fremont, as seller.      

            The Company will acquire the Mortgage Loans from GSMC pursuant to an
Assignment and Recognition Agreement, dated as of April 27, 2006 (the           
"Assignment Agreement"), among GSMC, the Company and Fremont.                   

       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 FFMLT 2006-FM1 Free Writing Prospectus dated April 14, 2006, 
including the Company's Term Sheet attached thereto (the "Transaction FWP"), the
Company's Prospectus dated March 31, 2006, and any other "free-writing          
prospectus" (as defined pursuant to Rule 405 under the Act (as defined herein)) 
(a "Free Writing Prospectus") listed on Schedule IV hereto. If, subsequent to   
the date of this Agreement, the Company and the Underwriter determine that such 
information included an untrue statement of material fact or omitted to state a 
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading and terminate their
old purchase contracts and entered into new purchase contracts with purchasers  
of the Publicly Offered Certificates, then "Time of Sale Information" will refer
to the information available to purchasers at the time of entry into the first  
such new purchase contract, including any information that corrects such        
material misstatements or omissions ("Corrective Information") and "Time of     
Sale" will refer to the time and date on which such new purchase contracts were 
entered into.                                                                   

         Certain Mortgage Loan documents, including the mortgage notes and
mortgages, will be held by the Trustee pursuant to the Trust 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 Trust 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 Trust
Agreement and the Assignment 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 Trust Agreement, the Certificates  
will have been duly authorized, executed, authenticated, issued and delivered   
and will be entitled to the benefits of the Trust Agreement; and the            
Certificates and the Trust 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 Trust Agreement and   
the Assignment 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 Trust Agreement or the Assignment 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 Underwriter;                                        

     (l) The statements set forth in the Transaction FWP and the
Prospectus under the caption "Description of the Certificates," insofar as they 
purport to constitute a summary of the terms of the Certificates and insofar as 
they purport to describe the provisions of the documents referred to therein,   
are accurate, complete and fair;                                                

         (m) Other than as set forth or contemplated in the Time of Sale
Information or the Prospectus, there are no legal or governmental proceedings   
pending to which the Company is a party or of which any property of the Company 
is the subject that, if determined adversely to the Company, would individually 
or in the aggregate have a material adverse effect on the condition (financial  
or otherwise), earnings, affairs, business, properties or prospects of the      
Company, and, to the best of the Company's knowledge, no such proceedings are   
threatened or contemplated by governmental authorities or threatened by others; 

         (n) The Company will, at the Time of Delivery, own the Mortgage
Loans, free and clear of any lien, mortgage, pledge, charge, security interest  
or other encumbrance, and, at the Time of Delivery, the Company will have full  
power and authority to sell and deliver the Mortgage Loans to the Trustee under 
the Trust 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 Trust       
Agreement, the Assignment 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 Trust Agreement will not at the Time
of Delivery be required to be registered under the Investment Company Act of    
1940, as amended (the "Investment Company Act"); and                            

           (s) The Company is not and at the Time of Delivery will not be an
"investment company," as such term is defined in the Investment Company Act.    

             2. The Underwriter represents and warrants to, and agrees with, the
Company, that:                                                                  

            (a) In relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a "Relevant Member        
State"), the Underwriter has not made and will not make an offer of Certificates
to the public in that Relevant Member State prior to the publication of a       
prospectus in relation to the Publicly Offered Certificates which has been      
approved by the competent authority in that Relevant Member State or, where     
appropriate, approved in another Relevant Member State and notified to the      
competent authority in that Relevant Member State, all in accordance with the   
Prospectus Directive, except that it may, with effect from and including the    
relevant implementation date, make an offer of Publicly Offered Certificates to 
the public in that Relevant Member State at any time:                           

                  (A)to legal entities which are authorized or regulated
         to operate in the financial markets or, if not so authorized or
   regulated, whose corporate purpose is solely to invest in
securities;                                           

                (B) to any legal entity which has two or more of (1)
        an average of at least 250 employees during the last financial
           year; (2) a total balance sheet of more than (euro)43,000,000 and
            (3) an annual net turnover of more than (euro)50,000,000, as shown
in its last annual or consolidated accounts; or       

               (C) in any other circumstances which do not require
             the publication by the issuer of a prospectus pursuant to Article 3
of the Prospectus Directive.                          

       For the purposes of this provision, the expression an "offer of
Publicly Offered Certificates to the public" in relation to any Publicly Offered
Certificates in any Relevant Member State means the communication in any form   
and by any means of sufficient information on the terms of the offer and the    
Publicly Offered Certificates to be offered so as to enable an investor to      
decide to purchase or subscribe the Publicly Offered Certificates, as the same  
may be varied in that Member State by any measure implementing the Prospectus   
Directive in that Member State and the expression "Prospectus Directive" means  
the European Commission Directive 2003/71/EC and includes any relevant          
implementing measure in each Relevant Member State.                             

            (b) The Underwriter has only communicated or caused to
  be communicated and will only communicate or cause to be
          communicated an invitation or inducement to engage in investment
          activity (within the meaning of Section 21 of the United Kingdom
           Financial Services and Markets Act 2000 (the "FSMA")) received by
         it in connection with the issue or sale of the Publicly Offered
          Certificates in circumstances in which Section 21(1) of the FSMA
does not apply to the issuer.                         

           (c) The Underwriter has complied and will comply with
             all applicable provisions of the FSMA with respect to anything done
            by it in relation to the Publicly Offered Certificates in, from or
otherwise involving the United Kingdom.               

      3. Subject to the terms and conditions herein set forth, the
Company agrees to sell to the Underwriter, and the Underwriter agrees to        
purchase from the Company, at a purchase price determined in accordance with    
Schedule II hereto, the principal amount of the Publicly Offered Certificates in
accordance with Schedule III hereto. Upon the authorization by you of the       
release of the Publicly Offered Certificates, the Underwriter proposes to offer 
the Publicly Offered Certificates for sale to the public (which may include     
selected dealers) upon the terms and conditions set forth in the Time of Sale   
Information and the Prospectus.                                                 

         4. (a) The Class A-1, Class A-2A, Class A-2B, Class A-2C, Class
A-2D, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class   
B-1 and Class B-2 Certificates to be purchased by the Underwriter will be       
represented by one or more definitive global Certificates in book-entry form,   
which will be deposited by or on behalf of the Company with The Depository Trust
Company ("DTC") or its designated custodian. The Company will deliver such      
Certificates to the Underwriter, against payment by or on behalf of the         
Underwriter of the purchase price therefor by wire transfer to the Company of   
Federal (same day) funds, by causing DTC to credit such Certificates to the     
account of the Underwriter at DTC. The Class R, Class RC and Class RX           
Certificates will be represented by one or more definitive Certificates in the  
physical form. The Company will cause the certificates representing such        
Certificates to be made available to the Underwriter for checking at least      
twenty-four hours prior to the Time of Delivery at an office designated by the  
Underwriter (the "Designated Office"). The time and date of such delivery and   
payment shall be 10:00 a.m., New York City time, on April 27, 2006, or such     
other time and date as the Underwriter and the Company may agree upon in        
writing. Such time and date are herein called the "Time of Delivery" and such   
date is herein called the "Closing Date."                                       

            (b) The documents to be delivered at the Time of Delivery by or on
behalf of the parties hereto pursuant to Section 7 hereof, including the        
cross-receipt for the Publicly Offered Certificates and any additional documents
requested by the Underwriter pursuant to Section 7(q) hereof, will be delivered 
at the offices of Cadwalader, Wickersham & Taft LLP ("Cadwalader") at One World 
Financial Center, New York, NY 10281 (the "Closing Location"), and the Publicly 
Offered Certificates will be delivered at the Designated Office, all at the Time
of Delivery. A meeting will be held at the Closing Location at 3:00 p.m., New   
York City time, on the New York Business Day next preceding the Time of         
Delivery, at which meeting the final drafts of the documents to be delivered    
pursuant to the preceding sentence will be available for review by the parties  
hereto. For the purposes of this Section 4, "New York Business Day" shall mean  
each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which 
banking institutions in New York City are generally authorized or obligated by  
law or executive order to close.                                                

5. The Company agrees with the Underwriter:           

     (a) If required, to file the Prospectus with the Commission
pursuant to and in accordance with Rule 424(b) not later than the time specified
therein, and, if required, subject to Section 11, to file any Issuer Free       
Writing Prospectus to the extent required by Rule 433 under the Act. The Company
will advise the Underwriter promptly of any such filing pursuant to Rule 424(b) 
or Rule 433;                                                                    

        (b) To make no amendment or any supplement to the Registration
Statement or the Prospectus as amended or supplemented, or to prepare, use,     
authorize, approve, refer to or file any Issuer Free Writing Prospectus, in each
case prior to the Closing Date, without furnishing the Underwriter with a copy  
of the proposed form thereof and providing the Underwriter with a reasonable    
opportunity to review the same; and during such same period to advise the       
Underwriter, promptly after it receives notice thereof, of the time when any    
amendment to the Registration Statement has been filed or becomes effective or  
any supplement to the Prospectus as amended or supplemented or any amended      
Prospectus has been filed or mailed for filing or any such Issuer Free Writing  
Prospectus has been prepared, used, authorized, approved, referred to or filed, 
of the issuance of any stop order by the Commission, of the suspension of the   
qualification of any of the Publicly Offered Certificates for offering or sale  
in any jurisdiction, of the initiation or threatening of any proceeding for any 
such purpose, or of any request by the Commission for the amending or           
supplementing of the Registration Statement, the Prospectus or an Issuer Free   
Writing Prospectus as amended or supplemented or for additional information;    
and, in the event of the issuance of any such stop order or of any order        
preventing or suspending the use of any prospectus relating to the Publicly     
Offered Certificates or suspending any such qualification, to use promptly its  
best efforts to obtain its withdrawal;                                          

   (c) Promptly from time to time to take such action as the
Underwriter may reasonably request in order to qualify the Publicly Offered     
Certificates for offering and sale under the securities laws of such states as  
the Underwriter may request and to continue such qualifications in effect so    
long as necessary under such laws for the distribution of such Certificates;    
provided, that in connection therewith neither the Trust nor the Company shall  
be required to qualify to do business, or to file a general consent to service  
of process in any jurisdiction, and provided, further, that the expense of      
maintaining any such qualification more than one year from the Closing Date with
respect to such Certificates shall be at the Underwriter's expense;             

        (d) To furnish the Underwriter with copies of the Registration
Statement (including exhibits) and copies of the Prospectus and each Issuer Free
Writing Prospectus as amended or supplemented in such quantities as the         
Underwriter may from time to time reasonably request; and if, before a period of
six months shall have elapsed after the Closing Date and the delivery of a      
prospectus shall be at the time required by law (or required to be delivered but
for Rule 172 under the Act) in connection with sales of any Publicly Offered    
Certificates, either (i) any event shall have occurred as a result of which the 
Prospectus or an Issuer Free Writing Prospectus, as the case may be, would      
include any untrue statement of a material fact or omit to state any material   
fact necessary in order to make the statements therein, in the light of the     
circumstances under which they were made, not misleading, or (ii) for any other 
reason it shall be necessary during such same period to amend or supplement the 
Prospectus, as amended or supplemented, or an Issuer Free Writing Prospectus, as
the case may be, to notify the Underwriter and upon its request to prepare and  
furnish without charge to the Underwriter and to any dealer in securities as    
many copies as the Underwriter may from time to time reasonably request an      
amendment or a supplement to the Prospectus or an Issuer Free Writing           
Prospectus, as the case may be, which will correct such statement or omission or
effect such compliance; and in case the Underwriter is required by law to       
deliver a prospectus in connection with sales of any of such Publicly Offered   
Certificates at any time six months or more after the Closing Date, upon the    
Underwriter's request, but at its own expense, to prepare and deliver to the    
Underwriter as many copies as the Underwriter may request of an amended or      
supplemented prospectus complying with the Act;                                 

        (e) To make generally available upon request to Holders of the
Publicly Offered Certificates as soon as practicable, but in any event no later 
than eighteen months after the Closing Date, an earnings statement of the       
Company complying with Rule 158 under the Act and covering a period of at least 
twelve consecutive months beginning after the Closing Date;                     

     (f) So long as any of the Publicly Offered Certificates are
outstanding, to furnish the Underwriter copies of all reports or other          
communications (financial or other) furnished to Holders of Certificates, and to
deliver to the 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 Trust Agreement
and the Assignment Agreement; and (iii) such additional information concerning  
the business and financial condition of the Company or the Trust as the         
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 Underwriter 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 Underwriter and   
dealers; (iii) the cost of printing or producing this Agreement, the Trust      
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 Underwriter 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 Trust 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, 
Section 8 and Section 10 hereof, the Underwriter will pay all of its own costs  
and expenses, including the fees of its 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 Underwriter hereunder shall be subject,
in its 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 Trust Agreement, the Assignment Agreement 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 Underwriter, shall
have furnished to the Underwriter its written opinions, dated the Time of       
Delivery, in form and substance satisfactory to the Underwriter;                

          (c) In-house counsel for the Company shall have furnished to the
Underwriter a written opinion, dated the Time of Delivery, in form and substance
satisfactory to the Underwriter;                                                

            (d) Counsel for Fremont satisfactory to the Underwriter shall have
furnished to the Underwriter its written opinion, dated the Time of Delivery, in
form and substance satisfactory to the Underwriter and counsel for the          
Underwriter;                                                                    

            (e) Counsel for the Servicer satisfactory to the Underwriter shall
have furnished to the Underwriter their written opinion, dated the Time of      
Delivery, in form and substance satisfactory to the Underwriter and counsel for 
the Underwriter;                                                                

           (f) Counsel for the Trustee satisfactory to the Underwriter shall
have furnished to the Underwriter its written opinion, dated as of the Time of  
Delivery, in form and substance satisfactory to the Underwriter and counsel for 
the Underwriter;                                                                

             (g) The independent accountants of the Company or other accountants
acceptable to the Underwriter shall have furnished to the Underwriter 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 Prospectus, in each case as to such matters as the Underwriter may          
reasonably request and in form and substance satisfactory to the Underwriter;   

            (h) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included or 
incorporated by reference in the Time of Sale Information or the Prospectus as  
amended prior to the Time of Delivery any loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered by        
insurance, or from any labor dispute or court or governmental action, order or  
decree, otherwise than as set forth or contemplated in the Time of Sale         
Information or the Prospectus as amended prior to the Time of Delivery, and (ii)
since the respective dates as of which information is given in the Time of Sale 
Information or the Prospectus as amended prior to the Time of Delivery there    
shall not have been any change in the capital stock or long-term debt of the    
Company or any of its subsidiaries or any change, or any development involving a
prospective 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 or the Prospectus as amended prior to the Time of Delivery, the     
effect of which, in any such case described in clause (i) or (ii), is in the    
judgment of the Underwriter so material and adverse as to make it impracticable 
or inadvisable to proceed with the offering or the delivery of the Publicly     
Offered Certificates on the terms and in the manner contemplated in the Time of 
Sale Information or the Prospectus as first amended or supplemented;            

       (i) On or after the date hereof (i) no downgrading shall have
occurred in the rating accorded the Company's debt securities or preferred stock
by any "nationally recognized statistical rating organization," as that term is 
defined by the Securities and Exchange Commission for purposes of Rule 436(g)(2)
under the Act, and (ii) no such organization shall have publicly announced that 
it has under surveillance or review, with possible negative implications, its   
rating of any of the Company's debt securities or preferred stock;              

            (j) On or after the date hereof, there shall not have occurred any
of the following: (i) a suspension or material limitation in trading in         
securities generally on the New York Stock Exchange; (ii) a general moratorium  
on commercial banking activities in New York declared by either Federal or New  
York State authorities or any material disruption in commercial banking or      
securities settlement or clearance services in the United States; or (iii) the  
outbreak or escalation of hostilities involving the United States or the        
declaration by the United States of a national emergency or war; or (iv) the    
occurrence of any other calamity or crisis or any change in the financial,      
political or economic conditions in the United States or elsewhere, if the      
effect of any such event specified in clause (iii) or (iv) in the judgment of   
the Underwriter makes it impracticable or inadvisable to proceed with the public
offering or the delivery of the Publicly Offered Certificates on the terms and  
in the manner contemplated in the Time of Sale Information or the Prospectus;   

           (k) The Company shall have furnished or caused to be furnished to
the Underwriter at the Time of Delivery certificates of its officers            
satisfactory to the Underwriter as to the accuracy in all material respects of  
its representations and warranties herein at and as of such Time of Delivery, as
to the performance of all of its obligations hereunder to be performed at or    
prior to such Time of Delivery, as to the matters set forth in Section 7(a)     
above and as to such other matters as the Underwriter may reasonably request;   

             (l) The Underwriter shall have received evidence satisfactory to it
that the Publicly Offered Certificates are rated not lower than the ratings set 
forth in the Prospectus Supplement under the heading "Ratings";                 

             (m) All opinions, certificates and other documents incident to, and
all proceedings in connection with the transactions contemplated by, this       
Agreement, the Assignment Agreement and the Trust Agreement shall be            
satisfactory in form and substance to the Underwriter and its special counsel;  

             (n) The Registration Statement shall be effective under the Act and
no stop order suspending the effectiveness of the Registration Statement has    
been issued and no proceeding for that purpose has been instituted or threatened
by the Commission and the Prospectus Supplement and each Free Writing Prospectus
required to be filed by the Company pursuant to Section 5(a) shall have been    
filed or transmitted for filing by means reasonably calculated to result in a   
filing with the Commission pursuant to Rule 424(b) under the Act or Rule 433    
under the Act, as applicable; and                                               

         (o) The Underwriter and its special counsel shall have received
copies of all documents and other information as they may reasonably request, in
form and substance satisfactory, to the Underwriter and its special counsel,    
with respect to such transactions and the taking of all proceedings in          
connection therewith.                                                           

             8. (a) The Company will indemnify and hold harmless the Underwriter
against any losses, claims, damages or liabilities, joint or several, to which  
the Underwriter may become subject, under the Act, the Exchange Act or          
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon (1) an untrue statement or      
alleged untrue statement of a material fact contained in the Registration       
Statement or Prospectus or arise out of or are based upon the omission or       
alleged omission to state therein a material fact required to be stated therein 
or necessary to make the statements therein not misleading, and, in the case of 
clauses (1), (2) and (3), will reimburse the Underwriter for any legal or other 
expenses reasonably incurred by the Underwriter in connection with investigating
or defending any such action or claim or (2) any untrue statement or alleged    
untrue statement of a material fact contained in any Issuer Free Writing        
Prospectus or any Issuer Information contained in any Underwriter Free Writing  
Prospectus (as defined herein), or the omission or alleged omission to state a  
material fact necessary to make the statements therein (when read in conjunction
with the other Time of Sale Information), in light of the circumstances under   
which they were made, not misleading, which was not corrected by Corrective     
Information subsequently supplied by the Company to the Underwriter within a    
reasonable period of time prior to the Time of Sale, or (3) any breach of the   
representation and warranty in Section 1(q), and, in the case of clauses (1),   
(2) and (3), will reimburse the Underwriter for any legal or other expenses     
reasonably incurred by the Underwriter in connection with investigating or      
defending any such action or claim; provided, however, that the Company shall   
not be liable in any such case to the extent that any such loss, claim, damage  
or liability arises out of or is based upon an untrue statement or alleged      
untrue statement or omission or alleged omission made in reliance upon and in   
conformity with (i) information with respect to which the Underwriter has agreed
to indemnify the Company pursuant to Section 8(b).                              

          (b) The Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may     
become subject, under the Act, the Exchange Act or otherwise, insofar as such   
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon (i) any untrue statements or alleged untrue statements of a
material fact, or omissions or alleged omissions to state a material fact       
necessary to make the statements therein (when read in conjunction with the Time
of Sale Information), in the light of the circumstances under which they were   
made, not misleading, in the Underwriter Statements and (ii) any untrue         
statements or alleged untrue statements of a material fact in any Underwriter   
Free Writing Prospectus or any omission or alleged omission to state in such    
Underwriter Free Writing Prospectus a material fact necessary in order to make  
the statements therein (when read in conjunction with the Time of Sale          
Information), in the light of the circumstances under which they were made, not 
misleading; provided, that the Underwriter shall not be obligated to so         
indemnify and hold harmless (A) to the extent such loss, liability, claim,      
damage or expense is caused by a misstatement or omission resulting from an     
error or omission in the Issuer Information which was not corrected by          
Corrective Information subsequently supplied by the Company to the Underwriter  
within a reasonable period of time prior to the Time of Sale or (B) with respect
to information that is also contained in the Time of Sale Information.          

             (c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified  
party shall, if a claim in respect thereof is to be made against the            
indemnifying party under such subsection, notify the indemnifying party in      
writing of the commencement thereof; but the omission so to notify the          
indemnifying party shall not relieve it from any liability which it may have to 
any indemnified party otherwise than under such subsection. In case any such    
action shall be brought against any indemnified party and it shall notify the   
indemnifying party of the commencement thereof, the indemnifying party shall be 
entitled to participate therein and, to the extent that it shall wish, jointly  
with any other indemnifying party similarly notified, to assume the defense     
thereof, with counsel satisfactory to such indemnified party (who shall not,    
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party 
of its election so to assume the defense thereof the indemnifying party shall   
not be liable to such indemnified party under such subsection for any legal     
expenses of other counsel or any other expenses, in each case subsequently      
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation.                                         

      (d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under      
subsection (a) or (b) above in respect of any losses, claims, damages or        
liabilities (or actions in respect thereof) referred to therein, then each      
indemnifying party shall contribute to the amount paid or payable by such       
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the 
relative benefits received by the Company on the one hand and the Underwriter on
the other from the offering of the Publicly Offered Certificates to which such  
loss, claim, damage or liability (or actions in respect thereof) relates. If,   
however, the allocation provided by the immediately preceding sentence is not   
permitted by applicable law or if the indemnified party failed to give the      
notice required under subsection (c) above, then each indemnifying party shall  
contribute to such amount paid or payable by such indemnified party in such     
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company on the one hand and the Underwriter on the    
other in connection with the statements or omissions which resulted in such     
losses, claims, damages or liabilities (or actions in respect thereof), as well 
as any other relevant equitable considerations. The relative benefits received  
by the Company on the one hand and the Underwriter on the other shall be deemed 
to be in the same proportion as the total net proceeds from such offering       
(before deducting expenses) received by the Company bear to the total           
underwriting discounts and commissions received by the Underwriter. The relative
fault shall be determined by reference to, among other things, whether the      
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand or the Underwriter on the other and the parties' relative       
intent, knowledge, access to information and opportunity to correct or prevent  
such statement or omission. The Company and the Underwriter agree that it would 
not be just and equitable if contribution pursuant to this subsection (d) were  
determined by pro rata allocation or by any other method of allocation which    
does not take account of the equitable considerations referred to above in this 
subsection (d). The amount paid or payable by an indemnified party as a result  
of the losses, claims, damages or liabilities (or actions in respect thereof)   
referred to above in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with 
investigating or defending any such action or claim. Notwithstanding the        
provisions of this subsection (d), the Underwriter shall not be required to     
contribute any amount in excess of the amount by which the total price at which 
the Publicly Offered Certificates underwritten by it and distributed to the     
public were offered to the public exceeds the amount of any damages which the   
Underwriter has otherwise been required to pay by reason of such untrue or      
alleged untrue statement or omission or alleged omission. No person guilty of   
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)   
shall be entitled to contribution from any person who was not guilty of such    
fraudulent misrepresentation.                                                   

             (e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls the    
Underwriter within the meaning of the Act; and the obligations of the           
Underwriter with respect to any Publicly Offered Certificates under this Section
8 shall be in addition to any liability which the Underwriter may otherwise have
and shall extend, upon the same terms and conditions, to each officer and       
director of the Company and to each person, if any, who controls the Company    
within the meaning of the Act.                                                  

     9. The respective indemnities, agreements, representations,
warranties and other statements of the Company and the Underwriter as set forth 
in this Agreement, shall remain in full force and effect, regardless of any     
investigation (or any statement as to the results thereof) made in connection   
with the issuance of Certificates by or on behalf of the Underwriter or any     
controlling person of the Underwriter, or the Company, or any officer or        
director or controlling person of the Company and shall survive delivery of and 
payment for the Publicly Offered Certificates.                                  

           10. If for any reason the Certificates are not delivered by or on
behalf of the Securities Administrator as provided herein, other than by the    
Underwriter's failure to comply with its obligations hereunder, the Company will
reimburse the Underwriter for all out-of-pocket expenses, including fees and    
disbursements of counsel, reasonably incurred by the Underwriter in making      
preparations for the purchase, sale and delivery of the Publicly Offered        
Certificates, but the Company shall be under no further liability to the        
Underwriter with respect to such Certificates except as provided in Section 6   
and Section 8 hereof.                                                           

         11. (a) In connection with the offering of the Publicly Offered
Certificates, the Underwriter may prepare and provide to prospective investors  
Free Writing Prospectuses (as defined below), or portions thereof, which the    
Company is required to file with the Commission in electronic format and will   
use reasonable efforts to provide to the Company such Free Writing Prospectuses,
or portions thereof, in either Microsoft Word(R) or Microsoft Excel(R) format   
and not in a PDF, except to the extent that the Company, in its sole discretion,
waives such requirements, subject to the following conditions (to which such    
conditions the Underwriter agrees):                                             

 (i) Unless preceded or accompanied by the Prospectus, the
    Underwriter shall not convey or deliver any written communication to any
  person in connection with the initial offering of the Publicly Offered
      Certificates, unless such written communication (1) is made in reliance on
Rule 134 under the Act, (2) constitutes a prospectus satisfying the 
   requirements of Rule 430B under the Act or (3) constitutes Time of Sale
     Information or a Free Writing Prospectus that does not constitute Time of
Sale Information. Without the Company's prior written consent, the  
  Underwriter shall not convey or deliver in connection with the initial
    offering of the Publicly Offered Certificates any "ABS informational and
      computational material," as defined in Item 1101(a) of Regulation AB under
      the Act ("ABS Informational and Computational Material"), in reliance upon
Rules 167 and 426 under the Act.                                    

            (ii) The Underwriter shall deliver to the Company, no later than two
      business days prior to the date of first use thereof or such later date as
     may be agreed to by the Company, (a) any Free Writing Prospectus that was
     prepared by or on behalf of the Underwriter (an "Underwriter Free Writing
  Prospectus") and contains any "issuer information," as defined in Rule
433(h) under the Act and footnote 271 of the Commission's Securities
   Offering Reform Release No. 33-8591 ("Issuer Information"), and (b) any
Free Writing Prospectus or portion thereof that contains only a     
description of the final terms of the Publicly Offered Certificates.
    Notwithstanding the foregoing, any Free Writing Prospectus that contains
      only ABS Informational and Computational Materials may be delivered by the
   Underwriter to the Company not later than the later of (A) two business
    days prior to the due date for filing of the Prospectus pursuant to Rule
  424(b) under the Act or (B) the date of first use of such Free Writing
Prospectus.                                                         

         (iii) The Underwriter represents and warrants to the Company that
the Free Writing Prospectuses to be furnished to the Company by the 
      Underwriter pursuant to Section 11(a)(ii) will constitute all Free Writing
Prospectuses of the type described therein that were furnished to   
      prospective purchasers of Publicly Offered Certificates by the Underwriter
in connection with its offer and sale of the Publicly Offered       
Certificates.                                                       

        (iv) The Underwriter represents and warrants to the Company that
     each Free Writing Prospectus required to be provided by it to the Company
    pursuant to Section 11(a)(ii), when read in conjunction with the Time of
     Sale Information, did not, as of the Time of Sale, and will not as of the
     Closing Date, include any untrue statement of a material fact or omit any
  material fact necessary to make the statements contained therein (when
   read in conjunction with the Time of Sale Information), in light of the
circumstances under which they were made, not misleading; provided  
    however, that the Underwriter makes no representation to the extent such
misstatements or omissions were the result of any inaccurate Issuer 
      Information, which information was not corrected by Corrective Information
subsequently supplied by the Company to the Underwriter within a    
reasonable period of time prior to the Time of Sale.                

         (v) The Company agrees to file with the Commission the following:
      (A) any Issuer Free Writing Prospectus; (B) any Free Writing Prospectus or
   portion thereof delivered by the Underwriter to the Company pursuant to
Section 11(a)(ii); and (C) any Free Writing Prospectus for which the
Company or any person acting on its behalf provided, authorized or  
    approved information that is prepared and published or disseminated by a
  person unaffiliated with the Company or any other offering participant
      that is in the business of publishing, radio or television broadcasting or
      otherwise disseminating communications. Notwithstanding the foregoing, the
     Company shall not be required to file (1) Issuer Information contained in
     any Underwriter Free Writing Prospectus or Free Writing Prospectus of any
     other offering participant other than the Company, if such information is
 included or incorporated by reference in a prospectus or Free Writing
Prospectus previously filed with the Commission that relates to the 
  offering of the Publicly Offered Certificates, or (2) any Free Writing
     Prospectus or portion thereof that contains a description of the Publicly
     Offered Certificates or the offering of the Publicly Offered Certificates
which does not reflect the final terms thereof.                     

        (vi) Any Free Writing Prospectus required to be filed to Section
     11(a)(v) by the Company shall be filed with the Commission not later than
      the date of first use of the Free Writing Prospectus, except that: (A) any
Free Writing Prospectus or portion thereof required to be filed that
    contains only the description of the final terms of the Publicly Offered
     Certificates shall be filed by the Company with the Commission within two
    days of the later of the date such final terms have been established for
   all classes of Publicly Offered Certificates and the date of first use;
   (B) any Free Writing Prospectus or portion thereof required to be filed
    that contains only ABS Informational and Computational Material shall be
    filed by the Company with the Commission not later than the later of the
     due date for filing the final Prospectus relating to the Publicly Offered
   Certificates pursuant to Rule 424(b) under the Act or two business days
     after the first use of such Free Writing Prospectus; (C) any Free Writing
     Prospectus required to be filed pursuant to Section 11(a)(v)(C) shall, if
    no payment has been made or consideration has been given by or on behalf
   of the Company for the Free Writing Prospectus or its dissemination, be
      filed by the Company with the Commission not later than four business days
   after the Company becomes aware of the publication, radio or television
broadcast or other dissemination of the Free Writing Prospectus.    

     (vii) The Underwriter shall file with the Commission any Free
      Writing Prospectus that is used or referred to by it and distributed by or
   on behalf of the Underwriter in a manner reasonably designed to lead to
      its broad, unrestricted dissemination not later than the date of the first
   use of such Free Writing Prospectus. Notwithstanding the foregoing, the
      Underwriter shall file with the Commission any Free Writing Prospectus for
which the Underwriter or any person acting on its behalf provided,  
authorized or approved information that is prepared and published or
disseminated by a person unaffiliated with the Company or any other 
offering participant that is in the business of publishing, radio or
     television broadcasting or otherwise disseminating written communications
    and for which no payment was made or consideration given by or on behalf
 of the Company or any other offering participant, not later than four
 business days after the Underwriter becomes aware of the publication,
    radio or television broadcast or other dissemination of the Free Writing
Prospectus.                                                         

      (viii) Notwithstanding the provisions of Sections 11(a)(v) and
    11(a)(vii), neither the Company nor the Underwriter shall be required to
      file any Free Writing Prospectus that does not contain substantive changes
    from or additions to a Free Writing Prospectus previously filed with the
  Commission, and the Underwriter shall not be required to file any Free
      Writing Prospectus to the extent that the information contained therein is
     included in a prospectus or Free Writing Prospectus previously filed that
relates to the offering of the Publicly Offered Certificates.       

     (ix) The Company and the Underwriter each agree that any Free
   Writing Prospectuses prepared by it shall contain the following legend:

     The depositor has filed a registration statement (including a
    prospectus) with the Securities and Exchange Commission for the offering
   to which this communication relates. Before you invest, you should read
 the prospectus in that registration statement and other documents the
    depositor has filed with the Securities and Exchange Commission for more
      complete information about the issuer and this offering. You may get these
documents for free by visiting EDGAR on the Securities and Exchange 
 Commission web site at www.sec.gov. Alternatively, the depositor, any
   underwriter or any dealer participating in the offering will arrange to
send you the prospectus if you request it by calling toll-free      
1-800-323-5678.                                                     

                       (x) (A) In the event that the Company becomes aware
          that, as of the Time of Sale, any Issuer Free Writing Prospectus
            contains any untrue statement of a material fact or omits to state
             a material fact necessary in order to make the statements contained
 therein (when read in conjunction with the Time of Sale
           Information), in light of the circumstances under which they were
made, not misleading (a "Defective Issuer Free Writing
        Prospectus"), the Company shall notify the Underwriter of such
    untrue statement or omission within one business day after
           discovery and the Company shall, if requested by the Underwriter,
          prepare and deliver to the Underwriter a Free Writing Prospectus
    that corrects the material misstatement or omission in the
         Defective Issuer Free Writing Prospectus (such corrected Issuer
   Free Writing Prospectus, a "Corrected Issuer Free Writing
Prospectus").                                         

                       (B) In the event that the Underwriter becomes aware
    that, as of the Time of Sale, any Underwriter Free Writing
     Prospectus delivered to an investor in any Publicly Offered
           Certificates contained any untrue statement of a material fact or
         omitted to state a material fact necessary in order to make the
         statements contained therein (when read in conjunction with the
        Time of Sale Information), in light of the circumstances under
  which they were made, not misleading, when considered in
        conjunction with the Time of Sale Information (together with a
             Defective Issuer Free Writing Prospectus, a "Defective Free Writing
        Prospectus"), the Underwriter shall notify the Company of such
    untrue statement or omission within one business day after
discovery.                                            

           (C) The Underwriter shall, if requested by the Company:

        (1) if the Defective Free Writing Prospectus
              was an Underwriter Free Writing Prospectus, prepare a Free
                  Writing Prospectus which corrects the material misstatement in
          or omission from the Defective Free Writing Prospectus
                (together with a Corrected Issuer Free Writing Prospectus, a
"Corrected Free Writing Prospectus");       

  (2) deliver the Corrected Free Writing
                 Prospectus to each investor which received the Defective Free
                Writing Prospectus prior to entering into a contract of sale
with such investor;                         

   (3) notify such investor in a prominent
                 fashion that the prior contract of sale with the investor has
                been terminated, and of the investor's rights as a result of
termination of such agreement;              

(4) provide such investor with an   
               opportunity to affirmatively agree to purchase the Publicly
                Offered Certificates on the terms described in the Corrected
Free Writing Prospectus; and                

      (5) comply with any other requirements for
          reformation of the original contract of sale with such
                  investor, as described in Section IV.A.2.c of the Commission's
   Securities Offering Reform Release No. 33-8591.

    (D) In the event that the Defective Free
                 Writing Prospectus was an Issuer Free Writing Prospectus, and
             the Underwriter shall in good faith incur any costs to an
                  investor in connection with the reformation of the contract of
               sale with the investor, the Company agrees to reimburse the
               Underwriter for such costs; provided that, before incurring
                such costs, the Underwriter first permits the Company access
               to the applicable investor and an opportunity to attempt to
            mitigate such costs through direct negotiation with such
investor.                                   

     (xi)  The Underwriter covenants with the Company that
         after the final Prospectus is available the Underwriter shall not
          distribute any written information concerning the Publicly Offered
      Certificates that contains Issuer Information to a prospective
          purchaser of Publicly Offered Certificates unless such information
is preceded or accompanied by the final Prospectus.     

            12. All statements, requests, notices and agreements hereunder shall
be in writing or by telegram if promptly confirmed in writing, and shall be     
sufficient in all respects, if delivered or sent by registered mail to the      
Underwriter, to the address of the Underwriter, Attention: Registration         
Department, set forth above; if to the Company, to the address of the Company   
set forth in the Prospectus, Attention: President.                              

         13. This Agreement shall be binding upon, and inure solely to the
benefit of the Underwriter, the Company and, to the extent provided in Section 8
hereof, the officers and directors of the Company and each person who controls  
the Company or the Underwriter, and their respective heirs, executors,          
administrators, successors and assigns, and no other person shall acquire or    
have any right under or by virtue of this Agreement. No purchaser of any of the 
Publicly Offered Certificates from the Underwriter shall be deemed a successor  
or assign merely by reason of such purchase.                                    

14. Time shall be of the essence of this Agreement.     

           15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.                                         

            16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an    
original, but all such respective counterparts shall together constitute one and
the same instrument.                                                            

17.   The Company is authorized, subject to applicable law, to disclose any and 
   all aspects of this potential transaction that are necessary to support
    any U.S. federal income tax benefits expected to be claimed with respect
      to such transaction, and all materials of any kind (including tax opinions
      and other tax analyses) related to those benefits, without the Underwriter
imposing any limitations of any kind.                               

[SIGNATURE PAGE FOLLOWS]

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        If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the undersigned two counterparts hereof,   
whereupon this letter and your acceptance shall represent a binding agreement   
between the Company and the Underwriter.                                        

               Very truly yours,

                          GS MORTGAGE SECURITIES CORP.

                By: /s/ Mark Weiss
                                         -------------------------------------
                    Name: Mark Weiss
                            Title: Managing Director

Accepted as of the date hereof:                                                 

GOLDMAN, SACHS & CO.                                                            

By: /s/ Mark Weiss                                                              
---------------------------------------                                   
Name: Mark Weiss                                                                
Title Managing Director                                                         

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Sch. I-1

SCHEDULE I
----------

Approximate                                                 
Initial Class                                        Ratings
Principal       Pass-Through                         (S&P / 
Class     Balance(1)           Rate             Type            Moody's)        
-----     ----------     ----------------    -----------     --------------     
A-1       $245,164,000       Variable(2)         Senior          AAA/Aaa        
A-2A      $250,071,000       Variable(3)         Senior          AAA/Aaa        
A-2B      $110,276,000       Variable(4)         Senior          AAA/Aaa        
A-2C      $101,913,000       Variable(5)         Senior          AAA/Aaa        
A-2D      $42,914,000        Variable(6)         Senior          AAA/Aaa        
M-1       $34,646,000        Variable(7)    Subordinate          AA+/Aa1        
M-2       $30,849,000        Variable(8)    Subordinate           AA/Aa2        
M-3       $18,034,000        Variable(9)    Subordinate           AA/Aa3        
M-4       $16,611,000       Variable(10)    Subordinate           AA-/A1        
M-5       $16,136,000       Variable(11)    Subordinate            A+/A2        
M-6       $14,713,000       Variable(12)    Subordinate             A/A3        
M-7       $13,763,000       Variable(13)    Subordinate          A-/Baa1        
B-1       $12,340,000       Variable(14)    Subordinate        BBB+/Baa2        
B-2       $9,492,000        Variable(15)    Subordinate        BBB-/Baa3        
R         $ 50                   N/A(16)   Senior/Residual       AAA/N/A        
RC        $100                   N/A(16)   Senior/Residual       AAA/N/A        
RX        $ 50                   N/A(16)   Senior/Residual       AAA/N/A        

(1)     Subject to a variance of +/- 5%.                                        

(2)     The Class A-1 certificates will have a pass-through rate equal to the   
least of (i) one-month LIBOR plus 0.160% (0.320% after the first
      distribution date on which the optional clean-up call is exercisable),
     (ii) the Loan Group I Cap, as described in this prospectus supplement
     under "Description of the Certificates--Distributions," and (iii) the
      WAC Cap, as described in this prospectus supplement under "Description
of the Certificates--Distributions."                            

(3)     The Class A-2A certificates will have a pass-through rate equal to the  
least of (i) one-month LIBOR plus 0.060% (0.120% after the first
      distribution date on which the optional clean-up call is exercisable),
      (ii) the Loan Group II Cap, as described in this prospectus supplement
     under "Description of the Certificates--Distributions," and (iii) the
WAC Cap.                                                        

(4)     The Class A-2B certificates will have a pass-through rate equal to the  
least of (i) one-month LIBOR plus 0.110% (0.220% after the first
      distribution date on which the optional clean-up call is exercisable),
(ii) the Loan Group II Cap, and (iii) the WAC Cap.              

(5)     The Class A-2C certificates will have a pass-through rate equal to the  
least of (i) one-month LIBOR plus 0.160% (0.320% after the first
      distribution date on which the optional clean-up call is exercisable),
(ii) the Loan Group II Cap, and (iii) the WAC Cap.              

(6)     The Class A-2D certificates will have a pass-through rate equal to the  
least of (i) one-month LIBOR plus 0.270% (0.540% after the first
      distribution date on which the optional clean-up call is exercisable),
(ii) the Loan Group II Cap, and (iii) the WAC Cap.              

(7)     The Class M-1 certificates will have a pass-through rate equal to the   
 lesser of (i) one-month LIBOR plus 0.300% (0.450% after the first
      distribution date on which the optional clean-up call is exercisable),
and (ii) the WAC Cap.                                           

(8)     The Class M-2 certificates will have a pass-through rate equal to the   
 lesser of (i) one-month LIBOR plus 0.320% (0.480% after the first
      distribution date on which the optional clean-up call is exercisable),
and (ii) the WAC Cap.                                           

(9)     The Class M-3 certificates will have a pass-through rate equal to the   
 lesser of (i) one-month LIBOR plus 0.350% (0.525% after the first
      distribution date on which the optional clean-up call is exercisable),
and (ii) the WAC Cap.                                           

(10)    The Class M-4 certificates will have a pass-through rate equal to the   
 lesser of (i) one-month LIBOR plus 0.430% (0.645% after the first
      distribution date on which the optional clean-up call is exercisable),
and (ii) the WAC Cap.                                           

(11)    The Class M-5 certificates will have a pass-through rate equal to the   
 lesser of (i) one-month LIBOR plus 0.460% (0.690% after the first
      distribution date on which the optional clean-up call is exercisable),
and (ii) the WAC Cap.                                           

(12)    The Class M-6 certificates will have a pass-through rate equal to the   
 lesser of (i) one-month LIBOR plus 0.530% (0.795% after the first
      distribution date on which the optional clean-up call is exercisable),
and (ii) the WAC Cap.                                           

(13)    The Class M-7 certificates will have a pass-through rate equal to the   
 lesser of (i) one-month LIBOR plus 1.030% (1.545% after the first
      distribution date on which the optional clean-up call is exercisable),
and (ii) the WAC Cap.                                           

(14)    The Class B-1 certificates will have a pass-through rate equal to the   
 lesser of (i) one-month LIBOR plus 1.150% (1.725% after the first
      distribution date on which the optional clean-up call is exercisable),
and (ii) the WAC Cap.                                           

(15)    The Class B-2 certificates will have a pass-through rate equal to the   
 lesser of (i) one-month LIBOR plus 2.100% (3.150% after the first
      distribution date on which the optional clean-up call is exercisable),
and (ii) the WAC Cap.                                           

(16)    The Class R, Class RC and Class RX certificates are not entitled to     
receive any distributions of interest.                          

EX-1
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 SCHEDULE II
 -----------

Purchase Price
--------------

The purchase price for the Publicly Offered Certificates shall equal 98.5% of   
the aggregate class principal balance of the Publicly Offered Certificates set  
forth on Schedule I.                                                            

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SCHEDULE III
------------

Principal Amount of Certificates
--------------------------------

                                                        [Enlarge/Download Table]


                          Principal    Principal    Principal    Principal    Principal    Principal    Principal    Principal  
                          Amount of    Amount of    Amount of    Amount of    Amount of    Amount of    Amount of    Amount of  
      Underwriter         Class A-1   Class A-2A   Class A-2B   Class A-2C   Class A-2D    Class M-1    Class M-2    Class M-3  
      -----------         ---------   ----------   ----------   ----------   ----------    ---------    ---------    ---------  
                                                                                                                                

Goldman, Sachs & Co.... $245,164,000 $250,071,000 $110,276,000 $101,913,000  $42,914,000  $34,646,000  $30,849,000  $18,034,000 
                        ------------ ------------ ------------ ------------  -----------  -----------  -----------  ----------- 

Total.................. $245,164,000 $250,071,000 $110,276,000 $101,913,000  $42,914,000  $34,646,000  $30,849,000  $29,734,000 
                        ============ ============ ============ ============  ===========  ===========  ===========  =========== 



                           Principal     Principal    Principal    Principal    Principal    Principal    Principal    Principal
                           Amount of     Amount of    Amount of    Amount of    Amount of    Amount of    Amount of    Amount of
      Underwriter          Class M-4     Class M-5    Class M-6    Class M-7    Class B-1    Class B-2     Class R     Class RC 
      -----------          ---------     ---------    ---------    ---------    ---------    ---------     -------     -------- 
                                                                                                                                

Goldman, Sachs & Co....  $16,611,000    $16,136,000  $14,713,000  $13,763,000   $12,340,000  $9,492,000     $50         $100    
                         -----------    -----------  -----------  -----------   -----------  ----------     ---         ----    

Total..................  $25,922,000    $24,397,000  $14,713,000  $13,763,000   $12,340,000  $9,492,000     $50         $100    
                         ===========    ===========  ===========  ===========   ===========  ==========     ===         ====    


                                    Principal                                                                                   
                                     Amount of                                                                                  
      Underwriter                    Class RX                                                                                   
      -----------                    --------                                                                                   
                                                                                                                                
Goldman, Sachs & Co.......                 $50                                                                                  
                                     ---------                                                                                  

Total.....................                 $50                                                                                  
                                     =========                                                                                  

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 SCHEDULE IV

 Other Free Writing Prospectuses

 None.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		5/18/06
For Period End:		4/27/06		1					424B5,  8-K
		4/25/06		1					FWP
		4/14/06		1					FWP
		4/1/06		1
		3/31/06		1
		1/1/06		1
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