Exhibit 99.2
(Multicurrency-Cross Border)
ISDA.
International Swap Dealers Association, Inc.
MASTER AGREEMENT
dated as of March 30, 2006
▇▇▇▇▇▇▇ ▇▇▇▇▇ MITSUI MARINE and GSAA HOME EQUITY TRUST 2006-5 DERIVATIVE
PRODUCTS, L.P.
have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming
those Transactions.
Accordingly, the parties agree as follows:
1. Interpretation
(a) Definitions. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.
(b) Inconsistency. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purposes of the relevant Transaction.
(c) Single Agreement. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.
2. Obligations
(a) General Conditions.
(i) Each party will make each payment or delivery specified in each
Confirmation to be made by it, subject to the other provisions of this
Agreement.
(ii) Payments under this Agreement will be made on the due date for
value on that date in the place of the account specified in the relevant
Confirmation or otherwise pursuant to this Agreement, in freely
transferable funds and in the manner customary for payments in the
required currency. Where settlement is by delivery (that is, other than
by payment), such delivery will be made for receipt on the due date in
the manner customary for the relevant obligation unless otherwise
specified in the relevant Confirmation or elsewhere in this Agreement.
(iii) Each obligation of each party under Section 2(a)(i) is subject to
(1) the condition precedent that no Event of Default or Potential Event
of Default with respect to the other party has occurred and is
continuing, (2) the condition precedent that no Early Termination Date
in respect of the relevant Transaction has occurred or been effectively
designated and (3) each other applicable condition precedent specified
in this Agreement.
(b) Change of Account. Either party may change its account for receiving a
payment or
delivery by giving notice to the other party at least five Ioc;il I )o', prior
to the scheduled date for the payment or delivery to which such change applies
unless such other party gives timely notice of a reasonable objection to such
change.
(c) Netting. If on any date amounts would otherwise be payable:
(i) in the same currency; and
(ii) in respect of the same Transaction,
by each party to the other, then, on such date, each party's obligation to
make payment of any such amount will be automatically satisfied and discharged
and, if the aggregate amount that would otherwise have been payable by one
party exceeds the aggregate amount that would otherwise have been payable by
the other party, replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay to the other party the excess
of the larger aggregate amount over the smaller aggregate amount.
The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be
made in the Schedule or a Confirmation by specifying that subparagraph (ii)
above will not apply to the Transactions identified as being subject to the
election, together with the starting date (in which case subparagraph (ii)
above will not, or will cease to, apply to such Transactions from such date).
This election may be made separately for different groups of Transactions and
will apply separately to each pairing of Offices through which the parties
make and receive payments or deliveries.
(d) Deduction or Withholding Tax.
(i) Gross-Up. All payments under this Agreement will be made without any
deduction or withholding for or on account of any I \ unless such
deduction or withholding is required by any applicable Ian,. as modified
by the practice of any relevant governmental revenue authority, then in
effect. If a party is so required to deduct or withhold, then that party
("X") will:
(1) promptly notify the other party ("Y") of such requirement;
(2) pay to the relevant authorities the full amount required to be
deducted or withheld (including the full amount required to be
deducted or withheld from any additional amount paid by X to Y
under this Section 2(d)) promptly upon the earlier of determining
that such deduction or withholding is required or receiving notice
that such amount has been assessed against Y;
(3) promptly forward to Y an official receipt (or a certified
copy), or other documentation reasonably acceptable to Y,
evidencing such payment to such authorities; and
(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to
the payment to which Y is otherwise entitled under this Agreement,
such additional amount as is necessary to ensure that the net
amount actually received by Y (free and clear of Indemnifiable
Taxes whether assessed against X or Y) will equal the full amount
Y would have received had no such deduction or withholding been
required. However, X will not be required to pay any additional
amount to Y to the extent that it would not be required to be paid
but for: ----
(A) the failure by Y to comply with or perform any agreement
contained in Section 4(a)(i), 4(a)(iii) or July or
(B) the failure of a representation made by Y pursuant to
Section 5(i) to be accurate and true unless such failure
would not have occurred but for (I) any action taken by a
taxing authority, or brought in a court of competent
jurisdiction, on or after the date on which a Transaction is
entered into (regardless of whether such action is taken or
brought with respect to a party to this Agreement) or (II) a
Change in Tax Law.
(ii) Liability. If: --
(1) X is required by any applicable law, as modified by the practice of
any relevant governmental revenue authority, to make any deduction or
withholding in respect of which X would not be required to pay an
additional amount to Y under Section 2
(2) X does not so deduct or withhold; and
(3) a liability resulting from such Tax is assessed directly against X,
then, except to the extent Y has satisfied or then satisfies the
liability resulting from such Tax, Y will promptly pay to X the amount
of such liability (including any related liability for interest, but
including any related liability for penalties only if Y has failed to
comply with or perform any agreement contained in Section 4(a)(i),
4(a)(iii) or 4(d).
(e) Default Interest Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant
Transaction, a party that defaults in the performance of any payment
obligation will, to the extent permitted by Law and subject to Section _____
be required to pay interest (before as well as after judgment) on the overdue
amount to the other party on demand in the same currency as such overdue
amount, for the period from (and including) the original due date for payment
to (but excluding) the date of actual payment, at the Default Rate. Such
interest will be calculated on the basis of daily compounding and the actual
number of days elapsed. If, prior to the occurrence or effective designation
of an Early Termination Date, in respect of the relevant Transaction, a party
defaults in the performance of any obligation required to be settled by
delivery, it will compensate the other party on demand if and to the extent
provided for in the relevant Confirmation or elsewhere in this Agreement.
3. Representation.
Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered
into and, in the case of the representations in the case of Section ____ at
all times until the termination of this Agreement) that: -
(a) Basic Representations.
(i) Status. It is duly organised and validly existing under the laws of
the jurisdiction of its organisation or incorporation and, if relevant
under such laws, in good standing;
(ii) Powers. It has the power to execute this Agreement and any other
documentation relating to this Agreement to which it is a party, to
deliver this Agreement and any other documentation relating to this
Agreement that it is required by this Agreement to deliver and to
perform its obligations under this Agreement and any obligations it has
under any Credit Support Document to which it is a party and has taken
all necessary action to authorise such execution, delivery and
performance;
(iii) No Violation or Conflict. Such execution, delivery and performance
do not violate or conflict with any tax applicable to it, any provision
of its constitutional documents, any order or judgment of any court or
other agency of government applicable to it or any of its assets or any
contractual restriction binding on or affecting it or any of its assets;
(iv) Consents. All governmental and other consents that are required to
have been obtained by it with respect to this Agreement or any ("relit
nl)1101l 000,iinmcnl to which it is a party have been obtained and are
in full force and effect and all conditions of any such . ui)- ni have
been complied with; and
(v) Obligations Binding. Its obligations under this Agreement and any
Credit Support Document to which it is a party constitute its legal,
valid and binding obligations, enforceable in accordance with their
respective terms (subject to applicable bankruptcy, reorganisation,
insolvency, moratorium or similar laws affecting creditors' rights
generally and subject, as to enforceability, to equitable principles of
general application (regardless of whether enforcement is sought in a
proceeding in equity or at law)).
(b) Absence of Certain Events. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has
occurred and is continuing and no such event or circumstance would occur as a
result of its entering into or performing its obligations under this Agreement
or any Credit Support Document to which it is a party.
(c) Absence of Litigation. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding
at law or in equity or before any court, tribunal, governmental body, agency
or official or any arbitrator that is likely to affect the legality, validity
or enforceability against it of this Agreement or any Credit Support Document
to which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.
(d) Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is
identified for the purpose of this Section 3(d) in the Schedule is, as of the
date of the information, true, accurate and complete in every material
respect.
(e) Payer Tax Information. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.
(f) Payee Tax Information. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(f) is accurate and true.
4. Agreements
Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any to which it is a party:
(a) Furnished Specified Information. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:
(i) any forms, documents or certificates relating to taxation specified
in the Schedule or any Confirmation;
(ii) any other documents specified in the Schedule or any Confirmation;
and
(iii) upon reasonable demand by such other party, any form or document
that may be required or reasonably requested in writing in order to
allow such other party or its Credit Support Provider to make a payment
under this Agreement or any applicable (r,2rli1 ti!pilot I kx um, nt
without any deduction or withholding for or on account of any I aiy or
with such deduction or withholding at a reduced rate (so long as the
completion, execution or submission of such form or document would not
materially prejudice the legal or commercial position of the party in
receipt of such demand), with any such form or document to be accurate
and completed in a manner reasonably satisfactory to such other party
and to be executed and to be delivered with any reasonably required
certification,
in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.
(b) Maintain Authorisations. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.
(c) Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.
(d) Tax Agreement. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of
such failure.
(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of
this Agreement by a jurisdiction in which it is incorporated, organised,
managed and controlled, or considered to have its seat, or in which a branch
or iflirc through which it is acting for the purpose of this Agreement is
located ("Stamp Tax Jurisdiction") and will indemnify the other party against
any Stamp Tax Jurisdiction levied or imposed upon the other party or in
respect of the other party's execution or performance of this Agreement by any
such 5i:1iup', Jurisdiction which is not also a Stamp Tax Jurisdiction with
respect to the other party.
5. Events of Default and Termination Events
(a) The occurrence at any time with respect to a party or, if applicable, any
Credit Support Provider of such party or any Specified Entity of such party of
any of the following events constitutes an Event of Default (an Event of
Default) with respect to such party:--
(i) Failure to Pay or Deliver. Failure by the party to make, when due,
any payment under this Agreement or delivery Section 5(a)(i) required to
be made by it if such failure is not remedied on or before the third
Local Business Day after notice of such failure is given to the party;
(ii) Breach of Agreement. Failure by the party to comply with or perform
any agreement or obligation (other than an obligation to make any
payment under this Agreement or delivery under Section ___ or to give
notice of a Termination Event or any agreement or obligation under
Section ___ or . _____ to be complied with or performed by the party in
accordance with this Agreement if such failure is not remedied on or
before the thirtieth day after notice of such failure is given to the
party;
(iii) Credit Support Default
(1) Failure by the party or any Credit Support Provider of such
party to comply with or perform any agreement or obligation to be
complied with or performed by it in accordance with any Credit
Support Document if such failure is continuing after any
applicable grace period has elapsed;
(2) the expiration or termination of such Credit Support Document
or the failing or ceasing of such Credit Support Document to be in
full force and effect for the purpose of this Agreement (in either
case other than in accordance with its terms) prior to the
satisfaction of all obligations of such party under each
Transaction to which such Credit Support Document relates without
the written consent of the other party; or
(3) the party or such Credit Support Provider disaffirms,
disclaims, repudiates or rejects, in whole or in part, or
challenges the validity of, such Credit Support Document.
(iv) Misrepresentation. A representation (other than a
representation under Section ___ or _____ made or repeated or
deemed to have been made or repeated by the party or any Credit
Support Provider of such party in this Agreement or any Credit
Support Document proves to have been incorrect or misleading in
any material respect when made or repeated or deemed to have been
made or repeated;
(v) Default under Specified Transaction. The party, any Credit
Support Provider of such party or any applicable Specified Entity
of such party (1) defaults under a Specified Transaction and,
after giving effect to any applicable notice requirement or grace
period, there occurs a liquidation of, an acceleration of
obligations under, or an early termination of a Specified
Transaction. (2) defaults, after giving effect to any applicable
notice requirement or grace period, in making any payment or
delivery due on the last payment, delivery or exchange date of, or
any payment on early termination Local Business Days (or such
default continues for at least three I I3u.inr;, I )n if there is
no applicable notice requirement or grace period) or (3)
disaffirms, disclaims, repudiates or rejects, in whole or in part,
a Specified Transaction (or such action is taken by any person or
entity appointed or empowered to operate it or act on its behalf);
(vi) Cross Default. If "Cross Default" is specified in the
Schedule as applying to the party, the occurrence or existence of
(1) a default, event of default or other similar condition or
event (however described) in respect of such party, any Credit
Support Provider of such party or any applicable Specified Entity
of such party under one or more agreements or instruments relating
to Specified Indebtedness of any of them (individually or
collectively) in an aggregate amount of not less than the
applicable Threshold Amount (as specified in the Schedule) which
has resulted in such Specified Indebtedness becoming, or becoming
capable at such time of being declared, due and payable under such
agreements or instruments, before it would otherwise have been due
and payable or (2) a default by such party, such Credit Support
Provider or such Specified Entity (individually or collectively)
in making one or more payments on the due date thereof in an
aggregate amount of not less than the applicable Threshold Amount
under such agreements or instruments (after giving effect to any
applicable notice requirement or grace period);
(vii) Bankruptcy. The party, any Credit Support Provider of such
party or any applicable Specified Entity of such party:
(1) is dissolved (other than pursuant to a consolidation,
amalgamation or merger); (2) becomes insolvent or is unable
to pay its debts or fails or admits in writing its inability
generally to pay its debts as they become due; (3) makes a
general assignment, arrangement or composition with or for
the benefit of its creditors; (4) institutes or has
instituted against it a proceeding seeking a judgment of
insolvency or bankruptcy or any other relief under any
bankruptcy or insolvency Law or other similar Law affecting
creditors' rights, or a petition is presented for its
winding-up or liquidation, and, in the case of any such
proceeding or petition instituted or presented against it,
such proceeding or petition (A) results in a judgment of
insolvency or bankruptcy or the entry of an order for relief
or the making of an order for its winding-up or liquidation
or (B) is not dismissed, discharged, stayed or restrained in
each case within 30 days of the institution or presentation
thereof; (5) has a resolution passed for its winding-up,
official management or liquidation (other than pursuant to a
consolidation, amalgamation or merger); (6) seeks or becomes
subject to the appointment of an administrator, provisional
liquidator, conservator, receiver, trustee, custodian or
other similar official for it or for all or substantially
all its assets; (7) has a secured party take possession of
all or substantially all its assets or has a distress,
execution, attachment, sequestration or other legal process
levied, enforced or sued on or against all or substantially
all its assets and such secured party maintains possession,
or any such process is not dismissed, discharged, stayed or
restrained, in each case within 30 days thereafter; (8)
causes or is subject to any event with respect to it which,
under the applicable laws of any jurisdiction, has an
analogous effect to any of the events specified in clauses
(1) to (7) (inclusive); or (9) takes any
action in furtherance of, or indicating its c,u eiu to,
approval of, or acquiescence in, any of the foregoing acts;
or
(viii) Merger Without Assumption. The party or any Credit Support
Provider of such party consolidates or amalgamates with, or merges
with or into, or transfers all or substantially all its assets to,
another entity and, at the time of such consolidation,
amalgamation, merger or transfer: -
(1) the resulting, surviving or transferee entity fails to
assume all the obligations of such party or such Credit
Support Provider under this Agreement or any (Irc(lii
tinl,l,,,Ii I),)cicni to which it or its predecessor was a
party by operation of l;1`.\ or pursuant to an agreement
reasonably satisfactory to the other party to this
Agreement; or
(2) the benefits of any (redit Suhl)(nt lh,cun,cni fail to
extend (without the c0m',ent of the other party) to the
performance by such resulting, surviving or transferee
entity of its obligations under this Agreement.
(b) Termination Events. The occurrence at any time with respect to a
party or, if applicable, any Credit Support Provider of such party or
any Specified Entity of such party of any event specified below
constitutes an _______________if the event is specified in (ii) below,
Tax Event if the event is specified in (ii) below or Tax Event Upon
Merger if the event is specified in (iii) below, and, if specified to be
applicable, a Credit Event Upon Default if the event is specified
pursuant to (iv) below or an Additional Termination Event if the event
is specified pursuant to (v) below:
(i) Illegality. Due to the adoption of, or any change in, any
applicable Ilivv after the date on which a Transaction is entered
into, or due to the promulgation of, or any change in, the
interpretation by any court, tribunal or regulatory authority with
competent jurisdiction of any applicable Law after such date, it
becomes unlawful (other than as a result of a breach by the party
of Section 4(b)(ii) for such party (which will be the Affected
Party): --
(1) to perform any absolute or contingent obligation to make
a payment or delivery or to receive a payment or delivery in
respect of such Transaction or to comply with any other
material provision of this Agreement relating to such
Transaction; or
(2) to perform, or for any Credit Support Provider of such
party to perform, any contingent or other obligation which
the party (or such Credit Support Provider) has under any
(reclii Supli)(ri I )+,cunicut relating to such Transaction;
(ii) Tax Event. Due to (x) any action taken by a taxing authority, or
brought in a court of competent jurisdiction, on or after the date on
which a Transaction is entered into (regardless of whether such action
is taken or brought with respect to a party to this Agreement) or (y) a
Change in Tax Law, the party (which will be the Affected Party will, or
there is a substantial likelihood that it will, on the next succeeding
Sclic,lulell I':nvmcui I )at (1) be required to pay to the other party
an additional amount in respect of an Indefmifiable Tax. under Section
_____ (except in respect of interest under Section ______. or ______or
(2) receive a payment from which an amount is required to be deducted or
withheld for or on account of a I ,ty (except in respect of interest
under Section _____________ and no additional amount is required to be
paid in respect of such under Section _______other than byreason of
Section _______________ or __________;
(iii) Tax Event Upon Merger. The party (the "Burdened Party") on the
next succeeding Scheduled Payment Date will either (1) be required to
pay an additional amount in respect of an Indemnifiable Tax under
Section ______________ (except in respect of interest under Section
_______ ) or (2) receive a payment from which an amount has been
deducted or withheld for or on account of any Indemnifiable Tax in
respect of which the other party is not required to pay an additional
amount (other than by reason of Section _______), in either case as a
result of a party consolidating or amalgamating with, or merging with or
into, or transferring all or
substantially all its assets to, another entity (which will be the
Affected Party) where such action does not constitute an event described
in Section _______;
(iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is
specified in the Schedule as applying to the party, such party ("X"),
any Credit Support Provider of X or any applicable Specified Entity of X
consolidates or amalgamates with, or merges with or into, or transfers
all or substantially all its assets to, another entity and such action
does not constitute an event described in Section _______ but the
creditworthiness of the resulting, surviving or transferee entity is
materially weaker than that of X, such Credit Support Provider or such
Specified Entity, as the case may be, immediately prior to such action
(and, in such event, X or its successor or transferee, as appropriate,
will be the Affected Party); or
(v) Additional Termination Event. If any "Additional Termination Event"
is specified in the Schedule or any Confirmation as applying, the
occurrence of such event (and, in such event, the Affected Party or
Affected Parties shall be as specified for such Additional Termination
Event in the Schedule or such Confirmation).
(c) Event of Default and Illegality. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an
Event of Default.
6. Early Termination
(a) Right to Terminate Following Event of Default. If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as
an Early Termination Date in respect of all outstanding Transactions. If,
however, "Automatic Early Termination" is specified in the Schedule as
applying to a party, then an Early Termination Date in respect of all
outstanding Transactions will occur immediately upon the occurrence with
respect to such party of an Event of Default specified in Section _______ or,
to the extent analogous thereto, (8), and as of the time immediately preceding
the institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section _______ or, to the extent analogous thereto, (8).
(b) Right to Termination Following Termination Event.
(i) Notice. If a Termination Event occurs, an Affected Party will,
promptly upon becoming aware of it, notify the other party, specifying
the nature of that Termination Event and each Affected transaction and
will also give such other information about that Termination Event as
the other party may reasonably require.
(ii) Transfer to Avoid Termination Event. If either an Illegality under
Section _______ or a Tax Event occurs and there is only one Affected
Party, or if a Tax Event Upon Merger occurs and the Burdened Party is
the Affected Party, the Affected Party will, as a condition to its right
to designate an Early Termination Date under Section 6(b)(iv), use all
reasonable efforts (which will not require such party to incur a loss,
excluding immaterial, incidental expenses) to transfer within 20 days
after it gives notice under Section 6(b)(i) all its rights and
obligations under this Agreement in respect of the Affected transactions
to another of its Offices or Affiliates so that such Termination Event
ceases to exist.
If the Affected Party is not able to make such a transfer it will give
notice to the other party to that effect within such 20 day period,
whereupon the other party may effect such a transfer within 30 days
after the notice is given under Section 6(b)(i).
Any such transfer by a party under this Section 6(b)(ii) will be subject
to and conditional upon the prior written consent of the other party,
which consent will not be withheld if such other party's policies in
effect at such time would permit it to enter into transactions with the
transferee on the terms proposed.
(iii) Two Affected Parties. If an Illegality under Section _______ or a
Tax Event occurs and there are two Affected Parties, each party will use
all reasonable efforts to reach agreement within 30 days after notice
thereof is given under Section 6(b)(i) on action to avoid that
Termination Event.
(iv) Right to Terminate. If: --
(1) a transfer under Section 6(b)(ii) or an agreement under
Section 6(b)(iii), as the case may be, has not been effected with
respect to all Affected Transactions within 30 days after the
Affected Party gives notice under Section 6(b)(i); or
(2) an Illegality under Section _______, a Credit Event Upon
Merger or an Additional Termination Event occurs, or a Tax Event
Upon Merger occurs and the burdened Party is not the Affected
party.
either party in the case of an Illegality, the Burdened Party in the
case of a Tax Event Upon Merger, any Affected Party in the case of a Tax
Event or an Additional Termination Event if there is more than one
Affected Party, or the party which is not the Affected Party in the case
of a Credit Event Upon Merger or an Additional Termination Event if
there is only one Affected Party may, by not more than 20 days notice to
the other party and provided that the relevant Termination Event is then
continuing, designate a day not earlier than the day such notice is
effective as an Early Termination Date in respect of all Affected
Transactions.
(c) Effect of Designation.
(i) If notice designating an Early Termination Date is given under
Section _______ or ___, the Early Termination date will occur on the
date so designated, whether or not the relevant Event of Default or
Termination Event is then continuing.
(ii) Upon the occurrence or effective designation of an Early
Termination Date, no further payments or deliveries under Section
_______ or _______ in respect of the Terminated Transactions will be
required to be made, but without prejudice to the other provisions of
the Agreement. The amount, if any, payable in respect of an Early
Termination Date shall be determined pursuant to Section 6(e).
(d) Calculations.
(i) Statement. On or as soon as reasonably practicable following the
occurrence of an Early Termination Date, each party will make the
calculations on its part, if any, contemplated by Section 6(e) and will
provide to the other party a statement (1) shoeing, in reasonable
detail, such calculations (including all relevant quotations and
specifying any amount payable under Section 6(e)) and (2) giving details
of the relevant account to which any amount payable to it is to be paid.
In the absence of written confirmation from the source of a quotation
obtained in determining a _______, the records of the party obtaining
such quotation will be conclusive evidence of the existence and accuracy
of such quotation.
(ii) Payment Date. an amount calculated as being due in respect of any
Early termination Date under Section 6(e) will be payable on the day
that notice of the amount payable is effective (in the case of an Early
Termination Date which is designated or occurs as a result of an Event
of Default) and on the day which
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SCHEDULE
to the
MASTER AGREEMENT
dated as of April 28, 2006
between
▇▇▇▇▇▇▇ ▇▇▇▇▇ MITSUI MARINE
DERIVATIVE PRODUCTS, L.P.
a limited partnership organized
under the laws of Delaware
("Party A"),
and
GSAA HOME EQUITY TRUST 2006-8
a trust organized
under the laws of the State of New York
("Party B").
Part 1. Termination Provisions.
(a) "Specified Entity" means in relation to Party A for the purpose of:
Section 5(a)(v), Not Applicable.
Section 5(a)(vi), Not Applicable.
Section 5(a)(vii), Not Applicable.
Section 5(b)(iv), Not Applicable.
and in relation to Party B for the purpose of:
Section 5(a)(v), Not Applicable.
Section 5(a)(vi), Not Applicable.
Section 5(a)(vii), Not Applicable.
Section 5(b)(iv), Not Applicable.
(b) "Specified Transaction" shall have the meaning specified in Section
14 of this Agreement.
(c) The "Breach of Agreement" provisions of Section 5(a)(ii) will not
apply to Party A or Party B.
(d) The "Credit Support Default" provisions of Section 5(a)(iii) will
apply to Party A and will not apply to Party B.
(e) The "Misrepresentation" provisions of Section 5(a)(iv) will not
apply to Party A or Party B.
(f) The "Cross Default" provisions of Section 5(a)(vi) will not apply
to Party A or Party B.
(g) With respect to Party B only, Section 5(a)(vii)(2) is hereby
amended as follows:
"(2) is unable to pay its debts (other than payments due to
holders of its subordinate certificates) or fails or admits in
writing its inability generally to pay its debts (other than
payments to holders of its subordinate certificates) as they
become due"
(h) The "Merger without Assumption" provisions of Section 5(a)(viii)
will apply to Party A and will not apply to Party B.
(i) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will
not apply to Party A or Party B.
(j) The "Automatic Early Termination" provisions of Section 6(a) will
not apply to Party A or Party B.
(k) Payments on Early Termination. For the purpose of Section 6(e):
(i) Market Quotation will apply.
(ii) The Second Method will apply.
(l) "Termination Currency" means U.S. Dollars.
(m) The "Additional Termination Event" provisions of Section 5(b)(v)
will apply as set forth in Part 5(m) hereof.
(n) The "Default under Specified Transaction" provisions of Section
5(a)(v) will not apply to Party A or Party B.
(o) The "Tax Event" provisions of Section 5(b)(ii) will apply to Party
A and will not apply to Party B.
(p) The "Tax Event Upon Merger" provisions of Section 5(b)(iii) will
apply to Party A and will not apply to Party B.
2
Part 2. Tax Representations.
(a) Payer Representations. For purposes of Section 3(e) of this
Agreement, Party A and Party B each make the following representation:
It is not required by any applicable law, as modified by the practice of
any relevant governmental revenue authority, of any Relevant
Jurisdiction to make any deduction or withholding for or on account of
any Tax from any payment (other than interest under Section 2(e),
6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party
under this Agreement. In making this representation, it may rely on (i)
the accuracy of any representations made by the other party pursuant to
Section 3(f) of this Agreement, (ii) the satisfaction of the agreement
contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the
accuracy and effectiveness of any document provided by the other party
pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement, and (iii)
the satisfaction of the agreement of the other party contained in
Section 4(d) of this Agreement, provided that it shall not be a breach
of this representation where reliance is placed on subclause (ii) and
the other party does not deliver a form or document under Section
4(a)(iii) by reason of material prejudice to its legal or commercial
position.
Party A Payee Representations. For the purpose of Section 3(f) of this
Agreement, Party A makes the following representations:
(i) It is a "U.S. payee" within the meaning of Treasury Regulation Section
1.1441-5(b).
(ii) It is a United States person within the meaning of Section 7701(a)(30)
of the Internal Revenue Code of 1986, as amended.
Party B Payee Representations. For the purpose of Section 3(f) of this
Agreement, Party B makes the following representation:
(i) It is a trust created under an agreement governed by New York law.
Part 3. Agreement to Deliver Documents.
For the purpose of Section 4(a), each party agrees to deliver the
following documents, as applicable:
(a) Tax forms, documents, or certificates to be delivered are:
Party A agrees to complete, execute, and deliver to Party B, United
States Internal Revenue Service Form W-9 or any successor of such form:
(i) on a date which is before the first scheduled payment date under
this Agreement; (ii) promptly upon reasonable demand by Party B; and
(iii) promptly upon learning that any such forms previously provided by
Party A has become obsolete or incorrect.
3
Party B agrees to complete, execute, and deliver to Party A, United
States Internal Revenue Service Form W-9 or any successor of such forms:
(i) on a date which is before the first scheduled payment date under
this Agreement; (ii) promptly upon reasonable demand by Party A; and
(iii) promptly upon learning that any such forms previously provided by
Party B has become obsolete or incorrect.
(b) Other documents to be delivered are:
Covered by
Party required to Form/Document/ Date by which Section 3(d)
deliver document Certificate to be delivered Representation
Party A Power of Attorney At execution of Yes
with respect to this Agreement
Party A
Party A Support Agreement At execution of Yes
dated as of this Agreement
October 8, 1993 among
Party A, Mitsui
Marine and Fire
Insurance Co., Ltd.
("Mitsui Marine"),
and The ▇▇▇▇▇▇▇ Sachs
Group, Inc. ("Goldman
Group") (the "Support
Agreement")
accompanied by a
certificate of an
authorized officer of
Party A, certifying
that it is a true,
complete and correct
copy of the original
Support Agreement
Party A Guaranty dated as of At execution of Yes
December 20, 2000 this Agreement
between Mitsui Marine
and ▇▇▇▇▇▇▇ Sachs
Group (the
"Guaranty"),
accompanied by a
certificate
certifying that it is
a true, complete and
correct copy of the
original Guaranty
Party A Most recently As soon as Yes
prepared annual possible
balance sheet of following
Party A request of Party B
4
Party A Legal opinions with At execution of No
respect to Party A this Agreement
Party B Incumbency At execution of Yes
certificate or other this Agreement
documents evidencing
the authority,
incumbency and
specimen signature of
each person executing
this Agreement, any
Credit Support
Document or any
Confirmation, as the
case may be.
Party B Servicer Remittance Promptly upon Yes
Reports becoming
available
Party B Legal opinion with At execution of No
respect to Party B this Agreement
Party B An executed copy of Within 30 days No
the Master Servicing after the date
and Trust Agreement, of this Agreement
dated as of April 1,
2006, among GS
Mortgage Securities
Corp., as depositor,
Deutsche Bank
National Trust
Company, as trustee
and as a custodian,
U.S. Bank National
Association, as a
custodian, JPMorgan
Chase Bank, National
Association, as a
custodian, and ▇▇▇▇▇
Fargo Bank, N.A., as
master servicer,
securities
administrator and as
a custodian.
Part 4. Miscellaneous.
(a) Addresses for Notices. For the
purpose of Section 12(a): Address for
notices or communications to Party A:
5
Address: ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇.▇.▇.
Attention: Swap Administration
Telex No.: 421344
Answerback: GOLSAX
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Electronic Messaging
System Details: None
With a copy to:
Address: ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇.▇.▇.
Attention: Treasury Administration
Telex No.: 421344
Answerback: GOLSAX
Facsimile No. : (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Electronic Messaging
System Details: None
Addresses for Notices. For the purpose of Section 12(a): Address for notices or
communications to Party B:
Address: ▇▇▇▇▇ Fargo Bank, N.A.
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Services, GSAA
HOME EQUITY TRUST 2006-8
(b) Process Agent. For the purpose of Section 13(c):
Party A appoints as its Process Agent: Not Applicable
Party B appoints as its Process Agent: Not Applicable
With a copy to:
Address: Standard & Poor's Ratings
Services, a division of
▇▇▇▇▇▇-▇▇▇▇, Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
6
Attention: Residential Mortgage Surveillance
Group
Facsimile: 212-438-2652
With a copy to:
Address: ▇▇▇▇▇'▇ Investors Service, Inc.
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Residential Mortgage Backed
Securities Group
Facsimile:
▇▇▇-▇▇▇-▇▇▇▇
(c) Offices; Multibranch Parties.
(i) The provisions of Section 10(a) will be applicable.
(ii) For the purpose of Section 10(c):
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
(d) Calculation Agent. The Calculation Agent is Party A.
(e) Credit Support Document. Details of any Credit Support Document.
(i) With respect to Party A, (A) the Support Agreement, (B) the
Guaranty and (C) any Credit Support Annex that may be entered into
in connection with any of the events described in Part 5(m)(ii) of
this Schedule.
(ii) With respect to Party B, not applicable.
Each Credit Support Document is incorporated by reference into and
constitutes part of this Agreement and each Confirmation as if set
forth in full in this Agreement or such Confirmation.
(f) Credit Support Provider.
(i) Credit Support Provider means in relation to Party A, Goldman
Group and Mitsui Marine; provided that all defaults by,
misrepresentations of, actions or failures to act by, or
circumstances or events applicable to a "Credit Support
7
Provider" as such term is used in this Agreement shall be
deemed in all such circumstances to refer to defaults
simultaneously in effect with respect to both Goldman Group
and Mitsui Marine, misrepresentations made by both Goldman
Group and Mitsui Marine, actions or failures to act
simultaneously by both Goldman Group and Mitsui Marine, and
circumstances or events simultaneously applicable to both
Goldman Group and Mitsui Marine.
(ii) Credit Support Provider means in relation to Party B, Not
Applicable.
(g) Governing Law. This Agreement and each Confirmation will be governed
by, and construed and enforced in accordance with, the substantive law of the
State of New York, without reference to its choice of law doctrine.
(h) Jurisdiction. Section 13(b) is hereby amended by: (i) deleting in the
second line of subparagraph (i) thereof the word "non-"; and (ii) deleting the
final paragraph thereof.
(i) Netting of Payments. Subparagraph (ii) of Section 2(c) will apply to
Transactions with effect from the date of this Agreement. Notwithstanding
anything to the contrary in Section 2(c), amounts that are payable with respect
to the same Calculation Period shall be netted, as provided in Section 2(c),
even if such amounts are not due on the same Payment Date.
(j) "Affiliate" will have the meaning specified in Section 14; provided,
however, Party B shall be deemed to have no Affiliates.
Part 5. Other Provisions.
(a) Accuracy of Specified Information. With respect to Party A, Section
3(d) is hereby amended by adding in the third line thereof after the word
"respect" and before the period the words "or, in the case of audited or
unaudited financial statements or balance sheets, a fair presentation of the
financial condition of the relevant person."
(b) Transfer. Section 7 is hereby amended by:
(i) adding in the third line thereof after the word "party," the
words "which consent shall not be unreasonably withheld or
delayed" and adding in the third line thereof after the
clause "that: -" the words "provided that the Rating Agency
Condition is satisfied in all events (including in the event
of a transfer under Section 6(b)(ii));
(ii) adding in the second line of subparagraph (a) thereof after
the words "assets to," the words "or reorganization,
incorporation, reincorporation, reconstitution, or
reformation into or as";
8
(iii) deleting at the end of subparagraph (a) thereof the word
"and";
(iv) deleting in the second line of subparagraph (b) thereof the
period and replacing it with "; and";
(v) adding after subparagraph (b) thereof the following
subparagraph (c):
(c) in addition to, and not in lieu of, the preceding
transfer rights, Party A may, without recourse by Party B or
Party A's transferee to or against Party A, transfer this
Agreement, in whole, but not in part, to any of Party A's
Affiliates or any of the Affiliates of Goldman Group pursuant
to documentation prepared by Party A, provided that:
(i) either (A) such transferee must have a long-term,
unsecured, unsubordinated debt obligation ratings
or financial program ratings (or other similar
ratings) by S&P which are equal to or greater
than the comparable long-term, unsecured,
unsubordinated debt obligation ratings or
financial program ratings (or other similar
ratings) of Party A immediately prior to such
transfer, or (B) the obligations transferred to
such transferee must be guaranteed by Party A
pursuant to a guaranty in substantially the form
of the Guaranty of the Credit Support Provider or
other agreement or instrument consented to by
Party B or other agreement or instrument mutually
agreed upon by both parties and satisfactory to
S&P;
(ii) the transferee will not, as a result of such
transfer, be required to withhold or deduct on
account of a Tax under Section 2(d)(i) on the
next succeeding Scheduled Payment Date an amount
in excess of that which Party A would have been
required to so withhold or deduct on the next
succeeding Scheduled Payment Date in the absence
of such transfer unless the transferee will be
required to make payments of additional amounts
pursuant to Section 2(d)(i)(4) in respect of such
excess;
(iii) an Event of Default or a Termination Event does
not occur as a result of such transfer;
(iv) the Rating Agency Condition is satisfied. With
respect to the results described in subclause
(ii) above, Party A will cause the transferee to
make, and Party B will make, such reasonable
Payer Tax Representations and Payee Tax
Representations as may be mutually agreed upon by
the
9
transferee and Party B in order to permit such
parties to determine that such results will not
occur upon or after the transfer;
(v) Party A agrees to transfer only to a transferee
in a jurisdiction, which it is aware is a
"netting" jurisdiction, that is in which, by
opinion of counsel published by ISDA, netting
under this Agreement shall be enforceable; and
(vi) Party A will be responsible for any costs or
expenses incurred in connection with such
transfer.
(vi) adding at the end of Section 7 the following sentence:
Except as may otherwise be stated in Section 7(c) hereof or
in the documentation evidencing a transfer, a transfer of
all of the obligations of Party A made in compliance with
this Section will constitute an acceptance and assumption of
such obligations (and any related interests so transferred)
by the transferee, a novation of the transferee in place of
Party A with respect to such obligations (and any related
interests so transferred), and a release and discharge by
Party B of Party A from, and an agreement by Party B not to
make any claim for payment, liability, or otherwise against
Party A with respect to, such obligations from and after the
effective date of the transfer.
(c) Set-Off. Without affecting the provisions of this Agreement requiring
the calculation of certain net payment amounts, as a result of an Event of
Default or Termination Event or otherwise, all payments under this Agreement
will be made without Set-Off or counterclaim.
(d) Reference Market-makers. The definition of "Reference Market-makers"
in Section 14 is hereby amended by adding in the fourth line thereof after the
word "credit" the words "or to enter into transactions similar in nature to
Transactions".
(e) Severability. If any term, provision, covenant, or condition of this
Agreement, or the application thereof to any party or circumstance, shall be
held to be invalid or unenforceable (in whole or in part) for any reason, the
remaining terms, provisions, covenants, and conditions hereof shall continue in
full force and effect as if this Agreement had been executed with the invalid
or unenforceable portion eliminated, so long as this Agreement as so modified
continues to express, without material change, the original intentions of the
parties as to the subject matter of this Agreement and the deletion of such
portion of this Agreement will not substantially impair the respective benefits
or expectations of the parties to this Agreement; provided, however, that this
severability provision shall not be applicable if any provision of Section 2,
5, 6, or 13 (or any definition or provision in Section 14 to the extent it
relates to, or is used in or in connection with any such Section) shall be so
held to be invalid or unenforceable.
10
(f) Waiver of Right to Trial by Jury. Each party hereby irrevocably
waives, to the fullest extent permitted by applicable law, any right it may
have to trial by jury in respect of any suit, action or proceeding relating to
this Agreement.
(g) Credit Support Default. Subparagraph (3) of Section 5(a)(iii) is
hereby amended by adding in the second line thereof after the word "Document"
and before the semicolon the words "(or such action is taken by any person or
entity appointed or empowered to operate it or act on its behalf)."
(h) Additional Representations. Section 3 is hereby amended by adding the
following additional subsections:
(i) No Agency. With respect to Party A, it is entering into this
Agreement and each Transaction as principal (and not as agent or in
any other capacity, fiduciary or otherwise) and, with respect to
Party B, ▇▇▇▇▇ Fargo Bank, N.A. is entering into the Agreement in
its capacity as Securities Administrator of Party B.
(ii) Eligible Contract Participant. It is an "eligible contract
participant" as defined in the U.S. Commodity Exchange Act.
(iii) Non-Reliance. Party A is acting for its own account and ▇▇▇▇▇
Fargo Bank, N.A. is acting as securities administrator for Party B.
It has made its own independent decisions to enter into that
Transaction and as to whether that Transaction is appropriate or
proper for it based upon its own judgment and upon advice from such
advisers as it has deemed necessary. It is not relying on any
communication (written or oral) of the other party as investment
advice or as a recommendation to enter into that Transaction; it
being understood that information and explanations related to the
terms and conditions of a Transaction shall not be considered
investment advice or a recommendation to enter into that
Transaction. No communication (written or oral) received from the
other party shall be deemed to be an assurance or guarantee as to
the expected results of that Transaction.
(iv) Assessment and Understanding; Status of Parties. It is capable
of assessing the merits of and understanding (on its own behalf or
through independent professional advice), and understands and
accepts, the terms, conditions and risks of that Transaction. It is
also capable of assuming, and assumes, the risks of that
Transaction. The other party is not acting as a fiduciary for or an
adviser to it in respect of that Transaction.
(i) RESERVED.
(j) Regarding Party A. Party B acknowledges and agrees that Party A has
had and will have no involvement in and, accordingly, accepts no responsibility
for: (i) the establishment, structure, or choice of assets of Party B; (ii) the
selection of any person
11
performing services for or acting on behalf of Party B; (iii) the selection of
Party A as the counterparty; (iv) the terms of the Certificates; (v) the
preparation of or passing on the disclosure and other information contained in
any prospectus or prospectus supplement for the Certificates, the Master
Servicing and Trust Agreement, or any other agreements or documents used by
Party B or any other party in connection with the marketing and sale of the
Certificates; (vi) the ongoing operations and administration of Party B,
including the furnishing of any information to Party B which is not
specifically required under this Agreement; or (vii) any other aspect of Party
B's existence except for those matters specifically identified in this
Agreement.
(k) No Recourse. The Certificates represent an equity interest in Party B
only and the foregoing does not represent an interest in or obligation of Party
A, and no recourse may be had by the holders of the Certificates against Party
A or its assets with respect to the Notes and the Certificates and/or this
Agreement.
(l) Indemnifiable Tax. Party A agrees that Party B will not be required
to pay any additional amounts pursuant to Section 2(d)(i)(4) of the Agreement
in respect of an Indemnifiable Tax. If Party A is required to pay additional
amounts in respect of a withholding tax pursuant to Section 2(d)(i)(4) of this
Agreement, Party A may transfer this Agreement, subject to satisfaction of the
Rating Agency Condition, as provided in Section 6(b)(ii) of this Agreement and
such transfer shall not require the consent of Party B to the extent it is in
conformance with the provisions of Section 7(c), as amended herein.
(m) Additional Termination Events.
(i) It shall be an Additional Termination Event, with Party A as
the sole Affected Party, if the Depositor determines at any
time that it is required for purposes of compliance with Item
1115(b) of Regulation AB to provide any financial or other
data relating to Party A and, within 15 calendar days of such
determination, Party A fails to assign this Agreement and all
of its obligations hereunder to a substitute counterparty
that (A) has agreed to provide any financial or other data
required under Regulation AB, (B) has agreed to provide
indemnifications relating to such financial or other data
acceptable to the Depositor, (C) satisfies the Rating Agency
Condition and (D) is approved by the Depositor (which
approval shall not be unreasonably withheld). For the
avoidance of doubt, unless otherwise specified in this
Agreement, Party A shall be under no obligation to provide
any such financial or other data, whether in connection with
this Termination Event or otherwise. For purposes of this
Termination Event, (i) "Commission" shall mean the Securities
and Exchange Commission, (ii) "Depositor" shall mean GS
Mortgage Securities Corp., and (iii) "Regulation AB" shall
mean the Asset Backed Securities Regulation AB, 17 C.F.R.
ss.ss.229.1100-229.1123, as such may be amended from time to
time, and subject to such clarification and interpretation as
have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518,
70
12
Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its
staff from time to time.
(ii) It shall also be an Additional Termination Event if (i) an
Optional Termination Date is designated pursuant to the
Master Servicing and Trust Agreement (a "Redemption
Termination") and (ii) there remains no more than 5 Business
Days prior to the proposed Redemption Date. In the case of a
Redemption Termination, both Party A and Party B shall have
the right to cause a termination of this Agreement and, for
purposes of Section 6(e)(ii) of this Agreement, Party B shall
be the sole Affected Party. Following notification from the
Securities Administrator that it has received a redemption
notice, Party A shall provide the Securities Administrator
from time to time, upon request, with good faith estimates of
the amount that would be payable under Section 6(e)(ii) in
the event of such Redemption Termination. Any termination
payment payable in respect of such Additional Termination
Event shall be paid on the relevant Redemption Date.
(iii) (I) It shall also be an Additional Termination Event, with
Party A as the sole Affected Party (except as expressly
provided herein) if Party A, a replacement counterparty, or a
person or an entity that guarantees the obligations of Party
A or a replacement counterparty, as the case may be, has a
rating that does not satisfy the Required Hedge Counterparty
Rating (but is at least "BBB-" or "A-3" (if applicable) by
S&P), or S&P or Moody's withdraws its ratings and none of the
following events has occurred:
(A) within 30 days of such failure to satisfy the
Required Hedge Counterparty Rating, Party A or
such replacement counterparty, as the case may
be, transfers this Agreement, in whole, but not
in part, to a counterparty that satisfies the
Required Hedge Counterparty Rating, subject to
satisfaction of the Rating Agency Condition;
(B) within 30 days of such failure to satisfy the
Required Hedge Counterparty Rating, Party A or
such replacement counterparty, as the case may
be, collateralizes its Exposure to Party B
pursuant to an ISDA Credit Support Annex, subject
to satisfaction of the Rating Agency Condition,
as applicable; provided that such ISDA Credit
Support Annex shall be made a Credit Support
Document for Party A pursuant to an amendment of
this Agreement in a form acceptable to the
Securities Administrator which amendment shall
also be subject to satisfaction of Rating Agency
Condition;
(C) within 30 days of such failure to satisfy the
Required Hedge Counterparty Rating, the
obligations of Party A or such
13
replacement counterparty, as the case may be,
under this Agreement are guaranteed by a person
or entity that satisfies the Required Hedge
Counterparty Rating, subject to satisfaction of
the Rating Agency Condition; or
(D) within 30 days of such failure to satisfy the
Required Hedge Counterparty Rating, Party A or
such replacement counterparty, as the case may
be, takes such other steps, if any, to enable the
Issuer to satisfy the Rating Agency Condition.
(II) It shall also be an Additional Termination Event,
with Party A as the sole Affected Party (except as
expressly provided herein) if Party A, a replacement
counterparty, or a person or an entity that guarantees
the obligations of Party A or a replacement
counterparty, as the case may be, has a rating of less
than "BBB-" or "A-3" (if applicable) by S&P and within
7 days thereafter, Party A or such replacement
counterparty, as the case may be, while collateralizing
its Exposure to Party B, fails to transfer this
Agreement, in whole, but not in part, to a counterparty
that satisfies the Required Hedge Counterparty Rating,
subject to satisfaction of the Rating Agency Condition.
Upon downgrade of Party A below the Required Hedge
Counterparty Rating or below "BBB-" or "A-3" (if applicable),
or if S&P or Moody's withdraws its ratings for any reason,
Party A will promptly o give notice of the circumstances to
Party B and to the rating agencies that at the time are
providing ratings for the Certificates.
Party B shall be entitled to (A)(1) in case of an Additional
Termination Event described in Part 5(m)(iii)(I), designate a
date that is not earlier than the expiration of the 30 day
period referred to in Part 5(m)(iii)(I) as an Early
Termination Date in respect of all transactions under this
Agreement by giving notice to Party A at least 10 days prior
to the date so designated (which notice may be given prior to
the expiration of such 30 day period) and (2) in case of an
Additional Termination Event described in this Part
5(m)(iii)(II), immediately designate an Early Termination
Date, in respect of all transactions under this Agreement by
giving notice to Party A and (B) no later than the respective
dates specified in clause (A)(1) and (A)(2), transfer the
rights and obligations of Party A hereunder to a counterparty
that satisfies the Required Hedge Counterparty Rating,
subject to satisfaction of the Rating Agency Condition.
In connection with a transfer of this Agreement as described
in this Part 5(m)(iii), Party A shall, at its sole cost and
expense, use commercially reasonable efforts to seek a
replacement counterparty. In addition, if Party A
14
pursues any of the alternative actions contemplated in
paragraphs (A), (B), (C) and (D) of Part 5(m)(iii)(I) above,
it shall do so at its sole cost and expense.
As used herein, "Required Hedge Counterparty Rating" means,
with respect to a counterparty or entity guaranteeing the
obligations of such counterparty, (x) either (i) if such
counterparty or entity has only a long-term rating by
Moody's, a long-term senior, unsecured debt obligation
rating, financial program rating or other similar rating (as
the case may be, the "Long-Term rating") of at least "Aa3" by
Moody's and if rated "Aa3" by ▇▇▇▇▇'▇ is not on negative
credit watch by Moody's or (ii) if such counterparty or
entity has a Long-Term Rating and a short-term rating by
Moody's, a Long-Term Rating of at least "A1" by Moody's and a
short-term rating of "P-1" by Moody's and, in each case, if
rated "A1" or "P-1", such rating is not on negative credit
watch by Moody's and (y) (i) a short-term rating of at least
"A-1" by S&P or (ii) if such counterparty or entity does not
have a short-term rating by S&P, a Long-Term Rating of at
least "A+" by S&P.
For the purposes of determining the Settlement Amount with
respect to the designation of an Early Termination Date
arising from the Additional Termination Event specified in
Party 5(m)(iii), both Party A and Party B shall be Affected
Parties. If the Settlement Amount calculated pursuant to this
subclause (iii) is an amount owing by Party B to Party A,
then such payment shall be a Swap Termination Payment payable
by Party B to Party A in accordance with the priority of
payments described in the Master Servicing and Trust
Agreement; provided, however, that (a) if Party A does not
after the exercise of commercially reasonable efforts cause
any of the conditions specified in Part 5(m)(iii)(I)(A) to
(D) to be satisfied, Party B shall use commercially
reasonable efforts to enter into a replacement Transaction(s)
with a counterparty acceptable to the Rating Agencies, in
respect of the Affected Transaction(s) relating to the
Additional Termination Event; and (b) where multiple
quotations are available such replacement Transaction(s)
shall be entered into based on the quoted price(s) that would
result in the largest payment made to Party B by the
replacement counterparty (it being understood that Party A
may be permitted to actively solicit and obtain such
quotations on behalf of Party B); and (c) to the extent that
payments are received by Party B as a result of entering into
such replacement Transaction(s), then Party A shall have
first priority as to such payments versus all other creditors
of Party B and Party B shall pay the lesser of (x) the amount
so received and (y) the Swap Termination Payment to the
extent not already paid by Party B over to Party A
immediately upon receipt.
As used herein, "Exposure" means, as of any date of
determination, the amount, if any, that would be payable to
Party B by Party A under this Agreement if an Early
Termination Date were to occur as of such date of
determination as a result of a Termination Event, Party A
were the sole
15
Affected Party, all Transactions were terminated in
connection with such Early Termination Date and (solely for
purposes of determining Exposure) the amount of such payment
were calculated using Market Quotation.
For any Additional Termination Event, the date that Party A or
Party B, as the case may be, specifies in its notice of its
election to terminate shall be the Early Termination Date for the
Transactions; provided, that solely in the case of an Additional
Termination Event described in subclause (ii) above, the Early
Termination Date shall be no earlier than the 3rd Business Day
preceding the Redemption Date and no later than the Redemption
Date.
(n) Indemnifiable Tax. The definition of "Indemnifiable Tax" in Section
14 is hereby amended by adding the following sentence at the end thereof:
Notwithstanding the foregoing, "Indemnifiable Tax" also means any
Tax imposed in respect of a payment under this Agreement by reason
of a Change in Tax Law by a government or taxing authority of a
Relevant Jurisdiction of the party making such payment, unless the
other party is incorporated, organized, managed and controlled, or
considered to have its seat in such jurisdiction, or is acting for
purposes of this Agreement through a branch or office located in
such jurisdiction.
(o) Limited Recourse; Non-petition. Party A agrees that the obligations
of Party B hereunder are limited recourse obligations payable solely from the
assets of Party B, and due to the extent funds are available for the payment
thereof in accordance with the priority of payments described in the Master
Servicing and Trust Agreement. Party A agrees that it will not, prior to the
date which is at least one year and one day or, if longer, the then applicable
preference period following the payment in full of all the Certificates issued
pursuant to the Master Servicing and Trust Agreement and the expiration of all
applicable preference periods under Title 11 of the United States Code or other
applicable law relating to any such payment, acquiesce, petition or otherwise
invoke or cause Party B to invoke the process of any governmental authority for
the purpose of commencing or sustaining a case (whether voluntary or
involuntary) against Party B under any bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of Party B or any substantial part of its property or
ordering the winding-up or liquidation of the affairs of Party B. Nothing
contained herein shall prohibit Party A from submitting a claim, or proof of
claim, in any proceeding or process instituted by or against Party B by any
person other than Party A or its Affiliates. Party A and Party B agree that
this Part 5(o) shall survive the termination of this Agreement for any reason
whatsoever.
(p) Securities Administrator Capacity. It is expressly understood and
agreed by the parties hereto that insofar as this Agreement is executed by the
Securities Administrator (i) this Agreement is executed and delivered by ▇▇▇▇▇
Fargo Bank, N.A., not in its individual capacity but solely as Securities
Administrator under the Master Servicing and Trust Agreement in the exercise of
the powers and authority conferred to and vested in it thereunder and (ii)
under no
16
circumstances shall ▇▇▇▇▇ Fargo Bank, N.A.. in its individual capacity be
personally liable for the payment of any indebtedness or expenses or be
personally liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken under this Agreement on behalf of Party
B.
(q) Additional Party A Covenant. Following a failure to satisfy the
Required Hedge Counterparty Rating in accordance with Part 5(m)(iii)(I), Party
A shall take the actions described in accordance with Part 5(m)(iii)(I)(A),
(B), (C) or (D). Following a failure to satisfy the rating requirements set
forth in Part 5(m)(iii)(II), Party A shall take the actions described in
accordance with Part 5(m)(iii)(II).
(r) Agreements: Furnish Specified Information. Section 4(a) is hereby
amended by adding at the end thereof the following paragraph:
Notwithstanding the foregoing provisions of this Section 4(a), the
parties agree that, pursuant to the terms of the Power of Attorney
with respect to Party A referred to in Part 3(b) of this Schedule,
any one or more of the officers of Party A's general partner who
has been designated as an agent and attorney in fact of Party A
will so deliver to Party B or such government or taxing authority
the specified or requested forms, documents, or certificates.
(s) Confirmations. Transactions shall be promptly confirmed by the
parties by Confirmations exchanged by mail, telex, facsimile or other
electronic means. Where a Transaction is confirmed by means of an electronic
messaging system that the parties have elected to use to confirm such
Transaction (i) such confirmation will constitute a "Confirmation" as referred
to in this Agreement even where not so specified in the confirmation and (ii)
such Confirmation will supplement, form part of, and be subject to this
Agreement and all provisions in this Agreement will govern the Confirmation
except as modified therein.
(t) Tax Documentation. Section 4(a)(iii) of the Agreement is hereby
amended by adding prior to the existing text:
"upon the earlier of learning that any such form or document is required
or"
(u) Inconsistency-Trade Call. In the event of any inconsistency between a
telephone conversation, including a trade call and a Confirmation signed by
both parties, the Confirmation shall govern.
(v) Condition Precedent. The condition precedent in Section 2(a)(iii)(1)
does not apply to a payment and delivery owing by a party if the other party
shall have satisfied in full all its payment or delivery obligations under
Section 2(a)(i) and shall at the relevant time have no future payment or
delivery obligations, whether absolute or contingent, under Section 2(a)(i).
(w) Definitions. This Agreement shall be subject to the 2000 Definitions
(the "2000 Definitions") as published by the International Swaps and
Derivatives Association Inc. The
17
provisions of the 2000 Definitions are incorporated by reference in and shall
be deemed a part of this Agreement, except that all references in the 2000
Definitions to a "Swap Transaction" shall be deemed references to a
"Transaction" for the purposes of this Agreement. Capitalized terms used and
not otherwise defined herein (or in the 2000 Definitions) shall have the
respective meanings ascribed to such terms in the Master Servicing and Trust
Agreementreferred to in Part 3(b). If in relation to any Transaction there is
any inconsistency between the 2000 Definitions, this Agreement, the Master
Servicing and Trust Agreement, any Confirmation and any other definitions
published by ISDA that are incorporated into any Confirmation, the following
will prevail for purposes of such Transaction in the order of precedence
indicated: (i) such Confirmation (without reference to any definitions or
provisions incorporated therein); (ii) the Master Servicing and Trust
Agreement; (iii) this Agreement; (iv) such other definitions; and (v) the 2000
Definitions.
(x) Amendments. Section 9(b) is hereby amended as follows:
(i) by inserting the following phrase immediately prior to the
period at the end of the sentence: "and the Rating Agency Condition
is satisfied"; and
(ii) by adding the following text thereto immediately following the
first sentence: "Amendments to this Agreement or the Schedule may
not be effected in a Confirmation."
(y) "Rating Agency Condition" means, with respect to any action to which
a Rating Agency Condition applies, that each rating agency then rating the
Certificates shall have been given ten days (or such shorter period as is
acceptable to each such rating agency) prior notice of that action and that
each such rating agency shall have notified the Securities Administrator in
writing that such action will not result in a reduction, qualification or
withdrawal of the then current rating of the Certificates that it maintains.
18
IN WITNESS WHEREOF, the parties have executed this document on the
respective dates specified below with effect from the date specified on the
first page of this document.
▇▇▇▇▇▇▇ SACHS MITSUI MARINE
DERIVATIVE PRODUCTS, L.P.
By: GSMMDPGP, Inc.,
General Partner
By:
-----------------------------
Name:
Title:
Date:
GSAA HOME EQUITY TRUST 2006-8
By: ▇▇▇▇▇ Fargo Bank, N.A., not
in its individual capacity but
solely as Securities
Administrator
By:
-----------------------------
Name:
Title:
Date:
[LOGO OMITTED]
CONFIRMATION
DATE: April 20, 2006
TO: ▇▇▇▇▇▇▇ Sachs Mortgage Company, L.P. (Account No.: 760-02799)
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
TO: ▇▇▇▇▇▇▇ Sachs Mitsui Marine Derivative Products, L.P.
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
FROM: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Markets, L.P.
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
SUBJECT: Swap Transaction
REF NO: NUUS6046Q0 (920000000) / (006 831 671)
The purpose of this communication is to set forth the terms and conditions of
the above referenced transaction entered into on the Trade Date specified
below (the "Transaction") between ▇▇▇▇▇▇▇ Sachs Capital Markets, L.P.
("GSCM"), guaranteed by The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc. ("Goldman Group"), and
▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company, L.P. ("Counterparty"). This communication
constitutes a "Confirmation" as referred to in paragraph 2 below.
1. The definitions and provisions contained in the 2000 ISDA Definitions (the
"Definitions"), as published by the International Swaps and Derivatives
Association, Inc. are incorporated into this Confirmation.
2. This Confirmation evidences a complete and binding agreement between GSCM
and Counterparty as to the terms of the Transaction to which this Confirmation
relates, and this Confirmation evidences the sole Transaction for the benefit
of the GSAA Home Equity Trust 2006-8 ("GSAA"). This Transaction shall
constitute a "Transaction" within the scope of, and this Confirmation shall
supplement, form a part of, and be subject to, an agreement in the form of the
1992 ISDA Master Agreement (Multicurrency-Cross Border) (the "ISDA Form") as
if the parties had executed an agreement in such form effective as of the
Trade Date but without any Schedule except for (i) the election of Loss and
Second Method, (ii) New York law (without regard to the conflicts of law
principles) as the governing law, (iii) US Dollars as the Termination
Currency, (iv) the election that subparagraph (ii) of Section 2(c) will apply
to Transactions, (v) only Section 5(a)(i) Failure to Pay and Section 5(a)(vii)
Bankruptcy will be applicable to the parties (all other Events of Default will
not apply to either party), (vi) Section 5(a)(i) is modified by replacing the
word "third" in the last line of Section 5(a)(i) with the word "first", (vii)
only Section 5(b)(i) Illegality, Section 5(b)(ii) Tax Event and Section
5(b)(iii) Tax Event Upon Merger will be applicable to the parties (all other
Termination Events will not apply to either party), (viii) the Limited
Recourse; Non-Petition Provision (as described below in paragraph 4B) shall
apply and (ix) Set-off under Section 6(e) will not apply. In the event of any
inconsistency between the Definitions, the ISDA Form and this Confirmation,
this Confirmation will govern. Notwithstanding the foregoing, it is understood
and agreed that upon the assignment of this Transaction to GSMMDP and GSAA
pursuant to the terms of paragraph 4(A) hereof, this Transaction shall be
governed by the ISDA Master Agreement between such parties dated as of April
28, 2006.
3. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Notional Amount: USD 1,294,981,264.86 (subject
to adjustment in accordance
with the Amortization
Schedule set forth in Annex I)
Trade Date: April 20, 2006
Effective Date: April 28, 2006
Termination Date: April 25, 2011, subject to
adjustment in accordance with
the Modified Following
Business Day Convention
Initial Payment: USD 2,500,000 payable by GSCM
to Counterparty on the
Effective Date
Floating Amounts:
Floating Rate Payer: GSCM
Floating Rate Payer Early
Payment Dates: On the day that is one (1)
Business Day prior to each
Floating Rate Period End Date
Floating Rate Option: USD-LIBOR-BBA
Floating Rate Designated
Maturity: 1 Month
Floating Rate Spread: None
Floating Rate Reset Dates: The first day of each Calculation Period
Floating Rate Day Count
Fraction: Actual/360
Floating Rate Period End
Dates: Monthly, on the 25th day of each month,
commencing on May 25, 2006 and ending on the
Termination Date, subject to adjustment in
accordance with the Modified Following Business
Day Convention.
Fixed Amounts:
Fixed Rate Payer: Counterparty
Fixed Rate Payer Early Payment
Dates: On the day that is one (1) Business Day prior
to each Fixed Rate Period End Date
Fixed Rate: 5.35%
Fixed Rate Day Count Fraction: Actual/360
Fixed Rate Period End Dates: Monthly, on the 25th day of each month,
commencing on May 25, 2006 and ending on the
Termination Date, with no adjustment to such
Fixed Rate Period End Dates.
Business Days: New York
Calculation Agent: GSCM
Governing Law: New York law
4. Additional Provisions:
A. Assignment Provisions: It is acknowledged and agreed by the parties that
the Transaction shall be subject to assignment first by Counterparty to GS
Mortgage Securities Corp., then, simultaneously, (i) by GSCM to ▇▇▇▇▇▇▇ Sachs
Mitsui Marine Derivative Products, L.P. ("GSMMDP") and (ii) by GS Mortgage
Securities Corp. to GSAA, and by GSAA, through a collateral assignment, to
▇▇▇▇▇ Fargo Bank, N.A. (the "Securities Administrator"), as securities
administrator on behalf of the holders of the GSAA Home Equity Trust 2006-8
Asset-Backed Certificates, (CUSIP Numbers: 362348 AB 0, 362348 AS 3, 362348 AC
8, 362348 AT 1, 362348 AD 6, 362348 AE 4, 362348AF 1, 362348 AG 9, 362348 AH
7, 362348 AJ 3; the "Certificates") (each such assignee is referred to herein
as an "Assignee" and each such assignor is referred to herein as an
"Assignor"). These assignments shall occur on the day the Assignor and
Assignee agree to such assignment and provide written or oral notification of
the effective date of
assignment to the relevant constant party, or, in the case of a simultaneous
double assignment, the other assignor and/or assignee, as appropriate (the
"Constant Party") (each such day hereinafter referred to as an "Assignment
Date"). Furthermore, with respect to each assignment of the Transaction to an
Assignee, the Assignee shall accept assignment of the Transaction subject to
all terms of this Confirmation and all references to the term "Counterparty"
herein shall be deemed references to each subsequent assignee of Counterparty
and all references to the term "GSCM" herein shall be deemed references to
each subsequent assignee of "GSCM". On each Assignment Date, Constant Party,
the relevant Assignor and the relevant Assignee, in consideration of the
premises and the mutual covenants contained herein and for other good and
valuable consideration received, agree as follows:
(a) Assignor sells, assigns, transfers, and sets over to Assignee, its
successors and permitted assigns, all of its right, title, and interest in,
to, under, and in respect of, the Transaction. Assignor releases and
discharges Constant Party from, and agrees not to make any claim against
Constant Party with respect to, any obligations of Constant Party arising and
to be performed under and in respect of the Transaction after the Assignment
Date. Assignor agrees that Assignee has no liability with respect to any
obligation arising or to be performed under and in respect of the Transaction
prior to or on the Assignment Date.
(b) Assignee accepts such sale, assignment and transfer and assumes and agrees
to perform each and every obligation of Assignor arising and to be performed
under the Transaction after the Assignment Date, with the same force and
effect as if Assignee had been a party to the Transaction originally; it being
understood and agreed that, with respect to the Securities Administrator as
Assignee, the Securities Administrator is an assignee solely by reason of its
capacity as securities administrator (and not in its individual capacity) and
the Securities Administrator in its individual capacity shall have no
obligation or liability for payment of any indebtedness or expenses and shall
not be personally liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken hereunder.
(c) Constant Party consents to the sale, assignment and transfer by Assignor
and the assumption by Assignee referred to above. Constant Party releases and
discharges Assignor from, and agrees not to make any claim against Assignor
with respect to, any obligations of Assignor arising and to be performed under
and in respect of the Transaction after the Assignment Date. Constant Party
agrees that Assignee has no liability with respect to any obligation arising
or to be performed under and in respect of the Transaction prior to or on the
Assignment Date.
(d) Assignor hereby represents and warrants to, and covenants and agrees with,
Assignee and Constant Party that: (i) it is duly organized, validly existing,
and in good standing under the law of the jurisdiction of its organization;
(ii) it has all requisite power and authority to assign and delegate to
Assignee its rights and obligations under the Transaction as provided herein
and has taken all necessary action to authorize such assignment and
delegation; and (iii) such assignment and delegation is its legal, valid, and
binding obligation enforceable against Assignor in accordance with the terms
hereof.
(e) Assignee hereby represents and warrants to, and covenants and agrees with,
Assignor and Constant Party that: (i) it is duly organized, validly existing,
and in good standing under the law of the jurisdiction of its organization;
(ii) it has all requisite power and authority to assume the rights and
obligations of Assignor under the Transaction as provided herein and perform
its obligations under the Transaction and has taken all necessary action to
authorize such assumption and performance; and (iii) such assumption and the
Transaction is its legal, valid, and binding obligation enforceable against
Assignee in accordance with the terms hereof.
(f) Assignor and Constant Party acknowledge that as of the Assignment Date no
amounts are owed by Assignor or Constant Party to the other under the
Transaction to which this assignment relates.
(g) Any additional assignments of this Transaction to a party other than an
Assignee shall require the consent of GSCM or GSMMDP, as the case may be, such
consent not to be unreasonably withheld. Notwithstanding any provision to the
contrary, no additional assignments of this Transaction to a party other than
an Assignee shall be made, and GSCM or GSMMDP, as the case may be, shall not
consent to such additional assignments of this Transaction until written
confirmation of consent is received from the rating agencies that have rated
the Certificates that such assignment will not result in a withdrawal or
downgrade of the rating of the Certificates. Furthermore, no amendment of this
Confirmation by an Assignee or other permitted assign shall be made, and GSCM
or GSMMDP, as the case may be, shall not consent to such amendment of this
Confirmation, until written confirmation from the rating agency is received
that it has rated the Certificates and such amendment will not result in a
withdrawal or downgrade of the rating of the Certificates.
B. Limited Recourse; Non-Petition Provision :
To the extent GSAA or the Securities Administrator is a counterparty to GSMMDP
under the terms of this Transaction, the obligations of GSAA hereunder shall
be limited recourse obligations and GSMMDP agrees that it will not, prior to
the date that is one year and one day after the payment in full of all the
Certificates (as defined in the ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. Prospectus Supplement
dated April 25, 2006), acquiesce, petition or otherwise invoke or cause such
permitted assigns to invoke the process of any governmental authority for the
purpose of commencing or sustaining a case (whether voluntary or involuntary)
against such permitted assigns under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of such permitted
assigns or any substantial part of its property or ordering the winding-up or
liquidation of the affairs of such permitted assigns or making an assignment
for the benefit of creditors. Nothing contained herein shall prohibit GSMMDP
from submitting a claim or proof of claim, in any proceeding or process
instituted by or against such permitted assigns.
5. Credit Support Documents: Standard Guaranty of The ▇▇▇▇▇▇▇ Sachs Group,
Inc.
6. The parties hereby agree (a) to check this Confirmation (Reference No.:
NUUS6046Q0 (920000000)) carefully and immediately upon receipt so that errors
or discrepancies can be promptly identified and rectified and (b) to confirm
that the foregoing correctly sets forth the terms of the agreement between
GSCM, GSMMDP and Counterparty with respect to the particular Transaction to
which this Confirmation relates, by manually signing this Confirmation and
providing the other information requested herein and immediately returning an
executed copy to Swap Administration, facsimile No. ▇▇▇-▇▇▇-▇▇▇▇.
Very truly yours,
▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL MARKETS, L.P.
By: ▇▇▇▇▇▇▇ Sachs Capital Markets, L.L.C.
General Partner
By: _____________________________
Name:
Title:
Agreed and Accepted By:
▇▇▇▇▇▇▇ ▇▇▇▇▇ MITSUI MARINE DERIVATIVE PRODUCTS, L.P.
By: GSMMDPGP, Inc.,
General Partner
By: _____________________________
Name:
Agreed and Accepted By:
▇▇▇▇▇▇▇ Sachs Mortgage Company, L.P.
By: ______________________________
Name:
Title:
Agreed and Accepted By:
▇▇▇▇▇ Fargo Bank, N.A., not in its individual capacity but solely as
Securities Administrator, on behalf of GSAA Home Equity Trust 2006-8
Asset-Backed Certificates
By: _______________________________
Name:
Title:
Counterparty Reference No.: _____________________
Annex I
Amortization Schedule
For all to but excluding**: The
Calculation ------------------- applicable
Periods from USD Notional
and Amount shall
including**: be:
------------ ---
April 28, 2006 May 25, 2006 1,294,981,264.86
May 25, 2006 June 25, 2006 1,250,608,473.27
June 25, 2006 July 25, 2006 1,189,374,481.22
July 25, 2006 August 25, 2006 1,131,126,303.00
August 25, 2006 September 25, 2006 1,075,718,406.82
September 25, 2006 October 25, 2006 1,023,012,335.05
October 25, 2006 November 25, 2006 972,876,410.60
November 25, 2006 December 25, 2006 925,185,354.85
December 25, 2006 January 25, 2007 879,819,993.54
January 25, 2007 February 25, 2007 836,666,959.41
February 25, 2007 March 25, 2007 795,618,409.35
March 25, 2007 April 25, 2007 756,571,755.28
April 25, 2007 May 25, 2007 719,429,408.19
May 25, 2007 June 25, 2007 684,098,534.58
June 25, 2007 July 25, 2007 650,490,824.83
July 25, 2007 August 25, 2007 618,522,272.82
August 25, 2007 September 25, 2007 588,112,966.26
September 25, 2007 October 25, 2007 559,186,887.26
October 25, 2007 November 25, 2007 531,671,722.62
November 25, 2007 December 25, 2007 505,498,457.92
December 25, 2007 January 25, 2008 480,601,904.00
January 25, 2008 February 25, 2008 456,926,897.00
February 25, 2008 March 25, 2008 434,406,461.19
March 25, 2008 April 25, 2008 412,984,316.93
April 25, 2008 May 25, 2008 392,606,899.36
May 25, 2008 June 25, 2008 373,223,306.59
June 25, 2008 July 25, 2008 354,785,090.68
July 25, 2008 August 25, 2008 337,246,164.54
August 25, 2008 September 25, 2008 320,562,686.96
September 25, 2008 October 25, 2008 304,692,953.18
October 25, 2008 November 25, 2008 289,596,559.84
November 25, 2008 December 25, 2008 275,236,565.22
December 25, 2008 January 25, 2009 261,577,064.96
January 25, 2009 February 25, 2009 248,584,615.19
February 25, 2009 March 25, 2009 236,225,645.39
March 25, 2009 April 25, 2009 224,469,647.16
April 25, 2009 May 25, 2009 213,287,171.44
May 25, 2009 June 25, 2009 202,650,231.86
June 25, 2009 July 25, 2009 192,532,227.70
July 25, 2009 August 25, 2009 182,907,854.77
August 25, 2009 September 25, 2009 173,753,042.19
September 25, 2009 October 25, 2009 165,044,894.93
October 25, 2009 November 25, 2009 156,761,629.75
November 25, 2009 December 25, 2009 148,882,525.66
December 25, 2009 January 25, 2010 141,387,872.85
January 25, 2010 February 25, 2010 134,258,922.27
February 25, 2010 March 25, 2010 127,477,838.82
March 25, 2010 April 25, 2010 121,027,657.55
April 25, 2010 May 25, 2010 114,892,197.91
May 25, 2010 June 25, 2010 109,056,152.80
June 25, 2010 July 25, 2010 103,504,918.49
July 25, 2010 August 25, 2010 98,224,603.20
August 25, 2010 September 25, 2010 93,201,984.37
September 25, 2010 October 25, 2010 88,424,500.50
October 25, 2010 November 25, 2010 83,880,194.15
November 25, 2010 December 25, 2010 79,557,567.55
December 25, 2010 January 25, 2011 75,445,935.36
January 25, 2011 February 25, 2011 71,534,147.99
February 25, 2011 March 25, 2011 67,810,345.73
March 25, 2011 April 25, 2011 64,243,721.70
**Not subject to adjustment with respect to the Fixed Rate Payer Payment
obligations and subject to adjustment in accordance with the Modified
Following Business Day Convention with respect to the Floating Payer Payment
obligations.