Exhibit A
BEAR
XXXXXXX
BEAR
XXXXXXX FINANCIAL PRODUCTS INC.
000
XXXXXXX XXXXXX
XXX
XXXX,
XXX XXXX 00000
000-000-0000
Exhibit
A
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DATE:
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February
28, 2007
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TO:
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Xxxxxxx
Sachs Capital Markets, L.P.
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ATTENTION:
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Xxxxx
Xxx
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TELEPHONE:
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000-000-0000
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FACSIMILE:
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000-000-0000
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FROM:
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Derivatives
Documentation
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TELEPHONE:
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000-000-0000
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FACSIMILE:
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000-000-0000
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SUBJECT:
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Fixed
Income Derivatives Confirmation and Agreement
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REFERENCE
NUMBER:
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FXNEC9198
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The
purpose of this letter agreement ("Agreement") is to confirm the terms and
conditions of the Transaction entered into on the Trade Date specified below
(the "Transaction") between Bear Xxxxxxx Financial Products Inc. ("BSFP") and
Xxxxxxx Xxxxx Capital Markets, L.P. ("Counterparty"). This Agreement, which
evidences a complete and binding agreement between you and us to enter into
the
Transaction on the terms set forth below, constitutes a "Confirmation" as
referred to in the "ISDA Form Master Agreement" (as defined below), as well
as a
“Schedule” as referred to in the ISDA Form Master Agreement.
1. This
Agreement is subject to the 2000
ISDA Definitions (the
“Definitions”), as published by the International Swaps and Derivatives
Association, Inc. (“ISDA”). You and we have agreed to enter into this Agreement
in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement
(Multicurrency—Cross Border) form (the "ISDA Form Master Agreement") but,
rather, an ISDA Form Master Agreement shall be deemed to have been executed
by
you and us on the date we entered into the Transaction. In the event of any
inconsistency between the provisions of this Agreement and the Definitions
or
the ISDA Form Master Agreement, this Agreement shall prevail for purposes of
the
Transaction.
2. The
terms
of the particular Transaction to which this Confirmation relates are as
follows:
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Type
of Transaction:
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Rate
Cap
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Notional
Amount:
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With
respect to any Calculation Period, the amount set forth for such
period in
Schedule I attached hereto.
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Trade
Date:
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February
14, 2007
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Effective
Date:
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February
25, 2007
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Termination
Date:
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November
25, 2010
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| Fixed Amount (Premium): |
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Fixed
Rate Payer:
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Counterparty
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Fixed
Rate Payer
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||
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Payment
Date:
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February
28, 2007
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|
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Fixed
Amount:
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USD
280,000
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| Floating Amounts: | ||
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Floating
Rate Payer:
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BSFP
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Cap
Rate:
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5.40000%
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Floating
Rate Payer
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||
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Period
End Dates:
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The
25th
calendar
day of each month during
the Term
of this Transaction, commencing March 25, 2007 and ending on the
Termination Date, with No Adjustment.
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|
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Floating
Rate Payer
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||
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Payment
Dates:
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Early
Payment shall be applicable. One Business Day preceding each Floating
Rate
Payer Period End Date.
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Floating
Rate Option:
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USD-LIBOR-BBA,
provided, however, that if the Floating Rate Option for any Calculation
Period is greater than 8.90000% then the Floating Rate Option for
such
Calculation Period shall be deemed to be 8.90000%.
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Designated
Maturity:
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One
month
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Floating
Rate Day
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||
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Count
Fraction:
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30/360
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Reset
Dates:
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The
first day of each Calculation Period.
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Compounding:
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Inapplicable
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Business
Days:
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Business
Day Convention:
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Modified
Following
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Additional
Amount:
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In
connection with restructuring this Transaction on February 26,
2007, USD
15,000 is payable by Counterparty to BSFP on February 28,
2007.
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In
connection with restructuring this Transaction on February 27,
2007, USD
6,000 is payable by Counterparty to BSFP on February 28,
2007.
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3.
Provisions Deemed Incorporated in a Schedule to the ISDA Form Master
Agreement:
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1)
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The
parties agree that subparagraph (ii) of Section 2(c) of the ISDA
Form
Master Agreement will apply to any
Transaction.
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2)
Termination
Provisions.
For
purposes of the ISDA Form Master Agreement:
(a) "Specified
Entity" is not applicable to BSFP or Counterparty for any purpose.
(b) "Specified
Transaction" is not applicable to BSFP or Counterparty for any purpose, and,
accordingly, Section 5(a)(v) shall not apply to BSFP or
Counterparty.
(c) The
"Cross Default" provisions of Section 5(a)(vi) will not apply to BSFP or to
Counterparty.
(d) The
"Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply to
BSFP
or Counterparty.
(e) The
"Automatic Early Termination" provision of Section 6(a) will not apply to BSFP
or to Counterparty.
(f) Payments
on Early Termination. For the purpose of Section 6(e):
(i) Market
Quotation will apply.
(ii) The
Second Method will apply.
(g) "Termination
Currency" means United States Dollars.
3)
Tax
Representations. Not applicable
4)
Limitation
on Events of Default.
Notwithstanding the terms of Sections 5 and 6 of the ISDA Form Master Agreement,
if at any time and so long as the Counterparty has satisfied in full all its
payment obligations under Section 2(a)(i) of the ISDA Form Master Agreement
and
has at the time no future payment obligations, whether absolute or contingent,
under such Section, then unless BSFP is required pursuant to appropriate
proceedings to return to the Counterparty or otherwise returns to the
Counterparty upon demand of the Counterparty any portion of any such payment,
(a) the occurrence of an event described in Section 5(a) of the ISDA Form Master
Agreement with respect to the Counterparty shall not constitute an Event of
Default or Potential Event of Default with respect to the Counterparty as
Defaulting Party and (b) BSFP shall be entitled to designate an Early
Termination Date pursuant to Section 6 of the ISDA Form Master Agreement only
as
a result of the occurrence of a Termination Event set forth in either Section
5(b)(i) or 5(b)(ii) of the ISDA Form Master Agreement with respect to BSFP
as
the Affected Party, or Section 5(b)(iii) of the ISDA Form Master Agreement
with
respect to BSFP as the Burdened Party.
5)
Documents
to be Delivered.
For the
purpose of Section 4(a) of the ISDA Form Master Agreement:
(1) Tax
forms, documents, or certificates to be delivered are:
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Party
required to deliver document
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Form/Document/
Certificate
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Date
by which to
be
delivered
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BSFP
and
the
Counterparty
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Any
document required or reasonably requested to allow the other party
to make
payments under this Agreement without any deduction or withholding
for or
on the account of any Tax or with such deduction or withholding at
a
reduced rate
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Promptly
after the earlier of (i) reasonable demand by either party or (ii)
learning that such form or document is
required
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(2) Other
documents to be delivered are:
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Party
required to deliver document
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Form/Document/
Certificate
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Date
by which to
be
delivered
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|
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BSFP
and
the
Counterparty
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A
certificate of an authorized officer of the party, as to the incumbency
and authority of the respective officers of the party signing this
Agreement, any relevant Credit Support Document, or any Confirmation,
as
the case may be
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Upon
the execution and delivery of this Agreement and such
Confirmation
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Yes
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6)
Miscellaneous.
Miscellaneous
(a) Address
for Notices: For the purposes of Section 12(a) of the ISDA Form Master
Agreement:
Address
for notices or communications to BSFP:
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Address:
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000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
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Attention:
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DPC
Manager
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Facsimile:
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(000)
000-0000
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with
a
copy to:
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Address:
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Xxx
Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000
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Attention:
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Derivative
Operations - 7th Floor
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Facsimile:
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(000)
000-0000
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(For
all purposes)
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Address
for notices or communications to the Counterparty:
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Address:
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Xxxxxxx
Sachs Capital Markets, L.P.
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00
Xxxxx Xxxxxx, 00xx
Xxxxx
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|
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Xxx
Xxxx, XX 00000
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|
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Attention:
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Xxxxx
Xxx
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Facsimile:
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000-000-0000
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Phone:
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000-000-0000
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with
a
copy to:
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Address:
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Xxxxxxx
Sachs Capital Markets, L.P.
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|
00
Xxxxx Xx, 00xx Xxxxx
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|
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Xxx
Xxxx, XX 00000
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|
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Attention:
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Mr.
Xxxxx Xxxxxx
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Facsimile:
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000-000-0000
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|
Phone:
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000-000-0000
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(For
all
purposes)
(b)
Process Agent. For the purpose of Section 13(c) of the ISDA Form
Master Agreement:
| BSFP appoints as its Process Agent: Not Applicable |
| The Counterparty appoints as its Process Agent: Not Applicable |
(c) Offices.
The provisions of Section 10(a) of the ISDA Form Master Agreement will not
apply
to this Agreement; neither BSFP nor the Counterparty have any Offices other
than
as set forth in the Notices Section and BSFP agrees that, for purposes of
Section 6(b) of the ISDA Form Master Agreement, it shall not in future have
any
Office other than one in the United States.
(d)
Multibranch Party. For the purpose of Section 10(c) of the ISDA Form
Master Agreement:
BSFP
is
not a Multibranch Party.
The
Counterparty is not a Multibranch Party.
(e)
Calculation Agent. The Calculation Agent is BSFP.
(f)
Credit Support Document. Not applicable for either BSFP or the
Counterparty.
(g)
Credit Support Provider.
BSFP: Not
Applicable
The
Counterparty: Not Applicable
(h) Governing
Law. The parties to this Agreement hereby agree that the law of the State
of New
York shall govern their rights and duties in whole.
(i) 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.
The
parties shall endeavor to engage in good faith negotiations to replace any
invalid or unenforceable term, provision, covenant or condition with a valid
or
enforceable term, provision, covenant or condition, the economic effect of
which
comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.
(j) Consent
to Recording. Each party hereto consents to the monitoring or recording, at
any
time and from time to time, by the other party of any and all communications
between officers or employees of the parties, waives any further notice of
such
monitoring or recording, and agrees to notify its officers and employees of
such
monitoring or recording.
(k) Waiver
of
Jury Trial. Each
party waives any right it may have to a trial by jury in respect of any
Proceedings relating to this Agreement or any Credit Support Document.
7)
"Affiliate" will have the meaning specified in Section 14 of the ISDA Form
Master Agreement, provided
that
BSFP shall not be deemed to have any Affiliates for purposes of this Agreement,
including for purposes of Section 6(b)(ii) of the ISDA Form Master
Agreement.
8)
Section 3 of the ISDA Form Master Agreement is hereby amended by adding at
the
end thereof the following subsection (g):
“(g) Relationship
Between Parties.
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Each
party represents to the other party on each date when it enters into
a
Transaction that:--
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(1)
Nonreliance.
It is
not relying on any statement or representation of the other party regarding
the
Transaction (whether written or oral), other than the representations expressly
made in this Agreement or the Confirmation in respect of that Transaction.
(2)
Evaluation
and Understanding.
(i)
It
has the capacity to evaluate (internally or through independent professional
advice) the Transaction and has made its own decision to enter into the
Transaction; and
(ii)
It
understands the terms, conditions and risks of the Transaction and is willing
and able to accept those terms and conditions and to assume those risks,
financially and otherwise.
(3)
Purpose.
It is
entering into the Transaction for the purposes of managing its borrowings or
investments, hedging its underlying assets or liabilities or in connection
with
a line of business.
(4)
Principal.
It is
entering into the Transaction as principal, and not as agent or in any other
capacity, fiduciary or otherwise.”
9)
Assignment’s.
(a)
Assignment. It
is
acknowledged and agreed by the parties that this Agreement shall be assigned
by
the Counterparty to U.S. Bank National Association, not in its individual
capacity but solely as trustee on behalf of GSR 2007-1F pursuant to the Master
Servicing and Trust Agreement dated as of February 1, 2007, among GS Mortgage
Securities Corp., as depositor, U.S. Bank National Association, as trustee,
Xxxxx Fargo Bank, N.A. as master servicer and securities administrator, and
Deutsche Bank National Trust Company, as custodian, on behalf of the holders
of
the GSR 2007-1F Mortgage Pass-Through Certificates, Class 3A-6 (Cusip Number
3622MP AV00) (the “Separate Interest Trust”). Such assignment shall be
documented pursuant to a separate novation agreement.
NEITHER
THE BEAR XXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR
XXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT
PROVIDER ON THIS AGREEMENT.
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4. Account
Details and
Settlement
Information:
|
Payments
to BSFP:
Citibank,
N.A., New York
ABA
Number: 000-0000-00, for the account of
Bear,
Xxxxxxx Securities Corp.
Account
Number: 0925-3186, for further credit to
Bear
Xxxxxxx Financial Products Inc.
Sub-account
Number: 102-04654-1-3
Attention:
Derivatives Department
Payments to Counterparty:
Xxxxx
Fargo Bank, N.A.
ABA
Number: 00000000
Account
Name: SAS Clearing
Account
Number: 3970771916
FFC:
GSR 2007-1F// Account
#00000000
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This
Agreement may be executed in several counterparts, each of which shall be deemed
an original but all of which together shall constitute one and the same
instrument.
Counterparty
hereby agrees to check this Confirmation and to confirm that the foregoing
correctly sets forth the terms of the Transaction by signing in the space
provided below and returning to BSFP a facsimile of the fully-executed
Confirmation to 000-000-0000.
For
inquiries regarding U.S. Transactions, please contact Derivatives
Documentation
by
telephone at 000-000-0000.
For all
other inquiries please contact Derivatives
Documentation by
telephone at 000-0-000-0000.
Originals will be provided for your execution upon your request.
We
are
very pleased to have executed this Transaction with you and we look forward
to
completing other transactions with you in the near future.
Very
truly yours,
BEAR
XXXXXXX FINANCIAL PRODUCTS INC.
By: _/s/
Xxxxx Manevitz__________________________
Name:
Xxxxx Xxxxxxxx
Title:
Authorized Signatory
Counterparty,
acting through its duly authorized signatory, hereby agrees to, accepts and
confirms the terms of the foregoing as of the Trade Date.
XXXXXXX
XXXXX CAPITAL MARKETS, L.P.
By: _/s/
D.
Karamoshos__________________________
Name:
X.
Xxxxxxxxxx
Title:
Vice President
lm/er
SCHEDULE
I
|
From
and including
|
To
but excluding
|
Notional
Amount
(USD)
|
|
Effective
Date
|
25-Mar-2007
|
153,000,000.00
|
|
25-Mar-2007
|
25-Apr-2007
|
150,242,212.77
|
|
25-Apr-2007
|
25-May-2007
|
147,308,340.97
|
|
25-May-2007
|
25-Jun-2007
|
144,203,891.45
|
|
25-Jun-2007
|
25-Jul-2007
|
140,934,787.16
|
|
25-Jul-2007
|
25-Aug-2007
|
137,507,353.47
|
|
25-Aug-2007
|
25-Sep-2007
|
133,928,303.19
|
|
25-Sep-2007
|
25-Oct-2007
|
130,204,720.17
|
|
25-Oct-2007
|
25-Nov-2007
|
126,344,041.65
|
|
25-Nov-2007
|
25-Dec-2007
|
122,354,039.19
|
|
25-Dec-2007
|
25-Jan-2008
|
118,242,798.57
|
|
25-Jan-2008
|
25-Feb-2008
|
114,018,698.45
|
|
25-Feb-2008
|
25-Mar-2008
|
109,690,387.95
|
|
25-Mar-2008
|
25-Apr-2008
|
105,266,763.21
|
|
25-Apr-2008
|
25-May-2008
|
100,756,943.18
|
|
25-May-2008
|
25-Jun-2008
|
96,170,244.34
|
|
25-Jun-2008
|
25-Jul-2008
|
91,516,154.87
|
|
25-Jul-2008
|
25-Aug-2008
|
86,880,435.00
|
|
25-Aug-2008
|
25-Sep-2008
|
82,267,448.69
|
|
25-Sep-2008
|
25-Oct-2008
|
77,778,197.98
|
|
25-Oct-2008
|
25-Nov-2008
|
73,410,381.62
|
|
25-Nov-2008
|
25-Dec-2008
|
69,170,311.50
|
|
25-Dec-2008
|
25-Jan-2009
|
65,055,230.23
|
|
25-Jan-2009
|
25-Feb-2009
|
61,062,436.19
|
|
25-Feb-2009
|
25-Mar-2009
|
57,189,282.43
|
|
25-Mar-2009
|
25-Apr-2009
|
53,433,175.56
|
|
25-Apr-2009
|
25-May-2009
|
49,791,574.72
|
|
25-May-2009
|
25-Jun-2009
|
46,261,990.51
|
|
25-Jun-2009
|
25-Jul-2009
|
42,841,983.99
|
|
25-Jul-2009
|
25-Aug-2009
|
39,529,165.66
|
|
25-Aug-2009
|
25-Sep-2009
|
36,321,194.48
|
|
25-Sep-2009
|
25-Oct-2009
|
33,215,776.94
|
|
25-Oct-2009
|
25-Nov-2009
|
30,210,666.06
|
|
25-Nov-2009
|
25-Dec-2009
|
27,303,660.51
|
|
25-Dec-2009
|
25-Jan-2010
|
24,492,603.70
|
|
25-Jan-2010
|
25-Feb-2010
|
21,775,382.85
|
|
25-Feb-2010
|
25-Mar-2010
|
19,149,928.19
|
|
25-Mar-2010
|
25-Apr-2010
|
16,614,212.03
|
|
25-Apr-2010
|
25-May-2010
|
14,166,247.98
|
|
25-May-2010
|
25-Jun-2010
|
11,804,090.10
|
|
25-Jun-2010
|
25-Jul-2010
|
9,525,832.09
|
|
25-Jul-2010
|
25-Aug-2010
|
7,329,606.52
|
|
25-Aug-2010
|
25-Sep-2010
|
5,213,584.09
|
|
25-Sep-2010
|
25-Oct-2010
|
3,175,972.77
|
|
25-Oct-2010
|
Termination
Date
|
1,215,017.16
|
