Guarantee Agreement by The Goldman Sachs Group, Inc. for ISDA Master Agreement Obligations of Goldman Sachs Capital Markets, L.P. to PCARS Trust Series 2001-1

Summary

The Goldman Sachs Group, Inc. guarantees the payment of all obligations owed by its subsidiary, Goldman Sachs Capital Markets, L.P., to the Public Credit and Repackaged Securities (PCARS) Trust Series 2001-1 under an ISDA Master Agreement. This guarantee ensures that if the subsidiary fails to pay, Goldman Sachs Group will cover the obligations. The guarantee remains effective until five business days after written notice of termination is received, but still applies to obligations incurred before termination. The agreement is governed by New York law and cannot be assigned without consent, except in certain business succession scenarios.

EX-10.4 6 exh_10-4.txt GUARANTEE TO ISDA MASTER AGMT September 27, 2001 Public Credit and Repackaged Securities SM (PCARS)SM Trust Series 2001-1 c/o Wells Fargo Bank Minnesota, N.A., as trustee 213 Court Street, Suite 902 Middletown, CT 06457 Ladies and Gentlemen: For value received, The Goldman Sachs Group, Inc. (the "Guarantor"), a corporation organized under the laws of the State of Delaware, hereby unconditionally guarantees the prompt and complete payment when due, whether by acceleration or otherwise, of all obligations and liabilities, whether now in existence or hereafter arising of Goldman Sachs Capital Markets, L.P., a subsidiary of the Guarantor and a limited partnership organized under the laws of the State of Delaware ("GSCM"), to PUBLIC CREDIT AND REPACKAGED SECURITIES SM (PCARS)SM TRUST SERIES 2001-1 (the "Counterparty") arising out of or under the ISDA Master Agreement dated as of October 1, 2001, between GSCM and the Counterparty (the "Obligations"). This Guaranty is one of payment and not of collection. The Guarantor hereby waives notice of acceptance of this Guaranty and notice of the Obligations, and waives presentment, demand for payment, protest, notice of dishonor or non-payment of the Obligations, suit, or the taking of other action by the Counterparty against GSCM, the Guarantor or others. The Counterparty may at any time and from time to time without notice to or consent of the Guarantor and without impairing or releasing the obligations of the Guarantor hereunder: (1) agree with GSCM to make any change in the terms of the Obligations; (2) take or fail to take any action of any kind in respect of any security for the Obligations; (3) exercise or refrain from exercising any rights against GSCM or others in respect of the Obligations; or (4) compromise or subordinate the Obligations, including any security therefor. Any other suretyship defenses are hereby waived by the Guarantor. The Guarantor further agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligations, or interest thereon is rescinded or must otherwise be restored or returned by the Counterparty upon the bankruptcy, insolvency, dissolution or reorganization of GSCM. Public Credit and Repackaged Securities SM (PCARS)SM Trust Series 2001-1 c/o Wells Fargo Bank Minnesota, N.A., as trustee September 27, 2001 Page 2 This Guaranty shall continue in full force and effect until the opening of business on the fifth business day after the Counterparty receives written notice of termination from the Guarantor. It is understood and agreed, however, that notwithstanding any such termination this Guaranty shall continue in full force and effect with respect to all Obligations which shall have been incurred prior to such termination. The Guarantor may not assign its rights nor delegate its obligations under this Guaranty, in whole or in part, without the prior written consent of the Counterparty, and any purported assignment or delegation absent such consent is void, except for an assignment and delegation of all of the Guarantor's rights and obligations hereunder in whatever form the Guarantor determines may be appropriate to a partnership, corporation, trust or other organization in whatever form that succeeds to all or substantially all of the Guarantor's assets and business and that assumes such obligations by contract, operation of law or otherwise. Upon any such delegation and assumption of obligations, the Guarantor shall be relieved of and fully discharged from all obligations hereunder, whether such obligations arose before or after such delegation and assumption. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. GUARANTOR AGREES TO THE EXCLUSIVE JURISDICTION OF COURTS LOCATED IN THE STATE OF NEW YORK, UNITED STATES OF AMERICA, OVER ANY DISPUTES ARISING UNDER OR RELATING TO THIS GUARANTY. Very truly yours, THE GOLDMAN SACHS GROUP, INC. By: /s/ Gregory Palm --------------------------- Authorized Officer