Fixed Income Derivatives Confirmation Agreement between Bear Stearns Financial Products Inc. and Deutsche Bank AG, New York Branch

 BEAR STEARNS BEAR STEARNS FINANCIAL PRODUCTS INC. 383 MADISON AVENUE NEW YORK, NEW YORK 10179 ###-###-#### Exhibit A DATE: February 27, 2006 TO: Deutsche Bank AG, New York Branch ATTENTION: Mr. Mark Ginsberg TELEPHONE: 212 ###-###-#### FACSIMILE: 732 ###-###-#### FROM: Derivatives Documentation TELEPHONE: 212 ###-###-#### FACSIMILE: 212 ###-###-#### SUBJECT: Fixed Income Derivatives Confirmation and Agreement REFERENCE NUMBER: FXNEC7853 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 Stearns Financial Products Inc. ("BSFP") and Deutsche Bank AG, New York Branch ("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. All provisions contained in, or incorporated by reference to, the ISDA Form Master Agreement shall govern the Transaction referenced in this Confirmation, except as expressly modified below. 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: Type of Transaction: Rate Cap Notional Amount: With respect to any Calculation Period, the amount set forth for such period on the Schedule of Notional Amounts. Trade Date: February 6, 2006 Effective Date: March 25, 2006 Termination Date: April 25, 2009, subject to adjustment in accordance with the Business Day Convention. Fixed Amount (Premium): Fixed Rate Payer: Counterparty Fixed Rate Payer Payment Date:February 27, 2006 Fixed Amount:USD 145,000 Floating Amounts: Floating Rate Payer: BSFP Cap Rate: 5.00000% Floating Rate Payer Period End Dates: The 25th calendar day of each month during the Term of this Transaction, commencing April 25, 2006 and ending on the Termination Date, subject to adjustment in accordance with the Business Day Convention. Floating Rate Payer Payment Dates: Early Payment is applicable. The Floating Rate Payer Payment Dates shall be two Business Days prior to each Floating Rate Payer Period End Date. Floating Rate for initial Calculation Period: To be determined. Floating Rate Option: USD-LIBOR-BBA, provided, however, that if the Floating Rate determined from such Floating Rate Option for any Calculation Period is greater than 9.00000% then the Floating Rate for such Calculation Period shall be deemed to be 9.00000%. Designated Maturity: One month Floating Rate Day Count Fraction: 30/360 Reset Dates: The first day of each Calculation Period. Compounding: Inapplicable Business Days: New York Business Day Convention: Following 3. Additional Provisions: Each party hereto is hereby advised and acknowledges that the other party has engaged in (or refrained from engaging in) substantial financial transactions and has taken (or refrained from taking) other material actions in reliance upon the entry by the parties into the Transaction being entered into on the terms and conditions set forth herein and in the Confirmation relating to such Transaction, as applicable. This paragraph shall be deemed repeated on the trade date of each Transaction. 4. Provisions Deemed Incorporated in a Schedule to the ISDA Form Master Agreement: 1) The parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form Master Agreement will apply to any Transaction. 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) of ISDA Form Master Agreement: (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) with respect to BSFP as the Burdened Party. 5) Documents to be Delivered. For the purpose of Section 4(a): (1) Tax forms, documents, or certificates to be delivered are: Party required to deliver document Form/Document/ Date by which to Certificate be delivered BSFP and Any document required or Promptly after the earlier of (i) reasonable the Counterparty reasonably requested to allow demand by either party or (ii) learning that the other party to make such form or document is required 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 (2) Other documents to be delivered are: Party required to Form/Document/ Date by which to Covered by Section 3(d) Representation deliver document Certificate be delivered BSFP and Any documents required by Upon the execution and Yes the Counterparty the receiving party to delivery of this Agreement evidence the authority of and such Confirmation the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation , and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be BSFP and A certificate of an Upon the execution and Yes the Counterparty authorized officer of the delivery of this Agreement party, as to the incumbency and such Confirmation 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 6) Miscellaneous. Miscellaneous (a) Address for Notices: For the purposes of Section 12(a) of ISDA Form Master Agreement: Address for notices or communications to BSFP: Address: 383 Madison Avenue, New York, New York 10179 Attention: DPC Manager Facsimile: (212) 272-5823 with a copy to: Address: One Metrotech Center North, Brooklyn, New York 11201 Attention: Derivative Operations - 7th Floor Facsimile: (212) 272-1634 (For all purposes) Address for notices or communications to the Counterparty: Address: 60 Wall Street New York, NY 10005 Attention: Mr. Paul Mangione Facsimile: 732 ###-###-#### Phone: 212 ###-###-#### with a copy to: Address: 60 Wall Street New York, NY 10005 Attention: Ms. Cathy Oh Facsimile: 732 ###-###-#### Phone: 212 ###-###-#### (For all purposes) (b) Process Agent. For the purpose of Section 13(c): 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) 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 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 ISDA Form Master Agreement: BSFP is not a Multibranch Party. The Counterparty is a Multibranch Party. (e) Calculation Agent. The Calculation Agent is BSFP; provided, however, that if an Event of Default occurs with respect to BSFP, then the Counterparty shall be entitled to appoint a financial institution which would qualify as a Reference Market-maker to act as Calculation Agent. (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. (l) BSFP will not unreasonably withhold or delay its consent to an assignment of this Agreement to any other third party. 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). 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. Each party represents to the other party on each date when it enters into a Transaction that:-- (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) Swap Disclosure Event. If, upon the occurrence of a Swap Disclosure Event (as defined in Part clause (ii) in paragraph 10 below), Party A has not, within 10 Business Days after such Swap Disclosure Event complied with any of the provisions set forth in clause (iii) of paragraph 10 below, then an Additional Termination Event shall have occurred with respect to Party A and Party A shall be the sole Affected Party with respect to such Additional Termination Event. 10) Compliance with Regulation AB. (i) BSFP agrees and acknowledges that Residential Funding Corporation ("RFC") is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the "Exchange Act") ("Regulation AB"), to disclose certain financial information regarding BSFP or its group of affiliated entities, if applicable, depending on the aggregate "significance percentage" of this Agreement and any other derivative contracts between BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event ("Swap Disclosure Event") if, on any Business Day after the date hereof, RFC requests from Party A the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by RFC, in good faith, that such information is required under Regulation AB) (the "Swap Financial Disclosure"). (iii) Upon the occurrence of a Swap Disclosure Event, BSFP, at its own expense, shall (a) provide to RFC the Swap Financial Disclosure, (b) secure another entity to replace BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (or which satisfies the Rating Agency Condition) and which entity is able to comply with the requirements of Item 1115 of Regulation AB or (c) obtain a guaranty of the BSFP's obligations under this Agreement from an affiliate of the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. (iv) BSFP [if obligations of Swap Provider are guaranteed, the guarantor must cover this indemnity obligation] agrees that, in the event that BSFP provides Swap Financial Disclosure to RFC in accordance with clause (iii)(a) of this paragraph 10 or causes its affiliate to provide Swap Financial Disclosure to RFC in accordance with clause (iii)(c) of this paragraph 10, it will indemnify and hold harmless RFC, its respective directors or officers and any person controlling RFC, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 11) Third Party Beneficiary. RFC shall be a third party beneficiary of this Agreement. NEITHER THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR STEARNS COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT. 5. Account Details and Settlement Information: Payments to BSFP: Citibank, N.A., New York ABA Number: 021-0000-89, for the account of Bear, Stearns Securities Corp. Account Number: 0925-3186, for further credit to Bear Stearns Financial Products Inc. Sub-account Number: 102-04654-1-3 Attention: Derivatives Department Payments to Counterparty: Deutsche Bank AG New York Branch (Direct) ABA #: 026003780 Swift Code: DEUTUS33 Account no: 100440170004 Ref: Interest Rate Swaps 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 ###-###-####. For inquiries regarding U.S. Transactions, please contact Susan Donlon by telephone at ###-###-####. For all other inquiries please contact Derivatives Documentation by telephone at 353-1 ###-###-####. 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 STEARNS FINANCIAL PRODUCTS INC. By: _______________________________ Name: Title: Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date. DEUTSCHE BANK AG, NEW YORK BRANCH By: _______________________________ As authorized agent or officer for Deutsche Bank AG Name: Title: By: _______________________________ As authorized agent or officer for Deutsche Bank AG Name: Title: lm SCHEDULE OF NOTIONAL AMOUNTS (all such dates subject to adjustment in accordance with the Business Day Convention) Notional Amount From and including To but excluding (USD) Effective Date 4/25/2006 48,436,482.26 4/25/2006 5/25/2006 46,945,753.57 5/25/2006 6/25/2006 45,330,202.91 6/25/2006 7/25/2006 43,592,519.71 7/25/2006 8/25/2006 41,735,709.73 8/25/2006 9/25/2006 39,763,088.17 9/25/2006 10/25/2006 37,678,271.36 10/25/2006 11/25/2006 35,485,167.15 11/25/2006 12/25/2006 33,187,963.97 12/25/2006 1/25/2007 30,791,338.38 1/25/2007 2/25/2007 28,397,804.29 2/25/2007 3/25/2007 26,044,609.48 3/25/2007 4/25/2007 24,309,787.09 4/25/2007 5/25/2007 22,645,798.01 5/25/2007 6/25/2007 21,051,685.72 6/25/2007 7/25/2007 19,526,484.19 7/25/2007 8/25/2007 18,069,217.94 8/25/2007 9/25/2007 16,678,902.20 9/25/2007 10/25/2007 15,354,542.93 10/25/2007 11/25/2007 14,095,137.13 11/25/2007 12/25/2007 12,899,672.88 12/25/2007 1/25/2008 11,767,129.58 1/25/2008 2/25/2008 10,696,478.26 2/25/2008 3/25/2008 9,686,681.68 3/25/2008 4/25/2008 8,736,694.73 4/25/2008 5/25/2008 7,845,464.66 5/25/2008 6/25/2008 7,011,931.37 6/25/2008 7/25/2008 6,234,975.61 7/25/2008 8/25/2008 5,490,504.07 8/25/2008 9/25/2008 4,769,105.87 9/25/2008 10/25/2008 4,070,327.69 10/25/2008 11/25/2008 3,393,724.18 11/25/2008 12/25/2008 2,738,857.83 12/25/2008 1/25/2009 2,105,298.81 1/25/2009 2/25/2009 1,492,624.83 2/25/2009 3/25/2009 900,421.07 3/25/2009 Termination Date 328,279.98