Exhibit 10.12

	
        	 	
      Master Repurchase

    Agreement
		
      
       
	 	 	 September 1996 Version


 

	
Dated as of
        	 
        	
July 7, 2005
	
      
       
	
Between:
        	 
        	
Bear Stearns & Co. Inc.
	
      
       
	
and
        	 
        	
GSC Capital Corp.
	
      
       
	

        	 
        	
[complete legal name of counterparty]




	
1.       	
Applicability   



From time to time the parties hereto may enter into transactions in which one party (“Seller”) agrees to transfer to the other (“Buyer”) securities or other assets (“Securities”) against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Securities at a date certain or on
demand, against the transfer of funds by Seller. Each such transaction shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by
this Agreement, including any supplemental terms or conditions contained in Annex I hereto and in any other annexes identified herein or therein as applicable hereunder. 

	
2.       	
Definitions




	 	
(a)	
“Act of Insolvency”, with respect to any party, (i) the commencement by such party as debtor of any case or proceeding under any bankruptcy, insolvency,
reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or such party seeking the appointment or election of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its
property, or the convening of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election, (ii) the commencement of any such case or proceeding against such party, or another seeking
such an appointment or election, or the filing against a party of an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970, which (A) is    
















	 	 	
consented to or not timely contested by such party, (B) results in the entry of an order for relief, such an appointment or election, the issuance of such a protective decree or the entry of an order having a similar effect, or
(C) is not dismissed within 15 days, (iii) the making by such party of a general assignment for the benefit of creditors, or (iv) the admission in writing by such party of such party’s inability to pay such party’s debts as they become
due;     
	 	 	 
	 	
(b)	
“Additional Purchased Securities”, Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;        
	 	 	 
	 	
(c)	
“Buyer’s Margin Amount”, with respect to any Transaction as of any date, the amount obtained by application of the Buyer’s Margin Percentage to the
Repurchase Price for such Transaction as of such date;   
	 	 	 
	 	
(d)	
“Buyer’s Margin Percentage”, with respect to any Transaction as of any date, a percentage (which may be equal to the Seller’s Margin Percentage) agreed
to by Buyer and Seller or, in the absence of any such agreement, the percentage obtained by dividing the Market Value of the Purchased Securities on the Purchase Date by the Purchase Price on the Purchase Date for such Transaction;  
	 	 	 
	 	
(e)	
“Confirmation”, the meaning specified in Paragraph 3(b) hereof;     
	 	 	 
	 	
(f)	
“Income”, with respect to any Security at any time, any principal thereof and all interest, dividends or other distributions thereon;       
	 	 	 
	 	
(g)	
“Margin Deficit”, the meaning specified in Paragraph 4(a) hereof;   
	 	 	 
	 	
(h)	
“Margin Excess”, the meaning specified in Paragraph 4(b) hereof;    
	 	 	 
	 	
(i)	
“Margin Notice Deadline”, the time agreed to by the parties in the relevant Confirmation, Annex I hereto or otherwise as the deadline for giving notice requiring
same-day satisfaction of margin maintenance obligations as provided in Paragraph 4 hereof (or, in the absence of any such agreement, the deadline for such purposes established in accordance with market practice);     
	 	 	 
	 	
(j)	
“Market Value”, with respect to any Securities as of any date, the price for such Securities on such date obtained from a generally recognized source agreed to
by the parties or the most recent closing bid quotation from such a source, plus accrued Income to the extent not included therein (other than any Income credited or    
	 	 	 


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transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) as of such date (unless contrary to market practice for such Securities);     
	 	 	 
	 	
(k)	
“Price Differential”, with respect to any Transaction as of any date, the aggregate amount obtained by daily application of the Pricing Rate for such Transaction
to the Purchase Price for such Transaction on a 360-day-per-year basis for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the date of determination
(reduced by any amount of such Price Differential previously paid by Seller to Buyer with respect to such Transaction);  
	 	 	 
	 	(1)	
“Pricing Rate”, the per annum percentage rate for determination of the Price Differential;  
	 	 	 
	 	
(m)	
“Prime Rate”, the prime rate of U.S. commercial banks as published in The Wall Street Journal (or, if more than one such rate is published, the average of such
rates);  
	 	 	 
	 	
(n)	
“Purchase Date”, the date on which Purchased Securities are to be transferred by Seller to Buyer;   
	 	 	 
	 	
(o)	
“Purchase Price”, (i) on the Purchase Date, the price at which Purchased Securities are transferred by Seller to Buyer, and (ii) thereafter, except where Buyer
and Seller agree otherwise, such price increased by the amount of any cash transferred by Buyer to Seller pursuant to Paragraph 4(b) hereof and decreased by the amount of any cash transferred by Seller to Buyer pursuant to Paragraph 4(a) hereof or
applied to reduce Seller’s obligations under clause (ii) of Paragraph 5 hereof;     
	 	 	 
	 	
(p)	
“Purchased Securities”, the Securities transferred by Seller to Buyer in a Transaction hereunder, and any Securities substituted therefor in accordance with
Paragraph 9 hereof. The term “Purchased Securities” with respect to any Transaction at any time also shall include Additional Purchased Securities delivered pursuant to Paragraph 4(a) hereof and shall exclude Securities returned pursuant
to Paragraph 4(b) hereof;        
	 	 	 
	 	
(q)	
“Repurchase Date”, the date on which Seller is to repurchase the Purchased Securities from Buyer, including any date determined by application of the provisions
of Paragraph 3(c) or 11 hereof;  
	 	 	 


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(r)	
“Repurchase Price”, the price at which Purchased Securities are to be transferred from Buyer to Seller upon termination of a Transaction, which will be
determined in each case (including Transactions terminable upon demand) as the sum of the Purchase Price and the Price Differential as of the date of such determination;        
	 	 	 
	 	
(s)	
“Seller’s Margin Amount”, with respect to any Transaction as of any date, the amount obtained by application of the Seller’s Margin Percentage to the
Repurchase Price for such Transaction as of such date;   
	 	 	 
	 	
(t)	
“Seller’s Margin Percentage”, with respect to any Transaction as of any date, a percentage (which may be equal to the Buyer’s Margin Percentage) agreed
to by Buyer and Seller or, in the absence of any such agreement, the percentage obtained by dividing the Market Value of the Purchased Securities on the Purchase Date by the Purchase Price on the Purchase Date for such Transaction.  
	 	 	 


	
3.	
Initiation; Confirmation; Termination   
	 	 


	 	
(a)	
An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent
against the transfer of the Purchase Price to an account of Seller.      
	 	 	 
	 	
(b)	
Upon agreeing to enter into a Transaction hereunder,
Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the
other party a written confirmation of each Transaction (a “Confirmation”).
The  Confirmation shall describe the Purchased Securities (including CUSIP number,
if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii)
the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be
terminable on  demand, (iv) the Pricing Rate or Repurchase Price applicable to
the Transaction, and (v) any additional terms or conditions of the Transaction
not inconsistent with this Agreement. The
Confirmation, together with this Agreement, shall constitute conclusive evidence
of the terms agreed between Buyer and Seller with respect to the Transaction
to which the Confirmation relates, unless with respect to the Confirmation specific
objection is made promptly after receipt thereof. In the event of any conflict
between the terms of such Confirmation and this Agreement, this Agreement shall
prevail. 
	 	 	 


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(c)	
In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business
day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its
agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase
Price to an account of Buyer.    
	 	 	 


	
4.	
Margin Maintenance      
	 	 


	 	
(a)	
If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Buyer is less than the aggregate Buyer’s Margin Amount for all such
Transactions (a “Margin Deficit”), then Buyer may by notice to Seller require Seller in such Transactions, at Seller’s option, to transfer to Buyer cash or additional Securities reasonably acceptable to Buyer (“Additional
Purchased Securities”), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer’s Margin Amount (decreased by the
amount of any Margin Deficit as of such date arising from any Transactions in which such Buyer is acting as Seller).     
	 	 	 
	 	
(b)	
If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Seller exceeds the aggregate Seller’s Margin Amount for all such Transactions
at such time (a “Margin Excess”), then Seller may by notice to Buyer require Buyer in such Transactions, at Buyer’s option, to transfer cash or Purchased Securities to Seller, so that the aggregate Market Value of the Purchased
Securities, after deduction of any such cash or any Purchased Securities so transferred, will thereupon not exceed such aggregate Seller’s Margin Amount (increased by the amount of any Margin Excess as of such date arising from any Transactions
in which such Seller is acting as Buyer).        
	 	 	 
	 	
(c)             	
If any notice is given by Buyer or Seller under subparagraph (a) or (b) of this Paragraph at or before the Margin Notice Deadline on any business day, the party receiving such notice shall transfer  
	 	 	 


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cash or Additional Purchased Securities as provided in such subparagraph no later than the close of business in the relevant market on such day. If any such notice is given after the Margin Notice Deadline, the party receiving
such notice shall transfer such cash or Securities no later than the close of business in the relevant market on the next business day following such notice.    
	 	 	 
	 	
(d)	
Any cash transferred pursuant to this Paragraph shall be attributed to such Transactions as shall be agreed upon by Buyer and Seller.  
	 	 	 
	 	
(e)	
Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer or Seller (or both) under subparagraphs (a) and (b) of this Paragraph may be exercised only where a Margin Deficit
or a Margin Excess, as the case may be, exceeds a specified dollar amount or a specified percentage of the Repurchase Prices for such Transactions (which amount or percentage shall be agreed to by Buyer and Seller prior to entering into any such
Transactions).   
	 	 	 
	 	
(f)	
Seller and Buyer may agree, with respect to any or
all Transactions hereunder, that the respective rights of Buyer and Seller under
subparagraphs (a) and (b) of this Paragraph to require the elimination of a Margin
Deficit or a  Margin Excess, as the case may be, may be exercised whenever such
a Margin Deficit or a Margin Excess exists with respect to any single Transaction
hereunder (calculated without regard to any other Transaction outstanding under
this  Agreement).        
	 	 	 


	
5.	
Income Payments



Seller shall be entitled to receive an amount equal to all Income paid or distributed on or in respect of the securities that is not otherwise received by Seller, to the full extent it would be so entitled if the Securities had
not been sold to Buyer. Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is paid or distributed either
(i) transfer to or credit to the account of Seller such Income with respect to any Purchased Securities subject to such Transaction or (ii) with respect to Income paid in cash, apply the Income payment or payments to reduce the amount, if any, to be
transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentence (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior
thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Securities sufficient to eliminate such Margin Deficit, or 


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(B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid or distributed. 


	 6.	 Security Interest



Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller shall be deemed to have pledged to Buyer as security for the
performance by Seller of its obligations under each such Transaction, and shall be deemed to have granted to Buyer a security interest in, all of the Purchased Securities with respect to all Transactions hereunder and all Income thereon and other
proceeds thereof. 

	 7.	 Payment and Transfer 



Unless otherwise mutually agreed, all transfers of funds hereunder shall be in immediately available funds. All Securities transferred by one party hereto to the other party (i) shall be in suitable form for transfer or shall be
accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as the party receiving possession may reasonably request, (ii) shall be transferred on the book-entry system of a Federal Reserve Bank, or (iii)
shall be transferred by any other method mutually acceptable to Seller and Buyer. 

	
8.	
Segregation of Purchased Securities



To the extent required by applicable law, all Purchased Securities in the possession of Seller shall be segregated from other securities in its possession and shall be identified as subject to this Agreement. Segregation may be
accomplished by appropriate identification on the books and records of the holder, including a financial or securities intermediary or a clearing corporation. All of Seller’s interest in the Purchased Securities shall pass to Buyer on the
Purchase Date and, unless otherwise agreed by Buyer and Seller, nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Securities or otherwise selling, transferring, pledging or hypothecating the
Purchased Securities, but no such transaction shall relieve Buyer of its obligations to transfer Purchased Securities to Seller pursuant to Paragraph 3, 4 or 11 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the
obligations of, Seller pursuant to Paragraph 5 hereof. 


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	 Required Disclosure for Transactions in Which the

    Seller Retains Custody of the Purchased Securities

    Seller is not permitted to substitute other securities for those subject to this Agreement and therefore must keep Buyer’s securities segregated at all times, unless in this Agreement Buyer grants Seller the right to substitute other securities. If Buyer grants the right to substitute, this means that Buyer’s securities will likely be commingled with Seller’s own securities during the trading day. Buyer is advised that, during any trading day that Buyer’s securities are commingled with Seller’s securities, they [will]* [may]** be subject to liens granted by Seller to [its clearing bank]* [third parties]** and may be used by Seller for deliveries on other securities transactions. Whenever the securities are commingled, Seller’s ability to resegregate substitute securities for Buyer will be subject to Seller’s ability to satisfy [the clearing]* [any]** lien or to obtain substitute securities.

     *Language to be used under 17 C.F.R §403.4(e) if Seller is a government securities broker or dealer other than a financial institution. 

    **Language to be used under 17 C.F.R §403.5(d) if Seller is a financial institution. 
    




	
9.	
Substitution    
	 	 


	 	
(a)	
Seller may, subject to agreement with and acceptance by Buyer, substitute other Securities for any Purchased Securities. Such substitution shall be made by transfer to Buyer of such other Securities and transfer to Seller of such
Purchased Securities. After substitution, the substituted Securities shall be deemed to be Purchased Securities. 
	 	 	 
	 	
(b)	
In Transactions in which Seller retains custody of Purchased Securities, the parties expressly agree that Buyer shall be deemed, for purposes of subparagraph (a) of this Paragraph, to have agreed to and accepted in this Agreement
substitution by Seller of other Securities for Purchased Securities; provided, however, that such other Securities shall have a Market Value at least equal to the Market Value of the Purchased Securities for which they are substituted.      
	 	 	 


	
10.	
Representations 



Each of Buyer and Seller represents and warrants to the other that (i) it is duly authorized to execute and deliver this Agreement, to enter into Transactions contemplated hereunder and to perform its obligations hereunder and has
taken all necessary action to authorize such execution, delivery and performance, (ii) it will engage in such Transactions as principal (or, if agreed in writing, in the form of an annex
hereto or otherwise, in advance of any Transaction by the other party hereto, as agent for a disclosed principal), (iii) the person signing this Agreement 


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on its behalf is duly authorized to do so on its behalf (or on behalf of any such disclosed principal), (iv) it has obtained all authorizations of any governmental body required in connection with this Agreement and the
Transactions hereunder and such authorizations are in full force and effect and (v) the execution, delivery and performance of this Agreement and the Transactions hereunder will not violate any law, ordinance, charter, by-law or rule applicable to
it or any agreement by which it is bound or by which any of its assets are affected. On the Purchase Date for any Transaction Buyer and Seller shall each be deemed to repeat all the foregoing representations made by it. 

	
11.	
Events of Default



In the event that (i) Seller fails to transfer or Buyer fails to purchase Purchased Securities upon the applicable Purchase Date, (ii) Seller fails to repurchase or Buyer fails to transfer Purchased Securities upon the applicable
Repurchase Date, (iii) Seller or Buyer fails to comply with Paragraph 4 hereof, (iv) Buyer fails, after one business day’s notice, to comply with Paragraph 5 hereof, (v) an Act of Insolvency occurs with respect to Seller or Buyer, (vi) any
representation made by Seller or Buyer shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated, or (vii) Seller or Buyer shall admit to the other its inability to, or its intention
not to, perform any of its obligations hereunder (each an “Event of Default”): 

	 	
(a)	
The nondefaulting party may, at its option (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), declare an Event of Default to have occurred hereunder and, upon the
exercise or deemed exercise of such option, the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (except that, in the event that the Purchase Date for any Transaction has not yet
occurred as of the date of such exercise or deemed exercise, such Transaction shall be deemed immediately canceled). The nondefaulting party shall (except upon the occurrence of an Act of Insolvency) give notice to the defaulting party of the
exercise of such option as promptly as practicable.      
	 	 	 
	 	
(b)	
In all Transactions in which the defaulting party is acting as Seller, if the nondefaulting party exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Paragraph, (i) the defaulting
party’s obligations in such Transactions to repurchase all Purchased Securities, at the Repurchase Price therefor on the Repurchase Date determined in accordance with subparagraph (a) of this Paragraph, shall thereupon become immediately due
and payable, (ii) all Income paid after such exercise or deemed exercise shall be retained by the nondefaulting party and applied to the 
	 	 	 


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aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder, and (iii) the defaulting party shall immediately deliver to the nondefaulting party any Purchased Securities subject to such
Transactions then in the defaulting party’s possession or control.  
	 	 	 
	 	
(c)             	
In all Transactions in which the defaulting party is acting as Buyer, upon tender by the nondefaulting party of payment of the aggregate Repurchase Prices for all such Transactions, all right, title and interest in and entitlement
to all Purchased Securities subject to such Transactions shall be deemed transferred to the nondefaulting party, and the defaulting party shall deliver all such Purchased Securities to the nondefaulting party.        
	 	 	 
	 	
(d)             	
if the nondefaulting party exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Paragraph, the nondefaulting party, without prior notice to the defaulting party, may:  
	 	 	 


	 	 	
(i)	
as to Transactions in which the defaulting party is acting as Seller, (A) immediately sell, in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as the nondefaulting party may
reasonably deem satisfactory, any or all Purchased Securities subject to such Transactions and apply the proceeds thereof to the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder or (B) in its sole
discretion elect, in lieu of selling all or a portion of such Purchased Securities, to give the defaulting party credit for such Purchased Securities in an amount equal to the price therefor on such date, obtained from a generally recognized source
or the most recent closing bid quotation from such a source, against the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder; and   
	 	 	 	 
	 	 	
(ii)	
as to Transactions in which the defaulting party is acting as Buyer, (A) immediately purchase, in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as the nondefaulting party may
reasonably deem satisfactory, securities (“Replacement Securities”) of the same class and amount as any Purchased Securities that are not delivered by the defaulting party to the nondefaulting party as required hereunder or (B) in its sole
discretion elect, in lieu of purchasing Replacement      
	 	 	 	 


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	 	 	 	 Securities, to be deemed to have purchased Replacement Securities at the price therefor on such date, obtained from a generally recognized source or the most recent closing offer quotation from such a source. 
	 	 	 	 
	 	 	 	 Unless otherwise provided in Annex I, the parties acknowledge and agree that (1) the Securities subject to any Transaction hereunder are instruments traded in a recognized market, (2) in the absence of a generally recognized source for prices or bid or offer quotations for any Security, the nondefaulting party may establish the source therefor in its sole discretion and (3) all prices, bids and offers shall be determined together with accrued Income (except to the extent contrary to market practice with respect to the relevant Securities). 
	 	 	 	 
	 	(e)	As to Transactions in which the defaulting party is acting as Buyer, the defaulting party shall be liable to the nondefaulting party for any excess of the price paid (or deemed paid) by the nondefaulting party for Replacement
Securities over the Repurchase Price for the Purchased Securities replaced thereby and for any amounts payable by the defaulting party under Paragraph 5 hereof or otherwise hereunder.  
	 	 	 	 
	 	(f)	For purposes of this Paragraph 11, the Repurchase Price for each Transaction hereunder in respect of which the defaulting party is acting as Buyer shall not increase above the amount of such Repurchase Price for such Transaction
determined as of the date of the exercise or deemed exercise by the nondefaulting party of the option referred to in subparagraph (a) of this Paragraph. 
	 	 	 	 
	 	(g)	The defaulting party shall be liable to the nondefaulting party for (i) the amount of all reasonable legal or other expenses incurred by the nondefaulting party in connection with or as a result of an Event of Default, (ii)
damages in an amount equal to the cost (including all fees, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default, and (iii)
any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default in respect of a Transaction.    
	 	 	 	 
	 	(h)	To the extent permitted by applicable law, the defaulting party shall be liable to the nondefaulting party for interest on any amounts owing by the defaulting party hereunder, from the date       
	 	 	 	 


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the defaulting party becomes liable for such amounts hereunder until such amounts are (i) paid in full by the defaulting party or (ii) satisfied in full by the exercise of the nondefaulting party’s rights, hereunder. Interest
on any sum payable by the defaulting party to the nondefaulting party under this Paragraph 11(h) shall be at a rate equal to the greater of the Pricing Rate for the relevant Transaction or the Prime Rate.     
	 	 	 	 
	 	 	
(i)	
The nondefaulting party shall have, in addition to its rights hereunder, any rights otherwise available to it under any other agreement or applicable law.     
	 	 	 	 


	
12.	
Single Agreement



Buyer and Seller acknowledge that, and have entered hereinto and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and
contractual relationship and have been made in consideration of each other. Accordingly, each of Buyer and Seller agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any
such obligations shall constitute a default by it in respect of all Transactions hereunder, (ii) that each of them shall be entitled to set off claims and apply property held by them in respect of any Transaction against obligations owing to them in
respect of any other Transactions hereunder and (iii) that payments, deliveries and other transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers
in respect of any other Transactions hereunder, and the obligations to make any such payments, deliveries and other transfers may be applied against each other and netted. 

	
13.	
Notices and Other Communications



Any and all notices, statements, demands or other communications hereunder may be given by a party to the other by mail, facsimile, telegraph, messenger or otherwise to the address specified in Annex II hereto, or so sent to such
party at any other place specified in a notice of change of address hereafter received by the other. All notices, demands and requests hereunder may be made orally, to be confirmed promptly in writing, or by other communication as specified in the
preceding sentence. 

	
14.	
Entire Agreement; Severability



This Agreement shall supersede any existing agreements between the parties containing general terms and conditions for repurchase transactions. Each provision and agreement herein shall be treated as separate and independent
from


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any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. 

	
15.	
Non-assignability; Termination  
	 	 


	 	
(a)	
The rights and obligations of the parties under this
Agreement and under any Transaction shall not be assigned by either party without
the prior written consent of the other party, and any such assignment without
the prior written consent of the other party shall be null and void. Subject
to the foregoing, this Agreement and any Transactions shall be binding upon and
shall inure to the benefit of the parties and their respective successors and
assigns. This Agreement may be terminated by either party upon giving written
notice to the other, except that this Agreement shall, notwithstanding such notice,
remain applicable to any Transactions then outstanding.  
	 	 	 
	 	
(b)	
Subparagraph (a) of this Paragraph 15 shall not preclude a party from assigning, charging or otherwise dealing with all or any part of its interest in any sum payable to it under Paragraph 11 hereof.        
	 	 	 


	
16.	
Governing Law



This Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of law principles thereof. 

	
17.	
No Waivers, Etc.



No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and no exercise of any remedy hereunder by any party shall constitute a waiver of its right to exercise
any other remedy hereunder. No modification or waiver of any provision of this Agreement and no consent by any party to a departure herefrom shall be effective unless and until such shall be in writing and duly executed by both of the parties
hereto. Without limitation on any of the foregoing, the failure to give a notice pursuant to Paragraph 4(a) or 4(b) hereof will not constitute a waiver of any right to do so at a later date. 

	
18.	
Use of Employee Plan Assets
	 	 


	 	
(a)	
If assets of an employee benefit plan subject to any provision of the Employee Retirement Income Security Act of 1974 (“ERISA”) are intended to be used by either party hereto (the “Plan Party”) in a
Transaction, the Plan Party shall so notify the other party prior to the Transaction. The Plan Party shall represent in writing to the   
	 	 	 


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other party that the Transaction does not constitute a prohibited transaction under ERISA or is otherwise exempt therefrom, and the other party may proceed in reliance thereon but shall not be required so to proceed.       
	 	 	 
	 	
(b)	
Subject to the last sentence of subparagraph (a) of this Paragraph, any such Transaction shall proceed only if Seller furnishes or has furnished to Buyer its most recent available audited statement of its financial condition and
its most recent subsequent unaudited statement of its financial condition.       
	 	 	 
	 	
(c)	
By entering into a Transaction pursuant to this Paragraph, Seller shall be deemed (i) to represent to Buyer that since the date of Seller’s latest such financial statements, there has been no material adverse change in
Seller’s financial condition which Seller has not disclosed to Buyer, and (ii) to agree to provide Buyer with future audited and unaudited statements of its financial condition as they are issued, so long as it is a Seller in any outstanding
Transaction involving a Plan Party.      
	 	 	 


	
19.	
Intent
	 	 


	 	
(a)             	
The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the United States Code, as amended (except insofar as the type of Securities subject to such
Transaction or the term of such Transaction would render such definition inapplicable), and a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended (except insofar as the type of
assets subject to such Transaction would render such definition inapplicable).   
	 	 	 
	 	
(b)             	
It is understood that either party’s right to liquidate Securities delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Paragraph 11 hereof is a contractual right to
liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the United States Code, as amended.       
	 	 	 
	 	
(c)             	
The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction
hereunder is a “qualified financial contract,” as that term is defined in FDIA and any rules, orders or policy statements      
	 	 	 


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thereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable).       
	 	 	 
	 	
(d)	
It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment
entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA
(except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA).     
	 	 	 


	
20.	
Disclosure Relating to Certain Federal Protections



The parties acknowledge that they have been advised that: 

	 	
(a)	
in the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission (“SEC”) under Section 15 of the Securities Exchange Act of 1934 (“1934 Act”),
the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 (“SIPA”) do not protect the other party with respect to any Transaction hereunder; 
	 	 	 
	 	
(b)	
in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other
party with respect to any Transaction hereunder; and     
	 	 	 
	 	
(c)	
in the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit
Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable.  
	 	 	 




  	BEAR STEARNS & Co. Inc. 	GSC CAPITAL CORP.
	Party A 	Party b 
	 	 	 	 	 	 
	By:	/s/ David S. Marren 	By:	/s/ Frederick Horton 
	 	
	 	

	 	Name:	David S. Marren	 	Name:	Frederick Horton
	 	Title:	Senior Managing Director 	 	Title:	CEO
	 	Date:	6/30/05	 	Date:	6/30/05




 

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Annex I


Supplemental Terms and Conditions


     This Annex I forms a part of the Master Repurchase Agreement dated as of (the “Agreement”) between BEAR, STEARNS & CO. INC. (“Party A”) and GSC CAPITAL CORP. (“Party B”). Capitalized terms used but not defined in this Annex I shall have the meanings ascribed to them
in the Agreement. 

	
1.	
Other Applicable Annexes. Please select any/all of the optional Annexes below to form a part of the Agreement. The Annexes which are initialed will apply hereunder.   
	 	 


	

        	 
        	

        	 
        	
Initials
        
	
        	
        	
        	
        	

     
	
(a)
        	 
        	
Annex III (International Transactions)
        	 
        	

        
	
        	
        	
        	
        	

  
	
(b)
        	 
        	
Annex IV (Party Acting as Agent)
        	 
        	

        
	
        	
        	
        	
        	
      
    
	
(c)
        	 
        	
Annex V (Margin for Forward Transactions)
        	 
        	

        
	
        	
        	
        	
        	
      
    
	
(d)
        	 
        	
Annex VI (Buy/Sell Back Transactions)
        	 
        	

        
	
        	
        	
        	
        	
      
    
	
(e)
        	 
        	
Annex VII (Transactions Involving Registered Investment
        	 
        	

        
	
        	
        	Companies)	
        	
      
    




	
2.	
Notwithstanding the provisions of Paragraph 4(c), margin calls shall be satisfied as follows: if you are notified by 10:00 a.m. New York time (or 12:00 p.m. New York time, for Clearing Transactions cleared through the Mortgage
Backed Securities Clearing Corporation (“MBSCC Clearing Transactions”)), such margin call shall be satisfied on the same day, by the close of the Federal Reserve wire for money
transactions, and if you are notified after 10:00 a.m. New York time (or 12:00 p.m. New York time, for MBSCC Clearing Transactions), such margin call shall be satisfied by the close of the Federal Reserve wire for money transactions the next New
York business day. For the avoidance of doubt, an MBSCC
Clearing Transaction shall be deemed an “Activity” and a “Clearing Transaction” as defined in the Institutional Account Agreement dated as of June 30, 2005 among Party A and its affiliates as defined therein
and Party B (the “IAA”). To the extent there is a Margin Deficit, Party B requests Party A to transfer Collateral (as defined in the IAA) and such Collateral, once transferred,
shall be deemed and treated as Additional Purchased Securities. Party B agrees that such request shall in no way impair Party A’s right to make a margin call. Party B further agrees that Party A has no obligation to transfer Collateral and
Party B will not rely on Party A to transfer Collateral whether or not Party A has previously transferred Collateral, and that Party A may do so in its sole discretion. In accordance with Paragraph 5 of the IAA, margin calls may be oral and need not
be confirmed in writing. 
	 	 


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3.	
The definition of “Market Value” in Paragraph 2(j) is amended by adding thereto after “a generally recognized source agreed to by the parties” the following: “and, in the absence of such agreement,
determined by Party A acting in good faith and in a commercially reasonable manner selected by it, provided, however, that Party A
shall have no obligation to use third party pricing”.       
	 	 
	
4.	
Notwithstanding the definition of Purchase Price in Paragraph 2 of the Agreement and the provisions of Paragraph 4 of the Agreement, the parties agree (i) that the Purchase Price will not be increased or decreased by the amount of
any cash transferred by one party to the other pursuant to Paragraph 4 of the Agreement and (ii) that transfer of such cash shall be treated as if it constituted a transfer of Securities (with a Market Value equal to the U.S. dollar amount of such
cash) pursuant to Paragraph 4(a) or (b), as the case may be (including for purposes of the definition of “Additional Purchased Securities”). The interest rate on any cash
transferred pursuant to Paragraphs 4(a) or (b) shall be as agreed by the parties.        
	 	 
	
5.	
The following 2 paragraphs shall be added to Paragraph 9 of the Agreement:     
	 	 


	 	
(c)	
In the case of any Transaction for which the Repurchase Date is other than the business day immediately following the Purchase Date and with respect to which Seller does not have any existing right to substitute substantially the
same Securities for the Purchased Securities, Seller shall have the right, subject to the proviso to this sentence, upon notice to buyer, which notice shall be given at or prior to 10:00 a.m. New York time on such business day, to substitute
substantially the same Securities for any Purchased Securities; provided, however, that Buyer may elect, by the close of business
on the business day notice is received, or by the close of the next business day if notice is given after 10:00 a.m.New York time on such day, not to accept such substitution. In the event such substitution is accepted by Buyer, such substitution shall be made by Seller’s transfer to Buyer of such other Securities and Buyer’s transfer to Seller of such Purchased Securities, and after such substitution, the substituted Securities shall be deemed to be Purchased Securities. In the event Buyer elects not to accept such substitution, Buyer shall offer Seller the right to terminate the Transaction. 
	 	 	 
	 	
(d)	
In the event Seller exercises its right to substitute or terminate under sub-paragraph (c), Seller shall be obligated to pay to Buyer, by the close of the business day of such substitution or termination,   
	 	 	 


17

  








	 	 	
as the case may be, an amount equal to (A) Buyer’s actual cost (including all fees, expenses and commissions) of (i) entering into replacement transactions; (ii) entering into or terminating hedge transactions; and/or (iii)
terminating transactions or substituting securities in like transactions with third parties in connection with or as a result of such substitution or termination, and (B) to the extent Buyer determines not to enter into replacement transactions, the
loss incurred by Buyer directly arising or resulting from such substitution or termination. The foregoing amounts shall be solely determined and calculated by Buyer in good faith.      
	 	 	 
	 	
6.	
Party A will deliver the Confirmations referred to in Paragraph 3(b).  
	 	 	 
	 	
7.	
For the avoidance of doubt, all Collateral, as defined in the IAA, constitutes margin and security for all of Party B’s obligations under this Agreement, provided
that, if a law, rule or regulation requires that Collateral be allocated to a Bear Stearns entity, Collateral shall be so allocated prior to application of such Collateral to Obligations (as defined in the IAA) owed to any other Bear
Stearns entity.  
	 	 	 
	 	
8.	
For the avoidance of doubt, Bear Stearns is not required to enter into, extend, renew or “roll-over” any repurchase or reverse repurchase transaction including, but not limited to, any repurchase or reverse repurchase
transaction done on an “open” or “demand” basis with Party B, notwithstanding past practice or market custom.        
	 	 	 
	 	
9.	
The following additional terms and conditions shall apply:     
	 	 	 


	 	 	
(a)	
Additional Provisions Relating to Events of Default.
	 	 	 	 


	 	 	 	
(i)	
Amendment of Paragraph 11(a). Paragraph 11(a) is amended by:   
	 	 	 	 	 
	 	 	 	 	
(A) adding the words “, which in the case of an
Event of Default with respect to Party B shall be oral notice to ________at (__)
 ______ provided that if that person is not available when called or the phone
 is busy or not answered, Party A shall send a facsimile to that person at (__)
___________, followed by an e-mail notice to that party at the following e-mail
address ________________. Facsimilies and e-mails shall be deemed received  when
the transmitting facsimile or e-mail signals the successful transmission during
normal business hours.”     
	 	 	 	 	 


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(ii)            	
Limitation on Declaration of Event of Default. If a party (“X”) that receives written notice from the other party (“Y”) specifically stating that there has occurred an Event of
Default under Paragraph 11 (vi) as to which Y is the defaulting party, then, notwithstanding anything in Paragraph 17 of the Agreement to the contrary, X shall have no further right pursuant to Paragraph 11 of the Agreement to declare that an Event
of Default has occurred by reason of the specific facts with respect to Y specified in such notice after 30 Business Days have elapsed following the date on which X receives such notice.       
	 	 	 	 	 
	 	 	 	
(iii)           	
Admissions by Officer. Notwithstanding clause (vii) of the introductory paragraph of Paragraph 11 of the Agreement, it will not be an Event of Default unless the admission referred to in such
clause is made by an officer of the relevant party.      
	 	 	 	 	 
	 	 	 	
(iv)            	
Default Market Value. Party B has provided a list of Potential Purchasers or Sellers, as applicable, as identified on Schedule I hereto, to purchase or sell, as applicable, Purchased Securities or
Replacement Securities to or from Party A in connection with the exercise by Party A of its remedies under Paragraph 11(d) of the Agreement. In connection with the exercise of remedies specified in Paragraph 11(d), Party A shall seek bids or offers,
as applicable, from any two of the Potential Purchasers or Sellers, selected by Party A in its sole discretion. A Potential Purchaser or Seller shall be deemed not to be included on Schedule I and therefore not eligible to participate if at the time
Party A is exercising its remedies under Paragraph 11(d): (i) the Potential Purchaser or Seller is not ready, willing and able to purchase or sell (as the case may be) such Purchased Securities or Replacement Securities in accordance with standard
industry practices and standard industry settlement cycles in the amounts offered or solicited; (ii) Party A does not have a business relationship with the Potential Purchaser or Seller that generally includes purchasing and selling securities
similar in type to the Purchased Securities or Replacement Securities in the amount to be        



19











	 	 	 	 	 purchased or sold by Party A in connection with its exercise of remedies under Paragraph 11(d); or (iii) Party A has a preexisting (which may be that day) trading prohibition or any other preexisting (which may be on that day) applicable limitation on trading, whether relating to credit exposure or otherwise, with the Potential Purchaser or Seller or an affiliate thereof. If there are fewer than two Potential Purchasers or Sellers remaining after taking into consideration the factors described above, the foregoing bidding procedure shall not be applicable. Nothing herein shall be construed to prevent Party A from selling to itself or a third party or deeming itself to have sold the Purchased Securities or purchasing from itself or from a third party, or deeming itself to have purchased the Replacement Securities. For the avoidance of doubt, Party A shall not be required to solicit more than two eligible Potential Purchasers or Sellers. 
	 	 	 	 	 




	 	 	(b)	Support for Demand. With respect to any notice requiring such transfer of cash, Additional Purchased Securities or Purchased Securities, Party B may request that Party A provide a statement in reasonable detail setting forth the Market Value of the Purchased Securities of the underlying Transactions and the sources of the prices utilized in its calculation of the Margin Deficit or Margin Excess (as applicable). Upon receipt of such request, Party A shall use its best efforts to provide such statement. For the avoidance of doubt, failure to provide such statement shall not alter Party B’s obligations hereunder or extend the time for performance of its obligations and shall not constitute an Event of Default by Party A. 
	 	 	 	 
	 	 	(c)	Good Faith. Each party shall act in good faith in the enforcement and performance of its rights and obligations under the Agreement. 
	 	 	 	 
	 	 	(d)	Inconsistencies. The rights and remedies which arise under the Institutional Account Agreement executed between the parties (the “IAA”) are in addition to any other rights and remedies granted herein. In the event of any express inconsistency between this Agreement and the IAA) relating to the terms of repurchase transactions, the terms of this Agreement shall supersede, with the exception of 



20











	 	 Paragraphs 3,5,6,7,10, 18, 19 and 24 of the IAA, which

    shall supersede the terms of this Agreement.






	
    BEAR, STEARNS & CO. INC.        	 
        	
      GSC CAPITAL CORP. 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	BY:	 	/s/ David S. Marren
        	 
        	BY:	 	/s/ Frederick Horton
        
	 	 	

  	 	 	 	

	TITLE:	 	
 Senior Managing Director
        	 
        	TITLE:	 	CEO
        
	 	 	

        	
        			

        
	DATE:	 	6/30/05	 
        	DATE:	 	6/30/05
        
	 	 	
	 	 	 	






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Schedule I


22