Document

Master Repurchase
Agreement




Septem ber 1996 Version








Dated as of February 21, 2018


Between: Credit Suisse AG, Cayman Islands Branch


and
GCAT Depositor 2017-19, LLC  
..,,......... .......... ........................... ..... ................... -.- ·--- ..




1.   Applicability
From  ti me 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")  agai nst the transfer of funds by Buyer, wi th a simultaneous agreement by Buyer to transfer to Seller such Securities at a da te 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
i n  any  other  annexes  identified  herei n  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 casr. or proceedi ng u nder  any bankruptcy,  insolvency, reorganization,  liquidation, moratori­ um, dissolution. delinq uency  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 substa ntial 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 appoi ntment or election,  (ii)  the commence­ ment  of  any such case or proceeding  against such party, or another seeking such  an appoint­ ment 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 appoint­ ment or election, the issuance of such a protective decree or the entry of an order having a sim­ ilar 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  Pu rchased  Securities",  Securities  provided   by Seller  to  Buyer  pursuant  to  Paragraph 4 (a) hereof ;













(c)"Buyer 's Margin Amou nt", with respect to any Transact.ion 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 Transact.ion 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 su ch 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 meani ng 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 satisfac­ tion of margin maintenance  obligations as provided  in Paragraph 4 hereof  (or, in the
absence of any such agreernent, the deadline for such purposes established  in accordance with market practice) ;


Q) "Market Value", wi th 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 cred ited or 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 dur­ ing the period commencing on (and including)  the Pu rchase Date for such Transaction and ending on  (but excludi ng)  the date of determination  (reduced by any amount of  such Price Differential previously paid by Seller to Buyer wi th respect to such
Transaction)  ;


(i)"Pricing Rate", the per annu m 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 tha n  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:








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a."Purchase Price", (i) on the Purchase Date, the price at which Purchased Securities are transferred  by Seller to Buyer, and  (i i) thereafter, except where Buyer and Seller agree oth­ erwise, such price i ncreased by the amou nt of any cash transferred by Buyer to Seller pur­ suant to Paragraph 4 (b) hereof and decreased by the amou n t of any cash transferred  by Seller to Buyer pursuant  to Paragraph 4 (a) hereof  or applied to reduce Seller's obligations u nder clause (ii) of Paragra ph 5 hereof;


b." Purchased Secu rities", the Securities transferred  by Seller to Buyer in a Transaction here­ under, and any Securities substituted  therefor  i n accordance with Paragraph  9 hereof. The term '; Purchased Securities" with respect to any Transaction at any time also shall include Add i tional 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, i ncluding any date determined  by application of the provisions of Paragraph 3 (c) or 11 hereof;


(r)" Repurchase  Price", the price at which Purchased  Securities are to be transferred from Buyer to Seller u pon termination of a Transaction, which will be determ i ned in each case (including Transactions terminable  upon  dema nd)  as the sum of the Purchase Price and the Price Differential as of the date of such determina tion;


(s)"Seller's Margin Amou nt'', wi th respect to any Transaction as of any date, the amount obtained by application of the Seller's Margi n Percentage to the Repurchase Price for such Transaction  as of such date;


(t)''Seller's Margi n Percentage", with respect to any Transaction as of any date, a percentage (which may be equal to the Buyer's Margi n Percen tage) agreed to by Buyer and Seller or,  i n 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 ora lly or i n writing at the initia­ tion of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securi ties 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 wri tten confirmation  of each Transaction  (a "Confirma tion") . The Confirmation  shall describe the Purchased Securities (including CUSIP nurnber, if any) , identify Buyer and Seller and set forth  (i) the Pu rchase 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 wi th respect to the Transaction to which the Confirmation relates, unless with


September 1996 • Master Repurchase Agreement • 3













respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirma tion and this Agreement, this Agreement shall prevail.


a.In the case of Transactions termina ble u pon demand, such demand shall be made by Buyer or Seller. no later than such time as is customary in accordance with market prac­ tice, by telephone  or otherwise on or prior  to the business day on which such termination wtil be effective. On the date specified i n such demand, or on the date fixed for termina­ tion i n the case of Transa cti ons havi ng a fixed term, termination of the Transaction will
be effected by transfer to Seller or its agent of the Purchased Securities and any Income i n 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.




1.. Ma rgi n Main tenance
a.If at any tirne the aggregate Market Value of all Pu rchased Securities subject to all Transactions in wh ich a particular party hereto is acting as Buyer is less than the aggre­ gate Buyer's Margin Amount for all such Transactions  (a "Margin Deficit") , then Buyer may by notice to Seller requi re Seller in such Transactions , at Seller's option, to transfer to Buyer cash or additional Securities reasona bly acceptable to Buyer  ("Additional
Purchased Securities") , so tha t the cash and aggregate Market Value of the Purchased Securities, including any such Additional  Pu rchased  Securities, will thereupon equal or exceed such aggregate Buyer's Margin Amoun t (decreased by the amount of any Margin Deficit as of such date arising from any Transactions in which such Buyer is acting as
Sel ler) .


b.If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions i n which a particular party hereto is acting as Seller exceeds the aggregate Seller's Margin Amount for all such Transactions at such time (a "Margi n 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 ded uction 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 Tra nsactions in which such Seller is acting as Buyer) .


c.If a ny notice is given by Buyer or Seller und er subparagraph (a) or (b) of this Paragraph at or before the Margin Notice Deadlin e on any business day, the party receiving such notice shall transfer cash or Additional Purchased Securities as provided in such subpara­ graph 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 u pon by Buyer and Seller








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(e)  Seiler and Buyer may agree, with respect to any or all Transactions hereu nder, that the respective righ ts of Buyer or Seller (or both) under subparagraphs (a) and (b) of this Paragraph may be exercised only where a Margin Deficit or Margin Excess, as the case may be. exceeds a specified dollar amount or a specified percentage of the Repu rchase Prices for such Transactions (which amou nt 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  righ ts of Buyer and Seller under subparagraphs  (a) and (b) of this Paragraph to requ ire the elimination of a Margin Deficit or a Margin Excess, as the case may be, may be exercised whenever such a Margin Defici t or Margin Excess exists with respect to any single Transaction  hereunder  (calcula ted  without  regard  to any other Transaction
ou tstanding  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 Secu rities that is not otherwise received by Seller, to the full extent it would be so entitled if the Securities had not been sol d 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 rea­ sonably determine i n its discretion) , on the date such Income is paid  or distributed  either  (i) tra nsfer to or credit to the account of Seller such Income with respect to any Purchased
Secur i ties 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 u pon termination  of such Tra nsaction. Buyer shall not be obligated to take any action pu rsuan t to the preceding sentence  (A) to the extent that such action would  result in the cre­ ation of a Margin Deficit, unless prior  thereto or simultaneously therewith  Seller transfers to Buyer cash or Add i tional  Purchased  Securities sufficient to eliminate such Margin Deficit, or
(B) if an Event of Default with respect to Seller has occurred and is then continuing at the ti me such Income is paid  or distributed.




6.   Security Interest
Al t hough 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 u nder 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 mu tually agreed, all tra nsfers of funds hereunder shall be in immediately availa ble 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 du1y executed instruments of transfer or assignrnent i n blan k and such other documentation as the party receiving possession may reasona bly request, (ii) shall be transferred on the book- entry system of a Federal Reserve Bank, or (iii) shall be transferred by any other met.hod mutually acceptable to Seller and  Buyer


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8.  Segregation of Purchased Securities
To the extent req uired by applicable law, all Purchased Securities in the possession of Seller shall be segregated from other secu rities in its possession and shall be identified as subject to this Agreement. Segregation rnay be accomplished by appropriate identification on the books and records of the holder, incl uding a financial or securities intermediary or a clearing corpo­ ra tion. All of Seller's in terest in the Purchased Securities shall pass to Buyer on the Purchase Date and, unless otherwise agreed by Buyer and Seller, nothi ng in this Agreement shall pre-­
el ude Buyer from engaging in repurchase transactions with the Purchased Securities or other­ wise selling, transferring, pledging or hypothecati ng the Purchased Securities, but no such transaction shall relieve Buyer of its obligations to transfer Purchased Securities to Seller pur· suant 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
Req uired Disclosure for Transactiit? Which the Seller 1
Retains Custody of the Purchased  Securities
Seller  is  not. permitted  to  substitute  other  secut:ities for  those  sulject  to  this Agreement  and  therefore  must  keep  Buyer's securities segregated  at all  ti mes,  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  clay that  Buyer's  securities  are commingled  with  Seller's securities, they  [will]* [may]** be subject to hens granted by Seller to  [its clearing bank]*  [third  parties]**  and  rnay  be  used  by  Seller  for deliveries  on other securities transactions . Whenever   the  securities  are  commingled,  Seller's  ability  to  resegregate substitu te securi ties for Buyer  will  be subject  to Seller's ability to satisfy  [the clear­ ing]*  [anyJ * ' lien  or  to  obtai n substitute securities.
* Language to be used under  17 C.F.R f3403.4 (e) if Seller is a government secu rities broke
LI or de:a l er ot:h-e-r·t:·h an a financial institu tion .



9.Substituti on
used u nd er 17 C.F. R. f3403.5 (d) if Seller is a financial institu tion.   _J



a.Seller may. subject to agreement with and acceptance by Buyer, substitu te other Securities for a ny Pu rchased Securities. Such substitution shall be made by transfer to Buyer of such other Securities and transfer to Seller of such Purchased Securities. After substitu tion, the substitu ted Securities shall be deemed to be Purchased Securi ties.


b.In Transactions  i n which  Seller retains custody of Purchased  Securities, the parties expressly agree that Buyer shall be deemed, for purposes of subparagraph  (a) of this Paragra ph, to have agreed to and accepted i n  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 .






















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10.Representat ions
Each of Buyer and Seller represents and warran ts to the other that (i) it is duly authorized to execu te and deliver this Agreement, to enter into Transactions contemplated hereunder and
to perfor m  its obligations hereu nder and has taken all necessary action to authorize such exe­ cution, delivery and performance,  (ii)  it will engage in such Transactions as principal  (or, if agreed  i n writing,  i n  the form of an annex hereto or otherwise, in advance of any Transaction by the other party hereto, as agent for a disclosed pri ncipal) ,  (iii) the person signing this Agreemen t on its behalf  is d uly 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
requ ired  i n  connection  with  this Agreement  and the Transactions  hereunder  and such autho­ ri zations are in full force and effect and  (v) the execu tion, delivery and performance of this Agreemen t 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 i ts
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.:Even ts of Defa ult
In the event tha t  (i) Seller fails to transfer or Buyer fails to purchase Purchased Securities u pon 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 com ­ ply with Paragraph 4 hereof,  (iv) Buyer fails, after one business day's notice, to comply with Pa ragra ph 5 hereof, (v) an Acl 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 ad mit to the other i ts i nability to, or its intention not to, perform any of its oblig­ ations hereunder  (each an "Event of Defaul t"):


(a)The  nondefault.i ng  party  may,  at  its option  (which  option  shall  be  deemed  to  have  been exercised  im mediately  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  Repu rchase  Date for  each  Transaction  hereunder  shall,  if  it  has  not  already occu rred,  be  deemed  im mediately to occur  (except  tha t, i n  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  a n  Act of  Insolvency)  give  notice  to the
defaul ting party of the exercise of su ch option as promptly as practicable.


(b)In all Transactions i n which the defaulting party i.s 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 i n such Transactions  to repurchase all Pu rchased Securities, at the Repurchase Price therefor oh the Repurchase Da te deter­ mined  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 nondefa ulting party a nd applied to the aggregate unpaid Repurchase  Prices and  any other am ounts owing by the defaulting party  hereu nder, 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 posses­ sion or control.


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a.In all Transactions in which the defaulting party is acting as Buyer, u pon tender by the nondefaulti ng party of payment of the aggregate Repurchase Prices for all such
Tra nsactions, all right, ti tle 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.


b.If the nond efa ulting 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 man ner) at such price or prices as the nondefa ulting party may reasona bly 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 defaul ting party hereunder or (B) in its sole discretion elect, in lieu of selli ng 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 recogni zed source or the most recent closing bid quotation from
such a source, against the aggregate unpaid Repurchase Prices and any other amou nts 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 man­ ner)  at such price or prices as the nondefaulting  party may reasonably deem satisfac·· tory. securities  ("Replacement  Securities")  of the same class and amount as any Purchased  Securities that are not delivered  by the defaulting party to the nondefault­ ing party as req uired hereunder or (B) i n its sole discretion elect. in lieu of purchas­ ing Replacement  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 recen t 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  i n a recognized market, (2) i n the absence of a generally recognized source for prices or bid or offer quo­ tations 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
accr ued Income  (except to the extent contrary to market practice with respect to the rel ··· evant Securities) .


c.As to Transactions in which the defaulting party is acting as Buyer, the defaulting party shall be lia ble to the nondefaulting party for any excess of the price paid (or deemed paid) by the nondefaulting party for Replacement Securi ties over the Repurchase Price for the Purchased Securities replaced thereby and for any amounts payable by the defaul ting party under Paragraph 5 hereof or otherwise hereunder.


d.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






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amou nt 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 sub­ paragra ph (a) of this Paragraph.


a.The defaulti ng par ty shall be liable to the nondefaulti ng party for  (i) the amount of all reasonable  legal or  other expenses incurred  by the nondefaulti ng party  in connection with or as a result of an Even t 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  i n 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 occu rrence of an Event of Default l n respect of a Transaction.


(h)  'fo the extent permitted  by appl icabl e law, the defaulting party shall be liable to the non­ defaulting  party  for interest  on any amounts  owing by the defaulting party  hereunder, from the date the defaulti ng party  becomes liable for such amou nts hereunder  u n til such amou nts are (i) paid i n full by the defaulting party or (ii) satisfied in full by the exercise of the nondefa ulting party's rights hereu nder. In terest on any sum payable  by the default­
i ng par ty to the nondefaulting  party u nder this Paragraph  11(h) shall be at a rate equal to the  greater  of  thf: Prici ng Rate  for  the  relevant  Transaction  or  the  Prime  Rate.


(i)   The nondefaulting party shall have, i n addition to its righ ts hereunder, any rights other ­ wise available to it under any other agreement  or applicable law.




1.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  Transacti.ons 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  i ts  obligations  in  respect  of  each  Transaction  hereu nder, and  that  a  default  in  the  perfor­ mance  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 i n 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.




2.Not ices and Other Com munica t ions
Any and al l notices, statements, demands or other communications hereu nder may be given by a par ty 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 hereun­ der may be made orally, to be confirmed promptly in writing, or by other commu nication as specified i n the precedi ng sentence .






September 1996 • Master Repurchase Agreement • 9













1.Entir e Agreemen t; Severabili ty
This Agreemen t shall supersede  any existi ng agreements between  the parties containing gen­ eral terms and conditions  for repurchase  transactions. Each provision  and  agreement  herein shall be  treated  as separate and independent  from any other provision  or agreement  herein and shall be enforceable  notwithstanding  the unenforceability  of  any such other provision  or agreement.




2.Non-assig na bility ; Termination
a.The rights and obligations of the pa rties u nder this Agreement and under any
Transaction shall not be assigned by either party without. the prior written co,nsent of the other party, and any such assignment withou t 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 inu re to the bene.fit of the parties and their respective successors and assigns. This Agreement may be termi na ted by either party
u pon giving written notice to the other, except that this Agreement shall, notwithstanding su ch notice, remain applicable to any Transactions then outstanding.


b.Subparagra ph (a) of this Paragraph 15 shall not precl ude a party from assigning, charg­ ing or otherwise dealing with all or any part of its interest in any sum payable to it under Paragraph 11 hereof.




3.Governing Law
This Ag reement: 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 im plied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Defa ult and no exercise of any remedy hereu nder by a ny party shall constitu te a waiver of its right to exercise any other remedy hereu nder. No modification or waiver of any provision  of this Agreement and no consent by any party to a departure here­ from shall be effective unless and until such shall be in writing and duly executed by both of the parties hereto. Withou t limitation  on any of the foregoing, the failure to give a notice pur ­ suant to Paragraph 4 (a) or 4 (b) hereof will not constitute a waiver of any right to do so at a
la ter date.




18.Use of Employee Pian 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") i n a Transaction, the Plan Party shall so notify the other party prior to the Tra nsaction. The Plan Pa rty shall represent in writing to the other party that the Transaction does not constitute a prohi bited 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.








! 0 • Seplernber  1 996 • MasLer Repurchase Agreement













(b)Subject to t.he last sentence of subparagraph  (a)  of this Paragraph, any such Transaction shall proceed  only if Seller furn ishes or has furnished to Buyer its most recent available audited  statement  of  its  financial  condition  and  its most  recent  subsequent unaudited statement of  its fina ncial  condition .


(c)By entering into a Transaction  pursuant  to this Paragra ph, Seller shall be deemed  (i) to represent  to Buyer that since the date of Seller's latest such financial statements, there has been no ma terial adverse change in Seller's financial condition which Seller has not dis­ closed to Buyer, and  (ii) to agree to provide Buyer with future audited and unaudited statemen ts of its financial condition as they are issued , so long as it is a Seller in any out­ standing Transaction  involving a Plan Party.




19.Intent
(a)  The parties recognize tha t 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 defi ned i n 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 inapplica­ ble) .


(b)   It is  understood   that  either  party's  right  to  liquidate  Securities  delivered  to  it in  connec­ tion  wi th  Transactions  hereunder  or  to  exercise  any  other  remedies  pursuant  to Paragraph   11 hereof   is a  contractual  right  to  liquidate  such  Transaction  as  described  in Secti ons 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 "i nsured  depository insti­ tu tion," as such term is defined i n the Federal Deposit Insurance Act, as amended
(" FDIA") ,  then  each Transaction  hereu nder  is a  "qualified  financial contract," as that  term
is d efined in FDIA and any rules, orders or policy statemen ts thereu nder (except insofar as the type of assets subject to such Transaction would render such definition inapplica­ ble) .


(d)It is understood  that  this Agreement  constitutes a "netting contract" as defined  in and suqject 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 FDI­ CIA  (except insofar as one or both of the parties  is not a "financial institution" as that term is defi ned in FDICIA) .




20.Disclosure Relat ing 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
\Vith  the Securities and Exchange Commission  ("SEC")  under Section  15 of the Securities Exchange Act of  1934 (" 1934 Act"), the Securities Investor Protection  Corporation has


September 1996 • Master Repurchase Agreement • 11















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/s/ Bik wan Chung Authorized Signatory




































( I '· t    j'   \.:r1  :1l'• I











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 lSC 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.

















Credit Suisse AG, Cayman Islands Branch
GCAT Depositor 2017-19 LLC










By: __  __


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Date: -------------- I ,...,.


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12 • September 1996 • Master Repurchase Agreement