EX-10.28





 Exhibit 10.28 

EXECUTION VERSION 

FOURTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT 

THIS FOURTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT (this “Amendment”), dated
as of May 1, 2019, is by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank, as buyer (“Buyer”), and CMTG GS FINANCE LLC, a Delaware limited liability company, as seller
(“Seller”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Master Repurchase Agreement (as defined below). 

W I T N E S S E T H: 

WHEREAS, Seller and Buyer have entered into that certain Master Repurchase and Securities Contract Agreement, dated as of May 31,
2017, as amended by that certain First Amendment to Master Repurchase and Securities Contract Agreement, dated as of May 29, 2018, as further amended by that certain Second Amendment to Master Repurchase and Securities Contract Agreement, dated
as of August 31, 2018, as further amended by that certain Third Amendment to Master Repurchase and Securities Contract Agreement and First Amendment to Guarantee Agreement, dated as of March 12, 2019 (as the same has been or may be
amended, modified and/or restated from time to time, the “Master Repurchase Agreement”); and 
 WHEREAS,
Seller has requested Buyer extend the current Availability Period Expiration Date and Buyer has approved the extension of the current Availability Period Expiration Date, subject to the terms and conditions set forth herein; and 

WHEREAS, in accordance with Section 3(i) of the Master Repurchase Agreement, Seller and Buyer wish to modify certain terms and
provisions therein. 
 NOW, THEREFORE, for good and valuable consideration, the parties hereto agree as follows: 

1. Amendments to Master Repurchase Agreement. The Master Repurchase Agreement is hereby amended as follows: 

(a) Article 2 of the Master Repurchase Agreement is hereby amended by amending and restating, in its entirety, the following defined term:

 “Availability Period Expiration Date” shall mean May 31, 2020, as such date may be extended in accordance
with Article 3(i)(ii) of this Agreement. 
 2. Exercise of Renewal Option. Buyer and Seller acknowledge and agree that
pursuant to the terms of this Amendment Seller has exercised the first of its two successive Renewal Options under Article 3(i)(ii) of the Master Repurchase Agreement and Seller shall have only one (1) remaining Renewal Option available under
Article 3(i)(ii) of the Master Repurchase Agreement. 
 3. Effectiveness. The effectiveness of this Amendment is subject to receipt
by Buyer of the following: 
 (a) Amendment. This Amendment, duly executed and delivered by Seller, Buyer and Guarantor. 












 (b) Fees. Payment by Seller to Buyer of (i) the Renewal Period Fee on or prior
to May 31, 2019 and (ii) the actual costs and expenses, including, without limitation, the reasonable fees and expenses of counsel to Buyer, incurred by Buyer in connection with this Amendment and the transactions contemplated hereby. 

4. Seller Representations. Seller hereby represents and warrants that: 

(a) no Potential Event of Default, Event of Default or Margin Deficit exists, and no Potential Event of Default, Event of Default or Margin
Deficit will occur as a result of the execution, delivery and performance by Seller of this Amendment; 
 (b) the representations and
warranties made by Seller, Pledgor and Guarantor in any of the Transaction Documents are true, correct, complete and accurate in all respects as of the date hereof (except such representations which by their terms speak as of a specified date and
subject to any exceptions disclosed to Buyer in a Requested Exceptions Report prior to such date and approved by Buyer); 
 (c) (i) no
amendments have been made to the organizational documents of Seller since May 31, 2017, (ii) Seller has authority to execute and deliver this Amendment and the other Transaction Documents to be executed and delivered in connection with this
Amendment and (iii) there have been no changes to any of certifications made by Seller pursuant to that certain Officer’s Certificate from a Responsible Officer of Seller dated March 12, 2019; and 

5. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Master Repurchase
Agreement. 
 6. Continuing Effect; Reaffirmation of Guarantee Agreement. As amended by this Amendment, all terms, covenants and
provisions of the Master Repurchase Agreement are ratified and confirmed and shall remain in full force and effect. In addition, any and all guaranties and indemnities for the benefit of Buyer (including, without limitation, the Guarantee Agreement)
and agreements subordinating rights and liens to the rights and liens of Buyer, are hereby ratified and confirmed and shall not be released, diminished, impaired, reduced or adversely affected by this Amendment, and each party indemnifying Buyer,
and each party subordinating any right or lien to the rights and liens of Buyer, hereby consents, acknowledges and agrees to the modifications set forth in this Amendment and waives any common law, equitable, statutory or other rights which such
party might otherwise have as a result of or in connection with this Amendment. 
 7. Binding Effect; No Partnership; Counterparts.
The provisions of the Master Repurchase Agreement, as amended hereby, shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing herein contained shall be deemed or construed
to create a partnership or joint venture between any of the parties hereto. For the purpose of facilitating the execution of this Amendment as herein provided, this Amendment may be executed simultaneously in any number of counterparts, each of
which shall be deemed to be an original, and such counterparts when taken together shall constitute but one and the same instrument. Delivery of an executed counterpart signature page to this Amendment in Portable Document Format (PDF) or by
facsimile transmission shall be effective as delivery of a manually executed original counterpart thereof. 
 8. Further Agreements.
Seller agrees to execute and deliver such additional documents, instruments or agreements as may be reasonably requested by Buyer and as may be necessary or appropriate from time to time to effectuate the purposes of this Amendment. 

  
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 9. Governing Law. The provisions of Article 20 of the Master Repurchase Agreement are
incorporated herein by reference. 
 10. Headings. The headings of the sections and subsections of this Amendment are for convenience
of reference only and shall not be considered a part hereof nor shall they be deemed to limit or otherwise affect any of the terms or provisions hereof. 

11. References to Transaction Documents. All references to the “Repurchase Agreement” or the “Master Repurchase
Agreement” in any Transaction Document, or in any other document executed or delivered in connection therewith shall, from and after the execution and delivery of this Amendment, be deemed a reference to the Master Repurchase Agreement as
amended hereby, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, unless the context expressly requires otherwise. 

12. No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or
remedy of Buyer under the Master Repurchase Agreement or any other Transaction Document, nor constitute a waiver of any provision of the Master Repurchase Agreement or any other Transaction Document by any of the parties hereto. 

[NO FURTHER TEXT ON THIS PAGE] 

  
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 IN WITNESS WHEREOF, the parties have executed this Amendment as of the day first written
above. 
  

			
	BUYER:
	
	GOLDMAN SACHS BANK USA, a New York state-chartered bank
		
	 By:
	 	 /s/ Jeffrey Dawkins

		 	 Name: Jeffrey Dawkins

		 	 Title: Authorized Person



 [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] 

Signature Page to Fourth Amendment to Master Repurchase and Securities Contract Agreement 












 
			
	 SELLER:

	
	CMTG GS FINANCE LLC, a Delaware limited
liability company
		
	 By:
	 	 /s/ J. Michael McGillis

		 	 Name: J. Michael McGillis

		 	 Title: Authorized Signatory















 The undersigned hereby acknowledges the execution of the Amendment and agrees that the
Guarantee Agreement and agreements therein subordinating rights and liens to the rights and liens of Buyer, are hereby ratified and confirmed and shall not be released, diminished, impaired, reduced or adversely affected by this Amendment, and each
party indemnifying Buyer therein, and each party subordinating any right or lien to the rights and liens of Buyer, therein, hereby acknowledges the modifications set forth in this Amendment and waives any common law, equitable, statutory or other
rights which such party might otherwise have as a result of or in connection with this Amendment. In addition, the undersigned reaffirms its obligations under the Guarantee Agreement and agrees that its obligations under the Guarantee Agreement
shall remain in full force and effect and apply to the additional components referenced in this Amendment. 
  

			
	GUARANTOR:
	
	CLAROS MORTGAGE TRUST INC., a Maryland corporation
		
	 By:
	 	 /s/ J. Michael McGillis

		 	 Name: J. Michael McGillis

		 	 Title: Authorized Signatory