gsthfourthamendmenttomra






  FOURTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT                                  AGREEMENT                This Fourth Amendment to Master Repurchase and Securities Contract Agreement (this  “Amendment”), dated as of July 16, 2019 is by and between GOLDMAN SACHS BANK USA, a New  York state-chartered bank, as buyer (“Buyer”), and TH COMMERCIAL GS LLC, a Delaware limited  liability  company (“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 2, 2017, as amended by that certain First Amendment to  Master Repurchase and Securities Contract Agreement, dated as of June 28, 2017, as amended by that  certain  Second  Amendment  to  Master  Repurchase  and  Securities  Contract  Agreement,  dated  as  of  November 16, 2017, as amended by that certain Third Amendment to Master Repurchase and Securities  Contract Agreement, dated as of May 9, 2018 (the “Master Repurchase Agreement”);                WHEREAS, Seller and Buyer wish to modify certain terms and provisions of the Master  Repurchase Agreement.               NOW, THEREFORE, the parties hereto agree as follows:         1. Amendments  to  Master  Repurchase  Agreement.   The  Master  Repurchase  Agreement  is  hereby amended as follows:               (a) The  following  definitions  in  Article  2  of  the  Master  Repurchase  Agreement are  hereby deleted in their entirety and replaced with the following:               “Availability Period Expiration Date” shall mean May 2, 2020, as such date may be              extended in accordance with Article 3(i) of this Agreement.                            “Renewal Period” shall mean the one (1) year period commencing on the day following              the then current Availability Period Expiration Date and expiring on the one (1) year              anniversary of such date.                            (b) In Article 3(i)(iv)(A) of the Master Repurchase Agreement, the reference to “second  (2nd) anniversary” is hereby deleted and replaced with “third (3rd) anniversary”.         2. 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 and Buyer;               (b) Amendment to Fee Letter.  The Second Amendment to Fee Letter, dated as of the  date hereof (the “Fee Letter Amendment”), by and between Buyer and Seller; and               (c) Fees.  Payment by Seller of (i) the applicable Renewal Period Fee, 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.     LEGAL_US_E # 141770557.4    





 






      3. 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; and               (b) all representations and warranties contained in the Master Repurchase Agreement are  true,  correct,  complete  and  accurate  in  all respects  (except  such  representations  which  by  their  terms  speak as of a specified date and subject to any exceptions disclosed to Buyer in an Exception Report prior  to such date and approved by Buyer).         4. Defined  Terms.   Capitalized  terms  used  but  not  otherwise  defined  herein  shall  have  the  meanings given to them in the Master Repurchase Agreement.         5. Continuing Effect; Reaffirmation of Guarantee.  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) 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.         6. 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.         7. 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.                                          2   LEGAL_US_E # 141770557.4    





 






      8. Governing  Law.   The  provisions  of Article  20 of  the Master  Repurchase Agreement  are  incorporated herein by reference.         9. 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.         10. References to Transaction Documents.  All references to 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, unless the context expressly requires otherwise.         11. 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]                                          3   LEGAL_US_E # 141770557.4    





 






                                                                                       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                                         4   LEGAL_US_E # 141770557.4    





 






                                                                                                                   SELLER:                                                                          TH COMMERCIAL GS LLC, a Delaware limited                                     liability company                                                                                                               By: /s/ Marcin Urbaszek ________________                                     Name: Marcin Urbaszek                                     Title: Chief Financial Officer                                            5  LEGAL_US_E # 141770557.4                 





 






                                                                                                                   AGREED AND ACKNOWLEDGED:                                                                                 GUARANTOR:                                                                          GRANITE POINT MORTGAGE TRUST INC., a                                     Maryland corporation                                                                   By:  /s/ Marcin Urbaszek                                                        Name: Marcin Urbaszek                                        Title: Chief Financial Officer                                                                                             6  LEGAL_US_E # 141770557.4