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                                                                                  SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT AND OTHER                          TRANSACTION DOCUMENTS         SECOND   AMENDMENT  TO      MASTER  REPURCHASE  AGREEMENT          AND  OTHER TRANSACTION DOCUMENTS, dated as of July 15, 2019 (this “Amendment”), by  and among GP COMMERCIAL CB LLC, a Delaware limited liability company (“Seller”), as  seller, CITIBANK, N.A., a national banking association (including any successor and assigns  thereto, “Purchaser”),  as  purchaser, and  acknowledged  and  agreed  to  by GRANITE  POINT  MORTGAGE TRUST, INC., a Maryland corporation (“Guarantor”), as guarantor.  Capitalized  terms used and not otherwise defined herein shall have the meanings given to such terms in the  Repurchase Agreement (as defined below).                                    RECITALS         WHEREAS, Seller and Purchaser entered into that certain Master Repurchase Agreement,  dated as of June 28, 2017 (as amended by the First Amendment to Master Repurchase Agreement  and  Other  Transaction  Documents,  dated  as  of  February  28,  2019, the “Original  Repurchase  Agreement”; as amended by this Amendment and as the same may be further amended, replaced,  restated, supplemented or otherwise modified from time to time, the “Repurchase Agreement”);         WHEREAS,  Seller  and  Purchaser  entered  into  that  certain  Fee  Letter,  dated  as  of  June 28, 2017 (as amended by the First Amendment to Fee Letter, dated as of January 11, 2019,  and the Second Amendment to Fee Letter, dated as of July 15, 2019, and as the same may be further  amended,  replaced,  restated,  supplemented  or  otherwise  modified  from  time  to  time,  the “Fee  Letter”); and         WHEREAS,   Seller  and  Purchaser  each  desire  to  make  certain  modifications  to  the  Original Repurchase Agreement and the other Transaction Documents pursuant to and the terms  and conditions of this Amendment;         WHEREAS,  it  is  a  condition  to  the  effectiveness  of  this Amendment,  that Guarantor  reaffirms the terms and conditions of the Guaranty; and         NOW  THEREFORE,  in  consideration  of  the  foregoing  recitals,  and  other  good  and  valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties  hereto, intending to be legally bound, agree as follows:                                    ARTICLE 1            AMENDMENTS TO ORIGINAL REPURCHASE AGREEMENT         (a)   The  definition of “Stated  Facility  Expiration  Date” set  forth  in Article  2  of  the  Original Repurchase Agreement is hereby amended and restated in its entirety as follows:         “Stated Facility Expiration Date” shall mean July 15, 2022.         (b)   Article 2 of the Original Repurchase Agreement is hereby amended by adding the  following definitions in the appropriate alphabetical order:    25858154.4.BUSINESS                  -1-                                        





 






      “Delaware LLC Act” shall mean Chapter 18 of the Delaware Limited Liability Company        Act, 6 Del. C. §§ 18-101 et seq., as amended.         “Dividing  LLC” shall  mean  a  Delaware  limited  liability  company  that  is  effecting  a        Division pursuant to and in accordance with Section 18-217 of the Delaware LLC Act.         “Division” shall mean the division of a Dividing LLC into two or more domestic limited        liability companies pursuant to and in accordance with Section 18-217 of the Delaware        LLC Act.         (c)   Article 10(h)  of  the  Original  Repurchase  Agreement  is  hereby  amended and  restated in its entirety as follows:               (h)   enter  into  any  transaction  of Division,  merger, consolidation  or        amalgamation or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up        or dissolution) or sell all or substantially all of its assets;         (d)   Article 13(a)(xix) of the Original Repurchase Agreement is hereby amended and  restated in its entirety as follows:               (xix) Merger; Consolidation; Division.  (A) A merger or consolidation of Seller        or Guarantor shall occur and either Guarantor and/or an Affiliate of Guarantor is not the        direct or indirect controlling surviving entity or (B) a Division of Seller or Guarantor shall        occur.                                    ARTICLE 2              AMENDMENT TO OTHER TRANSACTION DOCUMENTS         Each  Transaction  Document is  hereby  amended  such  that  each  reference  to the  “Repurchase Agreement” shall  mean  the  Original  Repurchase Agreement as  amended  by  this  Amendment  and  as  the  same  may  be  further  amended,  replaced,  restated,  supplemented  or  otherwise modified from time to time.                                    ARTICLE 3                               REPRESENTATIONS         (a)   Each of Seller and Guarantor represents and warrants to Purchaser, as of the date  of this Amendment, as follows:               (i)   it is duly authorized to execute and deliver this Amendment and has taken        all necessary action to authorize such execution, delivery and performance;               (ii)  the person signing this Amendment on its behalf is duly authorized to do so        on its behalf;               (iii) the execution, delivery and performance of this Amendment will not violate        any Requirement of Law applicable to it or its organizational documents or any agreement        by which it is bound or by which any of its assets are affected;     25858154.4.BUSINESS                  -2-                                        





 






            (iv)  the execution, delivery and performance of this Amendment will not be in        conflict with, result in a breach of, or constitute (with due notice or lapse of time or both)        a default under, or result in the creation or imposition of any lien of any nature whatsoever        upon any of the property or assets of such Person, pursuant to any such agreement;                (v)   except for those obtained or filed on or prior to the date hereof, such Person        is  not  required  to  obtain  any  consent,  approval  or  authorization from,  or  to  file  any        declaration or statement with, any governmental authority or other agency in connection        with or as a condition to the execution, delivery or performance of this Amendment;                (vi)  this Amendment is  a legal  and binding obligation of such Person and is        enforceable  against  such Person in  accordance  with  its  terms,  except  as  limited  by        bankruptcy, insolvency or other laws of general application relating to the enforcement of        creditors’ rights and subject, as to enforceability, to general principals of equity, regardless        whether enforcement is sought in a proceeding in equity or at law;               (vii) this Amendment has been duly executed and delivered by it;               (viii) no  event  has  occurred  and  is  continuing  which  constitutes  an  Event  of        Default  under  the  Repurchase  Agreement,  the  Fee  Letter  or  any  other  Transaction        Document, or any event that but for notice or lapse of time or both would constitute an        Event of Default; and                (ix)  no change, occurrence, or development exists that, individually or in the        aggregate, could reasonably be expected to have a Material Adverse Effect.         (b)   Seller represents and warrants to Purchaser, as of the date of this Amendment, that  all representations and warranties made by it in Article 9 of the Repurchase Agreement are true  and correct (unless such representation or warranty expressly relates only to an earlier date in  which case Seller represents and warrants to Purchaser that such representation or warranty was  true and correct as of such earlier date);         (a)   Guarantor represents and warrants to Purchaser, as of the date of this Amendment,  that all representations and warranties made by it in the Guaranty are true and correct (unless such  representation  or  warranty  expressly  relates only to  an  earlier  date  in  which  case Guarantor  represents and warrants to Purchaser that such representation or warranty was true and correct as  of such earlier date);                                    ARTICLE 4           REAFFIRMATION, RATIFICATION AND ACKNOWLEDGMENT         (a)   Seller  hereby  (i)  ratifies  and  reaffirms  all  of  its  payment  and  performance  obligations,  contingent  or  otherwise,  and  each  grant  of  security  interests  and  liens  in  favor  of  Purchaser,  under  each  Transaction Document  to  which  it  is  a  party and (ii)  agrees  and  acknowledges  that  such  ratification  and  reaffirmation  is  not  a  condition  to  the  continued  effectiveness of such Transaction Documents.         (b)   Guarantor hereby reaffirms the terms and conditions of the Guaranty.    25858154.4.BUSINESS                  -3-                                        





 






      (c)   Each of Seller and Guarantor hereby (i) agree that  neither such  ratification and  reaffirmation above, as  applicable, nor  Purchaser’s  solicitation  of  such  ratification  and  reaffirmation, constitutes a course of dealing giving rise to any obligation or condition requiring a  similar or any other ratification or reaffirmation from such Seller and/or Guarantor with respect to  any subsequent modifications to the Repurchase Agreement, the Fee Letter or the other Transaction  Documents and (ii) agree and acknowledge that each of the Repurchase Agreement, the Fee Letter,  the Guaranty and the other Transaction Documents shall each remain in full force and effect and  are each hereby ratified and confirmed.                                     ARTICLE 5                                EFFECTIVENESS         This Amendment shall become effective as of the date this Amendment is executed and  delivered  by  a  duly  authorized  officer  of  each  of  Seller, Guarantor  and Purchaser,  along  with  (a) delivery to Purchaser of such other documents as Purchaser reasonably requested prior to the  date  hereof,  including  without  limitation,  an  opinion  of  outside  counsel  to  Seller  reasonably  acceptable to Purchaser as to corporate and enforceability matters and a bring down opinion with  respect to the Bankruptcy Code safe harbors opinion delivered to Purchaser on behalf of Seller and  (b) receipt by Purchaser of payment from Seller of the Second Amendment Additional Upfront  Fee (as defined in the Fee Letter) and an amount equal to the amount of actual costs and expenses,  including, without limitation, the reasonable fees and expenses of counsel to Purchaser, incurred  by Purchaser in connection with this Amendment and the transactions contemplated hereby.                                    ARTICLE 6                                GOVERNING LAW         THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS  OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF  THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH  LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH  STATE (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS  LAW OF THE STATE OF NEW YORK).                                    ARTICLE 7                                MISCELLANEOUS         (a)   Except as expressly amended or modified hereby, the Repurchase Agreement and  the  other  Transaction  Documents  shall  each  be  and  shall  remain  in  full  force  and  effect  in  accordance with their terms.          (b)   Each Seller agrees to pay or cause to be paid, as and when billed by Purchaser and  as a condition precedent to the effectiveness of this Amendment, all reasonable out-of-pocket costs  and  expenses  paid  or  incurred  by  Purchaser  in  connection  with  this  Amendment  and  the  transactions  contemplated  hereby,  including,  without  limitation,  reasonable  outside  counsel  attorneys’ fees and expenses, and documentation costs and charges.         (c)   This  Amendment  may  not  be  amended  or  otherwise  modified,  waived  or  supplemented except as provided in the Transaction Documents.    25858154.4.BUSINESS                  -4-                                        





 






      (d)   This Amendment, the Repurchase Agreement and the other Transaction Documents  contain  the  entire  agreement  of  the  parties  hereto  and  thereto  in  respect  of  the  transactions  contemplated hereby and thereby, and all prior agreements among or between such parties, whether  oral or written are superseded by the terms of this Amendment, the Repurchase Agreement and the  other Transaction Documents. This Amendment contains a final and complete integration of all  prior expressions by the parties with respect to the subject matter hereof and shall constitute the  entire agreement among the parties with respect to such subject matter, superseding all prior oral  or written understandings.         (e)   Wherever possible, each provision of this Amendment shall be interpreted in such  manner as to be effective and valid under applicable law, but if any provision of this Amendment  shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the  extent of such prohibition or invalidity, without invalidating the remainder of such provision or the  remaining provisions of this Amendment.         (f)   Whenever in this Amendment any of the parties hereto is referred to, such reference  shall be deemed to include the legal representatives, and permitted successors and assigns of such  party.  All covenants, promises and agreements in this Amendment, by or on behalf of Seller and  Guarantor, shall inure to the benefit of the legal representatives, successors and permitted assigns  of Purchaser.         (g)   This Amendment may be executed in counterparts, each of which so executed shall  be deemed to be an original, but all of such counterparts shall together constitute but one and the  same instrument.  This Amendment shall be effective and binding as of the date hereof with respect  to each party hereto upon the execution and delivery by such party of its signature page of this  Amendment, without regard to whether the delivery of such signature page occurs before or after  any other party delivers its respective signature page.         (h)   The headings in this Amendment are for convenience of reference only and shall  not affect the interpretation or construction of this Amendment.         (i)   This Amendment is a Transaction Document executed pursuant to the Repurchase  Agreement and shall be construed, administered and applied in accordance with the terms and  provisions of the Repurchase Agreement.         (j)   Nothing contained herein shall affect or be construed to affect any lien, charge or  encumbrance created by any Transaction Document or the priority of any such lien, charge or  encumbrance over any other liens, charges or encumbrances.          (k)   Except  as  specifically  set  forth  in  this Amendment,  the  execution,  delivery  and  effectiveness of this Amendment shall not (i) limit, impair, constitute a waiver by, or otherwise  affect any right, power or remedy of Purchaser under the Repurchase Agreement or any other  Transaction Document, (ii) constitute a waiver of any provision in the Repurchase Agreement or  in any of the other Transaction Documents or of any Default or Event of Default that may have  occurred and be continuing or (iii) alter, modify, amend or in any way affect any of the terms,  conditions, obligations, covenants or agreements contained in the Repurchase Agreement or in any    25858154.4.BUSINESS                  -5-                                        





 






of the other Transaction Document, all of which are ratified and affirmed in all respects and shall  continue in full force and effect.                              [SIGNATURES FOLLOW]   25858154.4.BUSINESS                  -6-                                        





 






                                                                                       IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed  as of the date first above written.                                          SELLER:                                                                                  GP COMMERCIAL CB LLC, a Delaware                                         limited liability company                                                                                                                           By:  /s/ Marcin Urbaszek                                                         Name: Marcin Urbaszek                                            Title: Chief Financial Officer                                                           [SIGNATURES CONTINUED ON FOLLOWING PAGE]                                [Second Amendment to MRA]  





 






                        PURCHASER:                                                    CITIBANK, N.A.                                                                              By:  /s/ Richard B. Schlenger                                     Name: Richard B. Schlenger                             Title: Authorized Signatory                             [SIGNATURES CONTINUED ON FOLLOWING PAGE]                                                                    [Second Amendment to MRA]  





 






           GUARANTOR:                          GRANITE POINT MORTGAGE TRUST,             INC., a Maryland corporation                                       By:  /s/ Marcin Urbaszek                             Name: Marcin Urbaszek                Title: Chief Financial Officer                               [Second Amendment to MRA]