amendmenttogoldmansachs5






                                                                            Exhibit 10.1                                                                                                                                                           EXECUTION VERSION                                                                                               FIFTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT                                      AGREEMENT                 This  Fifth  Amendment  to  Master  Repurchase  and  Securities  Contract  Agreement  (this  “Amendment”), dated as of May 1, 2020 is by and between GOLDMAN SACHS BANK USA, a New  York state-chartered bank, as buyer (“Buyer”), and GP 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, as amended by that certain Fourth Amendment to Master  Repurchase  and  Securities  Contract  Agreement,  dated  as  of  July 16,  2019  (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  are  hereby  added  to  Article  2  of  the Master  Repurchase  Agreement in appropriate alphabetical order:                “Benchmark”  shall  mean,  initially,  LIBOR;  provided,  that  if  a  Benchmark  Transition  Event and its related Benchmark Replacement Date have occurred with respect to LIBOR or the then- current Benchmark, then “Benchmark” shall mean the applicable Benchmark Replacement.                “Benchmark Replacement” shall mean the first alternative set forth in the order below  that can be determined by Buyer as of the Benchmark Replacement Date:          (1)  the sum of (a) Term SOFR and (b) the Benchmark Replacement Adjustment;          (2)  the sum of (a) Compounded SOFR and (b) the Benchmark Replacement Adjustment;          (3)  the sum of (a) the alternate rate of interest that has been selected or recommended by the              Relevant Governmental Body as the replacement for the then-current Benchmark and (b)              the Benchmark Replacement Adjustment;         (4)   the sum of (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment;              or 





 






      (5)   the  sum  of  (a)  the  alternate  rate  of  interest  that  has  been  selected  by  Buyer  as  the              replacement  for  the  then-current  Benchmark  giving  due  consideration  to  the  then-             prevailing market convention for determining a rate of interest as a replacement for the              then-current  Benchmark  for  U.S.  dollar-denominated  floating  rate  CMBS  loans  at  such              time and (b) the Benchmark Replacement Adjustment;         provided  that,  in  the  case  of  clauses  (1) and  (2) above,  such  rate,  or the  underlying  rates        component  thereof,  is  or  are  displayed  on  a  screen  or  other  information  service  that  publishes        such  rate  or  rates  from  time  to  time  as  selected  by  Buyer  in  its  reasonable  discretion,  and        provided, further in all cases that in no event shall the Benchmark Replacement for any Pricing        Rate Period be deemed to be less than zero.                “Benchmark Replacement Adjustment” shall mean the first alternative set forth in the  order below that can be determined by Buyer as of the Benchmark Replacement Date:          (1)   the spread adjustment (which may be a positive or negative value or zero) that has been               selected  or  recommended  by  the  Relevant  Governmental  Body  for  the  applicable               Unadjusted Benchmark Replacement;          (2)   if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback               Rate, then the ISDA Fallback Adjustment; and          (3)        the spread adjustment (which may be a positive or negative value or zero) that has been               selected by Buyer giving due consideration to the then-prevailing market convention for               determining a spread adjustment, or method for calculating or determining such spread               adjustment,  for  the  replacement  of  the  then-current  Benchmark  with  the  applicable               Unadjusted  Benchmark  Replacement  for  U.S.  dollar-denominated  floating  rate  CMBS               loans at such time;         provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other        information service that publishes such Benchmark Replacement Adjustment from time to time as        selected by Buyer in its reasonable discretion.                “Benchmark  Replacement  Conforming  Changes”  shall  mean,  with  respect  to  any  Benchmark Replacement, any technical, administrative or operational changes (including changes to the  definition of “Pricing Rate Determination Date”, the definition of “Pricing Rate Period,” the definition of  “Reference  Time,”  the  timing  and  frequency  of  determining  rates  and  making  payments  of  Price  Differential or interest and other administrative matters) that Buyer decides may be appropriate to reflect  the  adoption  and  implementation  of  such  Benchmark  Replacement  and  to  permit  the  administration  thereof  by  Buyer  in  a  manner  substantially  consistent  with  market  practice  for  repurchase  facilities  or  similar structured finance arrangements for similar assets to the Purchased Assets (or, if Buyer decides  that  adoption  of  any  portion  of  such  market  practice  is  not  administratively  feasible  or  if  Buyer  determines that no market practice for the administration of the Benchmark Replacement exists, in such  other  manner  of  administration  as  Buyer  decides  is  reasonably  necessary  in  connection  with  the  administration of this Agreement and the other Transaction Documents).                “Benchmark Replacement Date” shall mean:         (1)    in  the  case  of  clause  (1) or  (2) of  the  definition  of  “Benchmark  Transition  Event,”  the               later  of  (a) the  date  of  the  public  statement  or  publication  of  information  referenced                                               2 





 






             therein  and  (b) the  date  on  which  the  administrator  of  the  Benchmark  permanently  or               indefinitely ceases to provide the Benchmark; and         (2)    in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of               the public statement or publication of information referenced therein.         For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs  on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark  Replacement Date shall be deemed to have occurred prior to the Reference Time for such determination.                 “Benchmark  Transition  Event”  shall  mean  the  occurrence  of  one  or  more  of  the  following events with respect to the then-current Benchmark:          (1)   a public statement or publication of information by or on behalf of the administrator of               the Benchmark announcing that such administrator has ceased or will cease to provide               the Benchmark, permanently or indefinitely, provided that, at the time of such statement               or  publication,  there  is  no  successor  administrator  that  will  continue  to  provide  the               Benchmark;          (2)   a  public  statement  or  publication  of  information  by  the  regulatory  supervisor  for  the               administrator of the Benchmark, the central bank for the currency of the Benchmark, an               insolvency  official  with  jurisdiction  over  the  administrator  for  the  Benchmark,  a               resolution authority with jurisdiction over the administrator for the Benchmark or a court               or an entity with similar insolvency or resolution authority over the administrator for the               Benchmark,  which  states  that  the  administrator  of  the  Benchmark  has  ceased  or  will               cease to provide the Benchmark permanently or indefinitely, provided that, at the time of               such  statement  or  publication,  there  is  no  successor  administrator  that  will  continue  to               provide the Benchmark; or          (3)   a  public  statement  or  publication  of  information  by  the  regulatory  supervisor  for  the               administrator  of  the  Benchmark  announcing  that  the  Benchmark  is  no  longer               representative.                “Benchmark Transition Notice” shall have the meaning specified in Article 14(a)(iii).                “Compounded SOFR” shall mean the compounded average of SOFRs for a one-month  period,  with  the  rate,  or  methodology  for  this  rate,  and  conventions  for  this  rate  (which  may  include  compounding  in  arrears  with  a  lookback  and/or  suspension  period  as  a  mechanism  to  determine  the  interest  amount  payable  prior  to  the  end  of  each  Pricing  Rate  Period)  being  established  by  Buyer  in  accordance with:           (1)   the  rate,  or  methodology  for  this  rate,  and  conventions  for  this  rate  selected  or               recommended by the Relevant Governmental Body for determining compounded SOFR;               provided that,           (2)   if,  and  to  the  extent  that,  Buyer  determines  that  Compounded  SOFR  cannot  be               determined in accordance with clause (1) above, then the rate, or methodology for this               rate, and conventions for this rate, that Buyer determines are substantially consistent with               at least two currently outstanding U.S. dollar-denominated repurchase facilities or similar               structured finance arrangements at such time for similar assets to the Purchased Assets                (as a result of amendment or as originally executed);                                              3 





 






  provided, further,  that  if  Buyer  decides  that  any  such  rate,  methodology  or  convention  determined  in  accordance  with  clause  (1) or  clause  (2) is  not  administratively  feasible  for  Buyer,  then  Compounded  SOFR  shall  be  deemed  unable  to  be  determined  for  purposes  of  the  definition  of  “Benchmark  Replacement.”                 “ISDA  Definitions”  shall  mean  the  2006  ISDA  Definitions  published  by  the  International  Swaps  and  Derivatives  Association,  Inc.  or  any  successor  thereto,  as  amended  or  supplemented  from  time  to  time,  or  any  successor  definitional  booklet  for  interest  rate  derivatives  published from time to time.                “ISDA  Fallback  Adjustment”  shall  mean  the  spread  adjustment  (which  may  be  a  positive  or  negative  value  or  zero)  that  would  apply  for  derivatives  transactions  referencing  the  ISDA  Definitions to be determined upon the occurrence of an index cessation event with respect to the then- current Benchmark.                “ISDA Fallback Rate” shall mean the rate that would apply for derivatives transactions  referencing  the  ISDA  Definitions  to  be  effective  upon  the  occurrence  of  an  index  cessation  date  with  respect to the then-current Benchmark, excluding the applicable ISDA Fallback Adjustment.                 “Reference  Banks”  shall  mean  any  money  center  banks  selected  by  Buyer  which  are  engaged  in  transactions  in  Eurodollar  deposits  in  the  international  Eurocurrency  market  with  an  established place of business in London.                 “Reference  Time”  shall  mean,  with  respect  to  any  Pricing  Rate  Period,  (x)  if  the  Benchmark is LIBOR, 11:00 a.m. (London time) on the second Business Day preceding the first day of  such Pricing Rate Period, and (y) if the Benchmark is not LIBOR, the date and time determined by Buyer  in accordance with the Benchmark Replacement Conforming Changes.                “Relevant  Governmental  Body” shall  mean  the  Federal  Reserve  Board  and/or  the  Federal  Reserve  Bank  of  New  York,  or  a  committee  officially  endorsed  or  convened  by  the  Federal  Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.                “SOFR”  shall  mean,  with  respect  to  any  day,  the  secured  overnight  financing  rate  published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark  (or  a  successor  administrator),  on  the  website  of  the  Federal  Reserve  Bank  of  New  York  at  http://www.newyorkfed.org, or any successor source.                “Term SOFR” shall mean the forward-looking term rate for a one-month period based  on SOFR that has been selected or recommended by the Relevant Governmental Body.                  “Unadjusted  Benchmark  Replacement”  shall  mean  the  Benchmark  Replacement  excluding the Benchmark Replacement Adjustment.                              (b) The following definitions hereby replace the same existing definitions in Article 2 of  the Master Repurchase Agreement:                 “Availability Period Expiration Date” shall mean May 2, 2021.                “LIBOR” shall mean, with respect to each Pricing Rate Period, the rate determined by  Buyer  to  be  (i)  the per annum  rate  for  one  (1)  month  deposits  in  U.S.  dollars,  which  appears  on  the                                               4 





 






Reuters Screen LIBOR01 Page (or any successor thereto) as the London Interbank Offering Rate as of the  Reference Time (rounded upwards, if necessary, to the nearest 1/1000 of 1%); (ii) if such rate does not  appear on said Reuters Screen LIBOR01 Page, the arithmetic mean (rounded as aforesaid) of the offered  quotations  of  rates  obtained  by  Buyer  from  the  Reference  Banks for  one  (1)  month  deposits  in  U.S.  dollars to prime banks in the London Interbank market as of approximately the Reference Time and in an  amount that is representative for a single transaction in the relevant market at the relevant time; or (iii) if  fewer than two (2) Reference Banks provide Buyer with such quotations, the rate per annum which Buyer  determines  to  be  the  arithmetic  mean  (rounded  as  aforesaid)  of the  offered  quotations  of  rates  which  major banks in New York, New York selected by Buyer are quoting at approximately 11:00 a.m., New  York City time, on the Pricing Rate  Determination Date for loans in U.S. dollars to leading European  banks for a period equal to the applicable Pricing Rate Period in amounts of not less than $1,000,000.00;  provided, that such selected banks shall be the same banks as selected for all of Buyer’s other  customers  where LIBOR is to be applied, to the extent such banks are available.  Buyer’s determination of LIBOR  shall be binding and conclusive on Seller absent manifest error.  LIBOR may or may not be the lowest  rate based upon the market for U.S. dollar deposits in the London Interbank Eurodollar Market at which  Buyer prices loans on the date which LIBOR is determined by Buyer as set forth above.                “Pricing Rate” shall mean for any Pricing Rate Period and any Transaction:                  (a)   during the Availability Period, an annual rate equal to the sum of (i) the greater  of (A) thirty-five hundredths percent (0.35%) and (B) the Benchmark, plus (ii) the relevant Applicable  Spread, in each case, for the applicable Pricing Rate Period for the related Purchased Asset; and                 (b)   during the Amortization Period, an annual rate equal to the sum of (i) the greater  of (A) thirty-five hundredths percent (0.35%) and (B) the Benchmark, plus (ii) the Amortization Period  Additional Percentage, plus (iii) the relevant Applicable Spread, in each case, for the applicable Pricing  Rate Period for the related Purchased Asset.         The Pricing Rate, in any such case, shall be subject to adjustment and/or conversion as provided  in  the  Transaction  Documents  (including,  without  limitation  as provided  in  Article  14)  or  the  related  Confirmation.                “Pricing Rate Determination Date” shall mean with respect to any Transaction, (i) with  respect to the first Pricing Rate Period, the related Purchase Date for such Purchased Asset and (ii) with  respect to any subsequent Pricing Rate Period, (a) if the Benchmark is LIBOR, the second (2nd) Business  Day preceding the first day of such Pricing Rate Period and (b) if the Benchmark is not LIBOR, the time  determined by Buyer in accordance with the Benchmark Replacement Conforming Changes.                (c) The definitions of “Alternative Rate”, “Alternative Rate Transaction”, “Federal  Funds Rate” and “Reserve Interest Rate” in Article 2 of the Master Repurchase Agreement are hereby  deleted in their entirety.                (d) Article 14(a) of the Master Repurchase Agreement is hereby deleted in its entirety  and replaced with the following:                “      (a)    Effect of Benchmark Transition Event.       (i) Benchmark Conversion Election.  Notwithstanding anything to the contrary in  this Agreement or in any other Transaction Document, if a Benchmark Transition Event and its related  Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination  of the Benchmark for any Pricing Rate Period (as determined by Buyer in its sole and absolute discretion                                               5 





 






(which  determination  shall  be  conclusive  and  binding  upon  Seller  absent  manifest  error)),  Buyer  shall  have  the  sole  and  exclusive  right  to  elect  to  replace  the  then-current  Benchmark  with  a  Benchmark  Replacement selected by Buyer for all purposes under this Agreement and under any other Transaction  Document in respect of such determination and all determinations on all subsequent dates (without any  amendment to, or further action or consent of Seller).       (ii) Benchmark Replacement Conforming Changes.  In  connection  with  the  implementation  of  a  Benchmark  Replacement,  Buyer  shall  have  the right to make Benchmark  Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary in this  Agreement  or  in  any  other  Transaction  Documents,  any  amendments  implementing  such  Benchmark  Replacement Conforming Changes shall become effective without any further action or consent of Seller.       (iii) Benchmark Transition Notice.  Buyer shall promptly notify Seller of (A) the  occurrence  of  a  Benchmark  Transition  Event  and  its  related  Benchmark  Replacement  Date,  (B)  the  implementation  of  any  Benchmark  Replacement  and  (C)  the  effectiveness  of  any  related  Benchmark  Replacement  Conforming  Changes  in  connection  with  the  replacement  of  the  then-current  Benchmark  with such Benchmark Replacement (such notice, the “Benchmark Transition Notice”).  From and after  the Benchmark Replacement Date related to such Benchmark Transition Notice, the specified Benchmark  Replacement shall be the Benchmark for all purposes under this Agreement, each of the other Transaction  Documents and every Transaction hereunder.       (iv) Standards for Decisions and Determinations.  Notwithstanding anything to  the  contrary  in  this  Agreement  or  in  any  other  Transaction  Document,  any  determination,  decision  or  election  that  may  be  made  by  Buyer  pursuant  to  this  Article  14(a),  including,  but  not  limited  to,  any  determination of any Benchmark Transition Event, any election to replace the then-current Benchmark  with  a  Benchmark  Replacement,  any  Benchmark  Transition  Notice  or  any  selection  of  the  Benchmark  Replacement,  the  related  Benchmark  Replacement  Adjustment  or  any  related  Benchmark  Replacement  Conforming Changes or any other determination, decision or election with respect to a rate or adjustment  or  of  the  occurrence  or  non-occurrence  of  an  event,  circumstance  or  date  and  any  decision  to  take  or  refrain from taking any action or any selection, shall be conclusive and binding absent manifest error and  may  be  made  in  the  sole  discretion  of  Buyer  without  consent  from  the  Seller.  If  any  Benchmark  Replacement of a Transaction occurs on a day that is not the last day of the then current Pricing Rate  Period  with  respect  to  such  Transaction,  Seller  shall  pay  to  Buyer  such  amounts,  if  any,  as  may  be  required pursuant to Article 14(f) of this Agreement.”                 (e) Article 14(b) of the Master Repurchase Agreement is hereby deleted in its entirety  and replaced with the following:                 “      (b)   Illegality. Notwithstanding any other provision herein, if the adoption of  or  any  change  in  any  Requirement  of  Law  or  in  the  interpretation  or  application  thereof  shall  make  it  unlawful for Buyer to enter into or maintain Transactions as contemplated by the Transaction Documents,  the commitment of Buyer hereunder to enter into new Transactions or, if such adoption of or change in  Requirement of Law makes it unlawful for Buyer to continue to maintain Transactions as contemplated  by this Agreement, to continue Transactions as such shall forthwith be canceled.”                (f) Article 14(c) of the Master Repurchase Agreement is hereby deleted in its entirety  and replaced with the following:                 “      (c)    Increased Costs. If the adoption of or any change in any Requirement of  Law  or  in  the  interpretation  or  application  thereof  by  any  Governmental  Authority  or  compliance  by                                               6 





 






Buyer with any request or directive (whether or not having the force of law) from any central bank or  other Governmental Authority having jurisdiction over Buyer made subsequent to the date hereof:                       (i)  shall  subject  Buyer  or  any  Transferee  to  any  Taxes  (other  than  (A)         Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded         Taxes  and  (C)  Connection  Income  Taxes)  on  its  loans,  loan  principal,  letters  of  credit,         commitments, or other obligation, or its deposits, reserves, other liabilities or capital attributable         thereto;                        (ii)  shall  impose,  modify  or  hold  applicable  any  Reserve  Requirements,  other         reserves, special deposit, compulsory loan or similar requirement against assets held by, deposits         or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any         other  acquisition  of  funds  by,  any  office  of  Buyer  that  is  not otherwise  included  in  the         determination of the Benchmark hereunder; or                       (iii) shall impose on Buyer any other condition;           and the result of any of the foregoing is to increase the cost to Buyer, by an amount that Buyer         deems,  in  the  exercise  of  its  reasonable  business  judgment,  to be  material,  of  entering  into,         continuing or maintaining Transactions or to reduce any amount receivable under the Transaction         Documents in respect thereof; then, in any such case, Seller shall promptly pay Buyer, upon its         demand,  any  additional  amounts  necessary  to  compensate  Buyer  for  such  increased  cost  or         reduced  amount  receivable;  provided,  however,  that  to  the  extent  any  such  determination  by        Buyer  and  imposition  of  such  increased  costs  shall  be  applied  to  all  sellers  under  similar        repurchase facilities with Buyer.  Such notification as to the calculation of any additional amounts        payable pursuant to this subsection shall be submitted by Buyer to Seller and shall be prima facie        evidence  of  such  additional  amounts.   This  covenant  shall  survive  the  termination  of  this         Agreement and the repurchase by Seller of any or all of the Purchased Assets.”                (g) The following is hereby added to Exhibit III-A of the Master Repurchase Agreement  as a sixth bullet:                    “  ●   The  floating  rate  benchmark  or  index  used  to  determine  interest  payments  in                      respect of such Purchased Asset for the preceding calendar month.”           2. Exercise of Renewal Option.  Buyer and Seller acknowledge and agree that pursuant to the  terms of this Amendment Seller has exercised its second and final Renewal Option under Article 3(i)(ii)  of the Master Repurchase Agreement and Seller has no further Renewal Options 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 and Buyer;                (b) Good Standing.  Certificates of existence and good standing and/or qualification to  engage in business for Seller; and                (c) Fees.  Payment by Seller of (i) the Renewal Period Fee on or prior to May 2, 2020  and (ii) the actual costs and expenses, including, without limitation, the reasonable fees and expenses of                                               7 





 






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 Material Adverse Effect, Margin Deficit that is due and payable, Potential Event  of Default or Event of Default under the Repurchase Agreement has occurred and is continuing as of the  date  hereof  or  will  occur  as  a  result  of  the  execution,  delivery  and  performance  by  Seller  of  this  Amendment  and  no  “Termination  Event,”  “Event  of  Default”  or  “Potential  Event  of  Default”  or  any  similar  event  by  Seller,  however  denominated,  has  occurred  and is  continuing  under  any  hedging  transaction as of the date hereof; 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 a Requested Exceptions  Report prior to such date and approved by Buyer).         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.          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.                                               8 





 






      11. 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.          12. No Waiver.  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 Buyer under the Master  Repurchase Agreement or any other Transaction Document, (ii) constitute a waiver of any provision in  the  Master  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, (iii) limit, impair, constitute a waiver by, or  otherwise affect any right or power of Buyer to determine that a Material Adverse Effect, Margin Deficit,  Default or Event of Default has occurred or (iv) alter, modify, amend or in any way affect any of the  terms, conditions, obligations, covenants or agreements contained in the Master Repurchase Agreement  or in any of the other Transaction Document, all of which are ratified and affirmed in all respects and  shall continue in full force and effect.                                                                         [NO FURTHER TEXT ON THIS PAGE]                                               9 





 






                                                                                                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                                                                                                                                                                                                                                                                                        Signature Page to Fifth Amendment to Master Purchase and Securities Contract Agreement                                                





 






                                                                                                                     SELLER:                                                                        GP COMMERCIAL GS LLC, a Delaware limited                                    liability company                                                                                                            By: /s/ Marcin Urbaszek                                        Name: Marcin Urbaszek                                        Title: Chief Financial Officer and Treasurer                                                                                                    [SIGNATURES CONTINUE ON FOLLOWING PAGE]                                                                                                                                                         Signature Page to Fifth Amendment to Master Purchase and Securities Contract Agreement                                     





 






                                                                                                                     AGREED AND ACKNOWLEDGED:                                                                                GUARANTOR:                                                                        GRANITE POINT MORTGAGE TRUST INC., a                                    Maryland corporation                                                                    By: /s/ Marcin Urbaszek                                        Name: Marcin Urbaszek                                        Title: Chief Financial Officer and Treasurer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  Signature Page to Fifth Amendment to Master Purchase and Securities Contract Agreement