0001104659-17-043610 Sample Contracts

GUARANTEE AGREEMENT
Guarantee Agreement • July 6th, 2017 • Granite Point Mortgage Trust Inc. • Real estate investment trusts • New York

Pursuant to that certain Master Repurchase Agreement and Securities Contract, dated as of June 28, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), by and between Buyer and GP Commercial WF LLC, as seller (“Seller”) and that certain Fee and Pricing Letter (as amended, supplemented or otherwise modified from time to time, the “Fee Letter”) by and between Buyer and Seller, Seller has agreed to sell certain Purchased Assets (as defined in the Repurchase Agreement) to Buyer upon the terms and subject to the conditions as set forth therein. Pursuant to the terms of that certain Custodial Agreement by and among Wells Fargo Bank, National Association, in its capacity as custodian (the “Custodian”), Buyer and Seller (as amended, restated, supplemented or otherwise modified from time to time, the “Custodial Agreement”), the Custodian is required to take possession of the Purchased Assets, along with certain other documents specified

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MASTER REPURCHASE AGREEMENT Between:
Master Repurchase Agreement • July 6th, 2017 • Granite Point Mortgage Trust Inc. • Real estate investment trusts • New York

This is a MASTER REPURCHASE AGREEMENT (the “Agreement”), dated as of November 4, 2016, between TH COMMERCIAL UBS LLC, a Delaware limited liability company (“Seller”) and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (the “Buyer”).

GUARANTY
Guaranty • July 6th, 2017 • Granite Point Mortgage Trust Inc. • Real estate investment trusts • New York

THIS GUARANTY, dated as of June 28, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), made by GRANITE POINT MORTGAGE TRUST INC., a Maryland corporation (“Guarantor”), in favor of MORGAN STANLEY BANK, N.A., a national banking association, as buyer (“Buyer”).

GUARANTY
Guaranty • July 6th, 2017 • Granite Point Mortgage Trust Inc. • Real estate investment trusts • New York

GUARANTY, dated as of June 28, 2017 (this “Guaranty”), made by GRANITE POINT MORTGAGE TRUST, INC., a Maryland corporation (“Guarantor”), for the benefit of CITIBANK, N.A., a national banking association (“Purchaser”).

AMENDED AND RESTATED GUARANTEE AGREEMENT
Guarantee Agreement • July 6th, 2017 • Granite Point Mortgage Trust Inc. • Real estate investment trusts • New York

AMENDED AND RESTATED GUARANTEE AGREEMENT, dated as of June 28, 2017 and effective as of the Effective Date (as defined below) (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by GRANITE POINT MORTGAGE TRUST INC., a Maryland corporation (“Guarantor”) in favor of JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States (“Buyer”).

THIRD AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT
Master Repurchase and Securities Contract • July 6th, 2017 • Granite Point Mortgage Trust Inc. • Real estate investment trusts

THIS THIRD AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT (this “Amendment”), dated as of June 28, 2017, is by and between MORGAN STANLEY BANK, N.A., a national banking association, as buyer (“Buyer”), and TH COMMERCIAL MS II, LLC, a Delaware limited liability company, as seller (“Seller”).

GUARANTY
Guaranty • July 6th, 2017 • Granite Point Mortgage Trust Inc. • Real estate investment trusts • New York

GUARANTY, dated as of June 28, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), made by Granite Mortgage Trust Inc., a Maryland Corporation (the “Guarantor”), in favor of UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (the “Buyer”).

AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • July 6th, 2017 • Granite Point Mortgage Trust Inc. • Real estate investment trusts • New York

AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT, dated as of June 28, 2017 (this “Amendment”), by and between TH COMMERCIAL JPM LLC (“Seller “) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

MASTER REPURCHASE AGREEMENT Dated as of June 28, 2017 by and between GP COMMERCIAL CB LLC, as Seller, and CITIBANK, N.A., as Purchaser
Master Repurchase Agreement • July 6th, 2017 • Granite Point Mortgage Trust Inc. • Real estate investment trusts • New York

MASTER REPURCHASE AGREEMENT, dated as of June 28, 2017 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and between GP COMMERCIAL CB LLC, a Delaware limited liability company (“Seller”), and CITIBANK, N.A., a national banking association (including any successor thereto, “Purchaser”).

MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACT Dated as of June 28, 2017 between GP COMMERCIAL WF LLC, as Seller and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Buyer
Master Repurchase Agreement and Securities Contract • July 6th, 2017 • Granite Point Mortgage Trust Inc. • Real estate investment trusts • New York

THIS MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACT, dated as of June 28, 2017 (as amended, modified, waived, supplemented, extended, restated or replaced from time to time, this “Agreement”), is made by and between GP COMMERCIAL WF LLC, a Delaware limited liability company (as more specifically defined below, (“Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (as more specifically defined below, “Buyer”). Seller and Buyer (each also a “Party” and, collectively, the “Parties”) hereby agree as follows:

GUARANTEE AGREEMENT
Guarantee Agreement • July 6th, 2017 • Granite Point Mortgage Trust Inc. • Real estate investment trusts • New York

THIS GUARANTEE AGREEMENT, dated as of June 28, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by GRANITE POINT MORTGAGE TRUST INC., a Maryland corporation (“Guarantor”), in favor of GOLDMAN SACHS BANK USA, a New York state-chartered bank, as buyer (“Buyer”).

FIRST AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT
Master Repurchase and Securities Contract • July 6th, 2017 • Granite Point Mortgage Trust Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT (this “Amendment”), dated as of June 28, 2017, 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, as seller (“Seller”).

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