LEGAL_US_E # 130874293.3
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 October 27, 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”).
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 February 18, 2016, as amended by that certain First
Amendment to Master Repurchase and Securities Contract Agreement, dated as of June 30, 2016, as
further amended by that certain Second Amendment to Master Repurchase and Securities Contract
Agreement, dated as of February 21, 2017, as further amended by that certain Third Amendment to
Master Repurchase and Securities Contract Agreement, dated as of June 28, 2017 (as the same has been
or may be further amended, modified and/or restated from time to time, the “Master Repurchase
Agreement”); and
WHEREAS, pursuant to Section 3(w) of the Master Repurchase Agreement, Seller has
the one-time ability to request the increase in the Facility Amount to $600,000,000 in accordance with the
terms and provisions contained therein, and Seller has provided its request thereof to Buyer;
WHEREAS, Seller and Buyer wish to (i) increase the Facility Amount, and (ii) modify
certain other terms and provisions of the Master Repurchase Agreement, as set forth herein.
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) The definition of “Facility Amount” in Article 2 of the Master Repurchase
Agreement is hereby deleted in its entirety and replaced with the following:
“Facility Amount” shall mean Six Hundred Million Dollars ($600,000,000).
2. Conditions Precedent to Amendment. The effectiveness of this Amendment is subject to the
following:
(a) This Amendment shall be duly executed and delivered by Seller and Buyer, and
acknowledged by Guarantor;
(b) Seller shall pay to Buyer the Third Upsize Fee in accordance with the terms and
provisions of the Fee Letter and all other Transaction Costs payable to Buyer in connection with the
negotiation of this Amendment; and
(c) Buyer shall have received such other documents as Buyer may reasonably request.
3. Acknowledgement of Facility Amount Increase. Buyer and Seller hereby acknowledge and
agree that Seller has exercised its rights under Section 3(w) of the Master Repurchase Agreement
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pursuant to this Amendment, and Seller has no further right to request an increase of the Facility Amount
pursuant to Section 3(w) of the Master Repurchase Agreement.
4. Seller Representations. Seller hereby represents and warrants that:
(a) no Default, Event of Default or Margin Deficit exists, and no 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).
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 Guaranty. 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 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 Section 18 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 Master Repurchase Agreement
in any Transaction Document, or in any other document executed or delivered in connection therewith
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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.
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