SECOND AMENDMENT TO UNCOMMITTED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT
THIS SECOND AMENDMENT TO UNCOMMITTED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT (this Amendment), dated as of February 20, 2019, is by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank, as buyer (Buyer), and FS CREIT FINANCE GS-1 LLC, a Delaware limited liability company, as seller (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 Uncommitted Master Repurchase and Securities Contract Agreement, dated as of January 26, 2018, as amended by that certain First Amendment to Uncommitted Master Repurchase and Securities Contract Agreement, dated as of June 6, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the Master Repurchase Agreement);
WHEREAS, Seller has requested that Buyer increase the Maximum Facility Amount, and Buyer has agreed to increase the Maximum Facility Amount in accordance with the terms and conditions set forth herein; and
WHEREAS, Seller and Buyer wish to modify certain terms and provisions of the Master Repurchase Agreement.
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 Maximum Facility Amount in Article 2 of the Master Repurchase Agreement is hereby deleted in its entirety and replaced with the following:
Maximum Facility Amount shall mean One Hundred Seventy Five Million Dollars ($175,000,000.00), as such amount may be increased to Two Hundred Fifty Million Dollars, pursuant to Article 3(n).
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) Responsible Officer Certificate. A signed certificate from a Responsible Officer of Seller certifying: (i) that no amendments have been made to the organizational documents of Seller since January 26, 2018, unless otherwise stated therein; and (ii) the authority of Seller to execute and deliver this Amendment and the other Transaction Documents to be executed and delivered in connection with this Amendment.
(c) Good Standing. Certificates of existence and good standing and/or qualification to engage in business for the Seller.