Browse EX-10 agreements

CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

SECOND AMENDMENT TO MASTER REPURCHASE AND SECURITIES
CONTRACT AGREEMENT

THIS SECOND AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT (this “Amendment”), dated as of June 24, 2026, is by and between MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company (“MSMCH”), as administrative agent (in such capacity, together with its permitted successors and assigns, the “Administrative Agent”) for MORGAN STANLEY BANK, N.A., a national banking association, as buyer (“MSBNA”, together with its successors and assigns and such other financial institutions from time to time party to the Master Repurchase Agreement (as defined below) and their respective successors and assigns, collectively, “Buyers” and individually, each a “Buyer”), and REFT MULBERRY STREET LLC, a Delaware limited liability company, as seller (“Seller”), and acknowledged and agreed to by GOLDMAN SACHS REAL ESTATE FINANCE TRUST INC., a Maryland corporation (“Guarantor”).

W I T N E S S E T H:

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CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

FIRST AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT
AGREEMENT

THIS FIRST AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT (this “Amendment”), dated as of December 11, 2025, is by and between MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company (“MSMCH”), as administrative agent (in such capacity, together with its permitted successors and assigns, the “Administrative Agent”) for MORGAN STANLEY BANK, N.A., a national banking association, as buyer (“MSBNA”, together with its successors and assigns and such other financial institutions from time to time party to the Master Repurchase Agreement (as defined below) and their respective successors and assigns, collectively, “Buyers” and individually, each a “Buyer”), and REFT MULBERRY STREET LLC, a Delaware limited liability company, as seller (“Seller”), and acknowledged and agreed to by GOLDMAN SACHS REAL ESTATE FINANCE TRUST INC., a Maryland corporation (“Guarantor”).

W I T N E S S E T H:

WHEREAS, Administrative Agent, MSBNA and Seller have entered into that certain Master Repurchase and Securities Contract Agreement, dated as of June 6, 2025 (as the same has been or may be amended, modified and/or restated from time to time, the “Master Repurchase Agreement”); and

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Exhibit 10.11

CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

AMENDMENT NO. 2 TO
MASTER REPURCHASE AND SECURITIES CONTRACT

AMENDMENT NO. 2 TO MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of September 9, 2025 (this “Amendment”) by and between REFT WATER STREET LLC, a Delaware limited liability company (“Seller”), and WELLS FARGO 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).

RECITALS

WHEREAS, Seller and Buyer are parties to that certain Master Repurchase and Securities Contract, dated as of March 11, 2025, by and between Seller and Buyer (as amended hereby, and as the same has been and may be further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Repurchase Agreement”);

WHEREAS, Seller and Buyer have agreed, subject to the terms and conditions hereof, that the Repurchase Agreement shall be amended as set forth in this Amendment;

WHEREAS, Goldman Sachs Real Estate Finance Trust Inc., a Maryland corporation (“Guarantor”) has agreed, subject to the terms and conditions hereof, to make the acknowledgements set forth herein.

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Exhibit 10.10

CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

AMENDMENT NO. 1 TO
MASTER REPURCHASE AND SECURITIES CONTRACT

AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of July 23, 2025 (this “Amendment”) by and between REFT WATER STREET LLC, a Delaware limited liability company (“Seller”), and WELLS FARGO 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).

RECITALS

WHEREAS, Seller and Buyer are parties to that certain Master Repurchase and Securities Contract, dated as of March 11, 2025, by and between Seller and Buyer (as amended hereby, and as the same has been and may be further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Repurchase Agreement”);

WHEREAS, Seller and Buyer have agreed, subject to the terms and conditions hereof, that the Repurchase Agreement shall be amended as set forth in this Amendment;

WHEREAS, Goldman Sachs Real Estate Finance Trust Inc., a Maryland corporation (“Guarantor”) has agreed, subject to the terms and conditions hereof, to make the acknowledgements set forth herein.

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CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

GUARANTY

GUARANTY, dated as of March 13, 2026 (this “Guaranty”), made by GOLDMAN SACHS REAL ESTATE FINANCE TRUST INC, a Maryland corporation (“Guarantor”), for the benefit of BANCO SANTANDER, S.A., NEW YORK BRANCH, a branch of a foreign banking institution, as buyer (together with its successors and assigns, “Buyer”).

WITNESSETH:

WHEREAS, (i) Banco Santander, S.A., New York Branch, as buyer (including any successors and permitted assigns, “Buyer”), and (ii) REFT Spruce Street LLC, a Delaware limited liability company (“Seller”), are parties to that certain Uncommitted Master Repurchase Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”);

WHEREAS, Guarantor indirectly owns one hundred percent (100%) of the Capital Stock of Seller;

WHEREAS, Guarantor will benefit, directly and indirectly, from the execution, delivery and performance by Seller of the Transaction Documents, and the transactions contemplated by the Transaction Documents;

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CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

GUARANTY

THIS GUARANTY, dated as of June 6, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), made by GOLDMAN SACHS REAL ESTATE FINANCE TRUST INC., a Maryland corporation (“Guarantor”), in favor of MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, as administrative agent (in such capacity, together with its permitted successors and assigns, the “Administrative Agent”) for MORGAN STANLEY BANK, N.A., a national banking association (“MSBNA”), and such other financial institutions from time to time party to the Repurchase Agreement (as defined below), as buyers (MSBNA, together with its successors and assigns, and together with such other financial institutions from time to time party to the Repurchase Agreement (as defined below) and their respective successors and assigns, collectively “Buyers” and individually, each a “Buyer”).

RECITALS

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CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

GUARANTEE AGREEMENT

GUARANTEE AGREEMENT, dated as of March 11, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by GOLDMAN SACHS REAL ESTATE FINANCE TRUST INC., a Maryland corporation having its principal place of business at c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282 (“Guarantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”) and any of its parent, subsidiary or affiliated companies.

RECITALS

Pursuant to that certain Master Repurchase and Securities Contract, dated as of March 11, 2025, as amended, restated, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), among Buyer and REFT Water Street LLC (“Seller”), Seller has agreed to sell, from time to time, to Buyer certain Purchased Assets, as defined in the Repurchase Agreement, upon the terms and subject to the conditions as set forth therein. Pursuant to the terms of that certain Custodial Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Custodial Agreement”), among Computershare Trust Company, N.A. (the “Custodian”), Buyer and Seller, the Custodian is required to take possession of the Purchased Assets, along with certain other documents

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CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

GUARANTY

GUARANTY (this “Guaranty”), dated as of January 9, 2025 (the “Effective Date”), made by GOLDMAN SACHS REAL ESTATE FINANCE TRUST INC., a Maryland corporation (“Guarantor”), for the benefit of CITIBANK, N.A., a national banking association (“Buyer”).

W I T N E S S E T H:

WHEREAS, Buyer and REFT Charles Street LLC, a Delaware limited liability company (the “Seller”), are parties to that certain Master Repurchase Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Repurchase Agreement”);

WHEREAS, Guarantor indirectly owns one hundred percent (100%) of the Capital Stock of Seller and Guarantor will derive benefits, directly and indirectly, from the execution, delivery and performance by Seller of the Transaction Documents, and the transactions contemplated by the Repurchase Agreement and the other Transaction Documents; and

WHEREAS, it is a condition precedent to the Repurchase Agreement and the consummation of the Transactions thereunder that Guarantor execute and deliver this Guaranty for the benefit of Buyer.

NOW, THEREFORE, for good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Guarantor does hereby agree as follows:

ARTICLE I.

DEFINED TERMS

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NA_DECHERT.33904561.10 Exhibit 10.5 CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. 1635362689.2 UNCOMMITTED MASTER REPURCHASE AGREEMENT Dated as of March 13, 2026 between BANCO SANTANDER, S.A. NEW YORK BRANCH, as Buyer, and REFT SPRUCE STREET LLC, as Seller

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NA_DECHERT.33904561.10 1635362689.2 1635362689.2 TABLE OF CONTENTS Page SECTION 1 APPLICABILITY ..............................................................................................1 SECTION 2 DEFINITIONS ...................................................................................................1 SECTION 3 INITIATION; CONFIRMATION; TERMINATION; EXTENSION.............31 SECTION 4 MARGIN MAINTENANCE ...........................................................................41 SECTION 5 PAYMENTS; COLLECTION ACCOUNT ....................................................43 SECTION 6 REQUIREMENTS OF LAW; EFFECT OF BENCHMARK TRANSITION EVENT; EUROPEAN UNION CAPITAL TREATMENT .................................................................................................46 SECTION 7 SECURITY INTEREST ..................................................................................49 SECTION 8 TRANSFER AND CUSTODY........................................................................51 SECTION 9 SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED

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CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT

among

MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC,

As Administrative Agent,

THE FINANCIAL INSTITUTIONS PARTY HERETO

as Buyers,

and

REFT MULBERRY STREET LLC

as Seller

1635362652.2

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TABLE OF CONTENTS

Page

2.DEFINITIONS1

3.INITIATION; CONFIRMATION; TERMINATION; FEES26

4.MANDATORY PAYMENT OR DELIVERY OF ADDITIONAL ASSETS38

5.INCOME PAYMENTS AND PRINCIPAL PAYMENTS40

6.SECURITY INTEREST42

7.PAYMENT, TRANSFER AND CUSTODY[](#ib

Exhibit 10.3 CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. 1635362637.2 MASTER REPURCHASE AND SECURITIES CONTRACT REFT WATER STREET LLC (“Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, (“Buyer”) Dated as of March 11, 2025

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-i- 1635362637.2 TABLE OF CONTENTS Page ARTICLE 1 APPLICABILITY ..................................................................................................... 1 Section 1.01 Applicability. ....................................................................................... 1 ARTICLE 2 DEFINITIONS AND INTERPRETATION ............................................................. 1 Section 2.01 Definitions............................................................................................ 1 Section 2.02 Rules of Interpretation. ...................................................................... 34 Section 2.03 Rates. .................................................................................................. 36 ARTICLE 3 THE TRANSACTIONS ......................................................................................... 37 Section 3.01 Procedures. ......................................................................................... 37 Section 3.02 Transfer of Purchased Assets; Servicing Rights. ............................... 40 Section 3.03 Maximum Amount.

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Exhibit 10.2 CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. MASTER REPURCHASE AGREEMENT Dated as of January 9, 2025 by and between REFT Charles Street LLC, as Seller, and CITIBANK, N.A., as Buyer

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i TABLE OF CONTENTS Page ARTICLE 1 APPLICABILITY ...................................................................................................... 1 ARTICLE 2 DEFINITIONS ........................................................................................................... 1 ARTICLE 3 ................................................................................................................................... 31 ARTICLE 4 MARGIN MAINTENANCE ................................................................................... 44 ARTICLE 5 PAYMENTS; COLLECTION ACCOUNT ............................................................ 46 ARTICLE 6 SECURITY INTEREST .......................................................................................... 53 ARTICLE 7 TRANSFER AND CUSTODY ................................................................................ 55 ARTICLE 8 SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS ........................................................................................................................................ 55 ARTICLE 9 REPRESENTATIONS AND WARRANTIES

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