AMENDMENT NO. 3 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

Exhibit 10.65

AMENDMENT NO. 3 TO AMENDED AND RESTATED MASTER REPURCHASE

AGREEMENT

AMENDMENT NO. 3 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of October 30, 2018 (this “Amendment”), by and among PARLEX 15 XXXXX, LLC, a Delaware limited liability company, (“Master Seller”), on behalf of itself and each Series Seller, and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a foreign banking institution (“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, Master Seller and Buyer are parties to that certain Amended and Restated Master Repurchase Agreement, dated as of February 9, 2017 which amended and restated that certain Master Repurchase Agreement, dated as of August 2, 2016, by and between Master Seller and Buyer, as amended by Amendment No. 1 to Master Repurchase Agreement and Guaranty, dated as of March 24, 2017, and as further amended by Amendment No. 2 to Amended and Restated Master Repurchase Agreement and Omnibus Amendment to Confirmations, dated as of October 17, 2017 (as the same may be amended, restated, supplemented or otherwise modified and in effect from time to time, the “Repurchase Agreement”);

WHEREAS, Master Seller and Buyer have agreed to further amend certain provisions of the Repurchase Agreement and the Guaranty in the manner set forth herein, and Guarantor hereby agrees to make the acknowledgements set forth herein.

Therefore, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Master Seller, Buyer and Guarantor hereby agree as follows:

SECTION 1. Repurchase Agreement Amendments. Master Seller and Buyer agree as follows with respect to the Repurchase Agreement:

(a) The following definition “Eligible Assignee” shall be added to Article 2(a) of the Repurchase Agreement in the correct alphabetical order.

“Eligible Assignee”: Any of the following Persons designated by Buyer for purposes of the second sentence of Section 18(b): (i) a bank, financial institution, pension fund, insurance company or similar Person regularly engaged in the business of originating, lending against, or owning commercial real estate loans similar to the Purchased Assets, or any Affiliate of any of the foregoing that, in each case, has total shareholders’ equity and/or capital surplus of $400,000,000 or more and (ii) and any Affiliate of Buyer.

(b) The definition of “Maximum Amount,” as set forth in Section 2(a) of the Repurchase Agreement is hereby amended by replacing the dollar figure “$500,000,000” set forth therein with the dollar figure “$510,000,000.00.”.

(c) The following sentence shall be added as a new second sentence of Section 18(b) of the Repurchase Agreement after the first sentence of Section 18(b) of the Repurchase Agreement, as follows:

“In addition to the foregoing, so long as no monetary Default, material non-monetary Default or Event of Default has occurred and is continuing, Buyer shall not assign (but, for avoidance of doubt, may sell participation interests in) its rights and obligations in this Agreement to any Person without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, unless such Person is an Eligible Assignee.”.

SECTION 2. Omnibus Amendment to Confirmations. Clause (G) of the Fourth Amended and Restated Confirmation Statement for the Purchased Loan identified therein as Watchtower A-1 Note shall be deleted in its entirety. Clause (F) of the Confirmation Statement for the Purchased Loan identified therein as Aston Waikiki shall be deleted in its entirety.

SECTION 3. Conditions Precedent. This Amendment and its provisions shall become effective on the date hereof (the “Amendment Effective Date”) provided that this Amendment is duly executed and delivered by a duly authorized officer of each of Master Seller, Buyer and Guarantor.

SECTION 4. Representations, Warranties and Covenants. Each of Seller and Guarantor hereby represents and warrants to Buyer, as of the date hereof, that (i) it is in full compliance with all of the terms and provisions set forth in each Transaction Document to which it is a party on its part to be observed or performed, and (ii) no Default or Event of Default has occurred or is continuing. Each of Seller and Guarantor hereby confirms and reaffirms its representations, warranties and covenants contained in each Transaction Document to which it is a party.

SECTION 5. Acknowledgments of Guarantor. Guarantor hereby acknowledges the execution and delivery of this Amendment by Master Seller and Buyer and Guarantor agrees that it continues to be bound by the Guaranty notwithstanding the execution and delivery of this Amendment and the impact of the changes set forth herein.

SECTION 6. Limited Effect. Except as expressly amended and modified by this Amendment, the Repurchase Agreement, the Guaranty and each of the other Transaction Documents shall continue to be, and shall remain, in full force and effect in accordance with their respective terms; provided, however, that upon the execution of this Amendment, each (x) reference therein and herein to the “Transaction Documents” shall be deemed to include, in any event, this Amendment, (y) each reference to the “Repurchase Agreement” or the “Guaranty” in any of the Transaction Documents shall be deemed to be a reference to the Repurchase Agreement or the Guaranty, as applicable, as amended hereby, and (z) each reference in the Repurchase Agreement or the Guaranty, as applicable, to “this Agreement”, this “Repurchase Agreement”, this “Guaranty”, “hereof”, “herein” or words of similar effect in referring to the Repurchase Agreement shall be deemed to be references to the Repurchase Agreement or the Guaranty, as applicable, as amended by this Amendment.

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SECTION 7. No Novation, Effect of Agreement. The parties hereto have entered into this Amendment solely to amend the terms of the Repurchase Agreement and the Guaranty and do not intend this Amendment or the transactions contemplated hereby to be, and this Amendment and the transactions contemplated hereby shall not be construed to be, a novation of any of the obligations owing by Seller, Guarantor or any of their respective Affiliates (the “Repurchase Parties”) under or in connection with the Repurchase Agreement, the Guaranty or any of the other Transaction Documents. It is the intention of each of the parties hereto that (i) the perfection and priority of all security interests securing the payment of the Repurchase Obligations of the Repurchase Parties under the Repurchase Agreement are preserved, (ii) the liens and security interests granted under the Repurchase Agreement continue in full force and effect, and (iii) any reference to the Repurchase Agreement or the Guaranty, as applicable, in any such Transaction Document shall be deemed to also reference the Repurchase Agreement or the Guaranty, as applicable, as amended by this Amendment.

SECTION 8. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a 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.

SECTION 9. Expenses. Seller agrees to pay and reimburse Buyer for all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with the preparation, execution and delivery of this Amendment in accordance with the Repurchase Agreement.

SECTION 10. GOVERNING LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

[SIGNATURES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.

MASTER SELLER:
PARLEX 15 XXXXX, LLC,     a Delaware limited liability company
By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title:  Managing Director, Head of Capital     Markets and Treasurer
ACKNOWLEDGED AND AGREED:
GUARANTOR:
BLACKSTONE MORTGAGE TRUST, INC.,     a Maryland corporation
By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title:  Managing Director, Head of Capital Markets and Treasurer

[Signature Page - Amendment No. 3 to Amended and Restated Master Repurchase Agreement]

BUYER:
DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH
By:		/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Managing Director
		/s/ Xxxxxx Xxxxxxxxxxx Xxxxx
		Xxxxxx Xxxxxxxxxxx Xxxxx
		Director

[Signature Page - Amendment No. 3 to Amended and Restated Master Repurchase Agreement]