0001193125-14-167176 Sample Contracts

Contract
Master Repurchase and Securities Contract • April 29th, 2014 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

THIS MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of March 13, 2014 (this “Agreement”), is made by and between PARLEX 5 FINCO, LLC, a Delaware limited liability company (“Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”). Seller and Buyer hereby agree as follows:

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GUARANTEE AGREEMENT
Guarantee Agreement • April 29th, 2014 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

Pursuant to that certain Master Repurchase and Securities Contract, dated as of March 13, 2014 (as amended, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), among Wells Fargo Bank, National Association (as “Buyer”) and Parlex 5 Finco, LLC (as “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 March 13, 2014, by and among Wells Fargo Bank, National Association (the “Custodian”), Buyer and Seller (as amended, 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 in the Custodial Agreement, as the Custodian of Buyer and any future purchaser, on several delivery dates, in accordance with the terms and

SECOND AMENDMENT TO LIMITED GUARANTY
Limited Guaranty • April 29th, 2014 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts

THIS SECOND AMENDMENT TO LIMITED GUARANTY (this “Amendment”), dated as of February 24, 2014 (the “Amendment Effective Date”), is made by and among CITIBANK, N.A., having an address at 388 Greenwich Street, 19th Floor, New York, New York 10013 (together with its successors and/or assigns, “Buyer”) and BLACKSTONE MORTGAGE TRUST, INC., a Maryland corporation, having an address at 345 Park Avenue, New York, New York 10154 (“Guarantor”).

AMENDMENT NO. 1 TO GUARANTEE AGREEMENT
Guarantee Agreement • April 29th, 2014 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

THIS AMENDMENT NO. 1 TO GUARANTEE AGREEMENT (this “Amendment”), dated as of March 3, 2014, is made by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, having an address at 4 New York Plaza, 20th Floor, New York, New York 10004 (together with its successors and/or assigns, “Buyer”) and BLACKSTONE MORTGAGE TRUST, INC., a Maryland corporation, having an address at 345 Park Avenue, New York, New York 10154 (“Guarantor”).

FOURTH AMENDMENT TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • April 29th, 2014 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

This FOURTH AMENDMENT TO MASTER REPURCHASE AGREEMENT (this “Amendment”), dated as of January 31, 2014 (the “Amendment Effective Date”), is made by and among CITIBANK, N.A., having an address at 388 Greenwich Street, 19th Floor, New York, New York 10013 (together with its successors and/or assigns, “Buyer”), PARLEX 2 FINANCE, LLC, a Delaware limited liability company, having an address c/o Blackstone Mortgage Trust, Inc., 345 Park Avenue, New York, New York 10154 (“Seller”) and, for the purpose of acknowledging and agreeing to the provision set forth in Section 3 hereof, BLACKSTONE MORTGAGE TRUST, INC., a Maryland corporation, having an address at 345 Park Avenue, New York, New York 10154 (“Guarantor”).

PARENT GUARANTY AND INDEMNITY made by BLACKSTONE MORTGAGE TRUST, INC., as Guarantor, in favor of MORGAN STANLEY BANK, N.A., as Buyer Paul Hastings LLP
Parent Guaranty and Indemnity • April 29th, 2014 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

This Parent Guaranty and Indemnity (the “Guaranty”) is made as of March 3, 2014 by BLACKSTONE MORTGAGE TRUST, INC., a Maryland corporation (the “Guarantor”) in favor of MORGAN STANLEY BANK, N.A., a national banking association “Morgan Stanley” and together with its successors and assigns, the “Buyer”).

AMENDMENT NO. 2 TO GUARANTEE AGREEMENT
Guarantee Agreement • April 29th, 2014 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts

THIS AMENDMENT NO. 2 TO GUARANTEE AGREEMENT (this “Amendment”), dated as of February 21, 2014 (the “Amendment Effective Date”), is made by and among BANK OF AMERICA, N.A., having an address at One Bryant Park, New York, New York 10036 (together with its successors and/or assigns, “Buyer”) and BLACKSTONE MORTGAGE TRUST, INC., a Maryland corporation, having an address at 345 Park Avenue, New York, New York 10154 (“Guarantor”).

AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES CONTRACT
Master Repurchase and Securities Contract • April 29th, 2014 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of March 21, 2014 (this “Amendment”), between PARLEX 5 FINCO, 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).

MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT between PARLEX 6 UK FINCO, LLC, as Seller, BLACKSTONE MORTGAGE TRUST, INC., as Guarantor, and MORGAN STANLEY BANK, N.A., as Buyer Paul Hastings LLP 75 East 55th Street New York, NY 10022 Dated: March...
Master Repurchase • April 29th, 2014 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

It is intended that this document takes effect as a deed notwithstanding the fact that a party may only execute this document under hand.

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