0001564657-15-000052 Sample Contracts

MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT among MORGAN STANLEY BANK, N.A. as Buyer and MS LOAN NT-II, LLC as Seller
Master Repurchase and Securities Contract Agreement • June 11th, 2015 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York

This Master Repurchase and Securities Contract Agreement (this “Agreement”) is dated as of June 5, 2015 and is made by and among MORGAN STANLEY BANK, N.A., as buyer (“Buyer”) and MS LOAN NT-II, LLC, a Delaware limited liability company, as seller (“Seller”).

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GUARANTY AGREEMENT
Guaranty Agreement • June 11th, 2015 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York

THIS GUARANTY AGREEMENT, dated as of June 5, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), made by NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (“Operating Partnership”) and NORTHSTAR REAL ESTATE INCOME II, INC., a Maryland corporation (“Parent Guarantor”, and together with Operating Partnership, individually, collectively, jointly and severally, as the context requires, “Guarantor”), in favor of MORGAN STANLEY BANK, N.A., a national banking association (together with its permitted successors and assigns, “Buyer”). Any capitalized term utilized herein shall have the meaning as specified in the Repurchase Agreement (as defined below), unless such term is otherwise specifically defined herein.

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