AMENDMENT NO. 2 TO AMENDED AND RESTATED MASTER REPURCHASE
AGREEMENT AND OMNIBUS AMENDMENT TO CONFIRMATIONS
AMENDMENT NO. 2 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO CONFIRMATIONS, dated as of October 16, 2017 (this Amendment), by and among PARLEX 15 FINCO, 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).
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 that certain Amendment No. 1 to Amended and Restated Master Repurchase Agreement and Guaranty, dated as of March 24, 2017, as amended hereby, and 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 amend certain provisions of the Repurchase Agreement and the Confirmations relating to the Transactions entered into between Buyer and Seller prior to the date hereof, in the manner set forth herein, and Blackstone Mortgage Trust, Inc. (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, on behalf of itself and each Series Seller that is a party to any Transaction under the Repurchase Agreement, and Buyer hereby agree as follows:
SECTION 1. Amendments to Repurchase Agreement.
(a) Section 2(a) of the Repurchase Agreement is hereby amended by inserting the following new definitions in correct alphabetical order:
Financing Fee shall mean, with respect to any Transaction as of any date, the aggregate amount obtained by daily application of the Financing Fee Rate to the Repurchase Price (excluding Price Differential) for such Transaction (as adjusted from time to time by reductions in the Repurchase Price pursuant to the terms of this Agreement including Sections 3(e), 3(k), 4(b), 5(c)(iii), 5(d)(iii), 5(d)(v) and 5(e)(iv) and increases in the Repurchase Price pursuant to the terms of this Agreement including Sections 3(o) and/or Section 4(c)) on a 360-day-per-year