UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025 or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF<br><br>1934 For the transition period from        to

Commission file number 1-14788

Blackstone Mortgage Trust, Inc.

(Exact name of Registrant as specified in its charter)

Maryland	94-6181186
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br><br>Identification No.)

345 Park Avenue

New York, New York 10154

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (212) 655-0220

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)	Name of each exchange on which registered
Class A common stock,	par value $0.01 per share	BXMT	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the

preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past

90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-

T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging

growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of

the Exchange Act:

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over

financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit

report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect

the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of

the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ☐  No ☒

The aggregate market value of the outstanding class A common stock held by non-affiliates of the registrant was approximately $3.2 billion as of June 30, 2025 (the

last business day of the registrant’s most recently completed second fiscal quarter) based on the closing sale price on the New York Stock Exchange on that date.

As of February 4, 2026, there were 168,738,642 outstanding shares of class A common stock.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this annual report on Form 10-K incorporates information by reference from the registrant’s definitive proxy statement with respect to its 2026 annual

meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the close of the registrant’s fiscal year.

Table of Contents

		Page
PART I.
ITEM 1.	BUSINESS	3
ITEM 1A.	RISK FACTORS	9
ITEM 1B.	UNRESOLVED STAFF COMMENTS	81
ITEM 1C.	CYBERSECURITY	82
ITEM 2.	PROPERTIES	83
ITEM 3.	LEGAL PROCEEDINGS	83
ITEM 4.	MINE SAFETY DISCLOSURES	83
PART II.
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER<br><br>MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	84
ITEM 6.	[Reserved]	84
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND<br><br>RESULTS OF OPERATIONS	85
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	120
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	122
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND<br><br>FINANCIAL DISCLOSURE	122
ITEM 9A.	CONTROLS AND PROCEDURES	122
ITEM 9B.	OTHER INFORMATION	123
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	123
PART III.
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	124
ITEM 11.	EXECUTIVE COMPENSATION	124
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT<br><br>AND RELATED STOCKHOLDER MATTERS	124
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR<br><br>INDEPENDENCE	124
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	124
PART IV.
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	125
ITEM 16.	FORM 10-K SUMMARY	136
SIGNATURES		137
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES		F-1

1

Forward-Looking Information; Risk Factor Summary

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the

Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as

amended, or the Exchange Act, which involve certain known and unknown risks and uncertainties. Forward-looking

statements predict or describe our future operations, business plans, business and investment strategies and portfolio

management and the performance of our investments. These forward-looking statements are generally identified by their

use of such terms and phrases as “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “seeks,”

“anticipates,” “will,” “should,” “could,” “may,” “designed to,” “foreseeable future,” “believe,” “scheduled” and similar

expressions. Our actual results or outcomes may differ materially from those anticipated. You are cautioned not to place

undue reliance on these forward-looking statements, which speak only as of the date the statement was made. We assume

no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future

events or otherwise, except as required by law.

Our actual results may differ significantly from any results expressed or implied by these forward-looking statements. A

summary of the principal risk factors that make investing in our securities risky and might cause our actual results to differ

is set forth below. The following is only a summary of the principal risks that may materially adversely affect our business,

financial condition, results of operations and cash flows. This summary should be read in conjunction with the more

complete discussion of the risk factors we face, which are set forth in the section entitled “Risk Factors” in this report.

•Fluctuations in interest rates and credit spreads have reduced and in the future could reduce our ability to generate

income on our loans and other investments, which could lead to a significant decrease in our results of operations,

cash flows and the market value of our investments and may limit our ability to pay dividends to our stockholders.

•Adverse changes in the real estate and real estate capital markets, in North America, Europe, and Australia in

particular, could negatively impact our performance by making it more difficult for borrowers and tenants to

satisfy their debt and lease obligations, which could result in losses on our investments and/or make it more

difficult for us to generate consistent or attractive risk-adjusted returns.

•Our results of operations, financial condition, liquidity position, and business could be materially adversely

affected if we experience (i) difficulty accessing funding or raising capital, including due to a significant

dislocation in or weakness in the capital markets, (ii) a reduction in the yield on our investments, (iii) an increase

in the cost of our financing, (iv) an inability to borrow incremental amounts or an obligation to repay amounts

under our financing arrangements, or (v) defaults by borrowers in paying debt service on outstanding loans.

•Events giving rise to increases in our current expected credit loss reserve, including the impact of the current

economic environment, have had an adverse effect on our business and results of operations and could in the

future have a material adverse effect on our business, financial condition and results of operations.

•If we are unable to successfully integrate new assets or businesses and manage our growth, our results of

operations and financial condition may suffer.

•We have in the past and may in the future foreclose on certain of the loans we originate or acquire, which could

result in losses that negatively impact our results of operations and financial condition.

•We are subject to risks inherent in the ownership and operation of real estate.

•Our lending and investment activities subject us to the general political, economic, capital markets, competitive

and other conditions in the United States and foreign jurisdictions where we invest, including with respect to any

events that markedly impact United States or foreign financial markets.

•Adverse legislative or regulatory developments, including with respect to tax laws, securities laws, and the laws

governing financial and lending institutions, could increase our cost of doing business and/or reduce our operating

flexibility and the price of our class A common stock.

•Acts of God such as hurricanes, earthquakes, floods and other natural disasters, pandemics or outbreaks of

infectious disease, acts of war and/or terrorism and other events that can markedly impact financial markets may

cause unanticipated and uninsured performance declines and/or losses to us or the owners and operators of the real

estate securing our investments.

•Deterioration in the performance of properties securing our investments may cause deterioration in the

performance of our investments, instances of default or foreclosure on such properties and, potentially, principal

losses to us.

•Adverse developments in the availability of desirable investment opportunities whether they are due to

competition, regulation or otherwise, could adversely affect our results of operations.

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•Increased competition from entities engaged in mortgage lending and/or investing in assets similar to ours may

limit our ability to originate or acquire desirable loans and investments or dispose of investments, and could also

affect the yields of these investments and have a material adverse effect on our business, financial condition and

results of operations.

•Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance

on joint venture partners’ financial condition and liquidity and disputes between us and our joint venture partners.

•We are subject to conflicts of interest, or conflicting loyalties, arising out of our relationship with Blackstone and

these conflicts may not be identified or resolved in a manner favorable to us.

•We compete with and enter into transactions with existing and future private and public investment vehicles

established and/or managed by Blackstone or its affiliates, which may present various conflicts of interest that

restrict our ability to pursue certain investment opportunities or take other actions that are beneficial to our

business and/or result in decisions that are not in the best interests of our stockholders.

•Loans or investments involving international real estate-related assets are subject to special risks that we may not

manage effectively, including currency exchange risk, the burdens of complying with international regulatory

requirements, risks related to taxation and certain economic and political risks, which could have a material

adverse effect on our results of operations and financial condition and our ability to make distributions to our

stockholders.

•If we do not maintain our qualification as a REIT, we will be subject to tax as a regular corporation and could face

a substantial tax liability. Our taxable REIT subsidiaries are subject to income tax.

•If we do not maintain our exclusion from registration under the Investment Company Act of 1940, as amended, or

the Investment Company Act, we will be subject to significant regulation and restrictions on our business and

investments.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee

future results, levels of activity, performance, or achievements. We caution you not to place undue reliance on these

forward-looking statements. All written and oral forward-looking statements attributable to us or persons acting on our

behalf are qualified in their entirety by these cautionary statements. Moreover, unless we are required by law to update

these statements, we will not necessarily update or revise any forward-looking statements included or incorporated by

reference in this Annual Report after the date hereof, either to conform them to actual results or to changes in our

expectations. We urge you to carefully consider the foregoing summary together with the risks discussed in Part I., Item

1A. Risk Factors and Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations.

Website Disclosure

We use our website (www.blackstonemortgagetrust.com) as a channel of distribution of company information. The

information we post through this channel may be deemed material. Accordingly, investors should monitor this channel, in

addition to following our press releases, Securities and Exchange Commission, or SEC, filings and public conference calls,

and webcasts. In addition, you may automatically receive email alerts and other information about Blackstone Mortgage

Trust when you enroll your email address by visiting the “Contact Us and Email Alerts” section of our website at http://

ir.blackstonemortgagetrust.com. The contents of our website and any alerts are not, however, a part of this report.

3

PART I.

ITEM 1.BUSINESS

References herein to “Blackstone Mortgage Trust,” “company,” “we,” “us,” or “our” refer to Blackstone Mortgage Trust,

Inc., a Maryland corporation, and its subsidiaries unless the context specifically requires otherwise.

Our Company

Blackstone Mortgage Trust is a real estate finance company that originates, acquires, and manages senior loans and other

debt or credit-oriented investments collateralized by or relating to commercial real estate in North America, Europe, and

Australia. Our portfolio is composed primarily of senior loans secured by high-quality, institutional assets located in major

markets, and sponsored by experienced, well-capitalized real estate investment owners and operators. We finance our

investments in a variety of ways, including borrowing under secured credit facilities, issuing collateralized loan obligations,

or CLOs, other securitization transactions, syndicating senior loans and/or participations, and other forms of asset-level

financing, depending on our view of the most prudent financing option available for each of our investments. We are

externally managed by BXMT Advisors L.L.C., or our Manager, a subsidiary of Blackstone Inc., or Blackstone, and are a

real estate investment trust, or REIT, traded on the New York Stock Exchange, or NYSE, under the symbol “BXMT.” Our

principal executive offices are located at 345 Park Avenue, New York, New York 10154.

We conduct our operations as a REIT for U.S. federal income tax purposes. We generally will not be subject to U.S. federal

income taxes on our taxable income to the extent that we annually distribute all of our net taxable income to stockholders

and maintain our qualification as a REIT. We also operate our business in a manner that permits us to maintain an

exclusion from registration under the Investment Company Act. We are organized as a holding company and conduct our

business primarily through our various subsidiaries. We operate our business as one segment, which originates and

acquires commercial mortgage loans and related investments.

Our Manager

We are externally managed and advised by our Manager, which is responsible for our business and investment activities,

our day-to-day operations, and providing us the services of our executive management team, investment team, and other

personnel.

Our Manager is an affiliate of Blackstone, a leading global investment manager with $1.3 trillion of total assets under

management as of December 31, 2025.

We benefit from the deep knowledge, experience and information advantages of our Manager, which is a part of

Blackstone Real Estate. Blackstone Real Estate was founded in 1991 and is the world’s largest owner of commercial real

estate, with $319.3 billion of investor capital under management as of December 31, 2025. Blackstone Real Estate operates

as one globally integrated business with 787 real estate professionals globally as of December 31, 2025 and investments in

North America, Europe, Asia and Latin America. In the United States, Blackstone Real Estate is one of the largest owners

of rental housing, industrial, office, hospitality and retail assets.

Blackstone Real Estate Debt Strategies, or BREDS, was launched in 2008 within Blackstone Real Estate to pursue

opportunities relating to real estate debt investments globally, with a focus primarily on North America and Europe. Our

Manager’s Investment Committee is composed of some of the most senior and experienced investment professionals at

Blackstone, including Kenneth Caplan (Global Co-Chief Investment Officer of Blackstone), Nadeem Meghji (Global Head

of Blackstone Real Estate), Timothy S. Johnson (Global Head of BREDS and our Chief Executive Officer and Chairperson

of our board of directors), and Giovanni Cutaia (President of Blackstone Real Estate). As of December 31, 2025, 176

dedicated BREDS professionals, including 27 investment professionals based in London and Australia, managed

$77.5 billion of investor capital. The market-leading real estate expertise derived from the strength of the Blackstone

platform deeply informs our credit and underwriting process, and we believe it gives us the tools to manage the assets in

our portfolio and work with our borrowers throughout periods of economic stress and uncertainty.

Our chief executive officer, chief financial officer, president and other officers are senior Blackstone Real Estate

professionals. None of our Manager, our executive officers, or other personnel supplied to us by our Manager are obligated

to dedicate any specific amount of time to our business. Our Manager is subject to the supervision and oversight of our

board of directors and has only such functions and authority as our board of directors delegates to it. Pursuant to a

management agreement between our Manager and us, or our Management Agreement, our Manager is entitled to receive a

4

base management fee, an incentive fee, and expense reimbursements. See Notes 16 and 21 to our consolidated financial

statements and the information required to be disclosed pursuant to Item 13. “Certain Relationships and Related

Transactions, and Director Independence” in our definitive proxy statement with respect to our 2026 annual meeting of

shareholders, which is incorporated by reference into this Annual Report on Form 10-K, for more detail on the terms of the

Management Agreement.

Our Investment Strategy

Our investment strategy is to originate, acquire, and manage senior loans and other debt or credit-oriented investments

collateralized by or relating to commercial real estate in North America, Europe and Australia. Through our Manager, we

draw on Blackstone’s extensive real estate investment platform and its established sourcing, underwriting, and structuring

capabilities in order to execute our investment strategy. In addition, we have access to Blackstone’s extensive network and

operational information from Blackstone’s substantial real estate and other investment holdings, which provide our

Manager access to market data on a scale generally not available to others in the market.

Our primary strategy is to directly originate, co-originate, and acquire senior loans in conjunction with acquisitions,

refinancings, and recapitalizations of commercial real estate in North America, Europe, and Australia, with a focus on

performing loans that are secured by high-quality, institutional assets located in major markets, and sponsored by

experienced, well-capitalized real estate investment owners and operators. We believe that the scale and flexibility of our

capital, as well as our Manager’s and Blackstone’s relationships, enable us to target opportunities with strong sponsorship

and invest in large loans or other debt that is collateralized by high-quality assets and portfolios and, as market conditions

evolve over time, to adapt as appropriate.

We believe our current investment strategy will produce significant opportunities to make investments with attractive risk-

return profiles. However, to capitalize on the investment opportunities that are present at various points of an economic

cycle and/or to further diversify our earnings composition, we have in the past expanded or changed our investment

strategy by targeting other real estate debt or credit-oriented investments and may continue to do so.

We believe that the diversification of our investment portfolio, our ability to actively manage those investments, and the

flexibility of our strategy position us to generate a compelling risk-adjusted return for our stockholders in a variety of

market conditions over the long term.

Our Investment Portfolio

Our investment portfolio is primarily comprised of senior, floating rate mortgage loans that are secured by a first priority

mortgage on commercial real estate assets in North America, Europe, and Australia. These investments may be in the form

of whole loans, pari passu participations within mortgage loans, or other similar structures. Although originating senior,

floating rate mortgage loans is our primary area of focus, we may also originate or acquire fixed rate loans and subordinate

loans, including subordinate mortgage interests and mezzanine loans, as well as other real estate, real estate debt or real

estate credit-oriented investments.

Loan Portfolio

Our Loan Portfolio consists of 131 loans with a total principal balance of $18.2 billion. During the year ended

December 31, 2025, we originated or acquired $5.7 billion of loans. Loan fundings during the year totaled $5.6 billion,

with loan repayments and sales of $6.1 billion, for net repayments of $452.8 million.

Owned Real Estate

As part of our portfolio management strategy to maximize economic outcomes, from time to time, we may hold certain

owned real estate investments, in some cases resulting from us acquiring title to or taking control of a loan’s underlying

real estate collateral. During the year ended December 31, 2025, we acquired or otherwise consolidated five owned real

estate assets with an aggregate acquisition date fair value of $654.3 million. As of December 31, 2025, we held 12 owned

real estate assets with an aggregate carrying value of $1.3 billion, for which we were previously the lender on an associated

mortgage loan.

5

Bank Loan Portfolio Joint Venture

In the second quarter of 2025, we entered into a joint venture, or our Bank Loan Portfolio Joint Venture, with a Blackstone-

advised investment vehicle to acquire portfolios of performing commercial mortgage loans. Our Bank Loan Portfolio Joint

Venture is recorded as an investment in unconsolidated entities on our consolidated balance sheets. During the year ended

December 31, 2025, our Bank Loan Portfolio Joint Venture acquired two bank loan portfolios totaling $2.0 billion across

593 performing senior commercial mortgage loans from regional banks, our share of which is $719.4 million. Our

aggregate ownership interest in our Bank Loan Portfolio Joint Venture was 35% as of December 31, 2025.

Net Lease Joint Venture

In the fourth quarter of 2024, we entered into a joint venture, or our Net Lease Joint Venture, with a Blackstone-advised

investment vehicle to invest in triple net lease properties. Our Net Lease Joint Venture is recorded as an investment in

unconsolidated entities on our consolidated balance sheets. During the year ended December 31, 2025, the Net Lease Joint

Venture acquired 178 properties with an aggregate purchase price of $421.8 million. Our aggregate ownership interest in

our Net Lease Joint Venture was 75% as of December 31, 2025.

Financing Strategy

To maintain an adequate amount of available liquidity and execute our business plan, we look to a variety of capital

sources. In addition to raising capital through public offerings of our equity and debt securities, our financing strategy

includes secured debt, securitizations, and asset-specific financings, as well as senior term loan facilities, senior secured

notes, and convertible notes.  We finance our investments in a variety of ways, including borrowing under secured credit

facilities, issuing CLOs, other securitization transactions, syndicating senior loans and/or participations, and other forms of

asset-level financing, depending on our view of the most prudent financing option available for each of our investments. In

addition to our current mix of financing sources, we also may access additional forms of financings including

resecuritizations and public and private, secured and unsecured debt issuances by us or our subsidiaries.

During the year ended December 31, 2025, we (i) issued a $1.0 billion CLO securitization, (ii) increased our aggregate

borrowing capacity by $414.0 million as a result of closing two new secured credit facilities, increasing the size of one of

our existing secured credit facilities, and terminating one of our existing secured credit facilities, and (iii) borrowed an

additional $91.0 million under our term loan facilities while reducing the weighted-average spread and extending the

weighted-average maturity. We also lowered the cost of our portfolio financings throughout the year, with a weighted-

average spread of +1.83% over respective benchmark rates on our $10.1 billion of secured debt, as of December 31, 2025,

relative to +1.92% as of December 31, 2024.

As of December 31, 2025, we had total liquidity of $1.0 billion with no corporate debt maturities until 2027.

The following table details our outstanding portfolio financing arrangements as of December 31, 2025 ($ in thousands):

	Portfolio Financing<br><br>Outstanding Principal Balance
	December 31, 2025
Secured debt	$10,125,839
Securitizations	2,149,496
Asset-specific debt	999,810
Total portfolio financing	$13,275,145

The amount of leverage we employ for particular assets will depend upon our assessment of the credit, liquidity, price

volatility, and other risks of those assets and the related financing structure, the availability of particular types of financing

at the time, and the financial covenants under our credit facilities. Our decision to use leverage to finance our assets will be

at our discretion and will not be subject to the approval of our stockholders. We currently expect that our leverage, on a

debt-to-equity basis, which is defined as the ratio of (i) total outstanding secured debt, asset-specific debt, term loans,

senior secured notes, and convertible notes, less cash, to (ii) total equity, will generally be below a ratio of 4-to-1. We will

6

endeavor to match the tenor, currency, and indices of our assets and liabilities, including in certain instances through the

use of derivatives. We will also seek to limit the risks associated with recourse borrowing.

From time to time, we engage in hedging transactions that seek to mitigate the effects of fluctuations in currencies or

interest rates on our cash flows and asset values. These hedging transactions could take a variety of forms, including swaps

or cap agreements, options, futures contracts, forward rate or currency agreements, or similar financial instruments.

Floating Rate Loan Portfolio

Generally, our business model is such that rising interest rates will increase our net income, while declining interest rates

will decrease net income. As of December 31, 2025, 97% of our Loan Portfolio, by principal balance, earned a floating rate

of interest and was financed with liabilities that pay interest at floating rates, which resulted in an amount of net equity that

is positively correlated to changing interest rates, subject to the impact of interest rate floors on certain of our floating rate

loans.

Investment Guidelines

Our board of directors has approved the following investment guidelines:

•we shall seek to invest our capital in a broad range of investments in, or relating to, public and/or private debt,

non-controlling equity, loans and/or other interests (including “mezzanine” interests and/or options or derivatives

related thereto) relating to real estate assets (including pools thereof and equity interests in net lease assets), real

estate companies, and/or real estate-related holdings;

•prior to the deployment of capital into investments, we may cause our capital to be invested in any short-term

investments in money market funds, bank accounts, overnight repurchase agreements with primary federal reserve

bank dealers collateralized by direct U.S. government obligations and other instruments or investments reasonably

determined to be of high quality;

•not more than 25% of our equity, as defined in the Management Agreement, will be invested in any individual

investment without the approval of a majority of the investment risk management committee of our board of

directors (it being understood, however, that for purposes of the foregoing concentration limit, in the case of any

investment that is comprised (whether through a structured investment vehicle or other arrangement) of securities,

instruments or assets of multiple portfolio issuers, such investment for purposes of the foregoing limitation shall

be deemed to be multiple investments in such underlying securities, instruments and assets and not such particular

vehicle, product or other arrangement in which they are aggregated);

•any investment in excess of $350.0 million shall require the approval of a majority of the investment risk

management committee of our board of directors;

•no investment shall be made that would cause us to fail to qualify as a REIT under the Internal Revenue Code of

1986, as amended, or the Internal Revenue Code; and

•no investment shall be made that would cause us or any of our subsidiaries to be regulated as an investment

company under the Investment Company Act.

These investment guidelines may be amended, restated, modified, supplemented or waived upon the approval of a majority

of our board of directors, which must include a majority of the independent directors, without the approval of our

stockholders.

Competition

We operate in a competitive market for lending and investment opportunities, which may intensify. In originating or

acquiring our investments, we compete for opportunities with a variety of institutional lenders and investors, including

other REITs, specialty finance companies, public and private funds, commercial and investment banks, commercial finance

and insurance companies and other financial institutions (including investment vehicles managed by affiliates of

Blackstone). Some of our competitors have raised, and may in the future raise, significant amounts of capital, and may

have investment objectives that overlap with ours, which may create additional competition for lending and investment

opportunities. Some competitors may have a lower cost of capital and access to funding sources that are not available to us,

such as the U.S. government. Many of our competitors are not subject to the operating constraints associated with REIT tax

compliance or maintenance of an exclusion from regulation under the Investment Company Act. In addition, some of our

competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider

7

variety of loans and investments, offer more attractive pricing or other terms, and establish more relationships than us.

Furthermore, competition for investments may lead to decreasing yields, which may further limit our ability to generate

desired returns.

In the face of this competition, we have access to Blackstone’s professionals and their industry expertise and relationships,

which we believe provides us with a competitive advantage and helps us assess risks and determine appropriate pricing for

potential investments. We believe these relationships enable us to compete more effectively for attractive investment

opportunities. However, we may not be able to achieve our business goals or expectations due to the competitive risks that

we face. For further information concerning these competitive risks, see Item 1A—“Risk Factors—Risks Related to Our

Lending and Investment Activities.”

Sustainability

We are externally managed and advised by our Manager, which is responsible for our business and investment activities,

our day-to-day operations, and providing us the services of our executive management team, investment team, and other

personnel.

As such, many of the sustainability initiatives undertaken by Blackstone impact or apply to us. Key sustainability initiatives

we share with Blackstone include the consideration of sustainability in the investment process where applicable, dedicated

resources to sustainability governance and oversight, industry engagement on sustainability matters, programs at our office

locations, and certain employee and community engagement and diversity and inclusion programs.

Human Capital Management

We do not have any employees. We are externally managed by our Manager pursuant to our Management Agreement. Our

executive officers serve as officers of our Manager, and are employed by an affiliate of our Manager. See “Item 1—Our

Manager.”

Government Regulation

Our operations in North America, Europe, and Australia are subject, in certain instances, to supervision and regulation by

U.S. and other governmental authorities, and may be subject to various laws and judicial and administrative decisions

imposing various requirements and restrictions, which, among other things: (i) regulate credit-granting activities; (ii)

establish maximum interest rates, finance charges and other charges; (iii) require disclosures to customers; (iv) govern

secured transactions; and (v) set collection, foreclosure, repossession and claims-handling procedures and other trade

practices. We are also required to comply with certain provisions of the Equal Credit Opportunity Act that are applicable to

commercial loans. We intend to continue to conduct our business so that neither we nor any of our subsidiaries are required

to register as an investment company under the Investment Company Act.

In our judgment, existing statutes and regulations have not had a material adverse effect on our business. In recent years,

legislators in the United States and in other countries have said that greater regulation of financial services firms is needed,

particularly in areas such as risk management, leverage, and disclosure. While we expect that additional new regulations in

these areas will be adopted and existing ones may change in the future, it is not possible at this time to forecast the exact

nature of any future legislation, regulations, judicial decisions, orders or interpretations, nor their impact upon our future

business, financial condition, or results of operations or prospects.

For more information on government regulation, refer to “Part I—Item 1A. Risk Factors—Risks Related to Our

Company.”

Taxation of the Company

We have elected to be taxed as a REIT under the Internal Revenue Code for U.S. federal income tax purposes. We

generally must distribute annually at least 90% of our net taxable income, subject to certain adjustments and excluding any

net capital gain, in order for U.S. federal income tax not to apply to our earnings. To the extent that we satisfy this

distribution requirement, but distribute less than 100% of our net taxable income, we will be subject to U.S. federal income

tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual

amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal

tax laws.

8

Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Internal

Revenue Code, which relate to organizational structure, diversity of stock ownership, and certain restrictions with regard to

the nature of our assets and the sources of our income. Even if we qualify as a REIT, we may be subject to certain U.S.

federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification

as a REIT for any taxable year, we may be subject to material penalties as well as federal, state, and local income tax on

our taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full

taxable years.

Furthermore, our taxable REIT subsidiaries, or TRSs, are subject to federal, state, and local income tax on their net taxable

income. See Item 1A—“Risk Factors—Risks Related to our REIT Status and Certain Other Tax Items” for additional tax

status information.

Taxation of REIT Dividends

REIT dividends (other than capital gain dividends) received by non-corporate taxpayers may be eligible for a 20%

deduction. This deduction is only applicable to investors in BXMT that receive dividends and does not have any impact on

us. Investors should consult their own tax advisors regarding the effect of this change on their effective tax rate with

respect to REIT dividends.

Website Access to Reports

We maintain a website at www.blackstonemortgagetrust.com. We are providing the address to our website solely for the

information of investors. The information on our website is not a part of, nor is it incorporated by reference into this report.

Through our website, we make available, free of charge, our annual proxy statement, annual reports on Form 10-K,

quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant

to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material

with, or furnish them to, the SEC. The SEC maintains a website that contains these reports at www.sec.gov.

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ITEM 1A.RISK FACTORS

Risks Related to Our Investments

Our investments expose us to risks associated with debt or credit-oriented real estate investments generally.

We seek to originate, acquire, and manage senior loans and other debt or credit-oriented investments collateralized by or

relating to commercial real estate in North America, Europe, and Australia. As such, we are subject to, among other things,

risk of defaults by borrowers in paying debt service on outstanding indebtedness and to other impairments of our loans and

investments. A deterioration of real estate fundamentals generally, and in North America, Europe, and Australia in

particular, could negatively impact our performance by making it more difficult for our borrowers to satisfy their debt

payment obligations, increasing the default risk applicable to our borrowers and/or making it more difficult for us to

generate attractive risk-adjusted returns. Changes in general economic conditions have and will continue to affect the

creditworthiness and/or performance of our borrowers and/or the value of underlying real estate collateralizing or relating

to our investments and may include economic and/or market fluctuations, changes in building, environmental, zoning and

other laws, casualty or condemnation losses, regulatory limitations on rents, decreases in property values, changes in the

appeal of properties to tenants, changes in supply of and demand for real estate products, fluctuations in real estate

fundamentals, the financial resources of our borrowers, energy supply shortages, various uninsured or uninsurable risks,

natural disasters, pandemics or outbreaks of contagious disease, political events, terrorism and acts of war, trade tensions

resulting from U.S. tariff implementation and retaliatory tariffs by other countries, changes in government regulations,

changes in monetary policy, changes in real property tax rates and/or tax credits, changes in operating expenses, changes in

capital expenditure costs, changes in interest rates, changes in inflation rates, changes in foreign exchange rates, changes in

the availability of debt financing and/or mortgage funds that may render the sale or refinancing of properties difficult or

impracticable, increased mortgage defaults, increases in borrowing rates, changes in consumer spending, negative

developments in the economy and/or adverse changes in real estate values generally and other factors that are beyond our

control. Concerns about the real estate market, high interest rates, inflation, energy costs, geopolitical issues, and other

global events outside of our control have contributed, and may in the future contribute, to increased volatility and

diminished expectations for the economy and markets going forward, which could materially and adversely affect our

business, financial condition, and results of operations.

We cannot predict the degree to which economic conditions generally, and the conditions for real estate investing in

particular, will improve or decline. Any declines in the performance of the U.S. and global economies or in the real estate

markets could have a material adverse effect on our business, financial condition, and results of operations.

Commercial real estate-related investments that are secured, directly or indirectly, by real property are subject to

delinquency, foreclosure and loss, which have resulted and in the future could result in losses to us.

We invest in commercial real estate debt instruments (e.g., mortgages, mezzanine loans and preferred equity) that are

secured, directly or indirectly, by commercial properties. The ability of a borrower to repay a loan secured by an income-

producing property typically is dependent primarily upon the successful operation of the property rather than upon the

existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the

borrower’s ability to repay the loan may be impaired. Net operating income of an income-producing property can be

affected by, among other things:

•tenant mix and tenant bankruptcies;

•success of tenant businesses;

•property management decisions, including with respect to capital improvements, particularly in older building

structures;

•renovations or repositionings during which operations may be limited or halted completely;

•property location and condition, including without limitation, any need to address climate-related risks or

environmental contamination at a property;

•competition from other properties offering the same or similar services;

•changes in laws that increase operating expenses or limit rents that may be charged;

•changes in interest rates, foreign exchange rates, and in the state of the credit and securitization markets and the

debt and equity capital markets, including diminished availability or lack of debt financing for commercial real

estate;

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•global trade disruption or conflict, trade tensions resulting from U.S. tariff implementation and retaliatory tariffs

by other countries, other changes to trade policy in the U.S. and other jurisdictions and supply chain issues;

•labor shortages and increasing wages;

•higher rates of inflation;

•changes in global, national, regional or local economic conditions and/or the conditions of specific industry

segments;

•declines in global, national, regional or local real estate values;

•declines in global, national, regional or local rental and/or occupancy rates;

•changes in real estate tax rates, tax credits and other operating expenses;

•changes in governmental rules, regulations and fiscal policies, including income tax regulations and

environmental legislation;

•any liabilities relating to environmental matters at the property;

•acts of God, natural disasters, pandemics or other severe public health events, climate-related risks, terrorism or

other hostilities, social unrest and civil disturbances, which may decrease the availability of or increase the cost of

insurance or result in uninsured losses; and

•adverse changes in zoning laws.

In addition, we are exposed to the risk of judicial proceedings with our borrowers and entities we invest in, including

bankruptcy or other litigation, as a strategy to avoid foreclosure or enforcement of other rights by us as a lender or investor.

In the event that any of the properties or entities underlying or collateralizing our loans or investments experiences or

continues to experience any of the other foregoing events or occurrences, the value of, and return on, such investments

could be reduced, which would adversely affect our results of operations and financial condition.

Fluctuations in interest rates and credit spreads have reduced and in the future could reduce our ability to generate

income on our loans and other investments, which could lead to a significant decrease in our results of operations, cash

flows and the market value of our investments and may limit our ability to pay dividends to our stockholders.

Our primary interest rate exposures relate to the yield on our loans and other investments and the financing cost of our

debt, as well as our interest rate swaps that we may utilize for hedging purposes. Changes in interest rates and credit

spreads have affected and may in the future affect our net income from loans and other investments, which is the difference

between the interest and related income we earn on our interest-earning investments and the interest and related expense we

incur in financing these investments. Interest rate and credit spread fluctuations resulting in our interest and related expense

exceeding interest and related income would result in operating losses for us. Changes in the level of interest rates and

credit spreads also may affect our ability to make loans or investments, the value of our loans and investments and our

ability to realize gains from the disposition of assets. Increases in interest rates and credit spreads have had and may in the

future also have negative effects on demand for loans and could result in higher borrower default rates. Despite recent

decreases in interest rates, inflation has remained above the U.S. Federal Reserve’s target level and interest rates remain

elevated. It presents a challenge to real estate valuations if interest rates remain elevated, or if higher inflation or other

factors lead to increases in interest rates. Higher interest rates have been particularly challenging for the traditional office

properties, as well as other property types with long-term leases that were entered into in a lower interest rate environment

and that may not allow near-term rent increases to offset increases in expenses. Interest rate increases also have had and

may in the future have adverse effects on commercial real estate property values, and, for certain of our borrowers have

contributed, and may continue to contribute, to loan non-performance, modifications, defaults, foreclosures, and/or

property sales, which has resulted and could continue to result in us realizing losses on our investments.

Our operating results depend, in part, on differences between the income earned on our investments, net of credit losses,

and our financing costs. The yields we earn on our floating-rate assets and our borrowing costs tend to move in the same

direction in response to changes in interest rates. However, one can rise or fall faster than the other, causing our net interest

margin to expand or contract. In addition, we could experience reductions in the yield on our investments and an increase

in the cost of our financing. Although we seek to match the terms of our liabilities to the expected lives of loans that we

acquire or originate, circumstances may arise in which our liabilities are shorter in duration than our assets, resulting in

their adjusting faster in response to changes in interest rates. For any period during which our investments are not match-

funded, the income earned on such investments may respond more slowly to interest rate fluctuations than the cost of our

borrowings. Consequently, changes in interest rates, particularly short-term interest rates, may immediately and

significantly decrease our results of operations and cash flows and the market value of our investments, and any such

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change may limit our ability to pay dividends to our stockholders. In addition, unless we enter into hedging or similar

transactions with respect to the portion of our assets that we fund using our balance sheet, returns we achieve on such

assets will generally increase as interest rates for those assets rise and decrease as interest rates for those assets decline.

The timing of loan repayment is difficult to predict and may adversely affect our financial performance, liquidity and

cash flows.

Our floating-rate mortgage loans are secured by commercial real estate assets. Generally, our mortgage loan borrowers may

repay their loans prior to their stated maturities. In periods of declining interest rates and/or credit spreads, prepayment

rates on loans will generally increase. If general interest rates or credit spreads decline at the same time, the proceeds of

such prepayments received during such periods may not be reinvested for some period of time or may be reinvested by us

in assets with lower yields than the assets that were prepaid. In periods of increasing interest rates and/or credit spreads,

prepayment rates on loans will generally decrease, which could impact our liquidity, or increase our potential exposure to

loan non-performance.

Prepayment rates on loans may be affected by a number of factors including, but not limited to, the then-current level of

interest rates and credit spreads, fluctuations in asset values, the availability of mortgage credit, the relative economic

vitality of the area in which the related properties are located, the servicing of the loans, possible changes in tax laws, other

opportunities for investment, and other economic, social, geographic, demographic and legal and other factors beyond our

control. Consequently, such prepayment rates can vary significantly from period to period and cannot be predicted with

certainty. No strategy can completely insulate us from prepayment or other such risks and faster or slower prepayments

may adversely affect our profitability and cash available for distribution to our stockholders.

Our loans often contain call protection or yield maintenance provisions that require a certain minimum amount of interest

due to us regardless of when the loan is repaid. These include prepayment fees expressed as a percentage of the unpaid

principal balance, or the amount of foregone net interest income due us from the date of repayment through a date that is

frequently 12 or 18 months after the origination date. Loans that are outstanding beyond the end of the call protection or

yield maintenance period can be repaid with no prepayment fees or penalties. The absence of call protection or yield

maintenance provisions may expose us to the risk of early repayment of loans, and the inability to redeploy capital

accretively.

Difficulty in redeploying the proceeds from repayments of our existing loans and investments may cause our financial

performance and returns to investors to suffer.

As our loans and investments are repaid, we seek to redeploy the proceeds we receive into new loans and investments

(which can include future fundings associated with our existing loans) or other alternative uses of capital, such as repaying

borrowings or repurchasing outstanding shares of our class A common stock. It is possible that we will fail to identify

reinvestment options that would provide returns or a risk profile that is comparable to the asset that was repaid. If we fail to

redeploy the proceeds we receive from repayment of a loan in equivalent or better alternatives, our financial performance

and returns to investors could suffer.

We operate in a competitive market for lending and investment opportunities, which may intensify, and competition may

limit our ability to originate or acquire desirable loans and investments or dispose of investments, and could also affect

the yields of these investments and have a material adverse effect on our business, financial condition and results of

operations.

We operate in a competitive market for lending and investment opportunities, which may intensify. Our profitability

depends, in large part, on our ability to originate or acquire our investments on attractive terms. In originating or acquiring

our investments, we compete for opportunities with a variety of institutional lenders and investors, including other REITs,

specialty finance companies, public and private funds, commercial and investment banks, commercial finance and

insurance companies and other financial institutions (including Blackstone-advised investment vehicles). Some of our

competitors have raised, and may in the future raise, significant amounts of capital, and may have investment objectives

that overlap with ours, which may create additional competition for lending and investment opportunities. Some

competitors may have a lower cost of funds and access to funding sources that are not available to us, such as the U.S.

government. Many of our competitors are not subject to the operating constraints associated with REIT tax compliance or

maintenance of an exclusion from regulation under the Investment Company Act. In addition, some of our competitors may

have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of loans and

investments, offer more attractive pricing or other terms and establish more relationships than us.

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Furthermore, competition for originations of investments may lead to decreasing yields, which may further limit our ability

to generate desired returns. Also, as a result of this competition, desirable loans and investments may be limited in the

future, and we may not be able to take advantage of attractive lending and investment opportunities from time to time,

thereby limiting our ability to identify and originate or acquire loans or make investments that are consistent with our

investment objectives. There can be no assurance that the competitive pressures we face will not have a material adverse

effect on our business, financial condition and results of operations.

If we are unable to successfully integrate new assets or businesses and manage our growth, our results of operations

and financial condition may suffer.

We have in the past and may in the future significantly increase the size and/or change the mix of our portfolio of assets or

acquire or otherwise enter into new lines of business, including through joint ventures. We may be unable to successfully

and efficiently integrate newly-acquired assets or businesses into our existing operations or otherwise effectively manage

our assets or our growth effectively. In addition, increases in our portfolio of assets and/or changes in the mix of our assets

or lines of business may place significant demands on our Manager’s administrative, operational, asset management,

financial and other resources. Any failure to manage increases in our size effectively could adversely affect our results of

operations and financial condition.

Our Manager manages our portfolio pursuant to very broad investment guidelines and is not required to seek the

approval of our board of directors for each investment, financing, asset allocation or hedging decision made by it, which

may result in our making riskier loans and investments and which could adversely affect our results of operations and

financial condition.

Our Manager is authorized to follow very broad investment guidelines that provide it with broad discretion over

investment, financing, asset allocation and hedging decisions. Our board of directors will periodically review our

investment guidelines and our loan and investment portfolio but will not, and will not be required to, review and approve in

advance all of our proposed loans and investments or our financing, asset allocation or hedging decisions. In addition, in

conducting periodic reviews, our directors rely primarily on information provided to them by our Manager or its affiliates.

Subject to maintaining our REIT qualification and our exclusion from regulation under the Investment Company Act, our

Manager has significant latitude within the broad investment guidelines in determining the types of loans and investments

it makes for us, and how such loans and investments are financed or hedged, which could result in investment returns that

are substantially below expectations or that result in losses, which could adversely affect our results of operations and

financial condition, or may otherwise not be in our best interests.

Acquiring or attempting to acquire multiple investments in a single transaction may adversely affect our operations.

We have in the past and may in the future acquire multiple investments in a single transaction. To the extent we share the

acquisition of large portfolios of investments with other Blackstone-advised investment vehicles through joint ventures or

otherwise, there may be conflicts of interest, including as to the allocation of investments within the portfolio and the prices

attributable to such investments. See “—Risks Related to Conflicts of Interest —We are subject to various risks arising out

of Blackstone’s allocation of investment opportunities among us and Other Blackstone Accounts, including that certain

Other Blackstone Accounts have similar or overlapping investment objectives and strategies, and as a result we will not be

allocated certain opportunities and may be allocated opportunities with lower relative returns.” Portfolio acquisitions, such

as loan pools or multiple properties, are typically more complex and expensive than single-investment acquisitions, and the

risk that a multiple-investment acquisition does not close may be greater than in a single-investment acquisition. Portfolio

acquisitions have also resulted and may also in the future result in us owning smaller investments related to different types

of assets in more geographically dispersed markets than the investments we have made historically, placing additional

operational and asset management demands on our Manager. See “—Risks Related to Our Relationship with Our Manager

and its Affiliates —We depend on our Manager and its affiliates to develop appropriate systems and procedures to control

operational risk.” In addition, to the extent the seller requires that a group of investments be purchased as a package and/or

also include certain additional investments we may purchase or investments we may not otherwise have purchased. In these

situations, if we are unable to identify another person or entity to acquire any unwanted investments, or if the seller

imposes a lock-out period or other restriction on a subsequent sale, we may be required to asset manage such investments

or attempt to dispose of such investments (if not subject to a lock-out period). It may also be difficult for our Manager to

fully analyze each investment in a large portfolio, increasing the risk that investments do not perform as anticipated. We

also may be required to accumulate a large amount of cash to fund such acquisitions. We would expect the returns that we

earn on such cash balances to be less than the returns on investments. Therefore, acquiring multiple investments in a single

transaction may reduce the overall return on our portfolio.

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The illiquidity of certain assets we invest in may adversely affect our business.

The illiquidity of certain assets we invest in may make it difficult for us to sell such investments, if needed. Certain assets

such as mortgages, B-Notes, mezzanine and other loans (including loan participations) and preferred equity, in particular,

are relatively illiquid investments due to their short tenor, are potentially unsuitable for securitization and have a greater

difficulty of recovery in the event of a borrower’s default. We are also required to hold certain risk retention interests in

certain of our securitization transactions. In addition, certain of our investments may become less liquid after our

investment as a result of periods of delinquencies or defaults or turbulent market conditions, including due to current

market conditions and exacerbated market volatility, which may make it more difficult for us to dispose of such assets at

advantageous times or in a timely manner. Moreover, many of the loans and securities we have invested and may invest in

are not registered under the relevant securities laws, resulting in limitations or prohibitions against their transfer, sale,

pledge or their disposition. As a result, many of our investments are illiquid, and if we are required to liquidate all or a

portion of our portfolio quickly, for example as a result of margin calls, we may realize significantly less than the value at

which we have previously recorded our investments. See “—We may foreclose on certain of the loans we originate or

acquire, which could result in losses that harm our results of operations and financial condition,” and “—As an owner of

real estate, we are subject to the risks inherent in the ownership and operation of real estate and the construction and

development of real estate.”

Further, we may face other restrictions on our ability to liquidate an investment to the extent that we or our Manager (and/

or its affiliates) has or could be attributed as having material, nonpublic information regarding the borrower. As a result,

our ability to vary our portfolio in response to changes in economic and other conditions may be limited, which could

adversely affect our results of operations and financial condition.

Any distressed loans or investments we make, or loans and investments that later become distressed, may subject us to

losses and other risks.

Our loans and investments focus primarily on “performing” real estate-related interests. Certain of our loans and

investments may also include making distressed investments from time to time (e.g., investments in defaulted, out-of-favor

or distressed loans and debt securities) and we have made and may in the future make investments that become “sub-

performing” or “non-performing” following our origination or acquisition thereof. Certain of our investments have

involved and may in the future involve properties that are highly leveraged, with significant burdens on cash flow and,

therefore, involve a high degree of risk. During an economic downturn or recession, loans or securities of financially or

operationally troubled borrowers or issuers are more likely to go into default than loans or securities of other borrowers or

issuers. Loans or securities of financially or operationally troubled issuers are less liquid and more volatile than loans or

securities of borrowers or issuers not experiencing such difficulties. The market prices of such securities are subject to

erratic and abrupt market movements and the spread between bid and ask prices may be greater than normally expected.

Investment in the loans or securities of financially or operationally troubled borrowers or issuers involves a high degree of

credit and market risk.

The success of our investment strategy depends, in part, on our ability to successfully effectuate loan modifications and/

or restructurings.

In certain cases (e.g., in connection with a workout, restructuring and/or foreclosure proceedings involving one or more of

our investments), the success of our investment strategy has depended and will continue to depend, in part, on our ability to

effectuate loan modifications and/or restructurings with our borrowers. The activity of identifying and implementing

successful modifications and restructurings entails a high degree of uncertainty, including macroeconomic and borrower-

specific factors beyond our control that impact our borrowers and their operations. There can be no assurance that any of

the loan modifications and restructurings we have effected will be successful or that (i) we will be able to identify and

implement successful modifications and/or restructurings with respect to any other distressed loans or investments we may

have from time to time, or (ii) we will have sufficient resources to implement such modifications and/or restructurings in

times of widespread market challenges. Further, such loan modifications and/or restructurings have entailed and may in the

future entail, among other things, a substantial reduction in the interest rate and/or a substantial write-off of the principal of

such loan, debt securities or other interests. Moreover, even if a restructuring were successfully accomplished, a risk exists

that, upon maturity of such real estate loan, debt securities or other interests, replacement “takeout” financing will not be

available. Additionally, such loan modifications have resulted and may in the future result in our consolidating the

underlying the real estate as an owned real estate asset if we assume legal title, physical possession, or control of the

collateral underlying a loan through a foreclosure, a deed-in-lieu of foreclosure transaction, or a loan modification in which

we receive an equity interest in and/or control over decision-making at the property. See “—We may foreclose on certain

of the loans we originate or acquire, which could result in losses that harm our results of operations and financial

condition,” and “—As an owner of real estate, we are subject to the risks inherent in the ownership and operation of real

estate and the construction and development of real estate.”

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Financial or operating difficulties of our borrowers may result in our being subject to bankruptcy proceedings.

Financial or operating difficulties faced by our borrowers, such as those described in this report, may never be overcome

and have caused and may in the future cause borrowers to become subject to federal bankruptcy or other similar insolvency

proceedings. A borrower may be involved in restructurings, insolvency proceedings or reorganizations under the U.S.

Bankruptcy Code and the laws and regulations of one or more jurisdictions that may or may not be similar to the U.S.

Bankruptcy Code, which may adversely affect the rights or priority of our loans. There is a possibility that we may incur

substantial or total losses on our investments and, in certain circumstances, become subject to certain additional potential

liabilities that may exceed the value of our original investment therein. For example, under certain circumstances, a lender

may have its claims subordinated or disallowed or, if it has inappropriately exercised control over the management and

policies of a debtor, may be found liable for damages suffered by parties as a result of such actions. In any insolvency

proceeding relating to any of our investments, we may lose our entire investment, may be required to accept cash, securities

or other property with a value less than our original investment and/or may be required to accept different terms, including

changes to interest rates and payment over an extended period of time. In addition, under certain circumstances, we may be

forced to repay payments previously made to us by a borrower if such payments are later determined to have been a

fraudulent conveyance, preferential payment, or similar avoidable transaction under applicable laws. Furthermore,

bankruptcy laws and similar laws applicable to insolvency proceedings may delay our ability to realize value from

collateral for our loan positions and prevent us from foreclosing upon loans and taking title to the property securing such

loans. If, through an insolvency proceeding, we do ultimately take title to the property securing a loan, we would take

ownership of such property subject to the potential rights of tenants to remain in possession for the duration of their

respective leases, which may substantially reduce the value of such property.

We have in the past and may in the future foreclose on certain of the loans we originate or acquire, which could result

in losses that negatively impact our results of operations and financial condition.

We have in the past and may in the future find it necessary or desirable to foreclose on certain of the loans we originate or

acquire, and the foreclosure process may be lengthy and expensive. When we foreclose on an asset, we take title to the

property securing that asset, and then own and operate such property as an owned real estate asset. Owning and operating

real property involves risks that are different (and in many ways more significant) than the risks faced in owning a loan

secured by that property. The costs associated with operating and redeveloping a property, including any operating

shortfalls and significant capital expenditures, could materially and adversely affect our results of operations, financial

conditions and liquidity. In addition, we may end up owning a property that we would not otherwise have decided to

acquire directly at the price of our original investment or at all, and the liquidation proceeds upon sale of the underlying

real estate may not be sufficient to recover our cost basis in the loan, resulting in a loss to us.

Whether or not we have participated in the negotiation of the terms of any such loans, there can be no assurance as to the

adequacy of the protection of the terms of the applicable loan, including the validity or enforceability of the loan and the

maintenance of the anticipated priority and perfection of the applicable security interests. Furthermore, claims may be

asserted by lenders or borrowers that might interfere with enforcement of our rights. Borrowers may resist foreclosure

actions by asserting numerous claims, counterclaims and defenses against us, including, without limitation, lender liability

claims and defenses, even when the assertions may have no basis in fact, in an effort to prolong the foreclosure action and

seek to force the lender into a modification of the loan or a favorable buy-out of the borrower’s position in the loan.

Foreclosure actions in some U.S. states can take several years or more to litigate and may also be time consuming and

expensive to complete in other U.S. states and foreign jurisdictions in which we do business. At any time prior to or during

the foreclosure proceedings, the borrower may file for bankruptcy, which would have the effect of staying the foreclosure

actions and further delaying or even preventing the foreclosure process, and could potentially result in a reduction or

discharge of a borrower’s debt. Foreclosure may create a negative public perception of the related property, resulting in a

diminution of its value. Even if we are successful in foreclosing on a loan, the liquidation proceeds upon sale of the

underlying real estate may not be sufficient to recover our cost basis in the loan, resulting in a loss to us. Furthermore, any

costs or delays involved in the foreclosure of the loan or a liquidation of the underlying property will further reduce the net

sale proceeds and, therefore, increase any such losses to us.

We are subject to the risks inherent in the ownership and operation of real estate.

As of December 31, 2025, we had 12 owned real estate assets with an aggregate carrying value of $1.3 billion. We may in

the future acquire or otherwise consolidate additional owned real estate assets. We also indirectly own real estate through

our Net Lease Joint Venture and may become the owner and/or operator of additional real estate through future

investments.

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We are therefore subject to the risks inherent in the ownership and operation of real estate and real estate-related businesses

and assets. Such investments are subject to the potential for deterioration of real estate fundamentals and the risk of adverse

changes in local market and economic conditions, which may include changes in supply of and demand for competing

properties in an area, changes in interest rates and related increases in borrowing costs, changes in the financial resources

of tenants, defaults by borrowers or tenants and the lack of availability of financing, which may render the sale or

refinancing of properties difficult or impracticable. Such investments are also subject to additional risks specific to the type

of property. For example, with respect to our hospitality owned real estate assets, the hospitality or leisure business is

seasonal, highly competitive and influenced by additional factors such as general and local economic conditions,

fluctuations in average occupancy and room rates, quality, service levels, reputation and reservation systems, among many

other factors. As a result of such seasonality, there has been and will likely continue to be quarterly fluctuations in results

of operations of our owned real estate assets. In addition, investments in real estate and real estate-related businesses and

assets may be subject to the risk of environmental liabilities, contingent liabilities upon disposition of assets, casualty or

condemnations losses, energy supply shortages, natural disasters, climate-related risks (including transition risks and acute

and chronic physical risks), acts of God, terrorist attacks, war, pandemics or other public health events (such as

COVID-19), and other events that are beyond our control, and various uninsured or uninsurable risks. Because landlord

claims for future rent are capped under the U.S. Bankruptcy Code, tenants in our properties may be incentivized to enter

bankruptcy proceedings for the purpose of rejecting leases at our properties and reducing liability thereunder.

Further, investments in real estate and real estate-related businesses and assets are subject to changes in law and regulation,

including in respect of building, environmental and zoning laws, rent control and other regulations impacting residential

real estate investments and changes to tax laws and regulations, including real property and income tax rates and the

taxation of business entities and the deductibility of corporate interest expense. In addition, if we acquire direct or indirect

interests in undeveloped land or underdeveloped real property, which may often be non-income producing, we will be

subject to the risks normally associated with such assets and development activities, including risks relating to the

availability and timely receipt of zoning and other regulatory or environmental approvals, the cost and timely completion of

construction (including risks beyond our control, such as weather or labor conditions or material shortages) and the

availability of both construction and permanent financing on favorable terms.

Further, ownership of real estate may increase our risk of direct and/or indirect liability under environmental laws that

impose, regardless of fault, joint and several liability for the cost of remediating contamination and compensation for

damages. In addition, changes in environmental laws or regulations or the environmental condition of real estate may

create liabilities that did not exist at the time we became the owner of such real estate. Even in cases where we are

indemnified against certain liabilities arising out of violations of laws and regulations, including environmental laws and

regulations, there can be no assurance as to the financial viability of a third party to satisfy such indemnities or our ability

to achieve enforcement of such indemnities.

Further, we rely on other parties (including portfolio companies owned by Blackstone-advised investment vehicles and

other affiliates of our Manager) to operate, manage and provide services to our owned real estate assets and other assets.

Such parties have significant decision-making authority with respect to the applicable assets, and our ability to direct and

control how those assets are managed and operated on a day-to-day basis may be limited. Thus, the success of our business

may depend on the ability and performance of these other parties. Any adversity experienced by, or problems in our

relationship with these other parties could adversely impact the operation and profitability of our assets. Moreover, there

may be conflicts of interest with respect to services provided by portfolio companies owned by Blackstone-advised

investment vehicles and other affiliates of our Manager. See “—Risks Related to Conflicts of Interest —Blackstone, Other

Blackstone Accounts, Portfolio Entities, and personnel and related parties of the foregoing will benefit from the fees and

compensation, including performance-based and other incentive fees, which could be substantial, for products and services

provided to us.”

Further, certain of our owned real estate assets are also assets of one or more of the non-recourse securitizations we use to

finance our loans and investments, which may further limit our ability to take certain actions with respect the management,

operations and potential sales of such assets. See “—Risks Related to Financing and Hedging —We have utilized and may

continue to utilize in the future non-recourse securitizations to finance our loans and investments, which may expose us to

risks that could result in losses” for further information regarding such securitizations.

Increases in our CECL reserves have had and could continue to have an adverse effect on our business, financial

condition and results of operations.

Our CECL reserves required under the Financial Accounting Standards Board, or FASB, Accounting Standards

Codification, or ASC, Topic 326 “Financial Instruments - Credit Losses,” or ASC 326, reflect our current estimate of

potential credit losses related to our loans’ included in our consolidated balance sheets. Changes to our CECL reserves are

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recognized through net income on our consolidated statements of operations. See Notes 2 and 3 to our consolidated

financial statements for further discussion of our CECL reserves.

While ASC 326 does not require any particular method for determining CECL reserves, it does specify the reserves should

be based on relevant information about past events, including historical loss experience, current portfolio and market

conditions, and reasonable and supportable forecasts for the duration of each respective loan. Because our methodology for

determining the CECL reserves may differ from the methodologies employed by other companies, our CECL reserves may

not be comparable with the CECL reserves reported by other companies. In addition, other than a few narrow exceptions,

ASC 326 requires that all financial instruments subject to the CECL model have some amount of loss reserve to reflect the

GAAP principal underlying the CECL model that all loans, debt securities, and similar assets have some inherent risk of

loss, regardless of credit quality, subordinate capital, or other mitigating factors. We may be required to record further

increases to our CECL reserves in the future, depending on the performance of our portfolio and broader market

conditions, and there may be volatility in the level of our CECL reserves. In particular, our loans secured by office

buildings have experienced higher levels of CECL reserves and may continue to do so if market conditions relevant to

office buildings do not improve. Any such reserve increases are difficult to predict, but are expected to be primarily the

result of incremental loan impairments resulting from changes in the specific credit quality factors of such loans and to be

concentrated in our loans receivable with a risk rating of “4” as of December 31, 2025. In addition, there can be no

assurance that any loan modification or restructuring will not result in a substantial write-off of the principal of such loan,

debt securities or other interests. If we are required to materially increase our CECL reserves for any reason, such increase

could adversely affect our business, financial condition, and results of operations.

CECL reserves are difficult to estimate.

Our CECL reserves are evaluated on a quarterly basis. The determination of our CECL reserves requires us to make certain

estimates and judgments, which may be difficult to determine. Our estimates and judgments are based on a number of

factors, including projected cash flow from the collateral securing our loans, debt structure, including the availability of

reserves and recourse guarantees, likelihood of repayment in full at the maturity of a loan, potential for refinancing, the

creditworthiness of borrowers and the value of the real estate and other assets serving as collateral for the repayment of

loans and expected market discount rates for varying property types, all of which remain uncertain and are subjective. In

determining the adequacy of our CECL reserves, we rely on our experience and our evaluation of economic conditions and

market factors. If our assumptions prove to be incorrect, our CECL reserves may not be sufficient to cover losses inherent

in our loan portfolio and adjustment may be necessary to allow for different economic conditions or adverse developments

in our loan portfolio. Consequently, a problem with one or more loans could require us to significantly increase the level of

our CECL reserves. Our estimates and judgments may not be correct and, therefore, our results of operations and financial

condition could be severely impacted.

Certain of our investments are recorded at fair value and, as a result, there will be uncertainty as to the value of these

investments.

Our investments in unconsolidated entities and investments we may make in the form of positions or securities that are not

publicly traded are or will be recorded at estimated fair value. The fair value of these investments may not be readily

determinable. We will value these investments quarterly at fair value, which may include unobservable inputs. Because

such valuations are subjective, the fair value of certain of our assets may fluctuate over short periods of time and our

determinations of fair value may differ materially from the values that we ultimately realize upon their disposal. Our results

of operations and financial condition could be adversely affected if our determinations regarding the fair value of these

investments were materially higher than the values that we ultimately realize upon their disposal.

Control may be limited over certain of our loans and investments.

Our ability to manage our portfolio of loans and investments may be limited by the form in which they are made. In certain

situations, we:

•acquire investments subject to rights of senior classes, special servicers or collateral managers under intercreditor,

servicing agreements or securitization documents;

•pledge our investments as collateral for financing arrangements;

•acquire only a minority and/or a non-controlling participation in an underlying investment;

•co-invest with others through partnerships, joint ventures or other entities, thereby acquiring non-controlling

interests; or

•rely on independent third-party management or servicing with respect to the management of an asset.

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In addition, in circumstances where we originate or acquire loans relating to borrowers that are owned in whole or part by

Blackstone-advised investment vehicles, we generally forgo all non-economic rights under the loan, including voting

rights, so long as Blackstone-advised investment vehicles own such borrowers above a certain threshold.

Therefore, we may not be able to exercise control over all aspects of our loans or investments. Such financial assets may

involve risks not present in investments where senior creditors, junior creditors, servicers, third-party controlling investors

or Blackstone-advised investment vehicles are not involved. Our rights to control the process following a borrower default

may be subject to the rights of senior or junior creditors, holders of senior securities issued in our non-recourse

securitizations or servicers whose interests may not be aligned with ours. A partner or co-venturer may have financial

difficulties resulting in a negative impact on such asset, may have economic or business interests or goals that are

inconsistent with ours, or may be in a position to take action contrary to our investment objectives. In addition, we will

generally pay all or a portion of the expenses relating to our joint ventures and we may, in certain circumstances, be liable

for the actions of our partners or co-venturers.

B-Notes, mezzanine loans, and other investments (such as preferred equity) that are subordinated or otherwise junior in

the capital structure and that involve privately negotiated structures will expose us to greater risk of loss.

We may originate or acquire B-Notes, mezzanine loans and other investments (such as preferred equity) that are

subordinated or otherwise junior in the capital structure and that involve privately negotiated structures. To the extent we

invest in subordinated debt or mezzanine tranches of an entity’s capital structure, such investments and our remedies with

respect thereto, including the ability to foreclose on any collateral securing such investments, will be subject to the rights of

holders of more senior tranches in the issuer’s capital structure and, to the extent applicable, contractual intercreditor, co-

lender and/or participation agreement provisions. Significant losses related to such loans or investments could adversely

affect our results of operations and financial condition.

As the terms of such loans and investments are subject to contractual relationships among lenders, co-lending agents and

others, they can vary significantly in their structural characteristics and other risks. For example, the rights of holders of B-

Notes to control the process following a borrower default may vary from transaction to transaction.

Like B-Notes, mezzanine loans are by their nature structurally subordinated to more senior property-level financings. If a

borrower defaults on our mezzanine loan or on debt senior to our loan, or if the borrower is in bankruptcy, our mezzanine

loan will be satisfied only after the property-level debt and other senior debt is paid in full. As a result, a partial loss in the

value of the underlying collateral can result in a total loss of the value of the mezzanine loan. In addition, even if we are

able to foreclose on the underlying collateral following a default on a mezzanine loan, we would be substituted for the

defaulting borrower and, to the extent income generated on the underlying property is insufficient to meet outstanding debt

obligations on the property, we may need to commit substantial additional capital and/or deliver a replacement guarantee

by a creditworthy entity, which may include us, to stabilize the property and prevent additional defaults to lenders with

existing liens on the property. In addition, mezzanine loans may have higher loan-to-value ratios than conventional

mortgage loans, resulting in less equity in the property and increasing the risk of loss of principal. Significant losses related

to our B-Notes and mezzanine loans would result in operating losses for us and may limit our ability to pay dividends to

our stockholders.

We have originated and expect to continue to originate loans with the intention of syndicating all or a portion of the loan at

or following origination, but there can be no assurance that any intended syndication will be completed on favorable terms

or at all.

Loans on properties in transition may involve a greater risk of loss than conventional mortgage loans.

The typical borrower in a transitional loan has usually identified an asset that it views as undervalued, having been under-

managed and/or located in a recovering market, and is seeking relatively short-term capital to be used in an acquisition or

rehabilitation of a property. If the borrower’s assessment of the asset as undervalued is inaccurate, or if the market in which

the asset is located fails to improve according to the borrower’s projections, or if the borrower fails to sufficiently improve

the quality of the asset’s management and/or the value of the asset, the borrower may not receive a sufficient return on the

asset to satisfy the transitional loan, and we bear the risk that we may not recover all or a portion of our investment. During

periods in which there are decreases in demand for certain properties as a result of macroeconomic factors, reductions in

the financial resources of tenants, and defaults by borrowers or tenants, borrowers face additional challenges in

transitioning properties. Market downturns or other adverse macroeconomic factors may affect transitional loans in our

portfolio more adversely than loans secured by more stabilized assets.

In addition, borrowers usually use the proceeds of a sale or a refinancing to repay a loan, and both sales and refinancings

are subject to the broader risk that the underlying collateral may not be liquid and that financing may not be available on

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acceptable terms or at all. In the event of any default under one of our loans, we bear the risk of loss of principal and non-

payment of interest and fees to the extent of any deficiency between the value of the underlying collateral and the principal

amount and unpaid interest of the loan. To the extent we suffer such losses with respect to our loans, it could adversely

affect our results of operations and financial condition.

Risks of cost overruns and noncompletion of renovations of properties in transition may result in significant losses.

The renovation, refurbishment or expansion of a property in transition by a borrower involves risks of cost overruns and

noncompletion. Estimates of the costs of improvements to bring an acquired property in transition up to standards

established for the market position intended for that property may prove inaccurate. Inflation in the cost of labor and

materials, as well as global supply chain shortages or slowdowns can also create challenges for borrowers in transitioning

properties. Other risks may include rehabilitation costs exceeding original estimates, possibly making a project

uneconomical, environmental risks, delays in legal and other approvals (e.g., for condominiums) and rehabilitation and

subsequent leasing of the property not being completed on schedule. If such renovation is not completed in a timely

manner, or if it costs more than expected, the borrower may experience a prolonged reduction of net operating income and

may not be able to make payments on our investment on a timely basis or at all, which could result in significant losses.

There are increased risks involved with our construction lending activities.

Our construction lending activities, which include our investment in loans that fund the construction or development of real

estate-related assets, may expose us to increased lending risks. Construction lending may involve a higher degree of risk of

non-payment and loss than other types of lending due to a variety of factors, including the difficulties in estimating

construction costs and anticipating construction delays (or governmental shut-downs of construction activity) and,

generally, the dependency on timely, successful completion and the lease-up and commencement of operations post-

completion. In addition, since such loans generally entail greater risk than mortgage loans collateralized by income-

producing property, we may be required to increase our CECL reserves in the future to account for the likely increase in

probable incurred credit losses associated with such loans. Further, as the lender under a construction loan, we may be

obligated to fund all or a significant portion of the loan at one or more future dates. We may not have the funds available at

such future date(s) to meet our funding obligations under the loan. In that event, we would likely be in breach of the loan

unless we are able to raise the funds from alternative sources, which we may not be able to achieve on favorable terms or at

all.

If a borrower fails to complete the construction of a project or experiences cost overruns, there could be adverse

consequences associated with the loan, including a decline in the value of the property securing the loan, a borrower claim

against us for failure to perform under the loan documents if we choose to stop funding, increased costs to the borrower

that the borrower is unable to pay, a bankruptcy filing by the borrower, and abandonment by the borrower of the collateral

for the loan.

Loans or investments involving international real estate-related assets are subject to special risks that we may not

manage effectively, which could have a material adverse effect on our results of operations and financial condition and

our ability to pay dividends to our stockholders.

We invest a material portion of our capital in assets outside the United States and may increase the percentage of our

investments outside the United States over time. Our investments in non-domestic real estate-related assets subject us to

certain risks associated with international investments generally, including, among others:

•currency exchange matters, including fluctuations in currency exchange rates and costs associated with conversion

of investment principal and income from one currency into another, which may have an adverse impact on the

valuation of our assets or income, including for purposes of our REIT requirements, regardless of any hedging

activities we undertake, which may not be adequate;

•less developed or efficient financial markets than in the United States, which may lead to potential price volatility

and relative illiquidity;

•the burdens of complying with international regulatory requirements, including the requirements imposed by

exchanges on which our international affiliates list debt securities issued in connection with the financing of our

loans or investments involving international real-estate related assets, and prohibitions that differ between

jurisdictions;

•changes in laws or clarifications to existing laws that could impact our tax treaty positions, which could adversely

impact the returns on our investments;

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•a less developed legal or regulatory environment, differences in the legal and regulatory environment or enhanced

legal and regulatory compliance;

•political hostility to investments by foreign investors;

•higher rates of inflation;

•higher transaction costs;

•greater difficulty enforcing contractual obligations;

•fewer investor protections;

•war or other hostilities;

•certain economic and political risks, including potential exchange control regulations and restrictions on our non-

U.S. investments and repatriation of profits from investments or of capital invested, the risks of political,

economic or social instability, the possibility of expropriation or confiscatory taxation and adverse economic and

political developments; and

•potentially adverse tax consequences.

If any of the foregoing risks were to materialize, they could adversely affect our results of operations and financial

condition and our ability to pay dividends to our stockholders.

A prolonged economic slowdown, a lengthy or severe recession, severe public health events or declining real estate

values could impair our investments and harm our operations.

We believe the risks associated with our business will be more severe during periods of economic slowdown or recession,

particularly if these periods are accompanied by declining real estate values. Declining real estate values, whether

occurring during a period of economic slowdown or recession or otherwise, will likely reduce the level of new mortgage

and other real estate-related loan originations since borrowers often use appreciation in the value of their existing properties

to support the purchase of or investment in additional properties. Borrowers may also be less able to pay principal and

interest on our loans if the value of real estate weakens. Further, declining real estate values significantly increase the

likelihood that we will incur losses on our loans in the event of default because the value of our collateral may be

insufficient to cover its cost on the loan. Any sustained period of increased payment delinquencies, foreclosures or losses

could adversely affect our ability to invest in, sell, and securitize loans, which would materially and adversely affect our

results of operations, financial condition, liquidity and business and our ability to pay dividends to stockholders.

Market disruptions in a single country could cause a worsening of conditions on a regional and even global level, and

economic problems in a single country are increasingly affecting other markets and economies. A continuation of this trend

could result in problems in one country adversely affecting regional and even global economic conditions and markets. For

example, concerns about the fiscal stability and growth prospects of certain European countries in the last economic

downturn had a negative impact on most economies of the Eurozone and global markets. In addition, Ongoing wars in the

Middle East and Ukraine have disrupted, and may continue to disrupt, energy prices and the movement of goods in Europe

and the Middle East, which has resulted, and may continue to result, in rising energy costs and inflation more generally.

The occurrence of similar crises in the future could cause increased volatility in the economies and financial markets of

countries throughout a region, or even globally.

Additionally, global trade disruption or conflict, trade tensions resulting from U.S. tariff implementation and retaliatory

tariffs by other countries, other changes to trade policy in the U.S. and other jurisdictions, as well as war or other

hostilities, together with any future downturns in the global economy resulting therefrom, could adversely affect our

performance.

Furthermore, severe public health events, such as those caused by the COVID-19 pandemic, may occur from time to time,

and could directly and indirectly impact us in material respects that we are unable to predict or control. In addition, we may

be materially and adversely affected as a result of many related factors outside our control, including the effectiveness of

governmental responses to a severe public health event, pandemic or epidemic, the extension, amendment or withdrawal of

any programs or initiatives established by governments and the timing and speed of economic recovery. Actions taken in

response may contribute to significant volatility in the financial markets, resulting in increased volatility in equity prices,

material interest rate changes, supply chain disruptions, such as simultaneous supply and demand shock to global, regional

and national economies, and an increase in inflationary pressures.

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Long-term macroeconomic effects from a severe public health event, pandemic or epidemic, including from supply and

labor shortages, workforce reductions in response to challenging economic conditions, or shifts in demand for real estate

have had and could in the future have an adverse impact on our investments, including investments in office, hotel, and

other asset classes that are particularly negatively impacted by such supply and labor issues. The impact of such long-term

effects may disproportionally affect certain asset classes and geographic areas. For example, many businesses permit

employees to work from home and make use of flexible work schedules, open workplaces, videoconferences and

teleconferences, which have had and could continue to have a longer-term impact on the demand for both office space and

hotel rooms for business travel, which could adversely affect our investments in assets secured by office or hotel

properties. While we believe the principal amount of our loans are generally adequately protected by underlying property

value, there can be no assurance that we will realize the entire principal amount of certain investments. For more

information on the concentration of credit risk in our loan portfolio property type and geographic region, see Note 3 to our

consolidated financial statements.

Transactions denominated in foreign currencies subject us to heightened risks, including foreign currency risks and

regulatory risks.

We hold assets denominated in various foreign currencies, including, without limitation, British Pounds Sterling, Euros,

and other currencies, which exposes us to foreign currency risk. As a result, a change in foreign currency exchange rates

may have an adverse impact on the valuation of our assets, as well as our income and cash flows. While we have not

experienced any material adverse impacts during the year ended December 31, 2025 due to our use of derivative

instruments, there can be no assurance that we will continue to utilize such measures or that such measures will be

successful. Any changes in foreign currency exchange rates may impact the measurement of such assets or income for the

purposes of our REIT tests and may affect the amounts available for payment of dividends on our class A common stock.

Our success depends on the availability of attractive investments and our ability to identify, structure, consummate,

leverage, manage and realize returns on our investments.

Our operating results are dependent upon the availability of, as well as our ability to identify, structure, consummate,

leverage, manage and realize returns on our investments. In general, the availability of favorable investment opportunities

and, consequently, our returns, will be affected by the level and volatility of interest rates and credit spreads, conditions in

the financial markets, general economic conditions, the demand for investment opportunities and the supply of capital for

such investment opportunities. There can be no assurance that we will be successful in identifying and consummating

investments that satisfy our rate of return objectives or that such investments, once made, will perform as anticipated.

Real estate valuation is inherently subjective and uncertain, and is subject to change, especially during periods of

volatility.

The valuation of real estate and therefore the valuation of underlying real estate collateralizing or relating to our

investments is inherently subjective due to, among other factors, the individual nature of each property, its location, the

expected future rental revenues from that particular property and the valuation methodology adopted. Appraisals we obtain

from third-party appraisers may be overstated or market values may decline, which could result in inadequate collateral for

loans we make. In addition, where we invest in transitional or construction loans, initial valuations will assume completion

of the business plan or project. As a result, the valuations of the real estate assets against which we will make or acquire

loans are subject to a large degree of uncertainty and are made on the basis of assumptions and methodologies that may not

prove to be accurate, particularly in periods of volatility, low transaction flow or restricted debt availability in the

commercial or residential real estate markets. Regardless of whether an appraisal is accurate at the time it is completed, all

valuations are subject to change, especially during periods of market volatility or reduced demand for real estate, which

may make it difficult to ensure loans are collateralized as expected across the life of the loan. See “—Loans on properties

in transition will involve a greater risk of loss than conventional mortgage loans” and “—There are increased risks involved

with our construction lending activities.”

The valuation of assets we hold may not reflect the price at which the asset is ultimately sold in the market, and the

difference between that valuation and the ultimate sales price could be material. Valuation methodologies are subject to

change from time to time.

Our loans and investments may be concentrated in terms of geography, asset types, and sponsors, which could subject

us to increased risk of loss.

We are not required to observe specific diversification criteria, except as may be set forth in the investment guidelines

adopted by our board of directors, which guidelines do not currently include diversification criteria. Therefore, our

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investments may at times be concentrated in certain property types that may be subject to higher risk of default or

foreclosure, or secured by properties concentrated in a limited number of geographic locations.

To the extent that our assets are concentrated in any one region, sponsor, or type of asset, economic and business

downturns generally relating to such, region, sponsor, or type of asset may result in defaults on a number of our

investments within a short time period, which could adversely affect our results of operations and financial condition. In

addition, because of asset concentrations, even modest changes in the value of the underlying real estate assets could have a

significant impact on the value of our investment.

As a result of any high levels of concentration, any adverse economic, political or other conditions that disproportionately

affects those geographic areas or asset classes could have a magnified adverse effect on our results of operations and

financial condition, and the value of our stockholders’ investments could vary more widely than if we invested in a more

diverse portfolio of loans. For further information, see Note 3 to our consolidated financial statements.

Our due diligence process for investment opportunities may not reveal all relevant information.

Before making investments, we conduct due diligence that we deem reasonable and appropriate based on the facts and

circumstances relevant to each potential investment. When conducting due diligence, we may be required to evaluate

important and complex issues, including but not limited to those related to business, financial, tax, accounting,

environmental, sustainability, legal, and regulatory and macroeconomic trends. The due diligence investigation with

respect to any investment opportunity may not reveal or highlight all relevant facts (including fraud) or risks that may be

necessary or helpful in evaluating such investment opportunity. In addition, we may not identify or foresee future

developments that could have a material adverse effect on an investment.

In addition, selecting and evaluating material sustainability factors is subjective by nature, and there is no guarantee that the

criteria utilized or judgment exercised by us or a third-party sustainability specialist (if any) will reflect the beliefs, values,

internal policies or preferred practices of any particular investor or align with the beliefs or values or preferred practices of

other asset managers or with market trends. The materiality of sustainability risks and impacts on an individual potential

investment or portfolio as a whole are dependent on many factors, including the relevant industry, country, asset class and

investment style. Our loss estimates may not prove accurate, as actual results may vary from estimates. If we underestimate

the asset-level losses relative to the price we pay for a particular investment, we may be required to recognize an

impairment and/or realize losses with respect to such investment.

Moreover, our investment analyses and decisions may frequently be required to be undertaken on an expedited basis to take

advantage of investment opportunities. In such cases, the information available to us at the time of making an investment

decision may be limited, and we may not have access to detailed information regarding such investment.

Insurance on properties underlying or securing our investments may not cover all losses.

There are certain types of losses, generally of a catastrophic nature, such as earthquakes, floods, hurricanes, terrorism or

acts of war, which may be uninsurable or not economically insurable. Inflation, changes in building codes and ordinances,

environmental considerations and other factors also might result in insurance proceeds insufficient to repair or replace a

property if it is damaged or destroyed. Under these circumstances, the insurance proceeds received with respect to a

property relating to one of our investments might not be adequate to restore our economic position with respect to our

investment. Any uninsured loss could result in the corresponding non-performance of or loss on our investment related to

such property.

The impact of any future terrorist attacks and the availability of affordable terrorism insurance expose us to certain

risks.

Terrorist attacks including cyber sabotage or similar attacks, the anticipation of any such attacks, and the consequences of

any military or other response by the United States and its allies may have an adverse impact on the global financial

markets and the economy in general. We cannot predict the severity of the effect that any such future events would have on

the global financial markets, the economy or our business. Any future terrorist attacks could adversely affect the credit

quality of some of our loans and investments. Some of our loans and investments will be more susceptible to such adverse

effects than others, particularly those secured by properties in major cities or properties that are prominent landmarks or

public attractions. We may suffer losses as a result of the adverse impact of any future terrorist attacks and these losses may

adversely impact our results of operations.

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In addition, the enactment of the Terrorism Risk Insurance Act of 2002, or TRIA, requires insurers to make terrorism

insurance available under their property and casualty insurance policies and provides federal compensation to insurers for

insured losses. TRIA was reauthorized, with some adjustments to its provisions, in December 2019 for seven years through

December 31, 2027. However, this legislation does not regulate the pricing of such insurance and there is no assurance that

this legislation will be extended beyond 2027. The absence of affordable insurance coverage may adversely affect the

general real estate lending market, lending volume and the market’s overall liquidity and may reduce the number of

suitable investment opportunities available to us and the pace at which we are able to make investments. If the properties

that we invest in are unable to obtain affordable insurance coverage, the value of those investments could decline and in the

event of an uninsured loss, we could lose all or a portion of our investment.

The properties related to our investments may be subject to unknown liabilities, including environmental liabilities, that

could affect the value of these properties and as a result, our investments.

Properties related to our investments may be subject to unknown or unquantifiable liabilities that may adversely affect the

value of our investments. Such defects or deficiencies may include title defects, title disputes, liens, servitudes or other

encumbrances on mortgaged properties. The discovery of such unknown defects, deficiencies and liabilities could affect

the ability of our borrowers to make payments to us or could affect our ability to foreclose and/or sell properties, which

could adversely affect our results of operations and financial condition.

Furthermore, to the extent we own properties, acquired through foreclosure or otherwise, we may be subject to

environmental liabilities arising from such properties. Under various U.S. federal, state and local laws, an owner or

operator of real property may become liable for the costs of removal of certain hazardous substances released on its

property. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible

for, the release of such hazardous substances. In addition, we could be subject to similar liabilities in applicable foreign

jurisdictions.

The presence of hazardous substances on and/or material environmental liabilities attached to any property we own may

adversely affect our ability to sell the property and we may incur substantial remediation costs.

Risks associated with climate change may adversely affect our business and financial results and damage our

reputation.

There has been increasing awareness and concern of severe weather, other climate events outside of the historical norm and

other effects of climate change. Transition risks associated with climate change include higher energy costs, higher costs of

supply chain services, increased frequency of supply chain disruptions and new or more stringent environmental

regulations. For example, government restrictions, standards or regulations intended to reduce greenhouse gas (GHG)

emissions and potential climate change impacts, are emerging and may increase in the future in the form of restrictions or

additional requirements on the development of commercial real estate (e.g., “green” building codes or other standards on

water and energy usage and efficiency). Such restrictions and requirements, along with rising insurance premiums resulting

from climate change, could increase our costs or require additional technology and capital investment by property owners,

which could adversely affect our results of operations. This is a particular concern in the western and northeastern United

States, where some of the most extensive and stringent environmental, health and safety laws and building construction

standards in the U.S. have been enacted, and where we have properties securing our investment portfolio. In addition, new

climate change-related regulations may result in enhanced disclosure obligations, which could materially increase our

regulatory burden and compliance costs. See “—We are subject to evolving sustainability disclosure standards and

expectations that expose us to numerous risks.”

Further, physical effects of climate change including changes in global weather patterns, rising sea levels, changing

temperature averages or extremes and extreme weather events such as wildfires, hurricanes, droughts or floods, can also

have an adverse impact on certain properties. To the extent the effects of climate change increase, we would expect the

frequency and impact of weather and climate-related events and conditions to increase as well. For example, unseasonal or

extreme weather events can have a material impact on hospitality businesses or properties resulting in increased costs to

remedy or repair impacts or from investments made in advance of such events to minimize potential damage. Additionally,

there may be actual or threatened damage related to actual or forecasted extreme weather events that could increase the cost

of, or render unavailable, insurance on favorable terms on the properties underlying our investments. Repair, remediation

or insurance expenses could reduce net operating income of properties and the value of our investment related to such

properties.

Some physical risk is inherent in all properties, particularly in properties in certain locations and in light of the unknown

potential for extreme weather or other events that could occur related to climate change.

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We are subject to evolving sustainability disclosure standards and expectations that expose us to numerous risks.

In recent years, there has been heightened focus from advocacy groups, government agencies, investors and other

stakeholders regarding sustainability matters and increasingly regulators, customers, investors, employees and other

stakeholders are focusing on sustainability matters and related disclosures. Such governmental, investor and societal

attention to sustainability matters, including certain expanded mandatory and voluntary reporting requirements, diligence,

and disclosure on topics such as climate change, human capital management, labor and risk oversight, could expand the

nature, scope, and complexity of matters that we are required to manage, assess and report.

We may also communicate certain initiatives regarding environmental, human capital management, and other

sustainability-related matters in our SEC filings or in other disclosures. These initiatives could be difficult and expensive to

implement, the personnel, processes and technologies needed to implement them may not be cost effective and may not

advance at a sufficient pace, and we may not be able to accomplish them within the timelines we announce or at all. We

could, for example, determine that it is not feasible or practical to implement or complete certain of such initiatives based

on cost, timing or other considerations. Furthermore, we could be criticized for the accuracy, adequacy or completeness of

the disclosure related to our sustainability-related policies, practices and initiatives (and progress on those initiatives),

which disclosure may be based on frameworks and standards for measuring progress that are still developing, internal

controls and processes that continue to evolve, and assumptions that are subject to change in the future. In addition, we

could be criticized for the scope or nature of such initiatives, or for any revisions to these initiatives. Further, as part of our

sustainability practices, we rely from time to time on third-party data, services and methodologies and such services, data

and methodologies could prove to be incomplete or inaccurate. If our or such third parties’ sustainability-related data,

processes or reporting are incomplete or inaccurate, or if we fail to achieve progress on a timely basis, or at all, we may be

subject to enforcement action and our reputation could be adversely affected, particularly if in connection with such matters

we were to be accused of inaccurate or misleading statements regarding sustainability-related matters, either because we

overstate (often referred to as "greenwashing") or understate the extent to which we are engaging in sustainability-related

practices.

Certain investors and other stakeholders have become more focused on understanding how companies address a variety of

sustainability factors. As they evaluate investment decisions, these investors look not only at company disclosures but also

to sustainability rating systems that have been developed by third parties to allow sustainability comparisons among

companies. The criteria used in these ratings systems may conflict and change frequently, and we cannot predict how these

third parties will score us, nor can we have any assurance that they score us accurately or other companies accurately or

that other companies have provided them with accurate data. If our sustainability ratings, disclosures or practices do not

meet the standards set by such investors or our stockholders, they may choose not to invest in our class A common stock.

Relatedly, we risk damage to our reputation, based on perceptions of, or reactions to, our actions in a number of areas, such

as greenhouse gas emissions, energy management, human rights, community relations, workforce health and safety, and

business ethics and transparency. Adverse incidents with respect to sustainability matters or negative sustainability ratings

or assessments by third-party sustainability raters could impact the value of our brand, or the cost of our operations and

relationships with investors, all of which could adversely affect our business and results of operations.

There is regulatory interest in certain jurisdictions in improving transparency regarding the definition, measurement and

disclosure of sustainability factors in order to allow investors to validate and better understand sustainability claims, and we

are subject to changing rules and regulations promulgated by a number of governmental and self-regulatory organizations,

including the SEC, the New York Stock Exchange and the Financial Accounting Standards Board. These rules and

regulations continue to evolve in scope and complexity and new requirements may be created, making compliance more

difficult and uncertain. Further, new and emerging regulatory initiatives, particularly at the U.S. state level and in the EU

and U.K. related to climate change and other sustainability matters could adversely affect our business.

In the U.S., California enacted legislation that requires certain companies that (i) do business in California and meet certain

revenue thresholds to publicly disclose their Scopes 1, 2 and 3 GHG emissions, with third-party assurance of such data,

and/or issue public reports on their climate-related financial risk and related mitigation measures, and (ii) operate in

California and participate in the voluntary carbon offset market or make certain claims about their carbon dioxide or GHG

emissions to provide disclosures around such claims. Outside of the U.S., various government authorities have proposed or

implemented carbon taxes, requirements for asset managers to integrate climate risk considerations in investment and risk

management processes, and mandatory reporting aligned with the Taskforce on Climate-related Financial Disclosures

framework or other international reporting standards, among other requirements.

There has been increased regulatory focus on sustainability-related matters and the accuracy of statements made regarding

such matters, including whether such statements are greenwashing. If we are perceived as, or accused of, greenwashing or

understating the extent to which we are engaging in sustainability-related practices, such perception or accusation could

damage our reputation, result in litigation or regulatory actions and adversely impact our ability to raise capital.

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These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in,

increased general and administrative expenses and increased management time and attention spent complying with or

meeting such regulations and expectations. If we or our borrowers fail or are perceived to fail to comply with or meet

applicable rules, regulations and stakeholder expectations, it could negatively impact our reputation and our business

results. Further, our business could become subject to additional regulations, penalties and/or risks of regulatory scrutiny

and enforcement in the future. Moreover, the requirements of various regulations we may become subject to around the

world may not be consistent with each other. We cannot guarantee that our current sustainability practices will meet future

regulatory requirements, reporting frameworks or best practices, increasing the risk of related enforcement. Compliance

with new requirements may lead to increased management burdens and costs.

At the same time, regulators and other stakeholders have increasingly expressed or pursued opposing views, legislation,

and investment expectations with respect to sustainability initiatives, including the enactment or proposal of “anti-ESG”

legislation or policies. The proposal or enactment of such legislation, regulation, policies or enforcement priorities may

result in increased scrutiny, reputational risk, lawsuits or market access restrictions. Moreover, if our practices do not meet

evolving stakeholder expectations and standards, or if we are unable to satisfy all stakeholders, our reputation, financial

condition, results of operations, and cash flows could be negatively impacted.

We may be subject to lender liability claims, and if we are held liable under such claims, we could be subject to losses.

In recent years, a number of judicial decisions have upheld the right of borrowers to sue lending institutions on the basis of

various evolving legal theories, collectively termed “lender liability.” Generally, lender liability is founded on the premise

that a lender has either violated a duty, whether implied or contractual, of good faith and fair dealing owed to the borrower

or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or

its other creditors or stockholders. We cannot assure prospective investors that such claims will not arise or that we will not

be subject to significant liability if a claim of this type did arise.

Our investments in CMBS and CLOs and other similar structured finance investments, as well as those we structure,

sponsor or arrange, pose additional risks.

We have invested, and may from time to time in the future invest, in commercial mortgage-backed securities, or CMBS,

collateralized loan obligations, or CLOs, and other similar securities. Such securities may be issued in a variety of

structures, including senior and subordinated classes, and certain of our investments consist of subordinated classes of

securities in a structured finance investment secured by a pool of mortgages or loans, including horizontal and other risk

retention investments.

The assets underlying CMBS generally consists of commercial mortgages secured by real property, which from time to

time may include assets or properties owned directly or indirectly by us or by one or more other Blackstone Vehicles. See

“—Risks Related to Conflicts of Interest —When we make investments in which Other Blackstone Accounts also invest at

a different level of an issuer’s or borrower’s capital structure, conflicts of interest arise, and our Manager may take actions

that are adverse to us.”

Mortgage-backed securities may also have structural characteristics that distinguish them from other securities. The interest

rate payable on these types of securities may be set or effectively capped at the weighted average net coupon of the

underlying assets themselves. As a result of this cap, the return to investors in such a security would be dependent on the

relevant timing and rate of delinquencies and prepayments of mortgage loans bearing a higher rate of interest. In general,

early prepayments will have a greater impact on the yield to investors. Federal and state law may also affect the return to

investors by capping the interest rates payable by certain mortgagors. Certain mortgage-backed securities may provide for

the payment of only interest for a stated period of time. In addition, in a bankruptcy or similar proceeding involving the

originator or the servicer of the CMBS (often the same entity or an affiliate), the transfer of assets to the issuer of such

securities could be treated as a financing rather than a sale, and could be substantively consolidated with those of the

originator, or the transfer of such assets to the issuer could be voided as a fraudulent transfer.

The credit markets, including the CMBS market, have periodically experienced decreased liquidity on the primary and

secondary markets during periods of market volatility. Such market conditions could reoccur and would impact the

valuations of our investments and impair our ability to sell such investments if we were required to liquidate all or a portion

of our CMBS investments quickly. Additionally, certain securities investments, such as horizontal or other risk retention

investments in CMBS, may have certain holding period and other restrictions that limit our ability to sell such investments.

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CMBS are also affected by the quality of the credit extended. As a result, the quality of the CMBS is dependent upon the

selection of the commercial mortgages for each issuance and the cash flow generated by the commercial real estate assets,

as well as the relative diversification of the collateral pool underlying such CMBS.

Subordinated securities would likely be the first or among the first to bear the loss upon a restructuring or liquidation of the

underlying collateral and the last to receive payment of interest and principal, with no, or only a nominal amount of, equity

or other debt securities junior to such positions. The estimated fair values of such subordinated interests tend to be much

more sensitive to adverse economic downturns and underlying property developments than more senior securities. A

projection of an economic downturn, for example, could cause a decline in the price of lower credit quality CMBS or CLOs

because the ability of borrowers to make principal and interest payments on the underlying loans may be impaired.

Subordinate interests such as the subordinated classes of securities in CMBS, CLOs and similar structured finance

investments generally are not actively traded and are relatively illiquid investments. Volatility in CMBS and CLOs trading

markets may cause the value of these investments to decline. In addition, if the underlying mortgage portfolio has been

overvalued by the originator, or if the values subsequently decline and, as a result, less collateral value is available to

satisfy interest and principal payments and any other fees in connection with the trust or other conduit arrangement for such

securities, we may incur significant losses.

With respect to the CMBS and CLOs in which we invest, control over the related underlying loans will be exercised

through a special servicer or collateral manager designated by a “directing certificateholder” or a “controlling class

representative,” or otherwise pursuant to the related securitization documents. We have in the past and may in the future

acquire classes of CMBS or CLOs, for which we may not have the right to appoint the directing certificateholder or

otherwise direct the special servicing or collateral management. With respect to the management and servicing of those

loans, the related special servicer or collateral manager may take actions that could adversely affect our interests. The

exercise of remedies and successful realization of liquidation proceeds relating to commercial real estate loans underlying

CMBS and other investments may be highly dependent on the performance of the servicer, special servicer and collateral

manager. These parties may not be appropriately staffed or compensated to immediately address issues or concerns with

the underlying loans. Servicers, special servicers and collateral managers may exit the business and need to be replaced,

which could have a negative impact on the portfolio due to lack of focus during a transition. Special servicers frequently

are affiliated with investors who have purchased the most subordinate bond classes, and certain servicing actions, such as a

loan extension instead of forcing a borrower pay off, may benefit the subordinate bond classes more so than the senior

bonds. While servicers and special servicers are obligated to service the portfolio subject to a servicing standard and

maximize the present value of the loans for all investors in the securitization, servicers and special servicers with an

affiliate investment in the CMBS or other investments may have a conflict of interest. There may be a limited number of

servicers, special servicers and collateral managers available, particularly those which do not have conflicts of interest. In

addition, to the extent any such servicers, special servicers or collateral managers fail to effectively perform their

obligations pursuant to the applicable servicing agreements or collateral management agreements, such failure may

adversely affect our investments. For certain non-recourse securitization transactions we have entered into, CT Investment

Management Co., LLC, or CTIMCO, which is a subsidiary of Blackstone, is the special servicer, and any such

securitization transaction or any CMBS, CLOs or similar security we may in the future invest in for which CTIMCO is the

special servicer may present conflicts of interest. See “—Risks Related to Conflicts of Interest —To the extent we enter

into joint ventures with third parties which engage service providers and vendors as discussed herein, we may be allocated

more fees, costs and expenses than our pro rata share,” and “—Risks Related to Our Financing and Hedging” for a

discussion of additional risks related to our non-recourse securitization transactions.

Investments in non-conforming and non-investment grade rated loans or securities involve increased risk of loss.

Many of our investments may not conform to conventional loan standards applied by traditional lenders and either will not

be rated (as is typically the case for private loans) or will be rated as non-investment grade by the rating agencies. Non-

investment grade ratings typically result from the overall leverage of the loans, the lack of a strong operating history for the

properties underlying the loans, the borrowers’ credit history, the underlying properties’ cash flow or other factors. As a

result, these investments should be expected to have a higher risk of default and loss than investment-grade rated assets.

Any loss we incur may be significant and may adversely affect our results of operations and financial condition. There are

no limits on the percentage of unrated or non-investment grade rated assets we may hold in our investment portfolio.

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Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on

joint venture partners’ financial condition and liquidity and disputes between us and our joint venture partners.

We have made, and may in the future make, investments through joint ventures. Such joint venture investments may

involve risks not otherwise present when we originate or acquire investments without partners, including the following:

•we may not have exclusive control over the investment or the joint venture, which may prevent us from taking

actions that are in our best interest and could create the potential risk of creating impasses on decisions, such as

with respect to acquisitions or dispositions;

•joint venture agreements often restrict the transfer of a partner’s interest or may otherwise restrict our ability to

sell the interest when we desire and/or on advantageous terms;

•joint venture agreements may contain buy-sell provisions pursuant to which one partner may initiate procedures

requiring the other partner to choose between buying the other partner’s interest or selling its interest to that

partner;

•a partner may, at any time, have economic or business interests or goals that are, or that may become, inconsistent

with our business interests or goals, and any conflict of interest with a joint venture partner that is a Blackstone-

advised investment vehicle may not be resolved in our favor (see “—Risks Related to Conflicts of Interest —We

have invested in joint ventures with Other Blackstone Accounts and divided pool of investments with Other

Blackstone Accounts”);

•a partner may fail to fund its share of required capital contributions or may become bankrupt, which may mean

that we and any other remaining partners generally would remain liable for the joint venture’s liabilities;

•disputes between us and a partner may result in litigation or arbitration that could increase our expenses and

prevent our Manager and our officers and directors from focusing their time and efforts on our business and could

result in subjecting the investments owned by the joint venture to additional risk; or

•we may, in certain circumstances, be liable for the actions of a partner, and the activities of a partner could

adversely affect our ability to qualify as a REIT or maintain our exclusion from regulation under the Investment

Company Act, even though we do not control the joint venture.

Any of the above may subject us to liabilities in excess of those contemplated and adversely affect the value of our joint

venture investments.

Our net leased commercial property investments expose us to risks.

We have formed our Net Lease Joint Venture with a Blackstone-advised investment vehicle to invest in commercial

properties subject to triple net leases, and our Bank Loan Joint Venture with a Blackstone-advised investment vehicle has

invested in commercial properties subject to triple net leases. which exposes us to risks related to joint venture investments

(see “—Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance

on joint venture partners’ financial condition and liquidity and disputes between us and our joint venture partners”),

investments involving Blackstone-advised vehicles (see “—Risks Related to Conflicts of Interest —We are subject to

various risks arising out of Blackstone’s allocation of investment opportunities among us and Other Blackstone Accounts,

including that certain Other Blackstone Accounts have similar or overlapping investment objectives and strategies, and as a

result we will not be allocated certain opportunities and may be allocated opportunities with lower relative returns”) and

investments in net lease assets. We may also make other investments in net leased commercial properties.

Typically, net leases require the tenant to pay substantially all of the operating costs associated with the properties, such as

insurance, real estate taxes and costs of maintaining the property, and make the tenant responsible for maintaining,

operating and managing the property. Therefore, our net lease investments are materially dependent on the financial

stability and ability to achieve business success of our tenants, which in turn is materially dependent on a wide range of

factor beyond their control and ours, such as changes in consumer preferences, local economic conditions and interest rate

levels, among other macroeconomic factors. In addition, net leases typically have longer lease terms and there can be no

assurance contractual rental increases will result in market rates for the full term of the lease.

Any termination of or default on a lease by any tenant would result in lost revenue from the property and could require us

to use another source of capital to meet debt payments and other costs related to the property. If a tenant becomes bankrupt,

our rights as a property owner will be restricted, including by limiting the amount of unpaid rent we can collect, and the

tenant will have additional rights, including authority to reject and terminate its lease. If a lease is terminated for any

reason, in addition to losing revenue, we may also incur substantial costs, including capital expenditures and maintenance

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costs required for the property to be suitable for and attractive to desirable tenants. There can be no assurance we will be

able to lease any vacant property on a timely basis, favorable terms or at all.

We may make investments related to data centers which exposes us to related risks.

Certain of our investments have been and may continue to be related to data centers. Data center investments are subject to

operating risks common to the data center industry, which include changes in tenant demands or preferences. It is possible

that changes in industry practice or in technology, such as virtualization technology, more efficient or miniaturization of

computing or networking devices, or devices that require higher power densities than today’s devices, may reduce demand

for physical data center space and infrastructure or render data center properties obsolete or in need of significant upgrades

to remain viable. In addition, the development of new technologies, the adoption of new industry standards or other factors

may render the products and services of data center tenants obsolete or unmarketable and contribute to a downturn in their

businesses, thereby increasing the likelihood of defaults under data center leases, which could have an adverse effect on our

return on our investments. Our data center investments could also be adversely affected by other changes in the technology

industry, such as a decrease in the use of mobile or web-based commerce or the development of artificial intelligence, or AI

Technologies, models that utilize significantly less computing power to operate, industry slowdowns, business layoffs or

downsizing, relocation of businesses, increased costs of complying with existing or new government regulations and other

factors; a downturn in the market for data center space generally such as oversupply of or reduced demand for space; and

increased competition, including from tenants choosing to develop their own data centers. To the extent that any of these or

other adverse conditions occur, they are likely to impact market rents for, and cash flows from, our data center investments,

which could adversely affect us.

Changes in the condition of Fannie Mae or Freddie Mac or government support for rental housing and potential

related developments could adversely affect us.

Federal National Mortgage Association, or Fannie Mae, and Federal Home Loan Mortgage Corporation, or Freddie Mac,

are a major source of financing for rental housing real estate in the United States. In recent years, members of Congress

have introduced and Congressional committees have considered a substantial number of bills that include comprehensive

or incremental approaches to winding down Fannie Mae and Freddie Mac or changing their purposes, businesses or

operations. New legislation or any other decision by the U.S. government to eliminate or downscale Fannie Mae or Freddie

Mac or have the effect, directly or indirectly, of reducing government support for rental housing more generally, such as

changes in the terms or availability of loans, guarantees and credit-enhancement arrangements, or changes to the business

or structure of Fannie Mae and Freddie Mac, may adversely affect interest rates, capital availability, development of rental

housing communities and the value of rental housing assets and, as a result, may adversely affect any related business we

have or may enter into, such as our Agency Multifamily Lending Partnership.

Our Agency Multifamily Lending Partnership allows our borrowers to access multifamily agency financing through

MTRCC’s Fannie Mae Delegated Underwriting and Servicing and Freddie Mac Optigo™ lending platforms. We are

entitled to receive a portion of origination, servicing, and other fees paid under the programs for loans that we refer to

MTRCC for origination.

Our MTRCC Agency Partnership required the approval of Fannie Mae and Freddie Mac, and this approval can be

rescinded with respect to any or all loans at any time. If that occurs, MTRCC will no longer be required to make the related

payments to us, either prospectively, retroactively or both, as determined by the applicable agency. Our right to receive any

payments will also be terminated if MTRCC’s status as an authorized lender with Fannie Mae or Freddie Mac is terminated

or revoked.

In addition, Fannie Mae or Freddie Mac may lower the price they are willing to pay MTRCC with respect to loans referred

by us, or otherwise adversely change the material terms of applicable loans. Moreover, there can be no assurance MTRCC

will originate any loans that we refer to them, and the number and quality of loan opportunities we are able to refer to

MTRCC depend on a variety of factors beyond our control, including market conditions for multifamily financing

generally and in particular with respect to Fannie Mae and Freddie Mac loans.

We are also subject to a loss-sharing obligation with MTRCC, which requires us to partially guarantee the performance of

any loans originated by MTRCC under the Fannie Mae program with respect to which we are entitled to payments. We

recognize a liability for these loss-sharing obligations on our consolidated balance sheets.

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Risks Related to Our Financing and Hedging

Our significant amount of debt may subject us to increased risk of loss and could adversely affect our results of

operations and financial condition.

We currently have outstanding indebtedness and, subject to market conditions and availability, we may incur a significant

amount of additional debt through repurchase agreements, bank credit facilities (including term loans and revolving

facilities), warehouse facilities and structured financing arrangements, public and private debt issuances (including through

securitizations) and derivative instruments, in addition to transaction or asset-specific funding arrangements. We have also

issued and may in the future also issue additional debt or equity securities to fund our growth. The type and percentage of

leverage we employ will vary depending on our available capital, our ability to obtain and access financing arrangements

with lenders, the type of assets we are funding, whether the financing is recourse or non-recourse, debt restrictions

contained in those financing arrangements and the lenders’ and rating agencies’ estimate of the stability of our investment

portfolio’s cash flow. We may significantly increase the amount of leverage we utilize at any time without approval of our

board of directors. In addition, we may leverage individual assets at substantially higher levels. Incurring substantial debt

could subject us to many risks that, if realized, would materially and adversely affect us, including the risk that:

•our cash flow from operations may be insufficient to make required payments of principal of and interest on our

debt or we may fail to comply with covenants contained in our debt agreements, which, if we are unable to obtain

amendments or waivers to such covenants from financing counterparties, is likely to result in (i) acceleration of

such debt (and any other debt containing a cross-default or cross-acceleration provision), which we then may be

unable to repay from internal funds or to refinance on favorable terms, or at all, (ii) our inability to borrow

undrawn amounts under our financing arrangements, even if we are current in payments on borrowings under

those arrangements, which would result in a decrease in our liquidity, and/or (iii) the loss of some or all of our

collateral assets to foreclosure or sale;

•our debt may increase our vulnerability to adverse economic and industry conditions with no assurance that

investment yields will increase in an amount sufficient to offset the higher financing costs;

•we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt,

thereby reducing funds available for operations, future business opportunities, stockholder dividends or other

purposes; and

•we may not be able to refinance any debt that matures prior to the maturity (or realization) of an underlying

investment it was used to finance on favorable terms or at all.

There can be no assurance that a leveraging strategy will be successful, and such strategy may subject us to increased risk

of loss, harm our liquidity and could adversely affect our results of operations and financial condition.

Interest rate fluctuations could increase our financing costs, which could lead to a significant decrease in our results of

operations, cash flows and the market value of our investments.

To the extent that our financing costs are determined by reference to floating rates, such as SOFR, SONIA or a similar

index, the amount of such costs will depend on the level and movement of interest rates. In a period of rising interest rates,

our interest expense on floating rate debt would increase, while any additional interest income we earn on our floating rate

investments may be subject to caps and may not compensate for such increase in interest expense. At the same time, the

interest income we earn on our fixed rate investments would not change, the duration and weighted average life of our

fixed rate investments would increase and the market value of our fixed rate investments would decrease. Similarly, in a

period of declining interest rates, our interest income on floating rate investments would decrease, while any decrease in

the interest we are charged on our floating rate debt may be subject to floors and may not compensate for such decrease in

interest income and interest we are charged on our fixed rate debt would not change. Any such scenario could adversely

affect our results of operations and financial condition.

Our current debt agreements impose, and future debt agreements may impose, restrictive covenants, which may restrict

our flexibility to operate and make investments.

We borrow funds under various debt agreements, including master repurchase agreements, term loan facilities and notes,

with various counterparties. The documents that govern these debt agreements and the related guarantees contain, and

additional lending facilities may contain, customary affirmative and negative covenants, including financial covenants that

may restrict certain payments or distributions, how we otherwise deploy capital, or our flexibility to determine our

operating policies and investment strategy. Among other things, these agreements require us to maintain specified

minimum levels of liquidity and financial ratios. As a result, we may not be able to leverage our assets as fully as we would

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otherwise choose, which could reduce our return on assets. If we are unable to meet these collateral obligations, our

financial condition and prospects could deteriorate significantly. If we fail to meet or satisfy any of these covenants, we

would be in default under these agreements, and our lenders could elect to declare outstanding amounts due and payable,

terminate their commitments, require the posting of additional collateral and enforce their interests against existing

collateral. We have in the past amended the required levels and ratios in certain financial covenants applicable to our

master repurchase agreements, which required approval from the lender under each such agreement. If we seek additional

amendments to our financial covenants in the future, there can be no assurance we will be able to reach agreement with any

or all of the applicable lenders on favorable terms or at all. We may also be subject to cross-default and acceleration rights

in our other debt arrangements. Further, this could also make it difficult for us to satisfy the distribution requirements

necessary to maintain our qualification as a REIT for U.S. federal income tax purposes.

Our master repurchase agreements, secured credit facilities, and other financings we may enter into in the future may

require us to provide additional collateral or pay down debt.

Our master repurchase agreements and secured credit facilities with various counterparties, and any bank credit facilities,

additional repurchase agreements or other financings we enter into in the future, may involve the risk that our liquidity may

be adversely affected if the market value of the investments pledged or sold by us to the provider of the financing declines,

which may result in us providing additional collateral or repaying all or a portion of the funds advanced. Our master

repurchase agreements and secured credit facilities are generally structured without capital markets-based mark-to-market

provisions, which means the margin call provisions do not permit valuation adjustments based on capital markets events.

The majority of our master repurchase agreements and secured credit facilities are non-mark-to-market, which means the

margin call provisions only permit valuation adjustments if the loan or collateral pledged or sold by us becomes defaulted,

and the margin call provisions for the remainder are limited to collateral-specific credit marks generally determined on a

commercially reasonable basis. There can be no assurance we will not experience margin calls under any asset-level

financing that contains margin call provisions.

We may not have funds available to repay our debt at the applicable time, which would likely result in defaults unless we

are able to obtain financing from alternative sources, which may not be available on favorable terms or at all, or liquidate

assets at an inopportune time or an unfavorable price. Posting additional collateral would reduce our cash available to make

other, higher yielding investments, thereby decreasing our return on equity. If we cannot meet these requirements, the

lender or counterparty could accelerate our indebtedness, increase the interest rate on advanced funds and terminate our

ability to borrow funds from it, which could materially and adversely affect our financial condition and ability to

implement our investment strategy. Moreover, if the value of our loan has declined as of the end of that term to below the

amount advanced, or if we default on our obligations under the repurchase agreement, we will likely incur a loss on our

repurchase transactions.

Our use of leverage may create a mismatch with the duration and interest rate of the investments that we are financing.

We generally structure our leverage in order to minimize the difference between the term of our investments and the

leverage we use to finance such investments. In the event that our leverage is for a shorter term than the financed

investment, we may not be able to extend or find appropriate replacement leverage, which would have an adverse impact

on our liquidity and our returns. In the event that our leverage is for a longer term than the financed investment, we may

not be able to repay such leverage or replace the financed investment with an optimal substitute or at all, which will

negatively impact our desired leveraged returns.

We also seek to structure our leverage such that we minimize the variability between the interest rate of our investments

and the interest rate of our leverage - financing floating rate investments with floating rate leverage and fixed rate

investments with fixed rate leverage. If such leverage is not available to us from our lenders on reasonable terms, we may

use hedging instruments in an effort to effectively create such a match. For example, in the case of fixed rate investments,

we have financed and may continue to finance such investments with floating rate leverage but effectively convert all or a

portion of our fixed rate exposure to floating rate or vice versa using hedging strategies.

The success of our attempts to mitigate such risk is subject to factors outside of our control, such as the availability to us of

financing and hedging options on favorable terms, including with respect to duration and term matching. A duration

mismatch may also occur when borrowers prepay their loans faster or slower than expected. The risks of a duration

mismatch are also magnified by any extension of loans in order to maximize the likelihood and magnitude of their recovery

value in the event the loans experience credit or performance challenges. Employment of this asset management practice

effectively extends the duration of our investments, while our hedges or liabilities may have set maturity dates.

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Our loans and investments may be subject to fluctuations in interest rates that may not be adequately protected, or

protected at all, by our hedging strategies.

Our assets may include loans with either floating interest rates or fixed interest rates. Floating rate loans earn interest at

rates that adjust from time to time (typically monthly) based upon an index (typically one-month SOFR). These floating

rate loans are insulated from changes in value specifically due to changes in interest rates; however, the coupons they earn

fluctuate based upon interest rates (again, typically one-month SOFR) and, in a declining and/or low interest rate

environment, these loans will earn lower rates of interest and this will impact our operating performance. Fixed interest rate

loans, however, do not have adjusting interest rates and the relative value of the fixed cash flows from these loans will

decrease as prevailing interest rates rise or increase as prevailing interest rates fall, causing potentially significant changes

in value. We may employ various hedging strategies to limit the effects of changes in interest rates (and in some cases

credit spreads), including engaging in interest rate swaps, caps, collars, floors and other interest rate derivative products.

We believe that no strategy can completely insulate us from the risks associated with interest rate changes and there is a

risk that such strategies may provide no protection at all and potentially compound the impact of changes in interest rates.

In addition, the use of derivative financial instruments such as futures, options, swaps and forward contracts may present

significant risks, including the risk of loss of the amounts invested. These derivative financial instruments may be

purchased on exchanges or may be individually negotiated and traded in over-the-counter markets.

Further, other risk management strategies may not be properly designed to hedge, manage or otherwise reduce our interest

rate risks as intended, may not be properly implemented as designed, or otherwise not effectively offset the risks we have

identified. Further, we may not have identified, or may not even be able to identify, all the material interest rate risks we

are exposed to, and we also may choose not to hedge, in whole or in part, any of the interest rate risks that have been

identified. Hedging activities also involve the risk of an imperfect correlation between the hedging instrument and the

instrument being hedged, which could result in losses both on the hedging transaction and on the instrument being hedged.

Hedging transactions also involve certain additional risks such as counterparty risk, leverage risk, the legal enforceability

of hedging contracts, the early repayment of hedged transactions and the risk that unanticipated and significant changes in

interest rates may cause a significant loss of basis in the contract and a change in current period expense. We cannot make

assurances that we will be able to enter into hedging transactions or that such hedging transactions will adequately protect

us against the foregoing risks.

Accounting for derivatives under GAAP may be complicated. Any failure by us to meet the requirements for applying

hedge accounting in accordance with GAAP could adversely affect our earnings. In particular, derivatives are required to

be highly effective in offsetting changes in the value or cash flows of the hedged items (and appropriately designated and/

or documented as such). If it is determined that a derivative is not highly effective at hedging the designated exposure,

hedge accounting would be discontinued and the changes in fair value of the instrument would be included in our reported

net income.

Inability to access funding could have a material adverse effect on our results of operations, financial condition and

business.

Our ability to fund our loans and investments may be impacted by our ability to secure bank credit facilities (including term

loans and revolving facilities), warehouse facilities and structured financing arrangements, public and private debt

issuances (including through securitizations) and derivative instruments, in addition to transaction or asset-specific funding

arrangements and additional repurchase agreements on acceptable terms or at all. High interest rates have increased and

could continue to increase the cost of debt financing for the transactions we pursue. We may also rely on short-term

financing that would be especially exposed to changes in availability. The market price for our corporate debt, and our

ability to access debt capital markets at favorable rates will also depend on a number of other factors, including:

•the overall condition of the financial markets and global and domestic economies;

•the market’s view of the quality of our assets;

•the market’s perception of our growth potential;

•our current and potential future earnings and cash dividends;

•our financial condition, operating results and future prospects;

•any credit ratings we or our corporate debt may receive from major credit rating agencies;

•the prevailing interest rates being paid by other companies that investors consider to be comparable to us;

•the market price of our corporate debt; and

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•the market price of our class A common stock.

We may need to periodically access the capital markets to, among other things, raise cash to fund new loans and

investments. Unfavorable economic or capital markets conditions may increase our funding costs, limit our access to the

capital markets or could result in a decision by our potential lenders not to extend credit. An inability to successfully access

the capital markets could limit our ability to grow our business and fully execute our business strategy and could decrease

our earnings and liquidity. In addition, any dislocation or weakness in the capital and credit markets could adversely affect

our lenders and could cause one or more of our lenders to be unwilling or unable to provide us with financing or to increase

the costs of that financing. Furthermore, to the extent regulatory capital requirements imposed on our lenders are increased,

our lenders may be required to limit, or increase the cost of, financing they provide to us. In general, this could potentially

increase our financing costs and reduce our liquidity or require us to sell assets at an inopportune time or an unfavorable

price.

Any downgrade of our or our corporate debt’s credit ratings by any of the principal credit agencies may make it more

difficult and costly for us to access capital. Additionally, the notes issued in our securitization transactions for which we are

required to retain a portion of the credit risk, have been, and in the future may be, rated by rating agencies. There can be no

assurances that the credit ratings of our corporate debt or the notes issued in our securitization transactions will not be

downgraded in the future, whether as a result of deteriorating general economic conditions, failure to successfully

implement our operating strategy or the adverse impact on our results of operations or liquidity position of any of the

above, or otherwise.

The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in

the future. Such fluctuations could have an adverse effect on the price of our corporate debt. In addition, credit rating

agencies continually review their ratings for the companies that they follow. If, in the future, one or more rating agencies

were to provide a rating for us or our corporate debt, or the notes issued in our securitization transactions, and then reduce

or withdraw their rating, the market price of such debt or notes, or of our class A common stock may be adversely affected.

Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial

institutions, transactional counterparties or other companies in the financial services industry or the financial services

industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in

the future lead to market-wide liquidity problems. Recent or ongoing developments in banking, such as bank closures, may

also have other implications for broader economic and monetary policy, including interest rate policy, and may impact the

financial condition of banks and other financial institutions outside of the United States.

In addition, inflation, rapid increases in interest rates, and other similar macroeconomic trends or factors can result in

extreme volatility in the capital and credit markets, and economic disruptions have led and may in the future lead to a

decline in the trading value of previously issued government securities with interest rates below current market interest

rates, which may result in additional liquidity concerns for us and/or in the broader financial services industry.

If we are unable to access funding, we may not have the funds available at such future date(s) to meet our funding

obligations under a loan. In that event, we would likely be in breach of our agreement under such loan. We cannot make

assurances that we will be able to obtain any additional financing on favorable terms or at all.

We have utilized and may continue to utilize in the future non-recourse securitizations to finance our investments,

which may expose us to risks that could result in losses.

We have utilized and may utilize in the future, CLOs, CMBS or other non-recourse securitizations of certain of our

investments to generate cash for funding new investments and other purposes. These transactions generally involve

creating a special-purpose entity, contributing a pool of our assets to the entity, and selling interests in the entity or

securities issued by the entity on a non-recourse basis to purchasers (whom we would expect to be willing to accept a lower

interest rate to invest in investment-grade assets), and may involve us retaining or acquiring all or a portion of the equity

and potentially other tranches in the securitized pool of loans or investments. In addition, we have retained in the past and

may in the future retain a pari passu or subordinate participation in, or other exposure to, investments we have financed

using our CLOs. Certain of our CLOs have allowed and may in the future allow us, for a period of time following the

issuance of such CLO, to effectively replace a repaid loan in the CLO and maintain the aggregate amount of collateral

assets in the CLO, as well as the aggregate financing outstanding under the CLO, by replenishment, using the repayment

proceeds to increase the principal amount of existing CLO collateral assets, or reinvestment, using the repayment proceeds

to add new eligible collateral assets to the CLO. Because of the interests we retain, in particular with respect to equity or

similar subordinated tranches, actions taken by CTIMCO, an affiliate of our Manager or any other entity that acts as special

servicer and by our Manager, in its capacity as collateral manager of our CLOs that allow reinvestments, may result in

conflicts of interest. See “—Risks Related to Conflicts of Interest.”

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The inability to consummate non-recourse securitizations to finance our investments on a long-term basis or on favorable

terms could require us to seek other forms of financing, which may not be available on favorable terms or at all, or to

liquidate assets at an inopportune time or an unfavorable price, which could adversely affect our performance and our

ability to grow our business. Moreover, conditions in the capital markets, including volatility and disruption in the capital

and credit markets which we have experienced from time to time, may not permit a non-recourse securitization at a

particular time or may make pursuing a securitization less attractive to us even when we do have sufficient assets that we

believe might be most advantageously financed in such a transaction, which could adversely affect our performance and

our ability to grow our business. We may also suffer losses if the value of an investment we originate or acquire declines

prior to securitization. Declines in the value of an investment can be due to, among other things, changes in interest rates

and changes in the credit quality of the collateral. In addition, we may suffer a loss due to the incurrence of transaction

costs related to executing these transactions. To the extent that we incur a loss executing or participating in future

securitizations for the reasons described above or for other reasons, it could materially and adversely impact our business

and financial condition.

In addition, the securitization of investments exposes us to potential losses because any equity interest or other subordinate

interest we retain in the issuing entity would be subordinate to the securities issued to investors and we would, therefore,

absorb all of the losses sustained with respect to a securitized pool of assets before the owners of more senior classes

experience any losses. Moreover, the regulatory risk retention requirement for all asset-backed securities requires both

public and private securitizers to retain not less than 5% of the credit risk of the assets collateralizing any asset-backed

security issuance. Significant restrictions exist, and additional restrictions may be added in the future, regarding who may

hold risk retention interests, the structure of the entities that hold risk retention interests and when and how such risk

retention interests may be transferred. Therefore, such risk retention interests will generally be illiquid. As a result of the

risk retention requirements, we have and may in the future be required to purchase and retain certain interests in a

securitization into which we sell investments and/or when we act as issuer, may be required to sell certain interests in a

securitization at prices below levels that such interests have historically yielded and/or may be required to enter into certain

arrangements related to risk retention that we have not historically been required to enter into. In addition, a recently

adopted SEC rule concerning conflicts of interest in certain securitizations restricts sponsors and other securitization

participants from entering into certain transactions with respect to its sponsored asset-backed securities transactions for a

one-year period where the securitization participants are deemed to have certain conflicts of interest as defined in the rule.

This rule could limit participation by us as a sponsor or initial investor, and/or our counterparties, in certain asset-backed

securities transactions or transactions related to asset-backed securities transactions where a conflict as defined by the rule

is deemed to exist.

We may be subject to losses arising from current and future guarantees of debt and contingent obligations of our

subsidiaries, joint ventures or co-investments.

We currently guarantee certain obligations of our subsidiaries under various arrangements that provide for significant

aggregate borrowings, and we may in the future guarantee the performance of additional subsidiaries’ obligations,

including, but not limited to, additional repurchase agreements, derivative agreements and unsecured indebtedness. We also

currently guarantee (on a non-recourse basis) certain indebtedness incurred by our Net Lease Joint Venture and our Bank

Loan Joint Venture and in the future may agree to guarantee other indebtedness or other obligations incurred by other joint

ventures or co-investments. Such guarantees may be on a joint and several basis with our joint venture or co-investment

partners (including Blackstone-advised investment vehicles), in which case we may be liable in the event such partner

defaults on its guarantee obligation. The non-performance of such obligations may cause losses to us in excess of the

capital we initially may have invested or committed under such obligations and there is no assurance that we will have

sufficient capital to cover any such losses.

Hedging against interest rate or currency exposure may adversely affect our earnings, which could reduce our cash

available for distribution to our stockholders.

Subject to maintaining our qualification as a REIT, we may pursue various hedging strategies to seek to reduce our

exposure to adverse changes in interest rates and fluctuations in currencies. Our hedging activity may vary in scope based

on the level and volatility of interest rates, exchange rates, the type of assets held and other changing market conditions.

Interest rate and currency hedging may fail to protect or could adversely affect us because, among other things:

•interest rate, currency and/or credit hedging can be expensive and may result in us generating less net income;

•available interest rate or currency hedges may not correspond directly with the interest rate or currency risk for

which protection is sought;

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•due to a credit loss, prepayment or asset sale, the duration of the hedge may not match the duration of the related

asset or liability;

•the amount of income that a REIT may earn from hedging transactions (other than hedging transactions that

satisfy certain requirements of the Internal Revenue Code or that are done through a TRS (as defined below)) to

offset interest rate losses is limited by U.S. federal income tax provisions governing REITs;

•the credit quality of the hedging counterparty owing money on the hedge may be downgraded to such an extent

that it impairs our ability to sell or assign our side of the hedging transaction;

•the hedging counterparty owing money in the hedging transaction may default on its obligation to pay;

•we may fail to recalculate, readjust and execute hedges in an efficient manner; and

•legal, tax and regulatory changes could occur and may adversely affect our ability to pursue our hedging strategies

and/or increase the costs of implementing such strategies.

Any hedging activity in which we engage may materially and adversely affect our results of operations and cash flows.

Therefore, while we may enter into such transactions seeking to reduce risks, unanticipated changes in interest rates, credit

spreads or currencies may result in poorer overall investment performance than if we had not engaged in any such hedging

transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy

and price movements in the portfolio positions or liabilities being hedged may vary materially. Moreover, for a variety of

reasons, we may not seek to establish a perfect correlation between such hedging instruments and the portfolio positions or

liabilities being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us

to risk of loss.

In addition, some hedging instruments involve additional risk because they are not traded on regulated exchanges,

guaranteed by an exchange or its clearing house, or regulated by any U.S. or foreign governmental authorities.

Consequently, we cannot make assurances that a liquid secondary market will exist for hedging instruments purchased or

sold, and we may be required to maintain a position until exercise or expiration, which could result in significant losses. In

addition, regulatory requirements with respect to derivatives, including eligibility of counterparties, reporting,

recordkeeping, exchange of margin, financial responsibility or segregation of customer funds and positions are still under

development and could impact our hedging transactions and how we and our counterparty must manage such transactions.

If we reduce our use of derivatives as a result of such regulatory requirements, our results of operations may become more

volatile and our cash flows may become less predictable.

We are subject to counterparty risk associated with our hedging activities.

As of December 31, 2025, we were party to outstanding derivative agreements with an aggregate notional value of

$2.7 billion. We are subject to credit risk with respect to the counterparties to derivative contracts (whether a clearing

corporation in the case of exchange-traded instruments or another third party in the case of OTC instruments). If a

counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial

difficulties, we may experience significant delays in obtaining any recovery under the derivative contract in a dissolution,

assignment for the benefit of creditors, liquidation, winding-up, bankruptcy, or other analogous proceeding. In addition, if a

counterparty fails or refuses to meet their obligations under a derivative contract, then our efforts to mitigate risks may be

ineffective, which may adversely affect our financial condition. In the event of the insolvency of a counterparty to a

derivative transaction, the derivative transaction would typically be terminated at its fair market value. If we are owed this

fair market value in the termination of the derivative transaction and its claim is unsecured, we will be treated as a general

creditor of such counterparty, and will not have any claim with respect to the underlying security. We may obtain only a

limited recovery or may obtain no recovery in such circumstances. In addition, the business failure of a counterparty with

whom we enter into a hedging transaction will most likely result in its default, which may result in the loss of potential

future value and the loss of our hedge and force us to cover our commitments, if any, at the then current market price.

If we enter into certain hedging transactions or otherwise invest in certain derivative instruments, failure to obtain and

maintain an exemption from being regulated as a commodity pool operator could subject us to additional regulation and

compliance requirements which could materially adversely affect our business and financial condition.

Rules under the Dodd-Frank Act establish a comprehensive regulatory framework for derivative contracts commonly

referred to as “swaps.” Under this regulatory framework, mortgage real estate investment trusts, or mREITs, that trade in

commodity interest positions (including swaps) are considered “commodity pools” and the operators of such mREITs

would be considered “commodity pool operators,” or CPOs. Absent relief, a CPO must register with the U.S. Commodity

Futures Trading Commission, or CFTC, and become a member of the National Futures Association, or NFA, which

requires compliance with NFA’s rules and renders such CPO subject to regulation by the CFTC, including with respect to

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disclosure, reporting, recordkeeping and business conduct. We may from time to time, directly or indirectly, invest in

instruments that meet the definition of “swap” under the Dodd-Frank Act rules, which may subject us to oversight by the

CFTC. Our board of directors has appointed our Manager to act as our CPO in the event we are deemed a commodity pool.

In the event that we invest in commodity interests, absent relief, our Manager would be required to register as a CPO. Our

Manager is exempt from registration as a CPO with the CFTC pursuant to certain no-action relief for the CPO of a

qualifying mortgage REIT (and in that regard, we intend to identify as a “mortgage REIT” for U.S. federal income tax

purposes). In addition, our Manager may in the future claim a different exemption from registration as a CPO with the

CFTC. Therefore, unlike a registered CPO, our Manager will not be required to provide prospective investors with a CFTC

compliant disclosure document, nor will our Manager be required to provide investors with periodic account statements or

certified annual reports that satisfy the requirements of CFTC rules applicable to registered CPOs, in connection with any

offerings of shares.

As an alternative to an exemption from registration, our Manager may register as a CPO with the CFTC and avail itself of

certain disclosure, reporting and record-keeping relief under CFTC Rule 4.7.

The CFTC has substantial enforcement power with respect to violations of the laws over which it has jurisdiction,

including anti-fraud and anti-manipulation provisions. Among other things, the CFTC may suspend or revoke the

registration of a person who fails to comply, prohibit such a person from trading or doing business with registered entities,

impose civil money penalties, require restitution and seek fines or imprisonment for criminal violations. Additionally, a

private right of action exists against those who violate the laws over which the CFTC has jurisdiction or who willfully aid,

abet, counsel, induce or procure a violation of those laws. In the event we fail to receive interpretive relief from the CFTC

on this matter, are unable to claim an exemption from registration and fail to comply with the regulatory requirements of

these new rules, we may be unable to use certain types of hedging instruments or we may be subject to significant fines,

penalties and other civil or governmental actions or proceedings, any of which could adversely affect our results of

operations and financial condition.

Risks Related to Our Relationship with Our Manager

We depend on our Manager and its personnel for our success. We may not find a suitable replacement for our Manager

if the Management Agreement is terminated, or if key personnel cease to be employed by our Manager or Blackstone or

otherwise become unavailable to us.

We are externally managed by our Manager pursuant to the Management Agreement. We currently have no employees and

all of our officers are employees of Blackstone or its affiliates. We are completely reliant on our Manager, which has

significant discretion as to the implementation of our investment and operating policies and strategies.

Our success depends to a significant extent upon the efforts, experience, diligence, skill, and network of business contacts

of the officers and key personnel of our Manager and its affiliates, as well as the persons and firms our Manager retains to

provide services on our behalf. Our Manager is managed by senior professionals of Blackstone. These individuals oversee

the evaluation, negotiation, execution and monitoring of our loans and other investments and financings, and the

maintenance of our qualification as a REIT and exclusion from regulation under the Investment Company Act; therefore,

our success depends on their skills and management expertise and continued service with our Manager and its affiliates.

Furthermore, there is significant competition among financial sponsors, investment banks and other real estate debt

investors for hiring and retaining qualified investment professionals and there can be no assurance that such professionals

will continue to be associated with us, our Manager or its affiliates or that any replacements will perform well.

There is no guarantee that any non-competition and non-solicitation agreements to which senior professionals of

Blackstone are subject, together with Blackstone’s other arrangements with them, will prevent them from leaving, joining

our competitors or otherwise competing with us. In addition, there is no assurance that such agreements will be enforceable

in all cases, particularly as states enact legislation aimed at effectively prohibiting non-competition agreements. For

example, legislation that would prohibit post‐employment non‐competition agreements except in limited circumstances has

been introduced in New York.

In addition, we can offer no assurance that our Manager will remain our investment manager or that we will continue to

have access to our Manager’s officers and key personnel. The current term of the Management Agreement extends to

December 19, 2026, and may be renewed for additional one-year terms thereafter; provided, however, that our Manager

may terminate the Management Agreement annually upon 180 days’ prior notice. If the Management Agreement is

terminated and no suitable replacement is found to manage us, we may not be able to achieve our investment objectives.

Furthermore, we may incur certain costs in connection with a termination of the Management Agreement.

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The personnel of our Manager, as our external manager, are not required to dedicate a specific portion of their time to

the management of our business.

Neither our Manager nor any other Blackstone affiliate is obligated to dedicate any specific personnel exclusively to us, nor

are they or their personnel obligated to dedicate any specific portion of their time to the management of our business. In

addition, pursuant to the terms of our Management Agreement, our Manager retains, for and on our behalf and at our

expense, the services of certain other persons and firms as our Manager deems necessary or advisable in connection with

managing our operations. Certain of these providers include affiliates of Blackstone and its portfolio companies. As a

result, we cannot provide any assurances regarding the amount of time our Manager or its affiliates will dedicate to the

management of our business and our Manager may have conflicts in allocating its time, resources and services among our

business and any Other Blackstone Accounts (as defined under “—Risks Related to Conflicts of Interest—We are subject

to conflicts of interest, or conflicting loyalties, arising out of our relationship with Blackstone and these conflicts may not

be identified or resolved in a manner favorable to us”) our Manager (or its personnel) may manage and expenses allocable

to us may increase where third parties are retained to provide services to us. Each of our officers is also an employee of our

Manager or another Blackstone affiliate, who has now or may be expected to have significant responsibilities for other

investment vehicles currently managed by Blackstone and its affiliates. Consequently, we may not receive the level of

support and assistance that we otherwise might receive if we were internally managed. Our Manager and its affiliates are

not restricted from entering into other investment advisory relationships or from engaging in other business activities.

Our Manager manages our portfolio pursuant to very broad investment guidelines and is not required to seek the

approval of our board of directors for each investment, financing, asset allocation or hedging decision made by it, which

may result in our making riskier investments and which could adversely affect our results of operations and financial

condition.

Our Manager is authorized to follow very broad investment guidelines that provide it with broad discretion over

investment, financing, asset allocation and hedging decisions. Our board of directors will periodically review our

investment guidelines and our investment portfolio but will not, and will not be required to, review and approve in advance

all of our proposed investments or our financing, asset allocation or hedging decisions. In addition, in conducting periodic

reviews, our directors rely primarily on information provided to them by our Manager or its affiliates. Subject to

maintaining our REIT qualification and our exclusion from regulation under the Investment Company Act, our Manager

has significant latitude within the broad investment guidelines in determining the types of investments we make, and how

such loans and investments are financed or hedged, which could result in investment returns that are substantially below

expectations or that result in losses, which could adversely affect our results of operations and financial condition, or may

otherwise not be in our best interests.

Termination of our Management Agreement would be costly.

Termination of our Management Agreement would be difficult and costly. Our independent directors review our

Manager’s performance annually and the Management Agreement may be terminated each year upon the affirmative vote

of at least two-thirds of our independent directors, based upon a determination that (i) our Manager’s performance is

unsatisfactory and materially detrimental to us or (ii) the base management fee and incentive fee payable to our Manager

are not fair (provided that in this instance, our Manager will be afforded the opportunity to renegotiate the management fee

and incentive fees prior to termination). Under these circumstances, the Management Agreement provides that we will pay

our Manager a termination fee equal to three times the sum of the average annual base management fee and the average

annual incentive fee earned during the 24-month period immediately preceding the date of termination, calculated as of the

end of the most recently completed fiscal quarter prior to the date of termination. These provisions increase the cost to us of

terminating the Management Agreement and adversely affect our ability to terminate our Manager.

Our Manager maintains primarily a contractual relationship with us. Our Manager’s liability is limited under our

Management Agreement, and we have agreed to indemnify our Manager against certain liabilities.

Pursuant to our Management Agreement, our Manager does not assume any responsibility other than to render the services

called for thereunder and is not responsible for any action of our board of directors in following or declining to follow its

advice or recommendations. Our Manager is a registered investment adviser with the SEC that maintains primarily a

contractual relationship with us, with its duties as set forth in and modified by our Management Agreement. Under the

terms of the Management Agreement, our Manager and its affiliates and their respective directors, officers, employees and

stockholders are not liable to us, our directors, our stockholders or any subsidiary of ours, or their directors, officers,

employees or stockholders for any acts or omissions performed in accordance with and pursuant to the Management

Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless

disregard of their duties under the Management Agreement. We have agreed to indemnify our Manager and its affiliates

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and their respective directors, officers, employees and stockholders with respect to all expenses, losses, damages, liabilities,

demands, charges and claims arising from acts or omissions of our Manager not constituting bad faith, willful misconduct,

gross negligence or reckless disregard of duties, performed or not performed in good faith in accordance with and pursuant

to the Management Agreement. As a result, we could experience poor performance or losses for which our Manager would

not be liable.

We do not own the Blackstone or BXMT name, but we may use it as part of our corporate name pursuant to a

trademark license agreement with an affiliate of Blackstone. Use of the name by other parties or the termination of our

trademark license agreement may harm our business.

We have entered into a trademark license agreement with an affiliate of Blackstone pursuant to which it has granted us a

fully paid-up, royalty-free, non-exclusive, non-transferable license to use the names “Blackstone Mortgage Trust, Inc.” and

“BXMT.” Under this agreement, we have a right to use these names for so long as our Manager (or another affiliate of

Blackstone that serves as the licensor) serves as our Manager (or another managing entity) and our Manager remains an

affiliate of the licensor under the trademark license agreement. The trademark license agreement may also be earlier

terminated by either party as a result of certain breaches or for convenience upon 90 days’ prior written notice; provided

that upon notification of such termination by us, the licensor may elect to effect termination of the trademark license

agreement immediately at any time after 30 days from the date of such notification. The licensor and its affiliates, such as

Blackstone, will retain the right to continue using the “Blackstone” and “BXMT” names. We will further be unable to

preclude the licensor from licensing or transferring the ownership of the “Blackstone” or “BXMT” names to third parties,

some of whom may compete with us. Consequently, we will be unable to prevent any damage to goodwill that may occur

as a result of the activities of the licensor, Blackstone or others. Furthermore, in the event that the trademark license

agreement is terminated, we would be required to, among other things, change our name and NYSE ticker symbol. Any of

these events could disrupt our recognition in the marketplace, damage any goodwill we may have generated and otherwise

harm our business.

Risks Related to Conflicts of Interest

We are subject to conflicts of interest, or conflicting loyalties, arising out of our relationship with Blackstone and these

conflicts may not be identified or resolved in a manner favorable to us.

Blackstone has conflicts of interest, or conflicting loyalties, as a result of the numerous activities and relationships of

Blackstone, our Manager, Other Blackstone Accounts (including Blackstone Real Estate Debt Funds), Portfolio Entities

and the affiliates, partners, members, shareholders, officers, directors, family members and employees of the foregoing,

some of which are described herein. However, not all potential, apparent and actual conflicts of interest are included in this

report, and additional conflicts of interest could arise as a result of new activities, transactions or relationships commenced

in the future.

If any matter arises that our Manager determines in its good faith judgment constitutes an actual and material conflict of

interest, our Manager will take such actions as our Manager determines in good faith may be necessary or appropriate to

mitigate the conflict in a fair and reasonable manner in accordance with Blackstone’s prevailing protocols and procedures

with respect to conflicts resolution among Other Blackstone Accounts generally. Certain transactions between us and

Blackstone or its affiliates will require approval by our board of directors, including a majority of our independent

directors. There can be no assurance that conflicts of interest will be identified or resolved in a manner that is favorable to

us. “Other Blackstone Accounts” means, individually and collectively and including, as the context may require, us,

investment funds, REITs, vehicles, accounts, products and/or other similar arrangements sponsored, advised, and/or

managed by Blackstone or its affiliates, whether currently in existence or subsequently established (in each case, including

any related successor funds, alternative vehicles, supplemental capital vehicles, surge funds, over-flow funds, co-

investment vehicles and other entities formed in connection with Blackstone or its affiliates side-by-side or additional

general partner investments with respect thereto). “Portfolio Entity” means, individually and collectively, any entity in

which we or an Other Blackstone Account owns, directly or indirectly, an equity interest or debt interest, including, as the

context may require, portfolio companies, holding companies, special purpose vehicles and other entities through which

investments are held, including the issuers or borrowers thereof. “Blackstone Real Estate Debt Funds” means, individually

and collectively and including, as the context may require, us, BREDS’ latest flagship real estate debt fund and potential

successor funds, related separately managed accounts and Other Blackstone Accounts that may employ real estate debt or

credit-oriented strategies. In this report and in other filings we have made and will make in the future, we also refer (as

applicable and as the context may require), to Other Blackstone Accounts as Blackstone-advised investment vehicles,

Blackstone Real Debt Funds as BREDS-advised private funds, and Portfolio Entities as Portfolio Entities owned by

Blackstone-advised investment vehicles, borrowers, issuers or investments.

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For more information about our relationship and transactions with Blackstone, our Manager, Other Blackstone Accounts

(including Blackstone Real Estate Debt Funds) and Portfolio Entities, see Note 21 to our consolidated financial statements

as well as the corresponding Note in any future filings including consolidated financial statements we make with the SEC,

and the information that will be disclosed pursuant to Item 13. “Certain Relationships and Related Transactions, and

Director Independence” in our definitive proxy statement with respect to our 2026 annual meeting of shareholders, which

is incorporated by reference into this Annual Report on Form 10-K.

Our Manager’s fee structure may not create proper incentives or may induce our Manager and its affiliates to cause us

to make certain investments, including speculative investments, which increase the risk of our investment portfolio.

We pay our Manager base management fees regardless of the performance of our portfolio. Our Manager’s entitlement to

base management fees, which is not based upon performance metrics or goals, might reduce its incentive to devote its time

and effort to seeking loans and investments that provide attractive risk-adjusted returns for our portfolio. Because the base

management fees are also based in part on our outstanding equity, our Manager may also be incentivized to advance

strategies that increase our equity, and there may be circumstances where increasing our equity will not optimize the

returns for our stockholders. Consequently, we are required to pay our Manager base management fees in a particular

period despite experiencing a net loss or a decline in the value of our portfolio during that period. Moreover, we have in the

past and may in the future pay our Manager’s fees in shares of our class A common stock, which could dilute our

stockholders’ ownership.

Our Manager also has the ability to earn incentive fees each quarter based on our earnings, which may create an incentive

for our Manager to cause us to invest in assets with higher yield potential, which are generally riskier or more speculative,

or sell an asset prematurely for a gain, in an effort to increase our short-term net income and thereby increase the incentive

fees to which it is entitled.

In addition, we are required to reimburse our Manager or its affiliates for documented costs and expenses incurred by it and

its affiliates on our behalf, except those specifically required to be borne by our Manager under our Management

Agreement. Accordingly, to the extent that our Manager retains other parties to provide services to us, expenses allocable

to us will increase. If our interests and those of our Manager are not aligned, the execution of our business may not be

successful and our results of operations could be adversely affected.

Blackstone personnel work on other projects and conflicts will arise in the allocation of personnel between us and other

projects.

Our Manager and its affiliates will devote such time and attention as they determine to be necessary to conduct our

business affairs in an appropriate manner. However, Blackstone personnel, including members of our Manager’s

investment committee, will work on other projects, serve on other committees (including boards of directors) and source

potential investments for and otherwise assist the investment programs of Other Blackstone Accounts and their Portfolio

Entities, including other investment programs to be developed in the future. Certain non-investment professionals are not

dedicated solely to our Manager but rather perform functions that benefit us as well as Other Blackstone Accounts, our

Manager and/or Blackstone, which is expected to detract from the time and attention such persons devote to our Manager.

Even some key personnel of our Manager who will devote substantially all of their time and attention to us do not devote

their time and attention solely to us. Time spent on these other initiatives diverts attention from our activities, which could

negatively impact us. Furthermore, Blackstone and Blackstone personnel derive financial benefit from these other

activities, including fees and performance-based compensation. Blackstone personnel share in the fees and performance-

based compensation generated by Other Blackstone Accounts. These and other factors create conflicts of interest in the

allocation of time by such personnel. Our Manager’s determination of the amount of time and attention necessary to

conduct our activities will be conclusive, and we rely on our Manager’s judgment in this regard.

Blackstone is subject to a number of conflicts of interest, regulatory oversight and legal and contractual restrictions due

to its multiple business lines, which may reduce the benefits that Blackstone could otherwise expect to utilize for our

Manager for purposes of identifying and managing our investments.

Blackstone has multiple business lines, including the Blackstone Capital Markets Group, which Blackstone, Other

Blackstone Accounts and their Portfolio Entities and third parties will, in certain circumstances, engage for debt and equity

financings and to provide other investment banking, brokerage, investment advisory or other services. As a result of these

activities, Blackstone is subject to a number of actual and potential conflicts of interest, greater regulatory oversight and

more legal and contractual restrictions than if it had one line of business. For example, Blackstone may come into

possession of information that limits our ability to engage in potential transactions. Similarly, other Blackstone businesses

and their personnel may be prohibited by law or contract from sharing information with our Manager or its affiliates that

38

would be relevant to monitoring our investments and other activities. Additionally, Blackstone or Other Blackstone

Accounts can be expected to enter into covenants that restrict or otherwise limit our ability to make investments in, or

otherwise engage in, certain businesses or activities. For example, Other Blackstone Accounts may grant exclusivity to a

joint venture partner that limits us and Other Blackstone Accounts from owning assets within a certain distance of any of

the joint venture’s assets, or Blackstone or an Other Blackstone Account could have entered into a non-compete in

connection with a sale or other transaction. These types of restrictions may negatively impact our ability to implement our

investment strategy. Finally, certain personnel who are members of our investment team or our Manager’s investment

committee may be excluded from participating in certain investment decisions due to conflicts involving other businesses

or for other reasons, including other business activities, in which case we will not benefit from their experience. Our

stockholders will not receive a benefit from any fees earned by Blackstone or its personnel from these other businesses.

Blackstone and its affiliates, including our Manager, have implemented protocols and procedures to address conflicts that

arise as a result of their various activities, as well as regulatory and other legal considerations, among other prevailing

protocols with respect to conflicts resolution among Other Blackstone Accounts generally. Because Blackstone has many

different asset management and advisory businesses, including private equity, growth equity, a credit business, an

infrastructure business, a hedge fund business, a capital markets group, a life sciences business and a real estate advisory

business, it is subject to a number of actual and potential conflicts of interest, greater regulatory oversight and more legal

and contractual restrictions than it would otherwise be subject to if it had just one line of business. In addressing these

conflicts and regulatory, legal and contractual requirements across its various businesses and to protect against the

inappropriate sharing and/or use of information between Blackstone Real Estate and the other business units at Blackstone,

Blackstone has implemented certain policies and procedures (e.g., Blackstone’s information wall policy) regarding the

sharing of information which have the potential to reduce the positive synergies and collaborations that our Manager could

otherwise expect to utilize for purposes of identifying, pursuing and managing attractive investments. For example,

Blackstone will from time to time come into possession of material nonpublic information with respect to companies in

which Other Blackstone Accounts may be considering making an investment or companies that are Other Blackstone

Accounts. As a consequence, that information, which could be of benefit to us, might become restricted to those other

respective businesses and otherwise be unavailable to us. However, certain business units will have access to form

documents used by other business units; for example, when providing “seller financing” in connection with a sale, we may

utilize form debt or credit agreements utilized or created by Other Blackstone Accounts with a strategy that focuses on debt

investments and vice versa. There can be no assurance, however, that any such policies and/or procedures will be effective

in accomplishing their stated purpose and/or that they will not otherwise adversely affect our ability to effectively achieve

our investment objectives by unduly limiting our investment flexibility and/or the flow of otherwise appropriate

information between our Manager and other business units at Blackstone. For example, in some instances, personnel of

Blackstone would be unable to assist with our activities as a result of these walls. There can be no assurance that additional

restrictions will not be imposed that would further limit the ability of Blackstone to share information internally. In

addition, due to these restrictions, in some instances, we may not be able to initiate a transaction that we otherwise might

have initiated and may not be able to purchase or sell an investment that we otherwise might have purchased or sold, which

could negatively affect our operations.

In addition, to the extent that Blackstone is in possession of material nonpublic information or is otherwise restricted from

trading in certain securities, we and our Manager may also be deemed to be in possession of such information or be

otherwise restricted. Additionally, the terms of confidentiality or other agreements with or related to companies in which

any Other Blackstone Account has made or has considered making an investment or which is otherwise a client of

Blackstone or an Other Blackstone Account or their affiliates, will from time to time restrict or otherwise limit the ability

of Blackstone and its affiliates, including our Manager, and us to make investments in or otherwise engage in businesses or

activities competitive with such companies. Blackstone reserves the right to enter into one or more strategic relationships in

certain regions or with respect to certain types of investments that, although intended to provide greater opportunities for

us, may require us to share such opportunities or otherwise limit the amount of an opportunity we can otherwise take.

Blackstone is under no obligation to decline any engagements or investments in order to make an investment opportunity

available to us. Blackstone and its employees have long-term relationships with a significant number of corporations and

their senior management. In determining whether to invest in a particular transaction on our behalf, our Manager and its

affiliates will consider such relationships when evaluating an investment opportunity (including any incentives or

disincentives as part of such relationships), and such relationships can be expected to influence our Manager’s decision to

make or not make particular investments on our behalf (e.g., investments in a competitor of a client or any other person

with whom Blackstone has a relationship). We may be forced to sell or hold existing investments as a result of investment

banking relationships or other relationships that Blackstone and its affiliates may have or transactions or investments that

Blackstone may make or has made. Therefore, there can be no assurance that all potentially suitable investment

opportunities that come to the attention of Blackstone will be made available to us. See “—We are subject to various risks

arising out of Blackstone’s allocation of investment opportunities among us and Other Blackstone Accounts, including that

certain Other Blackstone Accounts have similar or overlapping investment objectives and strategies, and as a result we will

39

not be allocated certain opportunities and may be allocated opportunities with lower relative returns” below. We may also

co-invest with Other Blackstone Accounts or other persons with whom Blackstone has a relationship in particular

investment opportunities, and other aspects of these Blackstone relationships could influence the decisions made by our

Manager and its affiliates with respect to our investments and otherwise result in a conflict.

Blackstone, its affiliates and their related parties and personnel participate in underwriting and lending syndicates and

otherwise act as arrangers or sources of financing, including with respect to the public offering and private placement of

debt (including through securitizations) or equity securities issued by, and loan proceeds borrowed by us or our subsidiaries

or advise on such transactions. Underwritings and financings can be on a firm commitment basis or on an uncommitted, or

“best efforts”, basis, and the underwriting or financing parties are under no duty to provide any commitment unless

specifically set forth in the relevant contract. Blackstone can also be expected to provide, either alone or alongside third

parties performing similar services, placement, financial advisory or other similar services to purchasers or sellers of

securities (including in connection with primary offerings, secondary transactions and/or transactions involving special

purpose acquisition companies), including loans or instruments issued by its Portfolio Entities. Blackstone’s compensation

for such services is expected to be paid by the applicable seller (including us), one or more underwriters or financing

parties (including amounts paid by an issuer and reimbursed by one or more underwriters) and/or other transaction parties.

A Blackstone broker-dealer will from time to time act as the managing underwriter, a member of the underwriting

syndicate or broker for us or our subsidiaries, or as dealer, broker or advisor to a counterparty to us or our subsidiaries, and

purchase securities from or sell securities to us, our subsidiaries, Other Blackstone Accounts or their Portfolio Entities, or

advise on such transactions. For example, Blackstone Securities Partners L.P., or BSP, a broker-dealer affiliate of our

Manager, has been, and is expected to continue to be, engaged on terms equivalent to those of unaffiliated third parties as a

member of the syndicate and participated in broad syndications led by third-party banks for our securities offerings and

other financing transactions, including our Term Loan B. Blackstone will also from time to time, on our behalf or on behalf

of other parties to a transaction involving us, effect transactions, including transactions in the secondary markets, subject to

applicable law that result in commissions or other compensation paid to Blackstone by us or the counterparty to the

transaction, thereby creating a potential conflict of interest. This could include, by way of example, fees and/or

commissions for equity syndications to co-investment vehicles. Subject to applicable law, Blackstone will from time to

time receive underwriting fees, discounts, placement commissions, loan modification or restructuring fees, servicing fees,

capital markets, advisory fees, lending arrangement fees, asset/property management fees, insurance (including title

insurance fees), incentive fees, consulting fees, monitoring fees, commitment fees, syndication fees, origination fees,

organizational fees, operational fees, loan servicing fees, and financing and divestment fees (or, in each case, rebates in lieu

of any such fees, whether in the form of purchase price discounts or otherwise, even in cases where Blackstone, an Other

Blackstone Account or their Portfolio Entities are purchasing debt) or other compensation with respect to the foregoing

activities, which are not required to be shared with us or our stockholders and will not reduce our Manager’s management

fee.

Sales of securities for our account may from time to time be bunched or aggregated with orders for other accounts of

Blackstone including Other Blackstone Accounts. It could be impossible, as determined by our Manager and its affiliates in

their sole discretion, to receive the same price or execution on the entire volume of securities sold, and the various prices

will, in certain circumstances, therefore be averaged which may be disadvantageous to us. When Blackstone serves as

underwriter with respect to securities held by us or any of our subsidiaries, we could be subject to a “lock-up” period

following the offering under applicable regulations during which time we would be unable to sell any securities subject to

the “lock-up”. This may prejudice our ability to dispose of such securities at an opportune time. These conflicts related to

securities and lending activities will not necessarily be resolved in our favor. Our stockholders will not receive any benefit

from any such investments.

On October 1, 2015, Blackstone spun off its financial and strategic advisory services, restructuring and reorganization

advisory services, and its Park Hill Group fund placement businesses and combined these businesses with PJT Partners

Inc., or PJT, an independent financial advisory firm founded by Paul J. Taubman. While the combined business operates

independently from Blackstone and is not an affiliate thereof, it is expected that there will be substantial overlapping

ownership between Blackstone and PJT for a considerable period of time going forward. Therefore, conflicts of interest

will arise in connection with transactions between or involving us, on the one hand, and PJT, on the other. The pre-existing

relationship between Blackstone and its former personnel involved in financial and strategic advisory services at PJT, the

overlapping ownership and co-investment and other continuing arrangements between PJT and Blackstone can be expected

to influence our Manager to select or recommend PJT to perform services for us (the cost of which will generally be borne

directly or indirectly by us). See also “— Our Manager may face conflicts of interests in choosing our service providers

and certain service providers may provide services to our Manager or Blackstone on more favorable terms than those

payable by us” below.

Blackstone receives, generates or obtains various kinds of data and information from us, Other Blackstone Accounts and

Portfolio Entities, including but not limited to data and information relating to or created in connection with business

40

operations, financial results, trends, budgets, plans, suppliers, customers, employees, contractors, sustainability matters,

energy usage, carbon emissions and related metrics, financial information, commercial and transactional information,

customer and user data, employee and contractor data, supplier and cost data, and other related data and information, some

of which is sometimes referred to as alternative data or “big data.” Blackstone can be expected to be better able to

anticipate macroeconomic and other trends, and otherwise develop investment themes or identify specific investment,

trading or business opportunities, as a result of its access to (and rights regarding, including use, ownership, distribution

and derived works rights over) this data and information from us, Other Blackstone Account and Portfolio Entities.

Blackstone has entered and will continue to enter into information sharing and use, measurement and other arrangements

with Other Blackstone Accounts, Portfolio Entities and us, as well as related parties and service providers, which will give

Blackstone access to (and rights regarding, including, use, ownership, distribution and derived works rights over) data that

it would not otherwise obtain in the ordinary course. Further, this alternative data is expected to be aggregated across us,

Other Blackstone Accounts and Portfolio Entities. Although Blackstone believes that these activities improve Blackstone’s

investment management and other business activities on our behalf and on behalf of Other Blackstone Accounts,

information obtained from us and Portfolio Entities also provides material benefits to Blackstone or Other Blackstone

Accounts without compensation or other benefit accruing to us or our stockholders. For example, information obtained

from a Portfolio Entity can be expected to enable Blackstone to better understand a particular industry, enhance

Blackstone’s ability to provide advice or direction on strategy or operations to the management team of Portfolio Entities

owned by us and Other Blackstone Accounts and execute trading and investment strategies in reliance on that

understanding for Blackstone and Other Blackstone Accounts that do not own an interest in the Portfolio Entity, without

compensation or benefit to us or the Portfolio Entities. Blackstone is expected to serve as the repository for data described

in this paragraph, including with ownership, use and distribution rights therein.

Furthermore, except for contractual obligations to third parties to maintain confidentiality of certain information or

otherwise limit the scope and purpose of its use or distribution, and regulatory limitations on the use of material nonpublic

information, Blackstone is generally free to use and distribute data and information from our activities to assist in the

pursuit of Blackstone’s various other activities, including but not limited to, trading activities for the benefit of Blackstone

or an Other Blackstone Account. For example, Blackstone’s ability to trade in securities of an issuer relating to a specific

industry may, subject to applicable law, be enhanced by information of a Portfolio Entity in the same or related industry.

Such trading or other business activities is expected to provide a material benefit to Blackstone without compensation or

other benefit to us or our stockholders.

The sharing and use of “big data” and other information presents potential conflicts of interest and any benefits received by

Blackstone or its personnel (including fees (in cash or in kind), costs and expenses) will not offset our Manager’s

management fee or otherwise be shared with our stockholders. As a result, our Manager has an incentive to pursue

investments that have data and information that can be utilized in a manner that benefits Blackstone or Other Blackstone

Accounts.

Other present and future activities of Blackstone and its affiliates (including our Manager) will from time to time give rise

to additional conflicts of interest relating to us and our investment activities. In the event that any such conflicts of interest

arise, we will attempt to resolve such conflicts in a fair and equitable manner. Investors should be aware that conflicts will

not necessarily be resolved in favor of our interests.

Blackstone engages various advisors and operating partners who may co-invest alongside us, and there can be no

assurance that such advisors and operating partners will continue to serve in such roles.

Blackstone, its affiliates and their personnel and related parties engage and retain strategic advisors, consultants, senior

advisors, industry experts, joint venture and other partners and professionals, any of whom might be current or former

executives or other personnel of our Manager, its affiliates, Portfolio Entities or Other Blackstone Accounts, or,

collectively, Consultants, to provide a variety of services. Similarly, we, Other Blackstone Accounts and Portfolio Entities

retain and pay compensation to Consultants to provide services, or to undertake a build-up strategy to originate, acquire

and develop assets and businesses in a particular sector or involving a particular strategy. Any amounts paid by us or a

Portfolio Entity to Consultants in connection with the above services, including cash fees, profits, or equity interests in a

Portfolio Entity, discretionary bonus awards, performance-based compensation (e.g., promote), retainers and expense

reimbursements, will be treated as our expenses or expenses of the Portfolio Entity, as the case may be, and will not, even

if they have the effect of reducing any retainers or minimum amounts otherwise payable by our Manager, be chargeable to

our Manager or deemed paid to or received by our Manager, or offset or reduce any management fees to our Manager.

Also, Consultants may co-invest alongside us in investments and participate in long-term incentive plans of a Portfolio

Entity, which generally will result in us being allocated a smaller share of an investment. Consultants’ benefits described in

this paragraph may continue after termination of status as a Consultant.

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The time, dedication and scope of work of a Consultant varies considerably. In some cases, a Consultant advises

Blackstone on transactions, provides our Manager with industry-specific insights and feedback on investment themes,

assists in transaction due diligence, and makes introductions to, and provides reference checks on, management teams. In

other cases, Consultants take on more extensive roles, including serving as executives or directors on the boards of

Portfolio Entities and contributing to the identification and origination of new investment opportunities. We may rely on

these Consultants to recommend our Manager and us as a preferred investment partner and carry out our investment

program, but there is no assurance that any Consultant will continue to be involved with us for any length of time. We,

Blackstone, and/or Portfolio Entities can be expected to have formal or informal arrangements with Consultants that may or

may not have termination options and may include compensation, no compensation, or deferred compensation until

occurrence of a future event, such as commencement of a formal engagement. Moreover, in negotiating and structuring

transactions with Consultants or counterparties (such as investment banks, financial intermediaries and other service

providers) of us or our Portfolio Entities, our Manager will generally not seek to maximize terms as if such transaction was

taking place in isolation—it will be free to consider relationship, reputational and market considerations, which can in

some circumstances result in a cost to us (or otherwise make the terms of the transaction less favorable to us). In certain

cases, Consultants have attributes of Blackstone “employees” (e.g., they can be expected to have dedicated offices at

Blackstone, receive administrative support from Blackstone personnel, participate in general meetings and events for

Blackstone personnel or work on Blackstone matters as their primary or sole business activity, have Blackstone-related e-

mail addresses or business cards and participate in certain benefit arrangements typically reserved for Blackstone

employees), even though they are not Blackstone employees, affiliates or personnel for purposes of the Management

Agreement, and their salary and related expenses are paid by us or by Portfolio Entities without any reduction or offset to

our Manager’s management fees. Some Consultants work only for us and/or Portfolio Entities, while other Consultants

may have other clients. In particular, in some cases, Consultants, including those with a “Senior Advisor” title, will be

engaged with the responsibility to source and recommend transactions to our Manager potentially on a full-time and/or

exclusive basis and, notwithstanding any overlap with the responsibilities of our Manager under the Management

Agreement, the compensation to such Consultants could be borne fully by us (with no reduction or offset to the

management fee paid to our Manager). If such Senior Advisors generate investment opportunities on our behalf, such

members may receive special additional fees or allocations comparable to those received by a third party in an arm’s length

transaction. Consultants could have conflicts of interest between their work for us and Portfolio Entities, on the one hand,

and themselves or other clients, on the other hand, and our Manager is limited in its ability to monitor and mitigate these

conflicts. Additionally, Consultants could provide services on behalf of both us and Other Blackstone Accounts, and any

work performed by Consultants retained on our behalf could benefit such Other Blackstone Accounts (and alternatively,

work performed by Consultants on behalf of Other Blackstone Accounts could benefit us), and Blackstone shall have no

obligation to allocate any portion of the costs to be borne by us in respect of such Consultant to such Other Blackstone

Accounts.

We may source, sell and/or purchase assets either to or from our Manager and its affiliates or issued by affiliates of our

Manager, and such transactions may cause conflicts of interest.

We may purchase assets from affiliates of our Manager and in the future may directly or indirectly source, sell and/or

purchase all or any portion of an asset (or portfolio of assets/investments) to or from our Manager and its affiliates or their

respective related parties, including parties which such affiliates or related parties, or Other Blackstone Accounts, own or

have invested in. Such transactions will be conducted in accordance with, and subject to, the terms and conditions of the

Management Agreement (including the requirement that sales to or acquisitions of investments from Blackstone, any Other

Blackstone Account or any of their affiliates be (A) on terms no less favorable to the Company than could have been

obtained on an arm’s length basis from an unrelated third party and (B) approved in advance by a majority of our

independent directors. We have invested and may also in the future invest in Other Blackstone Accounts or their securities,

and Other Blackstone Accounts may invest in us in the future. Such Other Blackstone Accounts in which we invest may

enter into similar transactions with Other Blackstone Accounts or Blackstone affiliates. We may also source, sell to and/or

purchase from third parties, interests in or assets issued by affiliates of our Manager or their respective related parties, and

such transactions would not require approval by our independent directors or an offset of any fees we otherwise owe to our

Manager or its affiliates. The transactions referred to in this paragraph involve conflicts of interest, as Blackstone and its

affiliates may receive fees and other benefits, directly or indirectly, from or otherwise have interests in both parties to the

transaction. Our Manager will take such actions as it determines in good faith may be necessary or appropriate to mitigate

such conflicts of interest in a fair and reasonable manner in accordance with Blackstone’s prevailing protocols and

procedures with respect to conflicts resolution among Other Blackstone Accounts generally; however, there can be no

assurance such conflicts of interest will be resolved in our favor.

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We are subject to various risks arising out of Blackstone’s allocation of investment opportunities among us and Other

Blackstone Accounts, including that certain Other Blackstone Accounts have similar or overlapping investment

objectives and strategies, and as a result we will not be allocated certain opportunities and may be allocated

opportunities with lower relative returns.

Through the Blackstone Real Estate Debt Funds and certain Other Blackstone Accounts, Blackstone invests third-party

capital (and its own capital) in a wide variety of mortgage loans and real estate-related debt investment opportunities on a

global basis. Not every investment opportunity suitable for us will be allocated to us in whole or in part. In addition,

investment opportunities that fall within our investment objectives or strategy may be allocated in whole or in part to

Blackstone itself or Other Blackstone Accounts, such as strategic investments made by Blackstone itself (whether in

financial institutions or otherwise) and investments by Other Blackstone Accounts that have investment objectives or

guidelines similar to or overlapping, in whole or in part, with ours to some extent, or pursue similar returns as us but have

different investment strategies or objectives. Moreover, Portfolio Entities of Other Blackstone Accounts may pursue

follow-on investments (using, in whole or in part, such Portfolio Entity’s own balance sheet capital or with additional

capital from such Other Blackstone Account) that fall within our investment objectives or strategies. Therefore, it is

expected that there will be instances where investments which are consistent with our investment objectives are allocated to

such Other Blackstone Account’s Portfolio Entity as a follow-on investment. Furthermore, there will be numerous

circumstances where investments that are consistent with our investment objectives may be required or permitted to be

offered to, shared with or made by one or more Other Blackstone Accounts (and so, offered to, shared with or made

thereby). Further, with respect to any investment opportunities falling within our investment objectives or strategies

involving interests in Portfolio Entities of Other Blackstone Accounts that are the subject of a fund restructuring or similar

transaction, investors in such Other Blackstone Accounts can be expected to have priority rights to roll over their existing

interests or otherwise reinvest in such Portfolio Entities (e.g., through a newly formed “continuation fund”) in connection

therewith, such that we are not allocated all or any part of any such investment opportunity. It is expected that some

activities of Blackstone, Other Blackstone Accounts and their Portfolio Entities will result in them competing with us and

our Portfolio Entities for one or more investment opportunities that are consistent with our investment objectives, and as a

result such investment opportunities may only be available on a limited basis, or not at all, to us. Other Blackstone

Accounts (including Blackstone Real Estate Debt Funds) may receive priority allocations of investment opportunities

falling within their primary investment focus. For example, certain Other Blackstone Accounts managed or advised by

Blackstone Real Estate generally have priority with respect to control-oriented “opportunistic” investments (whether in

debt or in equity) in real estate assets or real estate companies. Blackstone has conflicting loyalties in determining whether

an investment opportunity should be allocated to us, Blackstone or an Other Blackstone Account. Blackstone has adopted

prevailing protocols and procedures, which it can be expected to update from time to time, regarding the allocation of

investment opportunities.

Additionally, investment opportunities sourced by Blackstone affiliates for Other Blackstone Accounts will be allocated in

accordance with Blackstone’s and our Manager’s respective allocation policies, which may provide that investment

opportunities, including those sourced with respect to such Other Blackstone Accounts, will be allocated in whole or in part

to other business units of Blackstone (including business units within BREDS and the other credit-focused businesses of

Blackstone) on a basis that Blackstone and our Manager believe in good faith to be fair and reasonable, based on various

factors, including the involvement of the respective teams from Blackstone or our Manager and such other business units,

as set forth below. It should also be noted that investment opportunities sourced by other business units of Blackstone

(outside of those managed by our Manager) will be allocated in accordance with such business units’ prevailing protocols

and procedures with respect to allocation, which will result in such investment opportunities being allocated, in whole or in

part, away from us to Other Blackstone Accounts.

•Overlapping Objectives and Strategies. In circumstances in which any Other Blackstone Accounts have

investment objectives or guidelines that overlap with those of ours, in whole or in part, Blackstone (and the

particular investment professionals overseeing allocations with respect to us and such Other Blackstone Accounts)

generally determines the relative allocation of investment opportunities among such vehicles and/or Other

Blackstone Accounts on a “fair and reasonable” basis in good faith according to guidelines and factors determined

by Blackstone. However, the application of those guidelines has in limited circumstances, resulted and factors can

be expected to result in us not participating, or not participating to the same extent, in investment opportunities in

which it would have otherwise participated, or participated to a greater extent, had the related allocations been

determined without regard to such guidelines. Our Manager could also determine not to pursue certain

opportunities consistent with our investment strategies and objectives or, alternatively, could later determine an

opportunity is appropriate for us after initially reviewing such opportunity for or on behalf of Other Blackstone

Accounts. We regularly invest in real estate debt or credit-oriented investments alongside certain Other

Blackstone Accounts, including Blackstone Real Estate Debt Funds. Among the factors that our Manager (and the

particular investment professionals overseeing allocations with respect to us and such Other Blackstone Accounts)

considers in making investment allocations among us and Other Blackstone Accounts are the following: (i) any

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applicable investment objectives, focus, parameters, guidelines, investor preferences, limitations and other

contractual provisions and terms relating to us and such Other Blackstone Accounts; (ii) our available capital and

the available capital of such Other Blackstone Accounts, as determined by our Manager in good faith (which may

take into account relative portfolio composition, anticipated leverage, anticipated subscriptions and redemptions,

anticipated co-investment and other considerations in addition to buying power), anticipated capital needs for the

investment and the duration of any relevant investment period and desired capital deployment timeframe; (iii)

legal, tax, accounting, regulatory and other considerations deemed relevant by our Manager; (iv) ability to employ

leverage and expected or underwritten leverage on the investment; (v) primary and permitted investment

strategies, focuses and guidelines, liquidity positions and requirements, and our objectives and the objectives of

Other Blackstone Accounts, including, without limitation, with respect to Other Blackstone Accounts that expect

to invest in or alongside other funds or across asset classes based on expected return, and certain managed

accounts with similar investment strategies and objectives; (vi) sourcing of the investment (including by a

particular Blackstone business unit); (vii) the sector and geography/location of the investment; (viii) the specific

nature (including size, type, amount, liquidity, holding period, remaining investment periods, loan pledgeability,

anticipated maturity, and minimum investment criteria) of the investment, (ix) expected investment return; (x)

risk/return profile of the investment; (xi) structure of leverage; (xii) expected cash characteristics (such as cash-

on-cash yield, distribution rates or volatility of cash flows); (xiii) capital expenditure required as part of the

investment; (xiv) loan-to-value ratio or debt service coverage ratio of the investment; (xv) portfolio

diversification, construction and concentration concerns (including, but not limited to, (A) allocations necessary

for us or Other Blackstone Accounts to maintain a particular concentration in a certain type of investment, and (B)

whether a particular Other Blackstone Account already has its desired exposure to the investment, sector, industry,

geographic region or markets in question); (xv) relation to existing investments in an Other Blackstone Account, if

applicable (e.g., “follow on” to an existing investment, joint venture or other partner to existing investment, or

same security as existing investment), (xvi) avoiding allocation that could result in de minimis or odd lot

investments; (xvii) redemption or withdrawal requests from an Other Blackstone Account and anticipated future

contributions into an Other Blackstone Account; (xviii) the ability of an Other Blackstone Account to employ

leverage, hedging, derivatives, or other similar strategies in connection with acquiring, holding or disposing of the

particular investment opportunity, and any requirements or other terms of any existing leverage facilities; (xix) the

credit and default profile of an investment or borrower; (xx) the extent of involvement of the respective teams of

the investment professionals dedicated to us and Other Blackstone Accounts and sourcing of the investment; (xxi)

the likelihood/immediacy of foreclosure or conversion to an equity or control opportunity, (xxii) with respect to

investments that are made available to Blackstone by counterparties pursuant to negotiated trading platforms (e.g.,

ISDA contracts), the absence of such relationships which may not be available for all Other Blackstone Accounts;

(xxiii) contractual obligations; (xxiv) co-investment arrangements; (xxv) potential path to ownership; (xxvi) the

relative stage of the applicable Other Blackstone Account’s investment period (e.g., early in a vehicle’s

investment period, our Manager may over-allocate investments to such vehicle); (xxvii) how governance rights

will be shared between us and such Other Blackstone Account(s); and (xxviii) other considerations deemed

relevant by our Manager in good faith. Our Manager will determine our “available capital” and the “available

capital” of Other Blackstone Accounts in its discretion (and may from time to time utilize a “fixed” amount of

available capital with respect one or more Other Blackstone Account for a period of time). To determine each

Other Blackstone Account’s available capital, our Manager is expected to take into consideration a time-weighted

estimate of such Other Blackstone Account’s target deployment pace over a given period of time and, if

applicable, an Other Blackstone Account’s percentage of available capital eligible for certain investment types and

expected advance rate for financing, each of which are expected to be updated from time to time and any changes

thereto will result in the Other Blackstone Account (e.g., us) participating in investment opportunities to a greater

or lesser degree than was previously the case. Available capital also includes and takes into account (a) capital

already deployed, (b) imminent net subscriptions for open ended vehicles and (c) commitments (including

commitments likely to close within a reasonable time of allocation). Such considerations involve our Manager

making subjective judgments and future estimates and there can be no assurance that these will ultimately prove

correct in hindsight. These determinations involve inherent conflicts of interest, and there can be no assurance that

any such conflicts will be resolved in a manner that is favorable to us. The manner in which our available capital

is determined by our Manager may differ from the determination of available capital for Other Blackstone

Accounts and/or may subsequently change. Any differences or adjustments with respect to the manner in which

available capital is determined with respect to us or Other Blackstone Accounts may adversely impact our

allocation of particular investment opportunities. The considerations above may result in us acquiring securities in

which Other Blackstone Accounts hold a pre-existing investment, and similarly may result in Other Blackstone

Accounts (including Blackstone Real Estate Debt Funds) investing in securities in which we have previously

invested, whether or not we participate in such additional investment (which may result in our investment therein

being subject to dilution).

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Our Manager is authorized to follow very broad investment guidelines has significant latitude within the broad

investment guidelines in determining the types of loans and investments we make, and various Other Blackstone

Accounts (now existing or that may be formed in the future) have similar or overlapping investment objectives

and strategies, or have “sleeves” of capital, or a portion of their investment objectives or strategies, that is

substantially similar to ours. We have invested and expect to continue investing alongside other Blackstone Real

Estate Debt Funds and certain Other Blackstone Accounts as part of our investment strategy. Investors should bear

in mind the sharing of certain investment opportunities with other Blackstone Real Estate Funds with investment

objectives and strategies that overlap with ours will, under certain circumstances, if such investment opportunity

falls within the primary focus of such Blackstone Real Estate Debt Fund, reduce the allocation of available

investment opportunities for us and may be revisited or modified by Blackstone from time-to-time. Further, we

have made a capital commitment to, and may share investment opportunities with, another Blackstone Real Estate

Debt Fund formed to invest in Core+ real estate debt investments in the U.S. and Canada and Other Blackstone

Accounts (including us) may also make capital commitments or other investments in Other Blackstone Accounts

(including us), which presents inherent conflicts of interest for our Manager, and there can be no assurance that

any such conflicts will be resolved in a manner that is favorable to us. To mitigate such conflicts, our capital

commitment (and the capital commitments or other investments of Other Blackstone Accounts or Blackstone

affiliates that have made or may make capital commitments or other investments to an Other Blackstone Account)

are not taken into account for purposes of any applicable consent or approval. In addition, capital commitments or

other investments by Other Blackstone Accounts (including Blackstone Real Estate Debt Funds) in a Blackstone

Real Estate Debt Fund are expected to have an effect on the ultimate allocations to such Blackstone Real Estate

Debt Fund, and Other Blackstone Accounts (including Blackstone Real Estate Debt Funds) that have made or may

make a capital commitment or other investment to this Blackstone Real Estate Debt Fund as our Manager may

take into account the interests of all Other Blackstone Accounts (including us) when making available capital

determinations, which could result in more or less investment opportunities being allocated to us.

Blackstone may in the future establish programmatic allocation frameworks with respect to the us, on the one

hand, and Other Blackstone Accounts, on the other hand, and such frameworks will be subject to change from

time to time, which may result in us participating in certain investment opportunities to a greater or lesser extent

than would have otherwise been the case. With respect to the allocation of certain private loan investment

opportunities, our Manager has implemented a protocol with the aim of systematically allocating such investment

opportunities among the relevant Blackstone Real Estate Debt Funds (including us) based on available capital

over time, while considering the investment guidelines and parameters of each relevant Blackstone Real Estate

Debt Funds (including us) and taking into account the allocation factors and considerations discussed above.

Specifically, once eligible relevant Blackstone Real Estate Debt Funds (including us) are identified, the protocol

generates potential allocation combinations, subject to the number of loan splits and minimum/maximum

denomination desired for each relevant Blackstone Real Estate Debt Fund (including us) as determined from time

to time in good faith by our Manager. The allocation closest to pro rata based on available capital over time is then

selected. When allocating an investment, past deployment is considered, which is similar to a rotational method,

where prior allocations are considered when allocating a new investment opportunity among the relevant

Blackstone Real Estate Debt Funds (including us). This protocol is expected to result in smaller investments being

allocated on a rotational basis, while larger investments are allocated among the relevant Blackstone Real Estate

Debt Funds (including us). The foregoing allocation methodology is subject to change from time to time, and may

be replaced in the future with a different methodology, and our Manager may adjust the allocation of any

particular investment opportunity as proposed, in accordance with the broader allocation policies discussed above.

The implementation of the foregoing methodology (and any such changes or replacements in the future, or

adjustments) will result in an allocation of any particular investment opportunity that could be different (including

smaller or larger allocations to us) from what would otherwise be the case based on prior methodologies used or

other methodologies. The aforementioned methodology is subject to all of the allocation factors and

considerations discussed in this section.

In connection with the foregoing, Blackstone expects to raise and manage additional Other Blackstone Accounts

(including Blackstone Real Estate Debt Funds) for the benefit of one or more specific investors (or related group

of investors) with investment strategies that are the same as or that overlap with ours (including investment funds

formed to invest in specific geographical areas or in a specific type of investment or investments), and that may

invest alongside us in some or all investments. Blackstone will form one or more Other Blackstone Accounts after

the date hereof and will determine from time to time the allocation of investment opportunities between us and

such Other Blackstone Accounts as described above. For example, such Other Blackstone Accounts may receive

priority allocations of investment opportunities falling within their primary investment focus and/or Blackstone

may allocate investment opportunities (in whole or in part) to such Other Blackstone Accounts in lieu of us,

including in connection with launching and “ramping up” such Other Blackstone Accounts, or otherwise, subject

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to the determination by Blackstone that such allocations are “fair and reasonable” and otherwise consistent with

Blackstone’s allocation protocols and procedures, as more fully described above.

•Investments Within our Investment Objectives and Strategies Not Pursued by Us. Under certain circumstances, our

Manager can be expected to determine not to pursue some or all of an investment opportunity (including, for the

avoidance of doubt, follow-on investment opportunities) within our investment objectives and strategies, including

without limitation, as a result of business, reputational or other reasons applicable to us, Other Blackstone

Accounts, their respective Portfolio Entities or Blackstone. In addition, our Manager will, in certain

circumstances, determine that we should not pursue some or all of an investment opportunity, including, by way

of example and without limitation, because (i) we have insufficient available capital (as determined by our

Manager in its good faith discretion taking into account not only capital that is actually available but

considerations such as portfolio composition, anticipated co-investment and other factors) to pursue the

investment opportunity, (ii) we have already invested sufficient capital in the investment, sector, industry,

geographic region or markets in question, as determined by our Manager in its good faith discretion, or (iii) the

investment opportunity is not appropriate for us for other reasons as determined by our Manager in its good faith

sole discretion (which may include, for example, as a result of an Other Blackstone Account having an existing

interest in an investment, or where an Other Blackstone Account is currently considering or pursing acquiring

such an investment). In any such case Blackstone could thereafter, offer such opportunity, in whole or in part, to

other parties, including Other Blackstone Accounts, Portfolio Entities, joint venture partners, related parties or

third parties. Such Other Blackstone Accounts or one or more Portfolio Entities thereof, will from time to time (i)

make or receive priority allocations of certain investments that are appropriate for us, and (ii) participate in

investments alongside us, provided, that any such allocation may be subsequently adjusted at Blackstone’s

discretion. For the avoidance of doubt, the foregoing considerations shall also apply to follow-on opportunities

and/or refinancings involving the same or similar collateral and/or investment terms, which will result from time

to time in an Other Blackstone Accounts participating in an investment opportunity in a Portfolio Entity in which

we have a pre-existing investment, and us participating in such opportunity to a lesser extent than would otherwise

be the case, or not at all, and its position therein being diluted. Any such Other Blackstone Accounts may be

advised by a different Blackstone business group with a different investment committee, which could determine

an investment opportunity to be more attractive than our Manager believes to be the case. In any event, there can

be no assurance that our Manager’s assessment will prove correct or that the performance of any investments

actually pursued by us will be comparable to any investment opportunities that are not pursued by us. Blackstone,

including its personnel, will, in certain circumstances, receive compensation from any such party that makes the

investment, including an allocation of carried interest or referral fees, and any such compensation could be greater

than amounts paid by us to our Manager. In some cases, Blackstone earns greater fees when Other Blackstone

Accounts participate alongside or instead of us in an investment.

•Investments Alongside Regulated Funds. Blackstone and/or certain Other Blackstone Accounts that are regulated

under the Investment Company Act or foreign equivalent, each of which we refer to as a Regulated Fund, are

subject to exemptive orders from the SEC or equivalent from other foreign regulators, or Exemptive Orders,

including a new Exemptive Order (or new provisions of any existing Exemptive Orders), which includes

restrictions, limitations and requirements affecting investment allocations that differ from or extend beyond those

described in any existing or former Exemptive Orders and could result in increased costs to us, any Other

Blackstone Accounts and any Regulated Funds. To the extent such future Exemptive Orders afford Blackstone

greater discretion in allocating transactions among us, any Other Blackstone Accounts and any Regulated Funds,

Blackstone will retain sole discretion in making such determinations in accordance with such Exemptive Orders,

notwithstanding any associated conflicts. Additionally, the other terms and conditions of any such new or revised

Exemptive Orders may be more or less restrictive than the existing Exemptive Orders. For so long as any privately

negotiated investment opportunity falls within certain established investment criteria of one or more Regulated

Funds, such investment opportunity shall also be offered to such Regulated Funds. In the event that the aggregate

targeted investment sizes of such Other Blackstone Accounts and such Regulated Funds that are allocated an

investment opportunity exceed the amount of such investment opportunity, allocation of such investment

opportunity to each of us, such Other Blackstone Accounts and such Regulated Funds will be reduced

proportionately based on their respective “available capital” as defined in the Exemptive Order, which could result

in allocation to us in an amount less than what it would otherwise have been if such Other Blackstone Accounts

and Regulated Funds did not participate in such investment opportunity. The Exemptive Order also restricts our

ability (or the ability of any Other Blackstone Accounts from investing in any privately negotiated investment

opportunity alongside a Regulated Fund except at the same time and on same terms, as described in the Exemptive

Order. As a result, we risk being unable to make investments in different parts of the capital structure of the same

Portfolio Entity in which a Regulated Fund has invested or seeks to invest, and Regulated Funds risk being unable

to make investments in different parts of the capital structure of the same Portfolio Entity in which we have

invested or seek to invest. We may be unable to participate in or effect certain transactions, or take certain actions

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in respect of certain investments, on account of applicable restrictions under the Investment Company Act, related

guidance from the SEC and/or the Exemptive Order. For example, we could be restricted from participating in

certain transactions or taking certain actions in respect of Portfolio Entities in which certain Other Blackstone

Accounts and/or a Regulated Fund have also invested, which may include but is not limited to declining to vote,

participating in a potential co-investment opportunity (as such participation may not comply with the conditions of

the Exemptive Order), exercising rights with respect to any such investment, and/or declining to participate in

follow-on investments. We may also be required to sell an investment to avoid potential violations of the

Investment Company Act and/or related rules thereunder or for other reasons. In such cases, our interests in an

investment could be adversely affected, including by resulting in the dilution of or decrease in the value of our

investment, or otherwise by resulting in us being put in a disadvantageous position with respect to the investment

as compared to Other Blackstone Accounts, including Regulated Funds. Whether we participate or decline to

participate in any such action or transaction will be made by our Manager in its sole discretion and will take into

account our Manager’s fiduciary duties and applicable law, including the Investment Company Act, the rules

thereunder and/or the Exemptive Order. There is no assurance that any such determination will be resolved in our

favor . The rules promulgated by the SEC under the Investment Company Act, as well as any related guidance

from the SEC and/or the terms of the Exemptive Order itself, are subject to change, and we could undertake to

amend the Exemptive Order (subject to SEC approval), obtain additional exemptive relief, or otherwise be subject

to other requirements in respect of co-investments involving us, any Other Blackstone Account and any Regulated

Funds, any of which could impact the amount of any allocation made available to Regulated Funds and thereby

affect (and potentially decrease) the allocation made to us. Moreover, with respect to our ability to allocate

investment opportunities, including where such opportunities are within objectives and guidelines in common

between us and one or more Other Blackstone Accounts (which allocations are to be made on a basis that our

Manager believes in good faith to be fair and reasonable), Blackstone has established general guidelines and

policies, which it can be expected to update from time to time, for determining how such allocations are to be

made, which, among other things, set forth principles regarding what constitutes “debt” or “debt-like”

investments, criteria for defining “control-oriented equity” or “infrastructure” investments, guidance regarding

allocation for certain types of investments and other matters. In addition, certain Other Blackstone Accounts can

receive certain priority or other allocation rights with respect to certain investments, subject to various conditions

set forth in such Other Blackstone Accounts’ respective governing agreements. The application of those

guidelines and conditions could result in us or Other Blackstone Accounts not participating (and/or not

participating to the same extent) in certain investment opportunities in which they would have otherwise

participated had the related allocations been determined without regard to such guidelines and conditions and

based only on the circumstances of those particular investments. Additionally, investment opportunities sourced

by us will be allocated in accordance with Blackstone’s allocation policies, which provide that investment

opportunities will be allocated in whole or in part to other business units of Blackstone on a basis that Blackstone

believes in good faith to be fair and reasonable, based on various factors, including the involvement of the

respective teams from us and such other business units or segments. It should also be noted that investment

opportunities sourced by business units of Blackstone will be allocated in accordance with Blackstone’s allocation

policies, which will result in such investment opportunities being allocated, in whole or in part, away from us and

Other Blackstone Accounts.

•Financial Compensation to Allocate to Other Blackstone Accounts. When our Manager determines not to pursue

some or all of an investment opportunity for us that would otherwise be within our objectives and strategies, and

Blackstone provides or offers the opportunity to Other Blackstone Accounts (or other parties, including Portfolio

Entities, joint venture partners, related parties or other third parties), Blackstone (including its personnel) could

receive compensation from the Other Blackstone Accounts and/or other parties, whether or not in respect of a

particular investment, including an allocation of carried interest, referral fees or revenue share, and any such

compensation could be greater than amounts paid by us to our Manager. As a result, our Manager (including real

estate personnel who receive such compensation) could be incentivized to allocate investment opportunities away

from us to or source investment opportunities for Other Blackstone Accounts and/or other parties, which could

result in fewer opportunities (or reduced allocations) being made available to us. In addition, in some cases

Blackstone could earn greater fees when Other Blackstone Accounts participate alongside or instead of us in an

investment.

•Basis for Allocation Determinations. Our Manager makes good faith determinations for allocation decisions based

on expectations that will, in certain circumstances, prove inaccurate. Information unavailable to our Manager, or

circumstances not foreseen by our Manager at the time of allocation, may cause an investment opportunity to yield

a different return than expected. For example, an investment opportunity that our Manager determines to be

consistent with the return objectives of a fund rather than us may not match our Manager’s expectations and

underwriting and generate an actual return that would have been appropriate for us. Conversely, an investment

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that our Manager expects to be consistent with our return objectives will, in certain circumstances, fail to achieve

them.

•Reallocation of Investments. Our Manager could determine at any point prior to the closing of an investment

opportunity that any such investment opportunity that was initially allocated to us based on information available

to our Manager at the time the allocation decision is made should subsequently be reallocated in whole or in part

to one or more Other Blackstone Accounts (and vice versa) based on subsequent information received by our

Manager in respect of such investment opportunity (e.g., an investment opportunity that our Manager initially

determines to be more consistent with our return objectives could subsequently be determined to be consistent

with the return objectives of one or more Other Blackstone Accounts). In such circumstance, our Manager could

determine to reallocate all or any portion of any such investment opportunity from us to such Other Blackstone

Account (or vice versa), such Other Blackstone Account (including us) from which an investment opportunity is

being reallocated, a Reallocating Other Blackstone Account, including in circumstances where such Reallocating

Other Blackstone Account has entered into an exclusivity arrangement or other binding agreement with one or

more third parties, any such reallocated investment opportunity, a Reallocated Investment. In such cases, (a) if the

non- Reallocating Other Blackstone Account acquires the investment, then it shall reimburse the Reallocating

Other Blackstone Account for any incurred costs (including due diligence costs and other fees and expenses),

incurred by the Reallocating Other Blackstone Account relating to such Reallocated Investment and (b) if the non-

Reallocating Other Blackstone Account chooses not to make the Reallocated Investment, then any such deferred

costs incurred by the Reallocating Other Blackstone Account will be borne by such Reallocating Other Blackstone

Account, provided that the non- Reallocating Other Blackstone Account will be responsible for any additional due

diligence or other costs incurred in the process of evaluating the investment for its own account. Reallocated

Investments as described above are not subject to board approval.

•Investments in the Same Level of an Issuer’s or Borrower’s Capital Structure. We and Other Blackstone Accounts

have made and in the future are expected to make investments in which Other Blackstone Accounts also invest at

the same level of an issuer’s or borrower’s capital structure. Such investments generally will not require prior

approval of our independent directors except to the extent required by the Management Agreement. To the extent

we jointly hold an investment with any Other Blackstone Account that has a different expected duration or

liquidity terms, conflicts of interest will arise between us and such Other Blackstone Account with respect to the

timing and manner of any disposition of the investment or any modification or restructuring of the investment. In

order to mitigate any such conflicts of interest, we may recuse ourselves from participating in any decisions

relating or with respect to the investment by us or the Other Blackstone Account. If the Other Blackstone Account

maintains voting rights with respect to the securities it holds, or if we do not recuse ourselves, Blackstone may be

required to take action where it will have conflicting loyalties between its duties to us and such Other Blackstone

Accounts, which may adversely impact us. Even if we and such Other Blackstone Accounts invest in the same

investments, conflicts of interest may still arise. For example, it is possible that as a result of legal, tax, regulatory,

accounting or other consideration, the terms of such investment (including with respect to price and timing) for us

and/or such Other Blackstone Accounts may not be the same. Additionally, we and/or such Other Blackstone

Accounts will generally have different expiration dates and/or investment objectives (including return profiles)

and Blackstone, as a result, may have conflicting goals with respect to the price and timing of disposition

opportunities and such differences may also impact the allocation of investment opportunities. As such, we and/or

such Other Blackstone Accounts may acquire an interest in the same investment at different times and/or dispose

of any such shared investment (or choose whether to invest in related investments (such as follow-on

investments)) at different times and on different terms.

Participating in investments alongside Other Blackstone Accounts will subject us to a number of risks and

conflicts (and in certain circumstances our Manager will be unaware of an Other Blackstone Account’s

participation, as a result of information walls or otherwise). At times under certain circumstances, a transaction

counterparty will require facing only one lending or investing entity, which can be expected to result in (i) if we

are a direct counterparty to a transaction, us being solely liable with respect to our own share as well as Other

Blackstone Accounts’ shares of any applicable obligations, or (ii) if we are not the direct counterparty, us having a

contribution obligation to the relevant Other Blackstone Accounts. Alternatively, a counterparty may agree to face

multiple funds, which could result in us being jointly and severally liable alongside Other Blackstone Accounts

for the full amount of the applicable obligations. Similarly, there may be transactions with respect to which, to

address legal, tax, regulatory, administrative or other commercial considerations, Blackstone determines to utilize

us, an Other Blackstone Account, a Portfolio Entity or a third party to make an investment commitment for a

proposed investment on behalf of itself and one or more Other Blackstone Accounts (or vice versa) with the

expectation that the other investors (including us) assume their respective shares of the relevant funding obligation

prior to closing.

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In cases in which we could be responsible for the liability of an Other Blackstone Account, or vice versa, the

applicable parties would generally enter into a back-to-back or other similar contribution or reimbursement

agreement. Likewise, for certain investment-related hedging transactions, it can be expected to be advantageous

for counterparties to trade solely with us or an Other Blackstone Account. For these transactions, it is anticipated

that we would then enter into back-to-back trade confirmations or other similar arrangements with the relevant

Other Blackstone Accounts. The party owing under such an arrangement may not have resources to pay its

liability, however, in which case the other party will bear more than its pro rata share of the relevant loss. In

certain circumstances where we participate in an investment alongside any Other Blackstone Account, we may

bear more than our pro rata share of relevant expenses related to such investment, including, but not limited to, as

the result of such Other Blackstone Account’s insufficient reserves or inability to call capital contributions to

cover expenses. It is not expected that we or Other Blackstone Accounts will be compensated for agreeing to be

primarily liable vis-à-vis a third- party counterparty. Moreover, in connection with the divestment of all or part of

a Portfolio Entity (e.g., an IPO) and/or the wind-down of a Portfolio Entity, Blackstone will seek to track the

ownership interests, liabilities and obligations of ours and any Other Blackstone Accounts owning an interest in

the Portfolio Entity comprising such operating business, but it is possible that we and applicable Other Blackstone

Accounts will, in certain circumstances, incur shared, disproportionate or crossed liabilities. Furthermore,

depending on various factors including the relative assets, expiration dates, investment objectives and return

profiles of each of us and such Other Blackstone Accounts, it is possible that one or more of them will have

greater exposure to legal claims and that they will have conflicting goals with respect to the price, timing and

manner of disposition opportunities. Finally, in certain circumstances, if we are participating in an investment

alongside an Other Blackstone Account (including a co-investment vehicle), we could also bear more than our pro

rata share of expenses relating to such investment if such Other Blackstone Account does not have resources to

bear such expenses (including, but not limited to, as a result of insufficient reserves and/or the inability to call

capital contributions to cover such expenses).

When we make investments in which Other Blackstone Accounts also invest at a different level of an issuer’s or

borrower’s capital structure, conflicts of interest arise, and our Manager may take actions that are adverse to us.

We and the Other Blackstone Accounts have made and in the future will likely make investments in which Other

Blackstone Accounts also invest at a different level of an issuer’s or borrower’s capital structure (for example, an

investment by the Company in a debt interest with respect to the same Portfolio Entity in which an Other Blackstone

Account owns an equity, debt or mezzanine interest, including investments in CMBS where the underlying properties are

owned by Other Blackstone Accounts or a mezzanine or other subordinate interest in which Other Blackstone Account own

senior CMBS, or vice versa) or otherwise in different classes or tranches of the same issuer’s or borrower’s capital

structure as contemplated by the Management Agreement. Such investments generally will not require prior approval of

our independent directors except to the extent required by the Management Agreement. In these situations, conflicts of

interest will arise as Blackstone receives fees and other benefits, directly or indirectly, from, or otherwise has interests in,

both parties to the transaction, including different financial incentives Blackstone may have with respect to the parties to

the transaction. In order to mitigate any such conflicts of interest, we, in certain circumstances, will likely recuse ourselves

from participating in any decisions relating or with respect to such investment or the applicable investments by the Other

Blackstone Accounts, or by establishing groups separated by information barriers (which can be expected to be temporary

and limited purpose in nature) within Blackstone to act on behalf of each party to the transaction. Despite these, and any of

the other actions described below that Blackstone may take to mitigate the conflict, Blackstone will, in certain

circumstances, be required to take action when it will have conflicting loyalties between its duties to us and such Other

Blackstone Accounts, or Blackstone, which will, in certain circumstances, adversely impact us. In that regard, actions may

be taken for the Other Blackstone Accounts that are adverse to us (and vice versa). If we recuse ourselves from decision

making, it will generally rely upon a third-party to make the decisions, and the third-party could have conflicts or otherwise

make decisions that Blackstone would not have made. We will in no way receive any benefit from fees paid to the

Blackstone or its affiliates form a Portfolio Entity in which any Other Blackstone Account or Blackston also has an interest

(including, for greater certainty, any fees Blackstone or its affiliates received as a result of the provisions of services by

such affiliates). These transactions involve conflicts of interest, as Blackstone will receive fees and other benefits, directly

or indirectly, from or otherwise have interests in both parties to the transaction, including different financial incentives

Blackstone may have with respect to the parties to the transaction. There can be no assurance that conflicts of interest

arising out of such transactions, including in which we have acquired a different principal investment (including, for

example, with respect to seniority) will be resolved in favor of our interests.

We and Other Blackstone Accounts have made and held and may continue to make and hold investments at different levels

of a Portfolio Entity’s capital structure, which may include us making one or more investments directly or indirectly

relating to Portfolio Entities of Other Blackstone Accounts including Blackstone Real Estate Debt Funds and vice versa

(including through investments in CMBS where the underlying properties are owned by Other Blackstone Accounts).

Other Blackstone Accounts may also provide financing and make debt investments in our special purpose vehicles and

49

other subsidiaries which hold one or more of our assets, and may obtain a collateral interest in our assets held therein.

Other Blackstone Accounts may also participate in a separate tranche of a financing with respect to a Portfolio Entity in

which we have an interest or otherwise in different classes of such Portfolio Entity’s capital structure. For example, in

circumstances where we originate a whole loan and syndicate a portion of such loan to one or more Other Blackstone

Accounts or where we originate a mortgage and syndicate the related A-Note to Other Blackstone Accounts. Such

investments inherently give rise to conflicts of interest or perceived conflicts of interest between or among the various

classes of in the capital structure that may be held by such entities– for example, we may represent the controlling class in

respect of a financing and as such, may be required to make decisions for all investors, including Other Blackstone

Accounts in the capital structure (and vice versa). In addition, in connection with any shared investments in which we

participate alongside any such Other Blackstone Accounts, our Manager will likely grant absolutely to or share with such

Other Blackstone Accounts certain rights relating to such shared investments for legal, tax, regulatory or other reasons,

including certain control- and/or foreclosure-related rights with respect to such shared investments or otherwise agree to

implement certain procedures to mitigate conflicts of interest which may include and often involves, without limitation,

maintaining a non-controlling interest in any such investment and a forbearance of rights, including certain non-economic

rights (or retaining a third-party loan servicer, administrative agent or other agent for the relevant investment held by us to

make decisions on its behalf), relating to us (e.g., following the vote of other third-party lenders generally or otherwise

recusing ourselves with respect to decisions, including with respect to both normal course ongoing matters (such as consent

rights with respect to loan modifications in intercreditor agreements) and also defaults, foreclosures, workouts,

restructurings and/or exit opportunities), subject to certain limitations. Such investments and transactions will give rise to

potential or actual conflicts of interest. There can be no assurance that any conflict will be resolved in our favor. In

addition, we may from time to time invest in debt securities and other obligations relating to Portfolio Entities of Other

Blackstone Accounts. There can be no assurance that the return on our investment will be equivalent to or better than the

returns obtained by the Other Blackstone Accounts participating in the transaction. In addition, it is possible that in a

bankruptcy proceeding that our interest will be subordinated or otherwise adversely affected by virtue of such Other

Blackstone Accounts’ involvement and actions relating to its investment. For example, there may be more senior debt

instruments issued by a Portfolio Entity in which we hold or make an investment and in such circumstances the holders of

more senior classes of debt issued by such Portfolio Entity (which may include Other Blackstone Accounts) may take

actions for their benefit (particularly in circumstances where such Portfolio Entity faces financial difficulties or distress)

that further subordinate or adversely impact the value of our investment.

In addition, under certain circumstances, we may be prohibited (or refrain) from decision-making or exercising other rights

it would otherwise have with respect to an investment as a result of our affiliations with. or other relationship with, Other

Blackstone Accounts or Blackstone affiliates that own different interests in such investment. While Blackstone will seek,

where applicable, to have a third-party exercise rights on our behalf for purposes of exercising voting rights and/or

managing any conflicts of interest related to such investments (which may include third-party co-investors or independent

representatives), in certain instances such investments may be made without any such third-party participation (for

example, because we own or acquire the entirety of the relevant instrument or tranche) or with minority third-party

participation, and in such circumstances the absence or size of any such third party could adversely affect us or our interest

in the investment (or the applicable Other Blackstone Account(s)) or its ability to effectively mitigate such conflicts of

interest.

In connection with negotiating loans and bank financings in respect of Blackstone-sponsored real estate-related

transactions, Blackstone will generally obtain the right to participate on its own behalf (or on behalf of Other Blackstone

Accounts) in a portion of the financings with respect to such Blackstone-sponsored real estate-related transactions

(including transactions where the underlying collateral includes property owned by Other Blackstone Accounts) upon an

agreed upon set of terms. Blackstone does not believe that the foregoing arrangements have an effect on the overall terms

and conditions negotiated with the arrangers of such loans and bank financings. Blackstone may have a greater incentive to

invest in such loans and bank financings (as compared to real estate related financings sponsored by other real estate firms

or financial sponsors). Except to the extent of fees paid to Blackstone specifically relating to our commitment or

investment of capital, our stockholders will in no way receive any benefit from fees paid to any affiliate of our Manager

from a Portfolio Entity in which any Other Blackstone Account also has an interest (including, for greater certainty, any

fees Blackstone received as a result of the provision of services by such affiliates). To the extent we hold an interest in a

loan or security that is different (including with respect to its relative seniority) than those held by such Other Blackstone

Accounts (and vice versa), we will forego some or all of its ability to participate in the decision-making with respect to the

rights and actions available to the holders of the same or similar class of loan or security held by us.

In certain circumstances, we may be required to commit funds necessary for an investment prior to the time that all

anticipated debt (senior and/or mezzanine) financing has been secured. In such circumstance, Other Blackstone Accounts

and/or Blackstone itself (using, in whole or in part, its own balance sheet capital), can be expected from time to time to

provide bridge or other financing, commitments and/or other credit support arrangements, which at the time of

establishment could be intended to be replaced and/or syndicated with financing and/or other credit support arrangements

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from other parties. Any such replacement and/or syndication that is not ultimately consummated or completed as

anticipated could result in Blackstone, us, Other Blackstone Accounts or the other parties bearing higher costs and fees and/

or retaining a different share of the investment than initially intended. Similarly, we and/or Other Blackstone Clients could

seek to initially acquire investments (including all or part of the relevant tranche of securities) for the purpose of

syndicating a portion thereof to one or more Other Blackstone Clients, co-investors or third parties. The terms of any such

related party financing and acquisition and syndication will be determined by Blackstone in its sole discretion as described

herein, and may involve an Other Blackstone Client and/or Blackstone initially acquiring all or substantially all of an

investment, instrument or relevant tranche or class of securities with a view towards syndication. In any such circumstance,

third parties may not be available for purposes of mitigating any potential conflicts of interest (as described above) and

Other Blackstone Clients and/or Blackstone itself may receive compensation for providing such financing and/or

commitment (including ticking, commitment, warehousing, syndication and other fees and/or interest). The conflicts

applicable to Other Blackstone Accounts who invest in different securities of Portfolio Entities will apply equally to

Blackstone itself in such situations. In addition, conflicts can also be expected to arise in determining the amount of an

investment, if any, to be allocated among potential investors and the respective terms thereof.

To the extent we make or have an investment in, or, through the purchase of debt obligations becomes a lender to, a

Portfolio Entity in which an Other Blackstone Account has a debt or equity investment (including through investments in

CMBS where the underlying properties are owned by Other Blackstone Accounts), or if an Other Blackstone Account

participates in a separate tranche of a financing with respect to a Portfolio Entity, Blackstone will generally have

conflicting loyalties between its duties to us and to such Other Blackstone Accounts. In that regard, actions may be taken

for the Other Blackstone Accounts that are adverse to us (and vice versa). Moreover, we will generally “follow the vote” of

other similarly situated third-party creditors (if any) in voting and governance matters where conflicts of interest exist and

will have a limited ability to separately protect its investment and will be dependent upon such third parties’ actions (which

may not be as capable as our Manager and may have other conflicts arising from their other relationships, both with

Blackstone and other third parties that could impact their decisions). The foregoing will similarly apply where one or more

tenants of a property in which we have made a related investment is related to Blackstone (e.g., an Other Blackstone

Account, investors in Other Blackstone Accounts, other Blackstone affiliates, Blackstone personnel or service providers of

us, Blackstone or one or more of their affiliates). For example, we may forego or waive certain consent rights as a lender

vis-à-vis tenants, in which case such rights may be waived entirely, or exercised by other lenders, the borrower or a

servicer, depending on the circumstances. In addition, conflicts can also be expected to arise in determining the amount of

an investment, if any, to be allocated among potential investors and the respective terms thereof. Such debt investments

will generally include us obtaining a collateral interest in the property or Portfolio Entity in which an Other Blackstone

Account holds an interest, and, under certain circumstances (e.g., a foreclosure), such Other Blackstone Account’s interests

in such property or Portfolio Entity may be acquired by us (and the same may be the case where an Other Blackstone

Account holds a collateral interest in one or more of our assets).

Furthermore, Other Blackstone Accounts have purchased and sold and may in the future purchase and sale, in primary

issuances or secondary trades, securities or other interests in our syndicated corporate-level debt instruments, such as our

Term Loan B, our Senior Secured Notes and our Convertible Notes, or our asset-level financings, such as our CLOs, and/or

other securities of ours, including shares of our class A common stock, or derivative instruments related to any of the

foregoing. These transactions may give rise to conflicts of interest, and there can be no assurance that any conflicts will be

resolved in our favor.

We have invested in joint ventures with Other Blackstone Accounts and divided pool of investments with Other

Blackstone Accounts.

To the extent we acquire properties through joint ventures with Other Blackstone Accounts, such investments will be

allocated as described above, and we may be allocated interests in such joint ventures that are smaller than the interests of

the Other Blackstone Accounts. Generally, we expect the level of control we have with respect to any joint venture will

correspond to our economic interest in such joint venture, but this may not always be the case. We may participate in

follow-on investments in joint ventures with Other Blackstone Accounts in which the Other Blackstone Accounts may

invest less than their pro rata share or may not participate at all or vice versa. We will not participate in joint ventures in

which we do not have or share control to the extent that we believe such participation would potentially threaten our

exclusion from regulation under the Investment Company Act. This may prevent us from receiving an allocation with

respect to certain investment opportunities that are suitable for both us and one or more Other Blackstone Accounts. Such

joint venture investments will involve risks and conflicts of interests. See “—Risks Related to Our Investments—Joint

venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on joint venture

partners’ financial condition and liquidity and disputes between us and our joint venture partners.”

Blackstone will, in certain circumstances, have an opportunity to acquire a portfolio or pool of assets, securities and

instruments that it determines should be divided and allocated among us and Other Blackstone Accounts. Such allocations

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generally would be based on Blackstone’s assessment of the expected returns and risk profile of each of the assets. For

example, some of the assets in a pool may have an opportunistic return profile, while others may have a lower return

profile not appropriate for us. Also, a pool may contain both debt and equity instruments that Blackstone determines should

be allocated to different funds. In certain circumstances, Blackstone may determine that for legal, tax, regulatory,

accounting, administrative or other reasons such portfolio or pool should be held through a single holding entity even

though such portfolio or pool is divided and allocated among us and such Other Blackstone Accounts. Similarly, there will

likely be circumstances in which we and Other Blackstone Accounts will sell assets in a single or related transactions to a

buyer. In some cases that regard, the contractual purchase price paid to a seller or received from a buyer would be allocated

among the multiple assets, securities and instruments in the pool, and therefore among us and Other Blackstone Accounts

acquiring or selling any of the assets, securities and instruments, in accordance with the allocation of value in respect of the

transaction (e.g., accounting, tax or different manner), although Blackstone could, in certain circumstances, allocate value

to us and such Other Blackstone Accounts on a different basis. For example a counterparty could utilize an allocation of

value in the purchase or sale contract, though Blackstone could determine such allocation of value is not appropriate and

should not be relied upon. Blackstone will generally rely upon internal analysis to determine the ultimate allocation of

value, though it could also obtain third-party valuation reports. Regardless of the methodology for allocating value,

Blackstone will have conflicting duties to us and Other Blackstone Accounts when they buy or sell assets together in a

portfolio, including as a result of different financial incentives Blackstone has with respect to different vehicles, most

clearly when the fees and compensation, including performance-based compensation, earned from the different vehicles

differ. There can be no assurance that our investment will not be valued or allocated a purchase price that is higher or lower

than it might otherwise have been allocated if such investment were acquired or sold independently rather than as a

component of a portfolio shared with Other Blackstone Accounts. In certain cases, we could purchase the entire portfolio or

pool from a third-party seller and promptly thereafter sell the portion of the portfolio or pool allocated to an Other

Blackstone Account to that Other Blackstone Account pursuant to an agreement entered into between us and such Other

Blackstone Account prior to closing of the transaction (or vice versa), and such sale would not require approval of our

independent directors.

Blackstone is expected to structure certain investments such that Blackstone will face conflicting fiduciary duties to us

and certain debt funds.

It is expected that Blackstone will structure certain investments as a result of which one or more Other Blackstone

Accounts or investors therein (including Blackstone Real Estate Debt Funds) are offered the opportunity to participate in

the same or a separate debt tranche of an investment allocated to us (and vice versa). As investment adviser to both us and

such Other Blackstone Accounts, Blackstone owes a fiduciary duty to these Other Blackstone Accounts and investors

therein as well as to us and will encounter conflicts in the exercise of these duties. If we held a “mezzanine” interest in a

Portfolio Entity and one or more of such Other Blackstone Accounts were to own the mortgage debt or other debt

instruments relating to such Portfolio Entity (or vice versa), Blackstone will face a conflict of interest in respect of the

advice it gives to, or the decisions made with regard to, us and Other Blackstone Accounts (e.g., with respect to the terms

of such senior mortgage debt or other instruments, the enforcement of covenants, the terms of recapitalizations and the

resolution of workouts or bankruptcies, among other matters). For example, in a bankruptcy proceeding, in circumstances

where we hold an equity or subordinated debt investment in a Portfolio Entity, the holders of such Portfolio Entity’s more

senior debt instruments (which may include one or more Other Blackstone Accounts) may take actions for their benefit

(particularly in circumstances where such Portfolio Entity faces financial difficulties or distress) that subordinate or

adversely impact the value of our investment in such Portfolio Entity. In addition, in such situations, we may “follow the

vote” of other similarly situated third-party creditors (if any) in voting and governance matters where conflicts of interest

exist and will have a limited ability to separately protect our investment and will be dependent upon such third parties’

actions (which may not be as capable as Blackstone and may have other conflicts arising from their other relationships,

both with Blackstone and other third parties that could impact their decisions). Similarly, certain Other Blackstone

Accounts (including Blackstone Real Estate Debt Funds) can be expected to invest in securities of publicly traded

companies that are actual or potential investments of ours or our Portfolio Entities. The trading activities of Other

Blackstone Accounts may differ from or be inconsistent with activities that are undertaken for the account of us or our

Portfolio Entities in any such securities, including with respect to the times at which such securities are acquired or

disposed of. Moreover, we may not pursue an investment in a Portfolio Entity otherwise within our investment strategies

and objectives as a result of such trading activities by Other Blackstone Accounts.

Blackstone may raise and/or manage Other Blackstone Accounts, which could result in the reallocation of Blackstone

personnel and the direction of potential investments to such Other Blackstone Accounts.

Blackstone reserves the right to raise and/or manage Other Blackstone Accounts, including opportunistic and stabilized and

substantially stabilized real estate funds or separate accounts, dedicated managed accounts, investments suitable for lower

risk, lower return funds or higher risk, higher return funds, real estate debt obligation and trading investment vehicles, real

estate funds primarily making investments globally, in a particular region outside of the U.S. and Canada, or in a single

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sector of the real estate investment space (e.g., data centers, office, industrial, retail or rental housing) or making non-

controlling investments in public and private debt and equity securities and/or investment funds that may have the same or

similar investment objectives or guidelines as us or investments, including those raised by us and one or more managed

accounts (or other similar arrangements structured through an entity) for the benefit of one or more specific investors (or

related group of investors) which, in each case, may have investment objectives or guidelines that overlap with ours. See

“—We are subject to various risks arising out of Blackstone’s allocation of investment opportunities among us and Other

Blackstone Accounts, including that Certain Other Blackstone Accounts have similar or overlapping investment objectives

and strategies, and as a result we will not be allocated certain opportunities and may be allocated opportunities with lower

relative returns.” In particular, we expect that there will be overlap of real estate and real estate debt investment

opportunities with certain Other Blackstone Accounts that are actively investing and similar overlap with future Other

Blackstone Accounts. The closing of an Other Blackstone Account could result in the reallocation of Blackstone personnel,

including reallocation of existing real estate professionals, to such Other Blackstone Account. In addition, potential

investments that may be suitable for us may be directed toward such Other Blackstone Account.

Refinancing transactions involving us and Other Blackstone Accounts may give rise to potential or actual conflicts of

interest, in addition to the risks inherent to such transactions generally.

We have participated and expect to continue participating in investments relating to (i) the refinancing or modifications of

loan investments or portfolios held or proposed to be acquired by Other Blackstone Accounts (including Blackstone Real

Estate Debt Funds), refinancing loans currently held by us and/or (ii) Portfolio Entities of one or more Other Blackstone

Accounts, including primary or secondary issuances of loans or other interests by such Portfolio Entities. In connection

with such refinancing, we may negotiate an “exit fee” which only applies in the event of a refinancing by a third-party

unaffiliated with Blackstone; such an exit fee may incentivize a borrower to refinance through Blackstone or an Other

Blackstone Account, providing a benefit to Blackstone or an Other Blackstone Account and result in less advantageous

terms being agreed to with a borrower and us. We may also make investments in, or collateralized by, assets in which

Other Blackstone Accounts subsequently acquire an interest, in which case our investment may be paid off or otherwise

extinguished. Such transactions may result in us indirectly providing proceeds to an Other Blackstone Account (or vice

versa) and would not require approval of our independent directors. In connection with any of the foregoing transactions,

we may be required to pay pre-payment penalties to Other Blackstone Accounts or their Portfolio Entities (or vice versa).

Such transactions will give rise to potential or actual conflicts of interest, in addition to the risks inherent to such

transactions generally. For example, if we refinance a loan held by an Other Blackstone Account (or vice versa) and

thereafter the asset yields a different return than expected, the refinancing party (and/or the original party to the loan) may

ultimately benefit from (or be harmed by) the refinancing. Additionally, in the event an Other Blackstone Account has

committed to refinance a loan held by us but ultimately fails to consummate the transaction, it may be difficult for us to

find another party to refinance the loan, and we may need to hold the loan for a longer period than originally contemplated.

Blackstone’s potential involvement in financing a third party’s purchase of assets from us could lead to potential or

actual conflicts of interest.

We have provided and expect in the future to provide financing as part of a third-party purchaser’s bid or acquisition of (or

investment in) a Portfolio Entity or the underlying assets thereof from one or more Other Blackstone Accounts (or in

connection with acquisitions by one or more Other Blackstone Accounts or their affiliates of assets or interests (and/or

portfolios thereof) owned by a third-party). This may include making commitments to provide financing at, prior to or

around the time that any such purchaser commits to or makes such investments. We also expect to make investments and

provide debt financing with respect to Portfolio Entities in which Other Blackstone Accounts and/or their affiliates hold or

subsequently acquire an interest. While the terms and conditions of any such arrangements will generally be on market

terms, the involvement of such Other Blackstone Accounts or affiliates may affect the credit decisions and the terms of

such transactions or arrangements and/or may otherwise influence our Manager’s decisions, which will give rise to

potential or actual conflicts of interest and which may adversely impact us. For example, such transactions may involve the

partial or complete payoff of such loans or the equity invested by the applicable Other Blackstone Accounts (with related

proceeds being received by the applicable Other Blackstone Accounts) and/or otherwise result in restructurings of terms

and pricing relating to such existing loans or interests with the Portfolio Entities in respect of which such Other Blackstone

Accounts may receive refinancing proceeds and/or a retained interest in such loans, interests or Portfolio Entities.

Additionally, in certain situations we may not commit to provide financing until a third-party has committed to make a

deposit in connection with the acquisition of an investment from an Other Blackstone Account, which may result in us

being disadvantaged in the overall bid process or potentially not consummating the investment.

Further, to the extent such investment opportunities arise, Blackstone will face actual or apparent conflicts of interest, in

particular with respect to the pricing of such new financing and the incentive to use financing provided directly or

indirectly by us or its Affiliates to facilitate a successful disposition (in whole or in part) of any such investment by the

relevant Other Blackstone Account. Blackstone has sought to implement certain guidelines and procedures with respect to

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conflicts resolution in order to mitigate any actual or potential conflicts of interest in connection with any such

arrangements. However, there can be no assurance that any such protocols and procedures will be effective against

mitigating all potential conflicts of interest associated with the foregoing arrangements.

Disputes between Blackstone and our joint venture partners who have pre-existing investments with Blackstone may

affect our investments relating thereto.

Some of the third-party operators and joint-venture partners with which our Manager may elect to co-invest our capital may

have pre-existing investments with Blackstone. The terms of these preexisting investments may differ from the terms upon

which we invest with such operators and partners. To the extent a dispute arises between Blackstone and such operators

and partners, our investments relating thereto may be affected.

Certain principals and employees will, in certain circumstances, be involved in and have a greater financial interest in

the performance of Other Blackstone Accounts, and such activities may create conflicts of interest in making investment

decisions on our behalf.

Certain Blackstone personnel will, in certain circumstances, be subject to a variety of conflicts of interest relating to their

responsibilities to us, Other Blackstone Accounts and Portfolio Entities, and their outside personal or business activities,

including as members of investment or advisory committees or boards of directors of or advisors to investment funds,

corporations, foundations or other organizations. Such positions create a conflict if such other entities have interests that

are adverse to those of us, including if such other entities compete with us for investment opportunities or other resources.

The Blackstone personnel in question may have a greater financial interest in the performance of the other entities than our

performance. This involvement may create conflicts of interest in making investments on our behalf and on behalf of such

other funds, accounts and other entities. Also, Blackstone personnel are generally permitted to invest in alternative

investment funds, private equity funds, real estate funds, hedge funds and other investment vehicles, as well as engage in

other personal trading activities relating to companies, assets, securities or instruments (subject to Blackstone’s Code of

Ethics requirements and any other applicable policies or laws), some of which will involve conflicts of interests. Such

personal securities transactions will, in certain circumstances, relate to securities or instruments, which can be expected to

also be held or acquired by us or Other Blackstone Accounts, or otherwise relate to companies or issuers in which we have

or acquire a different principal investment (including, for example, with respect to seniority). There can be no assurance

that conflicts of interest arising out of such activities will be resolved in our favor. Investors will not receive any benefit

from any such investments, and the financial incentives of Blackstone personnel in such other investments could be greater

than their financial incentives in relation to us. Although our Manager will generally seek to minimize the impact of any

such conflicts, there can be no assurance they will be resolved favorably for us.

In addition, Blackstone has entered, and it can be expected that Blackstone in the future will enter, into strategic

relationships with investors (and/or one or more of their affiliates) that involve an overall relationship with Blackstone

(which will afford such investor special rights and benefits) that could incorporate one or more strategies (including, but

not limited to, a different sector and/or geographical focus) in addition to our strategy, or Strategic Relationships. A

Strategic Relationship may involve an investor agreeing to make a capital commitment or extend a commitment or lock-up

period, as applicable, to two or more Other Blackstone Accounts, including but not limited to us. A Strategic Relationship

may also involve Blackstone or its affiliate contributing cash or other assets to support certain return targets with respect to

an investment in one or more Other Blackstone Accounts through a Strategic Relationship, which investment returns may

also be subject to additional incentive or other fees payable to Blackstone if satisfied in accordance with the terms of the

Strategic Relationship program. As a result, Blackstone, including its personnel will receive compensation from Strategic

Relationships and be incentivized to allocate investment opportunities away from us or source investment opportunities for

Strategic Relationships.

Our Manager may face conflicts of interests in choosing our service providers and certain service providers may provide

services to our Manager or Blackstone on more favorable terms than those payable by us.

Pursuant to the terms of our Management Agreement, our Manager has retained and is expected to continue to retain, for

and on our behalf and at our expense, the services of certain other persons and firms as our Manager deems necessary or

advisable in connection with our management or operations, which may include affiliates of our Manager; provided, that

any such services may only be provided by affiliates to the extent (i) such services are on arm’s length terms and

competitive market rates in relation to terms that are then customary for agreements regarding the provision of such

services to companies that have assets similar in type, quality and value to our assets, or (ii) such services are approved by

a majority of our independent directors. Certain third-party advisors and other service providers and vendors to us

(including accountants, administrators, lenders, bankers, brokers, attorneys, consultants, title agents, loan servicing and

administration providers, property managers and investment or commercial banking firms) are owned by Blackstone, us or

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Other Blackstone Accounts or provide goods or services to, or have other business, personal, financial or other

relationships with, Blackstone, the Other Blackstone Accounts and their Portfolio Entities, our Manager and affiliates and

personnel of the foregoing. Also, advisors, lenders, investors, commercial counterparties, vendors and service providers

(including any of their affiliates or personnel) to us could have other commercial or personal relationships with Blackstone,

Other Blackstone Accounts and their respective affiliates, personnel or family members of personnel of the foregoing.

Expenses allocable to us may increase where service providers are retained to provide services to us.

Our Manager may face conflicts of interests related to third-party servicers providing their personnel to Blackstone and

outsourcing, and we may bear additional fees and expenses as a result.

Certain advisors and service providers (including law firms) may temporarily provide their personnel to Blackstone, us or

Other Blackstone Accounts or their Portfolio Entities pursuant to various arrangements including at cost or at no cost. In

certain circumstances, we may also have significant control in selecting individuals or dedicated teams at such advisors and

service providers and in determining their compensation. While often we and such Other Blackstone Accounts and their

Portfolio Entities are the beneficiaries of these types of arrangements, Blackstone is from time to time a beneficiary of

these arrangements as well, including in circumstances where the advisor or service provider also provides services to us in

the ordinary course. Such personnel may provide services in respect of multiple matters, including in respect of matters

related to Blackstone, its affiliates and/or Portfolio Entities and any costs of such personnel may be allocated accordingly.

In addition, Blackstone is expected to outsource to third parties several of the services performed for us or the Other

Blackstone Accounts, including services (such as administrative, legal, accounting, tax, investment diligence (including

sourcing), modeling and ongoing monitoring, preparing internal templates, memos, and similar materials in connection

with the Blackstone’s analysis of investment opportunities, or other related services) that can be and/or historically have

been performed in-house by Blackstone, us or the Other Blackstone Accounts and their personnel. The fees, costs and

expenses of such third-party service providers will be borne by us and the Other Blackstone Accounts, even if Blackstone

would have borne such amounts if such services had been performed in-house. Certain third-party advisors and service

providers and/or their employees (and/or teams thereof) will dedicate substantially all of their business time to one or more

Other Blackstone Accounts, including us. In certain cases, third-party service providers and/or their employees (including

part- or full-time secondees to Blackstone) will spend some or all of their time at Blackstone offices, have dedicated office

space at Blackstone, have Blackstone-related e-mail addresses, receive administrative support from Blackstone personnel

or participate in meetings and events for Blackstone personnel, even though they are not Blackstone employees or

affiliates. This creates a conflict of interest because Blackstone will have an incentive to outsource services to third parties

due to a number of factors, including because the fees, costs and expenses of such service providers will be borne by us or

Other Blackstone Accounts (with no reduction or offset to management fees) and retaining third parties will reduce our and

Other Blackstone Accounts’ internal overhead, compensation, benefits and costs for employees who would otherwise

perform such services in-house. Such incentives likely exist even with respect to services where internal overhead,

compensation, and benefits are chargeable to us and Other Blackstone Accounts.

In general, the involvement of third-party service providers presents a number of risks due to, among other factors,

Blackstone’s reduced control over the functions that are outsourced. In some cases, and subject to applicable law and

contractual restrictions, third-party service providers are permitted to delegate all or a portion of their responsibilities

relating to us or Other Blackstone Accounts to other third parties (including to their affiliates). Any such delegation could

further reduce Blackstone’s control over the outsourced functions, and Blackstone would lack direct oversight over the

party to whom the responsibilities are delegated.

A third-party service provider could face conflicts of interest in carrying out its responsibilities relating to Blackstone, us

and/or Other Blackstone Accounts, including (without limitation) in relation to the delegation of such responsibilities to

other parties and the allocation of time, attention and resources to Blackstone, us and/or Other Blackstone Accounts, as

compared to the service provider’s other clients. Third-party service providers could have incentives to carry out their

responsibilities in a manner that does not advance the interests of Other Blackstone Accounts, including us, and often have

no fiduciary obligation to act in the best interest of Blackstone, us and/or Other Blackstone Accounts. Blackstone has

limited visibility into what conflicts of interest a third-party service provider might face and the extent to which any such

conflicts impact the service provider’s decision-making.

There can be no assurances that Blackstone will be able to identify, prevent or mitigate the risks of engaging third-party

service providers (including the risk that such third-party service provider or its delegates will not perform the outsourced

function with the same degree of skill, competence and efficiency as Blackstone would in the absence of an outsourcing

arrangement). We could suffer adverse consequences from actions, errors or failures to act by such third parties or their

delegates, and will have obligations, including indemnity obligations, and limited recourse against them.

Outsourcing and the use of internal service providers will not occur uniformly for all Other Blackstone Accounts and the

expenses borne by such vehicles and accounts will vary. Accordingly, certain costs could be incurred by (or allocated to) us

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through the use of third-party (or internal) service providers that are not incurred by (or allocated to) us or Other

Blackstone Accounts for similar services.

Blackstone could similarly determine, subject to applicable law, to outsource certain services to Other Blackstone

Accounts, Portfolio Entities and/or affiliates of Blackstone, or to any of their respective related parties. The risks and

conflicts described above would similarly apply in such circumstances, and such circumstances would raise additional

conflicts.

The relationship of certain service providers and vendors with Blackstone may result in conflicts of interest, including

the payment by us of higher fees or commissions than would be the case absent the relationship.

Although Blackstone selects service providers and vendors it believes are most appropriate in the circumstances based on

its knowledge of such service providers and vendors (which knowledge is generally greater in the case of service providers

and vendors that have other relationships to Blackstone), the relationship of service providers and vendors to Blackstone as

described above will, in certain circumstances, influence Blackstone in deciding whether to select, recommend or form

such an advisor or service provider to perform services for us, the cost of which will generally be borne directly or

indirectly by us, and incentivize Blackstone to engage such service provider over a third party, utilize the services of such

service providers and vendors more frequently than would be the case absent the conflict, or to cause us to pay such service

providers and vendors higher fees or commissions than would be the case absent the conflict. The incentive could be

created by current income and/or the generation of enterprise value in a service provider or vendor; Blackstone may also

have an incentive to invest in or create service providers and vendors to realize on these opportunities. Furthermore,

Blackstone will from time to time encourage third-party service providers to Other Blackstone Accounts to use other

service providers and vendors in which Blackstone has an interest, and Blackstone has an incentive to use third-party

service providers who do so as a result of the additional business for the related service providers and vendors. Fees paid to

or value created in these service providers and vendors do not offset or reduce our Manager’s management fee and are not

otherwise shared with us. In the case of brokers of securities, Blackstone has a best execution policy that it updates from

time to time to comply with regulatory requirements in applicable jurisdictions.

Blackstone, Other Blackstone Accounts, Portfolio Entities, and personnel and related parties of the foregoing will

benefit from the fees and compensation, including performance-based and other incentive fees, which could be

substantial, for products and services provided to us.

Blackstone, Other Blackstone Accounts, Portfolio Entities, and personnel and related parties of the foregoing will receive

fees and compensation, including performance-based and other incentive fees, which could be substantial, for products and

services provided to us, such as fees for asset management (including, without limitation, management fees and carried

interest/incentive arrangements), development and property management; arranging; portfolio operations support (such as

those provided by Blackstone’s Portfolio Operations Group); underwriting (including, without limitation, evaluation

regarding value creation opportunities and sustainability risk mitigation), syndication or refinancing of a loan or investment

(including acquisition fees, loan modification or restructuring fees); servicing; loan servicing; special servicing;

administrative services; advisory services on purchase or sale of an asset or company; advisory services; investment

banking and capital markets services; treasury and valuation services; placement agent services; fund administration;

internal legal and tax planning services; information technology products and services; insurance procurement; brokerage

solutions and risk management services; data extraction and management products and services; BX Energy Services;

Revantage acquisition and disposition program management; fees for monitoring and oversight of loans, property, title and/

or other types of insurance provided to Portfolio Entities and/or third parties; and other products and services (including but

not limited to restructuring, consulting, monitoring, commitment, syndication, origination, organization and financing, and

divestment services). Such parties will also provide products and services for fees to Blackstone, Other Blackstone

Accounts and Portfolio Entities, and their personnel and related parties, as well as third parties. Through its Innovations

group, Blackstone incubates businesses that can be expected to provide goods and services to us, our investments, Other

Blackstone Accounts and their affiliates, as well as other Blackstone related parties and third parties. Further, such parties

could provide products and services for fees to us, Other Blackstone Accounts and their Portfolio Entities in circumstances

where third-party service providers are concurrently providing similar services to us, Other Blackstone Accounts and their

Portfolio Entities. By contracting for a product or service from a business related to Blackstone, we would provide not only

current income to the business and its stakeholders, but could also create significant enterprise value in them, which would

not be shared with us or our stockholders and could benefit Blackstone directly and indirectly. Also, Blackstone, Other

Blackstone Accounts and Portfolio Entities, and their personnel and related parties will, in certain circumstances, receive

compensation or other benefits, such as through additional ownership interests or otherwise, directly related to the

consumption of products and services by us. We will incur expense in negotiating for any such fees and services. Finally,

Blackstone and its personnel and related parties may also receive compensation for origination expenses and with respect

to unconsummated transactions.

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Blackstone and Portfolio Entities of Other Blackstone Accounts will be counterparties or participants in agreements,

transactions and other arrangements with us for the provision of goods and services, purchase and sale of assets and other

matters. In addition, certain of our Portfolio Entities can be expected to be counterparties or participants in agreements,

transactions and other arrangements with Other Blackstone Accounts for the provision of goods and services, purchase and

sale of assets and other matters (including information sharing and/or consulting). These agreements, transactions and other

arrangements will involve payment of fees and other amounts, some of which compensation may be paid in connection

with unvested equity in Blackstone, Other Blackstone Accounts or Portfolio Entities (which may be in the form of public

stock, limited partnership interests or otherwise), none of which will result in any offset to the management fees we pay to

our Manager notwithstanding that some of the services provided by such Portfolio Entity are similar in nature to the

services provided by our Manager. Our Manager will take such actions as it determines in good faith may be necessary or

appropriate to mitigate such conflicts of interest in a fair and reasonable manner in accordance with Blackstone’s prevailing

protocols and procedures with respect to conflicts resolution among Other Blackstone Accounts generally.

We engage certain, and may in the future engage other, Portfolio Entities of Other Blackstone Accounts, and Other

Blackstone Accounts may engage our Portfolio Entities to provide some or all of the following services: (a) corporate

support services (including, without limitation, accounts payable, accounting/audit (e.g., valuation support services),

account management (e.g., treasury, customer due diligence), administrative support, insurance, procurement, placement,

brokerage, consulting, business intelligence and data science services, cash management and monitoring, consolidation,

corporate secretarial and executive assistant services, domiciliation, data management (e.g., gathering, processing,

aggregating, reconciling, and delivering relevant industry and asset class specific data), directorship services, entity

dissolution process oversight, finance/budgeting and forecasting, financing management, fundraising support, human

resources and recruiting (e.g., the onboarding and ongoing development of personnel), communications and public affairs,

information and data security support (e.g., network operations and cybersecurity services), information technology and

software systems support (e.g., implementation of property technology strategy), corporate governance and entity

management (e.g., liquidation, dissolution and/or otherwise end of term services), risk management and internal

compliance/know-your-client (KYC) reviews and refreshes, investment incentive payment documentation and

recordkeeping, judicial processes, legal/business/finance optimization and innovation (e.g., legal invoice automation, legal

document management and oversight, entity formation process standardization, management / team design, and

identification of business efficiencies), legal support (e.g., claims, settlement and litigation oversight management and

dispute resolution support, due diligence, including in each case, post disposition of an investment, environmental and

engineering due diligence, onboarding support of an acquisition post-closing and post-closing support, fundraising and

investor reporting support, regulatory legal compliance, data privacy, lease and contract support (including drafting and

reviewing NDAs), management agreement review and negotiation, and human resources and employment related support

including legal and compliance training for personnel), lender financial reporting, lender relationship management (e.g.,

coordinating with lenders on any ongoing obligations under any relevant borrowing, indebtedness or other credit support

(including any required consultation with or reporting to such lender)), mortgage servicing rights support services,

environmental and/or sustainability due diligence support (e.g., review of property condition reports and clean energy

consumption), climate accounting services, sustainability program management services, engineering services, services

related to the sourcing, development and implementation of renewable energy, sustainability data collection and reporting

services, capital planning services, payroll and benefits support, procurement, reporting (e.g., on tax, debt, portfolio or

other similar topics), restructuring and work-out of performing, sub-performing and nonperforming loans, tax analysis and

compliance (e.g., CIT and VAT compliance), trademark management, transfer pricing and internal risk control, treasury,

valuation support services, vendor selection (e.g., training, due diligence and management support), whole loan servicing

oversight (e.g., collateral management, due diligence, and servicing oversight); (b) management services (including,

without limitation, management by a Portfolio Entity, Blackstone affiliate or third party (e.g., a third-party manager or

operating partner) of operational services (including personnel), operational coordination (e.g., coordination with Joint

Venture Partners, operating partners, and property managers), planning with respect to portfolio composition (e.g., hold/

sell analysis support), sustainability-related planning (e.g., data collection, review, support and execution), revenue

management support, and portfolio and property reporting), monitoring, restructuring and work-out of performing, sub-

performing and nonperforming loans), consolidation, cash management, financing management, administrative support; (c)

construction and project management services (including, without limitation, management of development projects, (e.g.,

energy and infrastructure management), management of general contractors on capital projects, project design and

execution, tenant improvements, tenant space build-outs, turnkey services (such as end-to-end execution for real estate

projects) and insurance support, and vendor selection (including training, due diligence and management support)); (d)

leasing services (e.g., creating and implementing standard forms, leasing strategy, incorporation of green leases, leasing

dispute and litigation assistance, management of third-party brokers, negotiation of major leases, negotiation of leases, and

income (including parking, advertising, and promotional space)); (e) property management services (including, without

limitation, property-level management, cleaning, energy consumption, security (including but not limited to physical

security), revenue management, contract management, expense management, capital expenditure projects, facility

management, business plan execution, engineering, capital expenditure design and implementation, reporting, provision of

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on-site staff, rent collection, service charge accounting and operation, marketing and advertising, tenant and guest relations,

maintenance of common space, selecting and engaging architects, contractors and other third parties involved in

construction, supervision of on-site third-party contractors (including facilities maintenance, cleaning, and security), and

provision of retail managers to oversee tenant merchandising, promotions, and inventory); and (f) transaction support

services including, without limitation, assisting with the appropriate transition of investments from acquisition to asset

management, disposition, financing support, identifying potential investments (including development sites) and

conducting diligence and negotiation support during acquisition, site visits, assembling relevant information, identifying

potential financing opportunities or transactions including different transaction structures, providing diligence and

negotiation support during lender selection, loan document negotiation, loan closing process, coordinating with investors,

coordinating with lenders, servicers, title companies, escrow agents, vendors, third party report providers, deal teams and

internal legal departments, coordinating lender due diligence, providing relationship management with brokers, banks and

other potential sources of financing, preparing reporting packages (including financial statements) for lender review,

assisting with underwriting, preparing pitchbooks and other marketing materials, preparing project feasibility analysis,

coordinating with potential sources of capital and management, assisting with customer due diligence and related on-

boarding, assisting with due diligence financial support, pricing, market analyses, modelling, sensitivity analyses, tracking

guaranty exposure and counterparty exposure across financing platforms, preparing reporting on liquidity and overall

capital structure, ordering third party reports, coordinating design and development works, assistance with due diligence,

identifying potential investments, managing relationships with brokers and other potential sources of investments (e.g.,

recommending and implementing design decisions), coordinating and overseeing brokers, lawyers, accountants and other

advisors, working with consultants and third parties to pursue entitlements and licensing, marketing and distribution,

providing technical analyses and review of (i) design and structural work, (ii) architectural, façade and external finishes,

(iii) certifications, (iv) operations and maintenance manuals and (v) statutory documents), managing bank account opening

as well as account maintenance and relationships with banking partners, providing transaction consulting, providing in-

house legal, sustainability and accounting and tax services, coordinating closing/post-closing procedures for acquisitions,

dispositions, financings, and other transactions and assembling all and any relevant information related to any of the

foregoing. Similarly, Blackstone, Other Blackstone Accounts and their Portfolio Entities can be expected to engage

Portfolio Entities of Other Blackstone Accounts to provide some or all of these services. Certain Portfolio Entities of Other

Blackstone Accounts are also expected to provide services to third parties (including for example, post-disposition of an

investment).

Such Portfolio Entities of Other Blackstone Accounts that have provided and can be expected to provide services to us

include, without limitation, the following, and may include additional Portfolio Entities that may be formed or acquired in

the future:

•Brio. We have engaged Brio Real Estate Services, LLC, Brio Real Estate (UK) Ltd., and Brio Real Estate (AUS)

Pty Ltd., Portfolio Entities owned by certain Other Blackstone Accounts to provide, as applicable, management,

corporate support, and transaction support services for our debt investments.

•Revantage. We have engaged Revantage Corporate Services, LLC and Revantage Global Services Europe S.à r.l.,

or, collectively Revantage Portfolio Entities owned by certain Other Blackstone Accounts, to provide, as

applicable, management, corporate, and transaction support services for our investments.

•Perform Properties. We have engaged Perform Properties LLC, a Portfolio Entity owned by an Other Blackstone

Account, to provide the services that EQ Management, LLC had previously provided. Those services include

management, corporate support, and transaction support services for our office properties.

•LivCor. We have engaged LivCor, LLC, a Portfolio Entity owned by certain Other Blackstone Accounts to

provide, as applicable, management, corporate support, and transaction support services for our multifamily

properties.

•BRE Hotels. We have engaged BRE Hotels & Resorts, LLC, a Portfolio Entity owned by certain Other Blackstone

Accounts to provide, as applicable, management, corporate support, and transaction support services for our

hospitality properties.

•LendingOne. LendingOne, LLC, a Portfolio Entity owned by an Other Blackstone Account, provides loan

origination services for certain of our multifamily investments.

We may be required or strongly encouraged to obtain certain services from Revantage due to firm-wide, fund-wide or

regulatory reasons (including internal Manager synergy as well as our Manager’s policies and procedures). Such required

offerings may include data collection programs; IT security; fund accounting; fund accounting reporting; acquisition

onboarding; offboarding of investments; certain valuation reporting; tax reporting and compliance; distribution support;

transaction and enterprise risk management; digital asset management; acquisition and disposition program management;

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certain sustainability support services; and office services. Our Manager recommends certain services from Revantage

where such services are accretive in value or offer proven scale. In some instances, our Manager prefers that we or Other

Blackstone Accounts utilize Revantage’s services to ensure consistency in reporting to our investors and generally to Other

Blackstone Accounts. For example, such recommended offerings may include human resource administration; IT

infrastructure services, investment accounting and reporting services; promote administration; loan origination assistance;

and invoice and claims management services. Revantage also offers “opt-in” services, which are services that we or Other

Blackstone Accounts may find valuable and helpful to their infrastructure; whereas, certain Other Blackstone Accounts

may already have such services in-house or have otherwise established policies and procedures for such services or similar

such that they need not “opt-in” to this category of Revantage’s services. Such services include Portfolio Entity and

investment level analytics services; talent acquisition services; financial planning and analysis for Portfolio Entities; tax

advice and administration for Portfolio Entities; debt servicing; litigation management services; business continuity

assistance; and project management services.

Fees and expenses incurred for services provided by Other Blackstone Accounts may result in conflicts of interest,

including as a result of different compensation and expense reimbursement structures and allocation of expenses

between us and/or the Portfolio Entities could result in us paying more than our pro rata portion of fees for services.

We compensate service providers and vendors owned by the Other Blackstone Accounts for services rendered to us,

including through promote or other incentive-based compensation payable to their management teams and other related

parties. The incentive-based compensation paid with respect to a Portfolio Entity or property will vary from the incentive-

based compensation paid with respect to other Portfolio Entities and investments; as a result the management team or other

related parties may have greater incentives with respect to certain Portfolio Entities and investments relative to others, and

the performance of certain Portfolio Entities and investments may provide incentives to retain management that also

service other properties and Portfolio Entities. Such service providers and vendors may charge for certain goods and

services at rates generally consistent with those available in the market for similar goods and services. The discussion

regarding the determination of market rates below applies equally in respect of the fees and expenses of the Portfolio Entity

service providers, if charged at rates generally consistent with those available in the market.

Such service providers and vendors may also pass through expenses for other services on a cost reimbursement, no-profit,

revenue, purchase and sale price, capital spend, or break-even basis, (even if third party customers or clients are charged on

a different basis), which break-even point may occur over a period of time such that such service provider or vendor may

realize a profit in a given year which would be expected to be applied towards the costs in subsequent period. In such cases,

costs and expenses associated with goods and services provided by service providers and vendors owned by Other

Blackstone Accounts (including for the avoidance of doubt, all overhead associated with such service providers and

vendors owned by Other Blackstone Accounts) are allocated to us and/or the Portfolio Entities. Such costs and expenses

are expected to include any of the following: (i) salaries, wages, benefits and travel expenses; (ii) marketing and advertising

fees and expenses; (iii) legal, compliance, accounting and other professional fees and disbursements; (iv) office space,

furniture and fixtures, and equipment; (v) insurance premiums; (vi) technology expenditures, including hardware and

software costs, and servicing costs and upgrades related thereto; (vii) costs to engage recruitment firms to hire employees;

(viii) diligence expenses; (ix) one-time costs, including costs related to building-out, expanding and winding-down a

portfolio property costs that are of a limited duration or non-recurring (such as startup or technology buildup costs, one-

time technology and systems implementation costs, employee recruiting and onboarding, ongoing training and severance

payments, certain consulting fees and legal costs and IPO-readiness and other infrastructure costs); (x) related tax costs

and/or liabilities determined by Blackstone based on applicable marginal tax rates; and (xi) other operating, establishment,

expansion and capital expenditures (including financing and interest thereon). Any of the foregoing costs, although

allocated in a particular period, will, in certain circumstances, relate to activities occurring outside the period (including in

prior periods, such as where any such costs are amortized over an extended period), and therefore we could pay more than

our pro rata portion of fees for services.

In addition, in certain circumstances, Blackstone also relies on the management team of a Portfolio Entity with respect to

the determination of costs and expenses and allocation thereof and does not oversee or participate in such determinations or

allocations. Moreover, to the extent a Portfolio Entity uses an allocated cost model with respect to fees, costs and expenses,

such fees, costs and expenses are typically estimated and/or accrued quarterly (or on another regular periodic basis) but not

finalized until year-end and as a result, such year-end true-up is subject to fluctuation and increases such that for a given

year, the year-end cumulative amount with respect to fees, costs and expenses may be greater than the sum of the quarterly

estimates (or other periodic estimates where applicable) and/or accruals and therefore we could bear more fees, costs and

expenses at year-end than had been anticipated throughout the year. The allocation of costs and expenses (including for the

avoidance of doubt overhead) among the entities and assets to which services are provided can be expected to be based on

any of a number of different methodologies, including, without limitation, on the basis of “cost” as described above,

“revenue”, “time-allocation”, “per unit”, “spend,” “number of units,” “per square footage” or “fixed percentage,” gross

asset value or sale price and the particular methodology used to allocate such costs among the entities and assets to which

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services are provided is expected to vary depending on the types of services provided and the applicable asset class

involved and could, in certain circumstances, change from one period to another. There can be no assurance that a different

manner of allocation would result in our bearing less or more costs and expenses. In addition, a Portfolio Entity that passes

through costs and expenses on a cost reimbursement, no-profit or break-even basis may, in certain circumstances, change

its allocation methodology, for example, another methodology for the allocation of costs and expenses (including for the

avoidance of doubt all overhead) described herein or otherwise, to charging a flat fee for a particular service or instance (or

vice versa) or to a contractually determined rate or cost that is generally consistent with those available in the market for

similar goods and services described herein (or vice-versa) and such changes may increase or reduce the amounts received

by such Portfolio Entities for the same services.

A service provider may subcontract certain of its responsibilities to other Portfolio Entities. In such circumstances, the

relevant subcontractor could invoice the Portfolio Entity for fees (or in the case of a cost reimbursement arrangement, for

allocable costs and expenses) in respect of the services provided by the subcontractor. The Portfolio Entity, if charging on a

cost reimbursement, no-profit or break-even basis, would in turn allocate those costs and expenses as it allocates other fees

and expenses as described above. Similarly, Other Blackstone Accounts, their Portfolio Entities and Blackstone may

engage any of our future Portfolio Entities to provide services, and these Portfolio Entities will generally charge for

services in the same manner described above, but we generally will not be reimbursed for any costs (such as startup costs)

relating to such Portfolio Entity incurred prior to such engagement.

To the extent we enter into joint ventures with third parties which engage service providers and vendors as discussed

herein, we may be allocated more fees, costs and expenses than our pro rata share.

We, Other Blackstone Accounts and their affiliates have entered and are expected to enter into joint ventures with third

parties to which the service providers and vendors described above will provide services. In some of these cases, the joint

venture partner may negotiate to not pay its pro rata share of fees, costs and expenses to be allocated as described above, in

which case we, Other Blackstone Accounts and their affiliates that also use the services of the Portfolio Entity service

provider will, directly or indirectly, pay the difference, or the Portfolio Entity service provider will bear a loss equal to the

difference. Moreover, in certain circumstances, the joint venture partner may be allocated fees, costs and expenses pursuant

to a different methodology than a Portfolio Entity’s standard allocation methodology, which could result in us or the

Portfolio Entities being allocated more fees, costs and expenses than we or they would otherwise be allocated solely

pursuant to such standard allocation methodology. Portfolio entity service providers described in this section are generally

owned and controlled by one or more Blackstone funds such as Other Blackstone Accounts. In certain instances, a similar

company could be owned or controlled by Blackstone directly. Service providers described in this section are generally

owned and controlled by an Other Blackstone Accounts.

Blackstone has a general practice of not entering into any arrangements with advisors, vendors or service providers that

provide lower rates or discounts to Blackstone itself compared to those available to us for the same services. However,

legal fees for unconsummated transactions are often charged at a discounted rate, such that if we consummate a higher

percentage of transactions with a particular law firm than Blackstone, Other Blackstone Accounts and their affiliates, we

could indirectly pay a higher net effective rate for the services of that law firm than Blackstone or Other Blackstone

Accounts or their affiliates. Also, advisors, vendors and service providers often charge different rates or have different

arrangements for different types of services. For example, advisors, vendors and service providers often charge fees based

on the complexity of the matter as well as the expertise and time required to handle it. Therefore, to the extent the types of

services used by us are different from those used by Blackstone, Other Blackstone Accounts and their affiliates and

personnel, we can be expected to pay different amounts or rates than those paid by such other persons. Similarly,

Blackstone, the Other Blackstone Accounts and their affiliates and we can be expected to enter into agreements or other

arrangements with vendors and other similar counterparties (whether such counterparties are affiliated or unaffiliated with

Blackstone) from time to time whereby such counterparty will, in certain circumstances, charge lower rates (or no fee) or

provide discounts or rebates for such counterparty’s products or services depending on the volume of transactions in the

aggregate or other factors.

In addition to the service providers (including Portfolio Entity service providers) and vendors described above, we engage

in transactions with one or more businesses that are owned or controlled by Blackstone directly, not through one of its

funds, including the businesses described below. These businesses will, in certain circumstances, also enter into

transactions with other counterparties of ours, Portfolio Entities as well as service providers and vendors. Blackstone could

benefit from these transactions and activities through current income and creation of enterprise value in these businesses.

No fees charged by these service providers and vendors will offset or reduce our Manager’s management fees.

Furthermore, Blackstone, the Other Blackstone Accounts and their affiliates and related parties will use the services of

these Blackstone affiliates, including at different rates. Although Blackstone believes the services provided by its affiliates

are equal to or better than those of third parties, Blackstone directly benefits from the engagement of these affiliates, and

there is therefore an inherent conflict of interest.

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Blackstone-affiliated service providers and vendors, include, without limitation:

•LNLS. Lexington National Land Services, or LNLS, is a Blackstone affiliate that (i) acts as a title agent in

facilitating and issuing title insurance, (ii) provides title support services for title insurance underwriters, (iii) in

certain circumstances, provides courtesy title settlement services, and (iv) acts as escrow agent in connection with

investments by us, Other Blackstone Accounts and their affiliates and related parties, and third parties, including,

in certain cases, Blackstone’s borrowers. In exchange for such services, LNLS earns fees which would have

otherwise been paid to third parties. Blackstone generally will periodically benchmark the relevant costs

(including on a portfolio-wide basis in certain cases) unless market data is unavailable in the context of such

transaction or is impractical or unduly burdensome to obtain or when LNLS is providing such services in a state

where the insurance premium or escrow fee, as applicable, is regulated by the state or when LNLS is part of a

syndicate of title insurance companies where the insurance premium is negotiated by other title insurance

underwriters or their agents on an arm’s-length basis. Such benchmarking, where conducted, will assess whether

LNLS rates are within a range that Blackstone has determined is reflective of a title agency rates in the applicable

and comparable markets. LNLS rates will not necessarily be equal to or lower than the median within such range.

There will be no related management fee offset for us. As a result, while Blackstone believes that LNLS will

provide services equal to or better than those provided by third parties (even in jurisdictions where insurance rates

are regulated), there is an inherent conflict of interest that gives Blackstone incentive to engage LNLS over a third

party.

•CTIMCO. CT Investment Management Co., LLC, or CTIMCO, is a Blackstone affiliate that serves as the special

servicer of all of our CLOs, and in such capacity, may be required to enforce obligations or undertake certain

other actions that may conflict with our interests. For further details, see “– Risks Related to Our Financing and

Hedging – Our investments in CMBS and CLOs and other similar structured finance investments, as well as those

we structure, sponsor or arrange, pose additional risks.”

In addition, affiliates of our Manager own an interest in the controlling entity of BTIG, LLC, or BTIG. BTIG has been

engaged and may in the future be engaged as a broker for repurchases of our Senior Secured Notes and Convertible Notes.

Additionally, we have engaged BTIG as a sales agent to sell shares of our class A common stock under one of our ATM

Agreements. Our engagements of BTIG are on terms equivalent to those of unaffiliated third parties under similar

arrangements.

Certain Blackstone-affiliated service providers and their respective personnel will receive a management promote, an

incentive fee and other performance-based compensation in respect of our investments, which fees and compensation (as

well as other fees and compensation we may pay, including to Portfolio Entities of Other Blackstone Accounts and their

respective personnel) are expected to be substantial in some cases and in the form of shares of our class A common stock.

Furthermore, Blackstone-affiliated service providers can be expected to charge costs and expenses based on allocable

overhead associated with personnel working on relevant matters (including salaries, benefits and other similar expenses),

provided that these amounts will not exceed market rates as determined to be appropriate under the circumstances.

Our Manager and its affiliates, except in those instances where a market comparable cannot be determined, will make

determinations of certain market rates (i.e., rates that fall within a range that our Manager and its affiliates has determined

is reflective of rates in the applicable market and certain similar markets, though not necessarily equal to or lower than the

median rate of comparable firms and in certain circumstances, is expected to be in the top of the range) based on its

consideration of a number of factors, which are generally expected to include the experience of our Manager and its

affiliates with non-affiliated service providers as well as benchmarking data and other methodologies determined by our

Manager and its affiliates to be appropriate under the circumstances. In respect of benchmarking, while Blackstone often

obtains benchmarking data regarding the rates charged or quoted by third parties for services similar to those provided by

Blackstone affiliates in the applicable market or certain similar markets, relevant comparisons may not be available for a

number of reasons including, without limitation, as a result of a lack of a substantial market of providers or users of such

services or the confidential or bespoke nature of such services (e.g., within property management services, different assets

may receive different property management services). In addition, benchmarking data is based on general market and broad

industry overviews, rather than determined on an asset-by-asset basis. As a result, benchmarking data does not take into

account specific characteristics of individual assets then owned or to be acquired (such as location or size), or the particular

characteristics of services provided. Further, it could be difficult to identify comparable third-party service providers that

provide services of a similar scope and scale as the Blackstone- affiliated service providers that are the subject of the

benchmarking analysis. For these reasons, such market comparisons may not result in precise market terms for comparable

services. Expenses to obtain benchmarking data will be borne by us or by Other Blackstone Accounts and will not offset

the management fee we pay to our Manager. Finally, in certain circumstances, our Manager can be expected to determine

that third-party benchmarking is unnecessary, including in circumstances where the price for a particular good or service is

mandated by law (e.g., title insurance in rate-regulated states) or because Blackstone has access to adequate market data

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(including from third-party clients of the Blackstone-affiliated service provider that is the subject of the benchmarking

analysis) to make the determination without reference to third-party benchmarking. For example, in certain circumstances a

Blackstone-affiliated service provider or a Portfolio Entity service provider could provide services to third parties, in which

case if the rates charged to such third parties are consistent with the rates charged to us, Other Blackstone Accounts and

their respective Portfolio Entities, then a separate benchmarking analysis of such rates is not expected to be prepared. Some

of the services performed by Blackstone-affiliated service providers could also be performed by Blackstone from time to

time and vice versa. Fees paid by us to Blackstone-affiliated service providers do not offset or reduce the management fee

we pay to our Manager and are not otherwise shared with us.

Blackstone and Other Blackstone Accounts operate in multiple industries, including the real estate related information

technology industry, and provide products and services to or otherwise contract with us, among others. In connection with

any such investment, Blackstone and Other Blackstone Accounts (or their respective Portfolio Entities and personnel and

related parties) can be expected to make referrals or introductions to us or other Portfolio Entities in an effort, in part, to

increase the customer base of such companies or businesses or because such referrals or introductions will, in certain

circumstances, result in financial benefits, such as cash payments, additional equity ownership, participation in revenue

share, accruing to the party making the introduction. In the alternative, Blackstone may form a joint venture (or other

business relationship) with such a Portfolio Entity to implement such arrangements, pursuant to which the joint venture or

business provides services (including, without limitation, corporate support services, loan management services,

management services, operational services, risk management services, data management services, consulting services,

brokerage services, sustainability and clean energy consulting services, insurance procurement, placement, brokerage and

consulting services, and other services to such Portfolio Entities) that are referred to the joint venture or business by

Blackstone. Such joint venture or business could use data obtained from such Portfolio Entities. We typically will not share

in any fees, economics, equity or other benefits accruing to Blackstone, Other Blackstone Accounts and their respective

Portfolio Entities as a result of such introduction.

Agreements we will enter with respect to service and products purchased on a group basis may result in conflicts of

interest due to the allocation of the costs and benefits of these agreements.

We have entered into agreements regarding group procurement (such as CoreTrust, an independent group purchasing

organization), benefits management, purchase of title and other insurance policies (which can be expected to include

brokerage or placement thereof) and will otherwise enter into operational, administrative or management related initiatives.

Blackstone will allocate the cost of these various services and products purchased on a group basis among us, Other

Blackstone Accounts and Portfolio Entities. Some of these arrangements result in commissions, discounts, rebates or

similar payments to Blackstone and its personnel, or Other Blackstone Accounts and their Portfolio Entities, including as a

result of transactions entered into by us, and such commissions or payment will not offset the management fee payable to

our Manager. Blackstone can be expected to also receive consulting, usage or other fees from the parties to these group

procurement arrangements. To the extent that a Portfolio Entity of an Other Blackstone Account is providing such a

service, such Portfolio Entity and such Other Blackstone Account will benefit. Further, the benefits received by the

particular Portfolio Entity providing the service will, in certain circumstances, be greater than those received by us in

receiving the service. Conflicts exist in the allocation of the costs and benefits of these arrangements.

We will purchase or bear premiums, fees, costs and expenses (including any expenses or fees of insurance brokers) to

insure us, our investments, our Manager, Blackstone and their respective directors, officers, employees, agents and

representatives and other indemnified parties (and in certain circumstances, such person’s agents and representatives),

against liability in connection with our activities. This includes a portion of any premiums, fees, costs and expenses for one

or more “umbrella”, group or other insurance policies maintained by Blackstone that cover one or more of us and Other

Blackstone Accounts, our Manager and Blackstone (including their respective directors, officers, employees, agents and

representatives and other indemnified parties). Our Manager and its affiliates will make judgments about the allocation of

premiums, fees, costs and expenses for such “umbrella”, group or other insurance policies among one or more of us and

Other Blackstone Accounts, our Manager and Blackstone on a fair and reasonable basis, in their discretion, and may make

corrective allocations should they determine subsequently that such corrections are necessary or advisable. For example,

some property insurance could be allocated on a property-by-property basis in accordance with the relative values of the

respective assets that are insured by such policies.

Similarly, we and our Portfolio Entities may enter into arrangements with Other Blackstone Accounts and their respective

Portfolio Entities whereby insurance is procured as a group where the insurance provider may charge lower premiums to

the group than it would on an individual basis. In such event, the obligation to pay the premiums on such group policies

may be allocated in accordance with the relative values of the respective entities that are insured by such policies (or other

factors that Blackstone may reasonably determine). Additionally, we and Other Blackstone Accounts (and their Portfolio

Entities) will, in certain circumstances, jointly contribute to a pool of funds that can be expected to be used to pay losses

that are subject to the deductibles on any group insurance policies, which contributions may similarly be allocated in

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accordance with the relative values of the respective assets that are insured by such policies (or other factors that

Blackstone may reasonably determine). In respect of such insurance arrangements, Blackstone may make corrective

allocations from time to time should it determine subsequently that such adjustments are necessary or advisable. There can

be no assurance that different allocations or arrangements than those implemented by Blackstone as provided above would

not result in us bearing less (or more) premiums, deductibles, fees, costs and expenses for insurance policies.

We and Other Blackstone Accounts (including with respect to property insurance and terrorism insurance) have self-

insured through Gryphon Mutual Property Americas IC, a captive insurance company, or Gryphon, owned entirely by its

participants (which include us and such Other Blackstone Accounts). An affiliate of Blackstone manages Gryphon,

oversees its operations and service providers, provides a guarantee for a letter of credit to help capitalize it and receives a

fee based on a percentage of the premiums, and a third-party insurance services firm will provide brokerage, administration

and insurer management services. In the future, it is possible that we will self-insure through Gryphon or a different captive

insurance company, which we refer to as a Captive, alongside Other Blackstone Clients (and their Portfolio Entities). If we

and Other Blackstone Clients self-insure through a Captive, the fees and expenses of such Captive, including insurance

premiums and fees paid to its manager, would likely be borne by us and Other Blackstone Clients pro rata based on

estimates of insurance premiums that would have been payable for each party’s respective assets, as benchmarked by third

parties, and would likely be paid by each participant annually. While we would not expect to provide any funding in

addition to such annual contribution, it is possible that each member of such Captive, including us, would be required to

make additional capital contributions in certain circumstances. This optional arrangement could provide us with greater

control over our insurance program and reduce overall costs of insurance through lower premiums and reduction or

elimination of insurance brokerage costs. It is possible, however, that we would be negatively affected to the extent there

were disproportionate losses incurred on assets held by Other Blackstone Clients participating in such Captive, including

through increased future premiums or the lost ability to recoup capital contributions, and there can be no assurance that the

arrangement would not result in under- or over-allocation of costs to us relative to Other Blackstone Clients or that

different allocations or arrangements than those provided above would not result in us and our Portfolio Entities bearing

less (or more) premiums, deductibles, fees, costs and expenses for insurance policies. Gryphon currently engages, and is

expected to continue to engage, Revantage to provide corporate support services in respect of Gryphon’s activities

(including assisting with any Captive) structuring, related insurance placement and oversight and administration of claims.

In connection therewith, Revantage is expected to earn commissions for such services related to the Gryphon property

program placement, terrorism insurance, casualty program and other lines of coverage and could earn additional

commissions during each such policy year. Such commissions will initially be used to offset costs of any Captive (which

could include fees to Blackstone and allocated costs associated with Revantage’s account payroll, professional services,

travel and entertainment, employee development technology costs and facilities and office services), with any excess funds

being returned to or used for the benefit of participating funds in a reasonable manner, which could include reserving for

(or advance payment of) additional anticipated costs or direct reimbursement in accordance with a reasonable allocation.

Any such services and fees are in addition to the services provided and fees received by Blackstone, notwithstanding that

Revantage is a Portfolio Entity owned by certain Other Blackstone Clients.

The potential receipt of compensation by Blackstone related to data management services provided to portfolio

properties, us and Other Blackstone Accounts may cause us to invest in Portfolio Entities that we may not otherwise

have invested in or on terms and conditions less favorable to us than we would have otherwise sought to obtain.

Revantage provides data management services to portfolio properties and may also provide such services directly to us and

Other Blackstone Accounts, or, collectively, Data Holders, and Blackstone or an affiliate of Blackstone formed in the

future may also provide data management services. Such services may include assistance with obtaining, analyzing,

curating, processing, packaging, distributing, organizing, mapping, holding, transforming, enhancing, marketing and

selling such data (among other related data and consulting services) for monetization through licensing or sale

arrangements with third parties and, subject to any applicable contractual limitations, with us, Other Blackstone Accounts,

portfolio properties and other Blackstone affiliates and associated entities (including funds in which Blackstone and Other

Blackstone Accounts make investments, and Portfolio Entities thereof). If Blackstone enters into data services

arrangements with Portfolio Entities and receives compensation from such Portfolio Entities for such data services, we will

indirectly bear its share of such compensation based on its pro rata ownership of such Portfolio Entities. Where Blackstone

believes appropriate, data from one Data Holder will be aggregated or pooled with data from other Data Holders. Any

revenues arising from such aggregated or pooled data sets would be allocated between applicable Data Holders on a fair

and reasonable basis as determined by Blackstone in its discretion, with Blackstone able to make corrective allocations

should it determine subsequently that such corrections were necessary or advisable. If Blackstone in the future enters into

data services arrangements with Portfolio Entities and such Portfolio Entities pay Blackstone compensation for such data

services, we will indirectly bear our share of the cost of such compensation based on our ownership of such Portfolio

Entities. To the extent Blackstone receives compensation for such data services, such compensation would include a

percentage of the revenues generated through any licensing or sale arrangements with respect to the relevant data as well as

fees, royalties and cost and expense reimbursement (including start-up costs and allocable overhead associated with

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personnel working on relevant matters (including salaries, benefits and other similar expenses)). Additionally, Blackstone

is also expected to share and distribute the products from such data management services within Blackstone or its affiliates

(including Other Blackstone Accounts or their Portfolio Entities) at no charge and, in such cases, the Data Holders will not

receive any financial or other benefit from having provided such data to Blackstone. The potential receipt of such

compensation by Blackstone creates incentives for our Manager to cause us to invest in Portfolio Entities with a significant

amount of data that it might not otherwise have invested in or on terms less favorable than it otherwise would have sought

to obtain.

Blackstone has implemented protocols to address conflicts that arise as a result of its various activities, as well as

regulatory and other legal considerations. Because Blackstone has many different asset management and advisory

businesses, it is subject to a number of actual and potential conflicts of interest, greater regulatory oversight and more legal

and contractual restrictions than it would otherwise be subject to if it had just one line of business.

We may be subject to potential conflicts of interest as a consequence of family relationships that Blackstone

professionals have with other real estate professionals.

Certain personnel and other professionals of Blackstone have family members or relatives that are actively involved in

industries and sectors in which we invest and/or have business, personal, financial or other relationships with companies in

such industries and sectors (including the advisors and service providers described above) or other industries, which gives

rise to potential or actual conflicts of interest. For example, such family members or relatives might be officers, directors,

personnel or owners of companies or assets which are actual or potential investments of us or our other counterparties and

portfolio properties. Moreover, in certain instances, we can be expected to purchase or sell companies or assets from or to,

or otherwise transact with, companies that are owned by such family members or relatives or in respect of which such

family members or relatives have other involvement. In most such circumstances, we will not be precluded from

undertaking any of these investment activities or transactions. To the extent Blackstone determines appropriate, conflict

mitigation strategies may be put in place with respect to a particular circumstance, such as internal information barriers or

recusal, disclosure or other steps determined appropriate by our Manager.

We are subject to conflicts of interest related to tenants.

Certain properties owned or underlying investments made by us and/or an Other Blackstone Account will, in certain

circumstances, be leased out to tenants that are affiliates of Blackstone, including but not limited to Other Blackstone

Accounts and/or their respective Portfolio Entities, which would give rise to a conflict of interest.

If any matter arises that our Manager determines in its good faith judgment constitutes an actual and material conflict of

interest, our Manager will take such actions as our Manager determines in good faith may be necessary or appropriate to

mitigate the conflict in a fair and reasonable manner in accordance with Blackstone’s prevailing policies and procedures

with respect to conflicts resolution among Other Blackstone Accounts generally.

The personnel of our Manager may trade in securities for their own accounts, subject to restrictions applicable to

Blackstone personnel.

The officers, directors, members, managers and employees of our Manager can be expected to trade in securities and make

personal investments for their own accounts, subject to restrictions and reporting requirements as may be required by law

and Blackstone policies, or otherwise determined from time to time by our Manager. Such personal securities transactions

and investments will, in certain circumstances, result in conflicts of interest, including to the extent they relate to (i) a

company in which we hold or acquire an interest (either directly through a privately negotiated investment or indirectly

through the purchase of securities or other traded instruments related thereto) and (ii) entities that have interests which are

adverse to ours or pursue similar investment opportunities as us.

We expect to have a diverse stockholder group and the interests of our stockholders may conflict with one another and

may conflict with the interests of investors in other vehicles that we co-invest with.

Our stockholders may have conflicting investment, tax and other interests with respect to their investments in us and with

respect to the interests of investors in Other Blackstone Accounts or their affiliates that participate in the same investments

as us. The conflicting interests of individual stockholders with respect to other stockholders and relative to investors in

other investment vehicles and investors relate to, among other things, the nature, structuring, financing, tax profile and

timing of disposition of investments. In addition, certain investors may also be limited partners in Other Blackstone

Accounts, including supplemental capital vehicles and co-investment vehicles that invest alongside us in one or more

investments, which could create conflicts for our Manager in the treatment of different investors.

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Stockholders may also include affiliates of Blackstone, such as Other Blackstone Accounts, affiliates of Portfolio Entities,

charities or foundations associated with Blackstone personnel and current or former Blackstone personnel, Blackstone’s

senior advisors and operating partners, and any such Blackstone affiliates, funds or persons may also invest in us. All of

these Blackstone-related stockholders will have equivalent rights to vote as nonrelated stockholders. Nonetheless,

Blackstone may have the ability to influence, directly or indirectly, these Blackstone-related stockholders.

We may be subject to additional potential conflicts of interests as a consequence of Blackstone’s status as a public

company.

As a consequence of Blackstone’s status as a public company, our officers, directors, members, managers and employees

and those of our Manager may take into account certain considerations and other factors in connection with the

management of the business and affairs of us and our affiliates that would not necessarily be taken into account if

Blackstone were not a public company.

We, Other Blackstone Accounts and their Portfolio Entities may engage in permissible political activities with the intent

of furthering our or their business interests or otherwise.

We, Other Blackstone Accounts and their Portfolio Entities may, in the ordinary course of our or their respective

businesses, make political contributions to elected officials, candidates for elected office or political organizations, hire

lobbyists or engage in other permissible political activities with the intent of furthering our or their business interests or

otherwise. In certain circumstances, there may be initiatives where such activities are coordinated by Blackstone for the

benefit of us, Other Blackstone Accounts and/or their Portfolio Entities. The interests advanced by a Portfolio Entity

through such activities may, in certain circumstances, not align with or be adverse to our interests, the interests of our

stockholders or the interests of Other Blackstone Accounts or their other Portfolio Entities. The costs of such activities may

be allocated among us, Other Blackstone Accounts and their Portfolio Entities (and borne indirectly by our stockholders).

While the costs of such activities will typically be borne by the entity undertaking such activities, such activities may also

directly or indirectly benefit us, Other Blackstone Accounts, their Portfolio Entities or Blackstone. There can be no

assurance that any such activities will be successful in advancing our interests or the interests of Other Blackstone

Accounts or a Portfolio Entity or otherwise benefit such entities.

Risks Related to Our Company

Our investment strategy or guidelines, asset allocation and financing strategy may be changed without stockholder

consent.

Our Manager is authorized to follow broad investment guidelines that have been approved by our board of directors. Those

investment guidelines, as well as our financing strategy or hedging policies with respect to investments, originations,

acquisitions, growth, operations, indebtedness, capitalization and dividends, have been in the past and may in the future be

changed at any time without notice to, or the consent of, our stockholders. This could result in an investment portfolio with

a different risk profile. A change in our investment strategy may increase our exposure to interest rate risk, default risk and

real estate market fluctuations. Furthermore, a change in our asset allocation could result in our making investments in

asset categories different from those described in this report. These changes could adversely affect our results of operations

and financial condition.

We must manage our portfolio so that we do not become an investment company that is subject to regulation under the

Investment Company Act.

We conduct our operations so that we are not required to register as an investment company under the Investment

Company Act. Under Section 3(a)(1)(C) of the Investment Company Act, a company is deemed to be an investment

company if it is engaged, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in

securities and owns or proposes to acquire “investment securities” having a value exceeding 40% of the value of its total

assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. “Investment securities” exclude

(A) U.S. government securities, (B) securities issued by employees’ securities companies and (C) securities issued by

majority-owned subsidiaries which (i) are not investment companies and (ii) are not relying on the exception from the

definition of investment company under Section 3(c)(1) or 3(c)(7) of the Investment Company Act. We conduct our

operations so that we will not fall within the definition of investment company under Section 3(a)(1)(C) of the Investment

Company Act, since less than 40% of our total assets (exclusive of U.S. government securities and cash items) on an

unconsolidated basis will consist of “investment securities.”

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To avoid the need to register as an investment company, the securities issued to us by any wholly owned or majority-

owned subsidiaries that are excluded from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) of

the Investment Company Act, together with any other investment securities we may own, may not have a value in excess of

40% of the value of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

While we monitor our holdings to ensure ongoing compliance with this test, there can be no assurance that we will be able

to avoid the need to register as an investment company. This test limits the types of businesses in which we may engage

through our subsidiaries. In addition, the assets we and our subsidiaries may originate or acquire are limited by the

provisions of the Investment Company Act and the rules and regulations promulgated under the Investment Company Act,

which may adversely affect our business.

We hold our assets primarily through direct or indirect wholly owned or majority-owned subsidiaries, certain of which are

excluded from the definition of investment company pursuant to Section 3(c)(5)(C) of the Investment Company Act, which

provides an exclusion for companies engaged primarily in acquiring mortgages and other liens on or interests in real estate.

In order to qualify for this exclusion, such subsidiaries must maintain, on the basis of positions taken by the SEC’s

Division of Investment Management, or the Division, in interpretive and no-action letters, a minimum of 55% of the value

of their total assets in real property, mortgage loans and certain mezzanine loans and other assets that the Division in

various no-action letters and other guidance has determined are the functional equivalent of liens on or interests in real

estate, which we refer to as Qualifying Interests, and a minimum of 80% in Qualifying Interests and real estate-related

assets. In the absence of SEC or Division guidance that supports the treatment of other investments as Qualifying Interests,

we will treat those other investments appropriately as real estate-related assets or miscellaneous assets depending on the

circumstances. With respect to our subsidiaries that maintain this exclusion or another exclusion or exemption under the

Investment Company Act (other than Section 3(c)(1) or Section 3(c)(7) thereof), our interests in these subsidiaries do not

and will not constitute “investment securities.”

To the extent that the SEC or its staff provides new specific guidance regarding any of the matters bearing upon the

requirements of Section 3(c)(5)(C) of the Investment Company Act, we may be required to adjust our strategy accordingly.

Any additional guidance from the SEC or its staff could further inhibit our ability to pursue the strategies we have chosen.

Because registration as an investment company would significantly affect our ability to engage in certain transactions or be

structured in the manner we currently are, we intend to conduct our business so that we will continue to satisfy the

requirements to avoid regulation as an investment company. As a consequence of our seeking to maintain our exclusion

from regulation under the Investment Company Act on an ongoing basis, we and/or our subsidiaries may be restricted from

making certain investments or may structure investments in a manner that would be less advantageous to us than would be

the case in the absence of such requirements. In particular, a change in the value of any of our assets could negatively affect

our ability to maintain our exclusion from regulation under the Investment Company Act and cause the need for a

restructuring of our investment portfolio. For example, these restrictions may limit our and our subsidiaries’ ability to

invest directly in mortgage-backed securities that represent less than the entire ownership in a pool of senior loans, debt and

equity tranches of securitizations and certain asset-backed securities, non-controlling equity interests in real estate

companies or joint ventures or in assets not related to real estate; however, we and our subsidiaries may invest in such

securities to a certain extent. In addition, seeking to maintain our exclusion from regulation under the Investment Company

Act may cause us and/or our subsidiaries to acquire or hold additional assets that we might not otherwise have acquired or

held or dispose of investments that we and/or our subsidiaries might not have otherwise disposed of, which could result in

higher costs or lower proceeds to us than we would have paid or received if we were not seeking to comply with such

requirements. Thus, maintaining our exclusion from regulation under the Investment Company Act may hinder our ability

to operate solely on the basis of maximizing profits.

There can be no assurance that we and our subsidiaries will be able to successfully maintain our exclusion from regulation

under the Investment Company Act. If it were established that we were an unregistered investment company, there would

be a risk that we would be subject to monetary penalties and injunctive relief in an action brought by the SEC, that we

would be unable to enforce contracts with third parties, that third parties could seek to obtain rescission of transactions

undertaken during the period it was established that we were an unregistered investment company, and that we would be

subject to limitations on corporate leverage that would have an adverse impact on our investment returns. In order to

comply with provisions that allow us to avoid the consequences of regulation under the Investment Company Act, we may

need to forego otherwise attractive opportunities and limit the manner in which we conduct our operations. Therefore,

compliance with such provisions may hinder our ability to operate solely on the basis of maximizing profits. If we were

required to register as an investment company under the Investment Company Act, we would become subject to substantial

regulation with respect to our capital structure (including our ability to use borrowings), management, operations,

transactions with affiliated persons (as defined in the Investment Company Act) and portfolio composition, including

disclosure requirements and restrictions with respect to diversification and industry concentration and other matters.

Compliance with the Investment Company Act would, accordingly, limit our ability to make certain investments and

require us to significantly restructure our operations and investment objectives, which could materially adversely affect our

stock price, performance and ability to pay dividends to our stockholders.

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Rapid changes in the values of our other real estate-related investments may make it more difficult for us to maintain

our qualification as a REIT or exclusion from regulation under the Investment Company Act.

If the market value or income potential of real estate-related investments declines, we may need to increase our real estate

investments and income and/or liquidate our non-qualifying assets in order to maintain our REIT qualification or exclusion

from Investment Company Act regulation. If the decline in real estate asset values and/or income occurs quickly, this may

be especially difficult to accomplish. This difficulty may be exacerbated by the illiquid nature of any non-qualifying assets

that we may own. We may have to make investment decisions that we otherwise would not make absent the REIT

qualification and Investment Company Act considerations.

Changes in laws or regulations governing our operations, including financial regulatory changes in the United States,

may adversely affect our business or cause us to alter our business strategy.

We are subject to regulation at the local, state and federal level. New legislation may be enacted or new interpretations,

ruling or regulations could be adopted, including those governing the types of investments we are permitted to make, any

of which could harm us and our stockholders, potentially with retroactive effect. Anticipating policy changes and reforms

may be particularly difficult during periods of heightened partisanship at the federal, state and local levels, including due to

the divisiveness surrounding populist movements, political disputes and socioeconomic issues. The failure to accurately

anticipate the possible outcome of such changes and/or reforms could have a material adverse effect on our returns.

For example, the financial services industry continues to be the subject of heightened regulatory scrutiny in the United

States. We may be adversely affected as a result of new or revised regulations imposed by the SEC or other U.S.

governmental regulatory authorities or self-regulatory organizations that supervise the financial markets. We also may be

adversely affected by changes in the interpretation or enforcement of existing laws and regulations by these governmental

authorities and self-regulatory organizations. Further, new regulations or interpretations of existing laws may result in

enhanced disclosure obligations, which could negatively affect us and materially increase our regulatory burden. Increased

regulations generally increase our costs, and we could continue to experience higher costs if new laws require us to spend

more time or buy new technology to comply effectively.

Over the last several years, there also has been an increase in regulatory attention to the extension of credit outside of the

traditional banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new

regulation. While it cannot be known at this time whether any regulation will be implemented or what form it will take,

increased regulation of non-bank credit extension could negatively impact our operations, cash flows or financial condition,

impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business.

Any legislative and regulatory changes applicable to or otherwise affecting our business, such as changes affecting

financial services industry, may impose additional compliance and other costs, increase regulatory investigations of the

investment activities of our funds, require the attention of our senior management, affect the manner in which we conduct

our business and adversely affect our profitability. Moreover, any changes relating to permitted investments may cause us

to alter our investment strategy to avail ourselves of new or different opportunities and may result in our investment

strategy shifting from the areas of expertise of our Manager to other types of investments in which our Manager may have

less expertise or little or no experience. Thus, any such changes, if they occur, could have a material adverse effect on our

financial condition and results of operations and the trading price of our class A common stock The full extent of the

impact on us of any new laws, regulations or initiatives that may be proposed is impossible to determine.

State and foreign licensing requirements will cause us to incur expenses and our failure to be properly licensed may

have a material adverse effect on us and our operations.

Non-bank financial companies are generally required to hold licenses in a number of U.S. states and foreign jurisdictions to

conduct lending and certain related activities. These licensing statutes vary from jurisdiction to jurisdiction and prescribe or

impose various recordkeeping requirements; restrictions on loan origination and servicing practices, including limits on

finance charges and the type, amount and manner of charging fees; disclosure requirements; requirements that licensees

submit to periodic examination; surety bond and minimum specified net worth requirements; periodic financial reporting

requirements; notification requirements for changes in principal officers, stock ownership or corporate control; restrictions

on advertising; and requirements that loan forms be submitted for review. Obtaining and maintaining licenses will cause us

to incur expenses and failure to be properly licensed under such laws or otherwise may have a material adverse effect on us

and our operations.

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We depend on our Manager and its affiliates to develop appropriate systems and procedures to control operational risk.

Operational risks arising from mistakes made in the confirmation or settlement of transactions, from transactions not being

properly booked, evaluated or accounted for or other similar disruption in our operations may cause us to suffer financial

losses, the disruption of our business, liability to third parties, regulatory intervention or damage to our reputation. We

depend on our Manager and its affiliates to develop the appropriate systems and procedures to control operational risk. We

rely heavily on our Manager’s financial, accounting and other data processing systems. The ability of our Manager’s

systems to accommodate transactions could also constrain our ability to properly manage our portfolio. Generally, our

Manager will not be liable for losses incurred due to the occurrence of any such errors.

Cybersecurity risks and data security incidents could result in the loss of data, interruptions in our business, damage to

our reputation, and subject us to regulatory actions, increased costs and financial losses, each of which could have a

material adverse effect on our business and results of operations.

Our operations are highly dependent on our information systems and technology, and we rely heavily on our and

Blackstone’s financial, accounting, treasury, communications and other data processing systems. Such systems may fail to

operate properly or become disabled as a result of tampering or a breach of the network security systems or otherwise. In

addition, such systems are from time to time subject to cyberattacks which are continually evolving and may increase in

sophistication and frequency in the future, including as a result of technological developments in machine learning

technology and generative artificial intelligence. Attacks on Blackstone and its affiliates and their portfolio companies’ and

service providers’ systems could involve, and in some past instances have involved, attempts that are intended to obtain

unauthorized access to our proprietary information or personal information of our stockholders, destroy data or disable,

degrade or sabotage our systems, or divert or otherwise steal funds, including through the introduction of “phishing”

attempts and other forms of social engineering, ransomware attacks, cyber extortion, computer viruses and other malicious

code.

The information that we and our third-party service providers may process may be susceptible to outages, computer system

failures, cybersecurity incidents and cyber-attacks, denial of service attacks, ransomware attacks, corruptants, malicious

software, phishing attempts, unauthorized access to or acquisition of information, social engineering attempts (including

business email compromise attacks) and other data breaches or security incidents, and such incidents have been occurring

globally at a more frequent and severe level and will likely continue to increase in frequency in the future (including as a

consequence of the COVID-19 pandemic and the increased frequency of virtual working arrangements). There have been a

number of recent highly publicized cases involving the dissemination, theft and destruction of corporate information or

other assets, as a result of a failure to follow procedures by employees or contractors or as a result of actions by a variety of

third parties, including nation state actors and terrorist or criminal organizations. Additionally, cyberattacks and other

security threats have become increasingly complex as a result of the emergence of new technologies, such as artificial

intelligence, which are able to identify and target new vulnerabilities in information technology systems. Blackstone, we

and our service providers and other market participants increasingly depend on complex information technology and

communications systems to conduct business functions, and their operations rely on the secure access to, and processing,

storage and transmission of confidential and other information in their systems and those of their respective third-party

service providers. These information, technology and communications systems are subject to a number of different threats

or risks that could adversely affect Blackstone or us. For example, the information and technology systems as well as those

of Blackstone, its portfolio companies and other related parties, such as service providers, may be vulnerable to damage or

interruption from cybersecurity breaches, computer viruses or other malicious code, network failures, computer and

telecommunication failures, infiltration by unauthorized persons and other security breaches, usage errors by their

respective professionals or service providers, power, communications or other service outages and catastrophic events such

as fires, tornadoes, floods, hurricanes and earthquakes. Cyberattacks, ransomware and other security threats could originate

from a wide variety of external sources, including cyber criminals, nation state hackers, hacktivists and other outside

parties. Cyberattacks and other security threats could also originate from the malicious or accidental acts of insiders. The

result of a cyberattack may include disrupted operations, misstated or unreliable financial data, fraudulent transfers or

requests for transfers of money, liability for stolen assets and information (including personal information), increased

cybersecurity protection and insurance costs, litigation or damage to our business relationships and reputation, in each case

causing our business and results of operations to suffer.

There has been an increase in the frequency and sophistication of the cyber and data security threats Blackstone faces, with

attacks ranging from those common to businesses generally to those that are more advanced and persistent by more

sophisticated attackers who may target Blackstone because Blackstone holds a significant amount of confidential and

sensitive information about its and our investors, its and our portfolio companies and potential investments. In addition,

risk from cyber and data security threats is exacerbated with the advancement of artificial intelligence, which malicious

third parties are using to create new, sophisticated and more frequent attacks on Blackstone. As a result, we and Blackstone

may face a heightened risk of a security breach or disruption with respect to this information. If successful, these types of

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attacks on our or Blackstone’s network or other systems could have a material adverse effect on our business and results of

operations, due to, among other things, the loss of investor or proprietary data, interruptions or delays in the operation of

our business and damage to our reputation. There can be no assurance that measures Blackstone or we take to ensure the

integrity of its systems will provide protection, especially because cyberattack techniques change frequently may persist

undetected over extended periods of time and may not be mitigated in a timely manner to prevent or minimize the impact

of an attack on Blackstone or its affiliates.

If unauthorized parties gain access to such information and technology systems, they may be able to steal, publish, delete or

modify private and sensitive information, including nonpublic personal information related to stockholders (and their

beneficial owners) and material nonpublic information. Although Blackstone has implemented, and its portfolio companies

and service providers may implement, various measures to manage risks relating to these types of events, such systems

could prove to be inadequate and, if compromised, could become inoperable for extended periods of time, cease to function

properly or fail to adequately secure private information. There also have been several publicized cases of ransomware

where hackers have requested ransom payments in exchange for not disclosing client or customer information or restoring

access to information technology or communications systems. Blackstone does not control the cybersecurity and systems

put in place by third-party service providers, and such third-party service providers may have limited indemnification

obligations to Blackstone, its portfolio companies and us, each of which could be negatively impacted as a result. We

cannot guarantee that third parties and infrastructure in our networks or our partners’ networks have not been compromised

or that they do not contain exploitable defects or bugs that could result in a breach or disruption to our information

technology systems or the third-party information technology systems that support our business. Breaches such as those

involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may not be

identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing

them from being addressed appropriately. The failure of these systems or of disaster recovery plans for any reason could

cause significant interruptions in Blackstone’s, its affiliates’, their portfolio companies’ or our operations and result in a

failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to

stockholders, material nonpublic information and the intellectual property and trade secrets and other sensitive information

in the possession of Blackstone and portfolio companies. We, Blackstone or a portfolio company could be required to make

a significant investment to remedy the effects of any such failures, harm to their reputations, legal claims that they and their

respective affiliates may be subjected to, regulatory action or enforcement arising out of applicable privacy and other laws,

adverse publicity and other events that may affect their business and financial performance.

Even if we or Blackstone are not targeted directly, cyberattacks on the U.S. and foreign governments, financial markets,

financial institutions, or other businesses, including borrowers, vendors, software creators, cybersecurity service providers,

and other third parties with whom we do business, may occur, and such events could disrupt our normal business

operations and networks in the future.

In addition, Blackstone operates in businesses that are highly dependent on information systems and technology. Although

Blackstone maintains cybersecurity insurance, the costs related to cyber or other security threats or disruptions may not be

fully insured or indemnified by other means. In addition, we are reliant on third-party service providers for certain aspects

of our business, including for administrative services, as well as for certain information systems and technology, including

cloud-based services. These third-party service providers could also face ongoing cybersecurity threats and compromises of

their systems. These cybersecurity threats and compromises could occur as a result of threat actors impersonating

Blackstone or its employees, including through the use of artificial intelligence that could make such impersonation more

likely to occur, or appear more credible. Asa result, unauthorized individuals could gain access to certain confidential data

or personal information through third-party service providers. In addition, we could also suffer losses in connection with

updates to, or the failure to timely update, our information systems and technology.

Cybersecurity has become a top priority for regulators in the U.S. and around the world and rapidly developing and

changing privacy, data protection and cybersecurity laws and regulations could further increase compliance costs and

subject us to enforcement risks and reputational damage. The SEC has adopted amendments to its rules that relate to

cybersecurity risk management, strategy, governance, and incident reporting for entities that are subject to Exchange Act

reporting requirements (such as Blackstone Mortgage Trust), and many jurisdictions in which we and Blackstone operate

or may operate have, or are considering adopting, laws and regulations relating to data privacy, cybersecurity and

protection of personal information, including, as examples, the General Data Protection Regulation, the U.K. Data

Protection Act, the Gramm-Leach-Bliley Act (and applicable regulations thereunder) and the California Consumer Privacy

Act, as amended by the California Privacy Rights Act, at the U.S. federal and state level, respectively, which could impose

significant costs, potential liabilities and operational and legal obligations. In light of these proposed and final rules and the

recent focus of federal regulators on cybersecurity, we expect increasing SEC enforcement activity related to cybersecurity

matters, including by the SEC’s Office of Compliance Inspections and Examinations in its examination programs, where

cybersecurity has been prioritized with an emphasis on, among other things, data loss prevention, information security

governance and policies and procedures related to retail trading information security. Some jurisdictions have also enacted

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or proposed laws requiring companies to notify individuals and/or government agencies of data security breaches involving

certain types of personal data or involving certain thresholds of potential harm to impacted individuals. Although

Blackstone maintains cybersecurity controls designed to prevent cybersecurity incidents from occurring, no security is

impenetrable to cyberattacks. It is possible that current and future cyber enforcement activity will target practices that we

believe are compliant, but the SEC deems otherwise.

While we have taken various measures and made significant efforts and investment to ensure that our policies, processes

and systems are both robust and compliant with these obligations, our potential liability remains a concern, particularly

given the continued and rapid development of privacy laws and regulations around the world, the lack of harmonization of

such laws and regulations, and increased criminal and civil enforcement actions and private litigation. There can be no

assurance that our data protection efforts and our investment in information technology will prevent significant

breakdowns, data leakages, breaches in our systems, or those of our third-party vendors and other contractors and

consultants, or other cybersecurity incidents that could have a material adverse effect upon our reputation, business,

operations, or financial condition. The techniques used by cyber criminals change frequently, may not be recognized until

launched, and can originate from a wide variety of sources. Any inability, or perceived inability, by us to adequately

address privacy concerns, or comply with applicable laws, regulations, policies, industry standards and guidance,

contractual obligations, or other legal obligations, even if unfounded, could result in significant regulatory and third-party

liability, increased costs, disruption of our business and operations, and a loss of borrower, lender, tenant and investor

confidence and other reputational damage. Furthermore, as new privacy-related laws and regulations are implemented, the

time and resources needed for us to comply with such laws and regulations continues to increase and become a significant

compliance workstream.

Breaches in our cybersecurity or in the cybersecurity of third-party service providers, whether malicious in nature or

through inadvertent transmittal or other loss of data, could potentially jeopardize us and Blackstone, Blackstone’s

employees’ or our investors’ or counterparties’ confidential, proprietary and other information processed and stored in, and

transmitted through our or Blackstone’s computer systems and networks or that of our third-party service providers, or

otherwise cause interruptions or malfunctions in our or Blackstone’s, its employees’, our investors’, our counterparties’ or

third parties’ business and operations, which could result in significant financial losses, increased costs, disruption in our

business, liability to our investors and other counterparties, regulatory intervention and reputational damage. Non-

compliance with any applicable privacy laws represents a serious risk to our business as it may result in regulatory

investigations and penalties, which could lead to negative publicity and reputational harm and may cause our investors or

Blackstone fund investors and clients to lose confidence in the effectiveness of our or Blackstone’s security measures.

Blackstone’s technology, data and intellectual property and the technology, data and intellectual property of its portfolio

companies are also subject to a heightened risk of theft or compromise to the extent Blackstone and its portfolio companies

engage in operations outside the U.S., in particular in those jurisdictions that do not have comparable levels of protection of

proprietary information and assets such as intellectual property, trademarks, trade secrets, know-how and customer

information and records. In addition, Blackstone and its portfolio companies may be required to compromise protections or

forego rights to technology, data and intellectual property in order to operate in or access markets in a foreign jurisdiction.

Any such direct or indirect compromise of these assets could have a material adverse impact on such businesses.

We depend on our headquarters in New York City, where most of Blackstone’s personnel involved in our business are

located, for the continued operation of our business. A disaster or a disruption in the infrastructure that supports our

business, including a disruption involving electronic communications or other services used by us or third parties with

whom we conduct business, or directly affecting our headquarters, could have a material adverse impact on our ability to

continue to operate our business without interruption. Blackstone’s disaster recovery programs may not be sufficient to

mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only

partially reimburse us for our losses, if at all.

We may experience risks related to technological or other innovations, such as developments in artificial intelligence,

that may disrupt the markets and sectors in which we operate and subject us to increased competition or negatively

impact the tenants and value of our properties.

In this period of rapid technological and commercial innovation, new businesses and approaches may be created that could

affect us, our borrowers, tenants of properties related to our investments or alter the market practices that help frame our

strategy. Technological developments in artificial intelligence, including machine learning technology and generative

artificial intelligence, or AI Technologies, and their current and potential future applications, as well as the legal and

regulatory frameworks within which they operate, are rapidly changing. The full extent of current or future risks related

thereto is not possible to predict and we may not be able to anticipate, prevent, mitigate or remediate all of the potential

risks, challenges or impacts of such changes. Moreover, given the pace of innovation in recent years, the impact on a

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particular investment may not have been foreseeable at the time we made the investment. Furthermore, we could base

investment decisions on views about the direction or degree of innovation that prove inaccurate and lead to losses.

Any of these new businesses, approaches and technological innovations could result in harm to us, Blackstone or our

Manager, significantly disrupt the market in which they operate and subject them to increased competition, which could

materially and adversely affect their business, financial condition and results of operations, and have an adverse impact on

us. Advancements in computing and AI Technologies, including efficiency improvements, without related increases in the

adoption and development of such technologies, could also negatively impact demand for, and the valuation of, data

centers.

We, Blackstone and our Manager intend to avail ourselves/themselves of the benefits, insights and efficiencies that are

available through the use of AI Technologies. However, the use of AI Technologies presents a number of risks that cannot

be fully mitigated. For example, AI Technologies are highly reliant on the collection and analysis of large amounts of data

and complex algorithms, but it is not possible or practicable to incorporate all relevant data into models that AI

Technologies utilize to operate. Moreover, with the use of AI Technologies, there often is a lack of transparency regarding

how inputs are converted to outputs, and neither we, Blackstone or our Manager can fully validate this process and its

accuracy. The accuracy of such inputs and the resulting impact on the results of AI Technologies cannot be verified and

could result in a diminished quality of work product that includes or is derived from inaccurate or erroneous information.

Further, inherent bias in the construction of AI Technologies can lead to a wide array of risks including but not limited to

accuracy, efficacy and reputational harm. Therefore, it is expected that data in such models will contain a degree of

inaccuracy, bias and error, and potentially materially so, and that such data as well as algorithms in use could otherwise be

inadequate or flawed, which would be likely to degrade the effectiveness of AI Technologies and could adversely impact

us, Blackstone or our Manager to the extent we/they rely on the work product of such AI Technologies. The volume and

reliance on data and algorithms also make AI Technologies, and in turn us, Blackstone and our Manager, more susceptible

to cybersecurity threats, including the compromise of underlying models, training data, or other intellectual property. We,

Blackstone and our Manager could be exposed to risks to the extent third-party service providers, or any counterparties use

AI Technologies in their business activities. At the same time, to the extent utilized by Blackstone or our Manager, any

interruption of access to or use of AI Technologies could impede the ability of us, Blackstone or our Manager to generate

information and analysis that could be beneficial to us/them and our/their business, financial condition and results of

operations. AI Technologies will likely also be competitive with certain business activities or increase the obsolescence of

certain organizations’ products or services, particularly as AI Technologies improve, which may have an adverse impact on

us, Blackstone or our Manager.

AI Technologies can also be misused or misappropriated by third parties and/or employees of Blackstone or our Manager.

For example, there is a risk that a user may input confidential information, including material non-public information, or

personal information, into AI Technologies applications, resulting in such information becoming part of a dataset that is

accessible by other third-party AI Technologies applications and users including competitors of us, Blackstone or our

Manager. Moreover, we, Blackstone and our Manager may not necessarily be in a position to control or have insight into

the manner in which third-party AI Technologies are developed or maintained or the manner in which third parties use AI

Technologies to provide services, even where they have sought contractual protections. The use of AI Technologies,

including potential inadvertent disclosure of confidential information or personal information, could also lead to legal and

regulatory investigations and enforcement actions. Relatedly, we, Blackstone and our Manager could be exposed to risks to

the extent third-party service providers or any counterparties use AI Technologies in their business activities.

Blackstone expects to be involved in the collection of such data and/or development of proprietary AI Technologies in the

ordinary course. To this end, we will pay and bear all expenses and fees associated with developing and maintaining such

technology, including the costs of any professional service providers, subscriptions and related software and hardware,

server infrastructure and hosting, internal Blackstone expenses, fees, charges and/or related costs incurred, charged or

specifically attributed or allocated (based on methodologies determined by Blackstone) to us, Blackstone or our Manager

or their affiliates in connection with such AI Technologies, and none of the fees, costs or expenses described above will

reduce or offset the management fees.

Regulations related to AI Technologies could also impose certain obligations and costs related to monitoring and

compliance. Regulators are increasing scrutiny of, and enacting or considering enacting regulations regarding, the use of AI

Technologies, including the use of “big data,” diligence of data sets and oversight of data vendors. The use of AI

Technologies by us and our vendors may require compliance with legal and regulatory frameworks that are not fully

developed or tested, and we may face litigation and regulatory actions related to our use of, or our engagement of vendors

that use, AI Technologies. For example, in April 2023, the Federal Trade Commission, U.S. Department of Justice,

Consumer Financial Protection Bureau, and U.S. Equal Employment Opportunity Commission released a joint statement

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on AI demonstrating interest in monitoring the development and use of automated systems and enforcement of their

respective laws and regulations. In October 2023, an executive order established new standards for AI safety and security.

In addition to the U.S. regulatory framework, in 2024, the EU adopted the Artificial Intelligence Act in 2024, which applies

to certain AI Technologies and the data used to train, test and deploy them, which may create additional compliance

burdens, higher administrative costs and significant penalties should we, Blackstone and our Manager fail to comply. Any

actual or perceived failure of us, Blackstone or our Manager to comply with evolving regulatory frameworks around the

development and use of AI Technologies could adversely affect our business, results of operations and financial condition.

AI Technologies and their current and potential future applications including in the private investment and financial

sectors, as well as the legal and regulatory frameworks within which they operate, continue to rapidly evolve, and it is not

possible to predict the full extent of current or future risks related thereto.

Accounting rules for certain of our transactions are highly complex and involve significant judgment and assumptions.

Changes in accounting interpretations or assumptions could impact our ability to timely prepare consolidated financial

statements.

Accounting rules for transfers of financial assets, securitization transactions, consolidation of variable interest entities,

CECL reserves and other aspects of our operations are highly complex and involve significant judgment and assumptions.

These complexities could lead to a delay in preparation of financial information and the delivery of this information to our

stockholders. Changes in accounting interpretations or assumptions could impact our consolidated financial statements and

our ability to timely prepare our consolidated financial statements. Our inability to timely prepare our consolidated

financial statements in the future would likely have a significant adverse effect on our stock price.

Risks Related to our REIT Status and Certain Other Tax Items

If we do not maintain our qualification as a REIT, we will be subject to tax as a regular corporation and could face a

substantial tax liability. Our taxable REIT subsidiaries are subject to income tax.

We expect to continue to operate so as to qualify as a REIT under the Internal Revenue Code. However, qualification as a

REIT involves the application of highly technical and complex Internal Revenue Code provisions for which only a limited

number of judicial or administrative interpretations exist. Notwithstanding the availability of cure provisions in the Internal

Revenue Code, we could fail to meet various compliance requirements, which could jeopardize our REIT status.

Furthermore, new tax legislation, administrative guidance or court decisions, in each instance potentially with retroactive

effect, could make it more difficult or impossible for us to continue to qualify as a REIT. If we fail to qualify as a REIT in

any tax year, then:

•we would be taxed as a regular domestic corporation, which under current laws, among other things, means being

unable to deduct dividends to stockholders in computing taxable income and being subject to U.S. federal income

tax on our taxable income at regular corporate income tax rates;

•any resulting tax liability could be substantial and could have a material adverse effect on our book value;

•unless we were entitled to relief under applicable statutory provisions, we would be required to pay taxes, and

therefore our cash available for distribution to stockholders would be reduced for each of the years during which

we did not qualify as a REIT and for which we had taxable income; and

•we generally would not be eligible to requalify as a REIT for the subsequent four full taxable years.

In certain circumstances we may incur tax liabilities that would reduce our cash available for distribution to our

stockholders.

Even if we qualify and maintain our status as a REIT, we may become subject to U.S. federal income taxes and related

state, local and foreign taxes. For example, net income from the sale of properties that are “dealer” properties sold by a

REIT (a “prohibited transaction” under the Internal Revenue Code) will be subject to a 100% tax. We may not pay

sufficient dividends to avoid excise taxes applicable to REITs. Similarly, if we were to fail an income test (and did not lose

our REIT status because such failure was due to reasonable cause and not willful neglect) we would be subject to tax on the

income that does not meet the income test requirements. We also may decide to retain net capital gain we earn from the

sale or other disposition of our investments and pay income tax directly on such income. In that event, our stockholders

would be treated as if they earned that income and paid the tax on it directly. However, stockholders that are tax-exempt,

such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability unless

they file U.S. federal income tax returns and thereon seek a refund of such tax. We also may be subject to state, local and

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foreign taxes on our income or property, including franchise, payroll, mortgage recording and transfer taxes, either directly

or at the level of the other companies through which we indirectly own our assets, such as our TRSs, which are subject to

full U.S. federal, state, local and foreign corporate-level income taxes. Any taxes we pay directly or indirectly will reduce

our cash available for distribution to our stockholders.

Complying with REIT requirements may cause us to forego otherwise attractive opportunities and limit our expansion

opportunities.

In order to qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among

other things, our sources of income, the nature of our investments and related assets, the amounts we distribute to our

stockholders and the ownership of our stock. We may also be required to pay dividends to stockholders at disadvantageous

times or when we do not have funds readily available for distribution. Therefore, compliance with REIT requirements may

hinder our ability to operate in order to maximize profits.

Complying with REIT requirements may force us to liquidate or restructure otherwise attractive investments.

In order to qualify as a REIT, we must ensure that at the end of each calendar quarter, at least 75% of the value of our

assets consists of cash, cash items, government securities and qualified real estate assets. The remainder of our investments

in securities cannot include more than 10% of the outstanding voting securities of any one issuer or 10% of the total value

of the outstanding securities (other than securities that qualify for the straight debt safe harbor) of any one issuer unless we

and such issuer jointly elect for such issuer to be treated as a “taxable REIT subsidiary”, or TRS, under the Internal

Revenue Code. Debt will generally meet the “straight debt” safe harbor if the debt is a written unconditional promise to pay

on demand or on a specified date a certain sum of money, the debt is not convertible, directly or indirectly, into stock, and

the interest rate and the interest payment dates of the debt are not contingent on the profits, the borrower’s discretion or

similar factors. The total value of all of our investments in TRSs cannot exceed 25% (or 20% for taxable years beginning

after December 31, 2017 and on or before December 31, 2025) of the value of our total assets. In addition, in general, no

more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the

securities of any one issuer other than a TRS. If we fail to comply with these requirements at the end of any calendar

quarter, we must correct the failure within 30 days after the end of such calendar quarter or qualify for certain statutory

relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be

required to liquidate assets from our portfolio or not make otherwise attractive investments in order to maintain our

qualification as a REIT. These actions could have the effect of reducing our income and amounts available for distribution

to our stockholders.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

The REIT provisions of the Internal Revenue Code substantially limit our ability to hedge our liabilities. Any income from

a properly and timely identified hedging transaction we enter into to manage risk of interest rate changes with respect to

borrowings made or to be made to acquire or carry real estate assets does not constitute “gross income” for purposes of the

75% or 95% gross income tests that we must satisfy in order to maintain our qualification as a REIT. To the extent that we

enter into other types of hedging transactions, the income from those transactions is likely to be treated as non-qualifying

income for purposes of both of these gross income tests. As a result of these rules, we intend to limit our use of

advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging

activities because our TRS would be subject to tax on gains or expose us to greater risks associated with changes in interest

rates than we would otherwise want to bear. In addition, losses in our TRS will generally not provide any tax benefit,

except for being carried forward against future taxable income in the TRS.

Complying with REIT requirements may force us to borrow to pay dividends to stockholders.

From time to time, our taxable income may be greater than our cash flow available for distribution to stockholders. If we

do not have other funds available in these situations, we may be unable to distribute substantially all of our taxable income

as required by the REIT provisions of the Internal Revenue Code. Therefore, we could be required to borrow funds, sell a

portion of our assets at disadvantageous prices or find another alternative. These options could increase our costs or reduce

the value of our equity.

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Our charter does not permit any individual (including certain entities treated as individuals for this purpose) to own

more than 9.9% of our class A common stock or of our capital stock, and attempts to acquire our class A common stock

or any of our capital stock in excess of this 9.9% limit would not be effective without a prior exemption from those

prohibitions by our board of directors.

For us to qualify as a REIT under the Internal Revenue Code, not more than 50% of the value of our outstanding stock may

be owned, directly or indirectly, by five or fewer individuals (including certain entities treated as individuals for this

purpose) during the last half of a taxable year. For the purpose of preserving our qualification as a REIT for U.S. federal

income tax purposes, among other purposes, our charter prohibits beneficial or constructive ownership by any individual

(including certain entities treated as individuals for this purpose) of more than a certain percentage, currently 9.9%, by

value or number of shares, whichever is more restrictive, of the outstanding shares of our class A common stock or our

capital stock, which we refer to as the “Ownership Limit.” The constructive ownership rules under the Internal Revenue

Code and our charter are complex and may cause shares of the outstanding class A common stock owned by a group of

related individuals or entities to be deemed to be constructively owned by one individual. As a result, the acquisition of less

than 9.9% of our outstanding class A common stock or our capital stock by an individual or entity could cause an

individual to constructively own in excess of 9.9% of our outstanding class A common stock or our capital stock,

respectively, and thus violate the Ownership Limit. There can be no assurance that our board of directors, as permitted in

the charter, will increase, or will not decrease, this Ownership Limit in the future. Any attempt to own or transfer shares of

our class A common stock in excess of the Ownership Limit without the consent of our board of directors will result in

either the shares being transferred by operation of our charter to a charitable trust, and the person who attempted to acquire

such excess shares not having any rights in such excess shares, or in the transfer being void.

The Ownership Limit may have the effect of precluding a change in control of us by a third party, even if such change in

control would be in the best interests of our stockholders or would result in receipt of a premium to the price of our class A

common stock (and even if such change in control would not reasonably jeopardize our REIT status).

We may choose to make distributions in our own stock, in which case stockholders may be required to pay income taxes

without receiving any cash distributions.

In connection with our qualification as a REIT, we are required to annually distribute to our stockholders at least 90% of

our REIT taxable income (which does not equal net income, as calculated in accordance with GAAP), determined without

regard to the deduction for dividends paid and excluding net capital gain. In order to satisfy this requirement, we may make

distributions that are payable in cash and/or shares of our class A common stock at the election of each stockholder. As we

are a publicly offered REIT, if at least 20% of the total distribution is available to be paid in cash and certain other

requirements are satisfied, the IRS will treat the stock distribution as a dividend (to the extent applicable rules treat such

distribution as being made out of our current or accumulated earnings and profits, as determined for U.S. federal income

tax purposes). This threshold has been temporarily reduced in the past, and may be reduced in the future, by IRS guidance.

Taxable stockholders receiving such dividends will be required to include the full amount of such dividends as ordinary

dividend income. As a result, U.S. stockholders may be required to pay income taxes with respect to such cash/stock

distributions in excess of the cash portion of the distribution received. Accordingly, U.S. stockholders receiving a

distribution of our shares may be required to sell shares received in such distribution or may be required to sell other stock

or assets owned by them, at a time that may be disadvantageous, in order to satisfy any tax imposed on such distribution. If

a U.S. stockholder sells the shares that it receives as part of the distribution in order to pay this tax, the sales proceeds may

be less than the amount it must include in income with respect to the cash/stock distribution, depending on the market price

of our stock at the time of the sale. Furthermore, with respect to certain non-U.S. stockholders, we may be required to

withhold U.S. tax with respect to such distribution, including in respect of all or a portion of such distribution that is

payable in stock, by withholding or disposing of part of the shares included in such distribution and using the proceeds of

such disposition to satisfy the withholding tax imposed. In addition, if a significant number of our stockholders determine

to sell shares of our class A common stock in order to pay taxes owed on dividend income, such sale may put downward

pressure on the market price of our class A common stock.

Although the IRS has addressed some of the tax aspects of such a taxable cash/stock dividends in a 2017 Revenue

Procedure and further addressed such cash/stock dividends in a 2021 Revenue Procedure, no assurance can be given that

the IRS will not impose requirements in the future with respect to taxable cash/stock dividends, including on a retroactive

basis, or assert that the requirements for such taxable cash/stock dividends have not been met.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

Currently, the maximum tax rate applicable to qualified dividend income payable to certain non-corporate U.S.

stockholders is 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rate. Although this

does not adversely affect the taxation of REITs or dividends payable by REITs, the more favorable rates applicable to

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regular corporate qualified dividends could cause certain non-corporate investors to perceive investments in REITs to be

relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely

affect the value of the shares of REITs, including our class A common stock.

REIT dividends (other than capital gain dividends and qualified dividends) received by non-corporate taxpayers may be

eligible for a 20% deduction, which if allowed in full equates to a maximum effective U.S. federal income tax rate on

ordinary REIT dividends of 29.6%. Prospective investors should consult their own tax advisors regarding the effect of this

rule on their effective tax rate with respect to REIT dividends.

We are largely dependent on external sources of capital to finance our growth.

As with other REITs, but unlike corporations generally, our ability to finance our growth must largely be funded by

external sources of capital because we generally will have to distribute to our stockholders 90% of our REIT taxable

income in order to qualify as a REIT, including taxable income where we do not receive corresponding cash. Our access to

external capital will depend upon a number of factors, including general market conditions, the market’s perception of our

growth potential, our current and potential future earnings, cash dividends and the market price of our class A common

stock.

Our investments in certain debt instruments may cause us to recognize “phantom income” for U.S. federal income tax

purposes even though no cash payments have been received on the debt instruments, and certain modifications of such

debt by us could cause the modified debt to not qualify as a good REIT asset, thereby jeopardizing our REIT

qualification.

Our taxable income may substantially exceed our net income as determined under GAAP, and differences in timing

between the recognition of taxable income and the actual receipt of cash may occur. For example, we may acquire assets,

including debt securities, requiring us to accrue original issue discount, or OID, or recognize market discount income, that

generate taxable income in excess of economic income or in advance of the corresponding cash flow from the assets,

referred to as “phantom income.” Moreover, we are generally required to include certain amounts in taxable income no

later than the time such amounts are reflected on certain financial statements. The application of this rule may require the

accrual of taxable income with respect to our debt instruments, such as OID, earlier than would be the case under the

general tax rules, causing our “phantom income” to increase. In addition, if a borrower with respect to a particular debt

instrument encounters financial difficulty rendering it unable to pay stated interest as due, we may nonetheless be required

to continue to recognize the unpaid interest as taxable income with the effect that we will recognize income but will not

have a corresponding amount of cash available for distribution to our stockholders.

As a result of the foregoing, we may generate less cash flow than taxable income in a particular year and find it difficult or

impossible to meet the REIT distribution requirements in certain circumstances. In such circumstances, we may be required

to (a) sell assets in adverse market conditions, (b) borrow on unfavorable terms, (c) distribute amounts that would

otherwise be used for future acquisitions or used to repay debt, or (d) make a taxable distribution of our shares of class A

common stock as part of a distribution in which stockholders may elect to receive shares of class A common stock or

(subject to a limit measured as a percentage of the total distribution) cash, in order to comply with the REIT distribution

requirements.

Moreover, we may acquire distressed loans or other distressed debt investments that require subsequent modification by

agreement with the borrower. If the amendments to the outstanding debt are “significant modifications” under the

applicable Treasury Regulations, the modified debt may be considered to have been reissued to us in a debt-for-debt

taxable exchange with the borrower. In certain circumstances, this deemed reissuance may prevent a portion of the

modified debt from qualifying as a good REIT asset if the underlying security has declined in value and would cause us to

recognize income to the extent the principal amount of the modified debt exceeds our adjusted tax basis in the unmodified

debt.

The “taxable mortgage pool” rules may increase the taxes that we or our stockholders may incur, and may limit the

manner in which we effect future securitizations.

Securitizations could result in the creation of taxable mortgage pools for U.S. federal income tax purposes. As a REIT, so

long as we own 100% of the equity interests in a taxable mortgage pool, we generally would not be adversely affected by

the characterization of the securitization as a taxable mortgage pool. However, we would be precluded from selling equity

interests in these securitizations to outside investors, or selling any debt securities issued in connection with these

securitizations that might be considered to be equity interests for tax purposes. Certain categories of stockholders such as

foreign stockholders eligible for treaty or other benefits, stockholders with net operating losses, and certain tax-exempt

stockholders that are subject to unrelated business income tax, could be subject to increased taxes on a portion of their

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dividend income from us that is attributable to “excess inclusion income.” In addition, to the extent that our stock is owned

by tax-exempt “disqualified organizations,” such as certain government-related entities and charitable remainder trusts that

are not subject to tax on unrelated business income, we may incur a corporate level tax on a portion of our income from the

taxable mortgage pool. In that case, we may reduce the amount of our dividends to pay the tax on any “excess inclusion

income” ourselves. These limitations may prevent us from using certain techniques to maximize our returns from

securitization transactions.

In order to control better, and to attempt to avoid, any distribution of “excess inclusion income” to our stockholders, a

subsidiary REIT of ours currently owns 100% of the equity interests in each taxable mortgage pool created by our

securitizations. While we believe that we have structured our securitizations such that the above taxes would not apply to

our stockholders with respect to taxable mortgage pools held by our subsidiary REIT, our subsidiary REIT is in part owned

by a TRS of ours, which will pay corporate level tax on any income that it may be allocated from the subsidiary REIT. In

addition, our subsidiary REIT is required to satisfy, on a stand-alone basis, the REIT asset, income, organizational,

distribution, stockholder ownership and other requirements described above, and if it were to fail to qualify as a REIT, then

(i) our subsidiary REIT would face adverse tax consequences similar to those described above with respect to our

qualification as a REIT and (ii) such failure could have an adverse effect on our ability to comply with the REIT income

and asset tests and thus could impair our ability to qualify as a REIT unless we could avail ourselves of certain relief

provisions.

The failure of a mezzanine loan to qualify as a real estate asset could adversely affect our ability to qualify as a REIT.

We may originate or acquire mezzanine loans, for which the IRS has provided a safe harbor but not rules of substantive

law. Pursuant to the safe harbor, if a mezzanine loan meets certain requirements, it will be treated by the IRS as a real

estate asset for purposes of the REIT asset tests, and interest derived from the mezzanine loan will be treated as qualifying

mortgage interest for purposes of the REIT 75% and 95% gross income tests. We may originate or acquire mezzanine loans

that do not meet all of the requirements of this safe harbor. In the event we own a mezzanine loan that does not meet the

safe harbor, the IRS could challenge such loan’s treatment as a real estate asset for purposes of the REIT asset and income

tests and, if such a challenge were sustained, we could fail to qualify as a REIT.

The failure of assets subject to repurchase agreements to qualify as real estate assets could adversely affect our ability to

qualify as a REIT.

We have entered into financing arrangements that are structured as sale and repurchase agreements pursuant to which we

nominally sell certain of our assets to a counterparty and simultaneously enter into an agreement to repurchase these assets

at a later date in exchange for a purchase price. Economically, these agreements are financings which are secured by the

assets sold pursuant thereto. We believe that we would be treated for REIT asset and income test purposes as the owner of

the assets that are the subject of any such sale and repurchase agreement notwithstanding that such agreements may transfer

record ownership of the assets to the counterparty during the term of the agreement. It is possible, however, that the IRS

could assert that we did not own the assets during the term of the sale and repurchase agreement, in which case we could

fail to qualify as a REIT.

Liquidation of assets may jeopardize our REIT qualification or create additional tax liability for us.

To continue to qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. If we

are compelled to liquidate our investments to repay obligations to our lenders, we may be unable to comply with these

requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any resultant gain

if we sell assets that are treated as “dealer” property.

Our ownership of and relationship with any TRS will be restricted, and a failure to comply with the restrictions would

jeopardize our REIT status and may result in the application of a 100% excise tax.

A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be qualifying

income if earned directly by the parent REIT. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as

a TRS. A corporation of which a TRS directly or indirectly owns more than 35% of the voting power or value of the stock

will automatically be treated as a TRS. Overall, no more than 25% (or 20% for taxable years beginning after December 31,

2017 and on or before December 31, 2025) of the value of a REIT’s assets may consist of stock or securities of one or more

TRSs. The value of our interests in and, therefore, the amount of assets held in a TRS may also be restricted by our need to

qualify for an exclusion from regulation as an investment company under the Investment Company Act. A TRS will pay

U.S. federal, state and local income tax at regular corporate rates on any income that it earns. In addition, the TRS rules

limit the deductibility of interest paid or accrued by a TRS to its parent REIT to ensure that the TRS is subject to an

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appropriate level of corporate taxation. Further, current law imposes a disallowance of deductions for business interest

expense (even if paid to third parties) in excess of the sum of a taxpayer’s business interest income and 30% of the adjusted

taxable income of the business, which is its taxable income computed without regard to business interest income or

expense, net operating losses or the pass-through income deduction. The TRS rules also impose a 100% excise tax on

certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.

Any domestic TRS we own will pay U.S. federal, state and local income tax on its taxable income, and its after-tax net

income will be available for distribution to us. Although we plan to monitor our investments in TRSs, there can be no

assurance that we will be able to comply with the limitations discussed above or to avoid application of the 100% excise

tax discussed above.

We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our

operating flexibility and reduce the price of our class A common stock.

In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of U.S. federal

income tax laws applicable to investments similar to an investment in shares of our class A common stock. Additional

changes to the tax laws are likely to continue to occur, and we cannot make assurances that any such changes will not

adversely affect the taxation of a stockholder. Any such changes could have an adverse effect on an investment in our

shares or on the market value or the resale potential of our assets. Stockholders are urged to consult with their tax advisors

with respect to the impact of recent legislation on investments in our shares and the status of legislative, regulatory or

administrative developments and proposals and their potential effect on an investment in our shares. Although REITs

generally receive certain tax advantages compared to entities taxed as regular corporations, it is possible that future

legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company

that invests in real estate to elect to be treated for U.S. federal income tax purposes as a corporation. As a result, our charter

provides our board of directors with the power, under certain circumstances, to revoke or otherwise terminate our REIT

election and cause us to be taxed as a regular corporation, without the vote of our stockholders. Our board of directors has

duties to us and could only cause such changes in our tax treatment if it determines that such changes are in the best interest

of our company.

Both the current administration and certain members of the U.S. Congress have stated that one of their top legislative

priorities is significant reform of the Internal Revenue Code and other federal tax laws. Among other things, the current

administration and the U.S. Congress may pursue tax policies seeking to alter the income tax rates and brackets applicable

to individuals and corporations, exempt certain types of income from taxation, eliminate clean energy subsidies enacted by

the Inflation Reduction Act of 2022, provide tax incentives for domestic production and impose significant new tariffs on

foreign goods. Both the timing and the details of any such tax reform are unclear. The impact of any potential tax reform on

us, our investments and holders of our Class A common stock is uncertain and could be adverse.

Prospective investors should consult their own tax advisors regarding changes in tax laws.

Risks Related to Our Class A Common Stock

The market price of our class A common stock has been, and may continue to be, volatile and may decline.

The capital and credit markets have on occasion experienced periods of extreme volatility and disruption. The market price

and liquidity of the market for shares of our class A common stock has been, and may in the future be, significantly

affected by numerous factors, some of which are beyond our control and may not be directly related to our operating

performance.

Some of the factors that could negatively affect the market price of our class A common stock include:

•our actual or projected operating results, financial condition, cash flows and liquidity, or changes in business

strategy or prospects;

•actual or perceived conflicts of interest with our Manager or other affiliates of Blackstone and individuals,

including our executives;

•equity issuances by us, or share resales by our stockholders, or the perception that such issuances or resales may

occur;

•loss of a major funding source;

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•increases in market interest rates, which may lead investors to demand a higher dividend yield for our class A

common stock, and would result in increased interest expenses on our certain of our indebtedness;

•actual or anticipated accounting problems;

•publication of research reports, including by short sellers, or speculation in the press or the investment

community, about us or the real estate industry;

•changes in market valuations of similar companies;

•adverse market reaction to the level of leverage we employ;

•additions to or departures of our Manager’s or Blackstone’s key personnel;

•speculation in the press or investment community;

•our failure to meet, or the lowering of, our earnings estimates or those of any securities analysts;

•a compression of the yield on our investments and an increase in the cost of our liabilities;

•failure to maintain our REIT qualification or exclusion from Investment Company Act regulation;

•price and volume fluctuations in the overall stock market from time to time;

•general market and economic conditions, and trends including inflationary concerns, and the current state of the

credit and capital markets;

•significant volatility in the market price and trading volume of securities of publicly traded REITs or other

companies in our sector, including us, which is not necessarily related to the operating performance of these

companies;

•changes in law, regulatory policies or tax guidelines, or interpretations thereof, particularly with respect to REITs;

•changes in the value of our portfolio;

•any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities

analysts;

•operating performance of companies comparable to us;

•short-selling pressure with respect to shares of our class A common stock or REITs generally; and

•uncertainty surrounding U.S. governmental policy and/or legislative changes and regulatory reform, the strength

of the U.S. economy and other U.S. and international political and economic affairs.

As noted above, market factors unrelated to our performance could also negatively impact the market price of our class A

common stock. One of the factors that investors may consider in deciding whether to buy or sell our class A common stock

is our distribution rate as a percentage of our stock price relative to market interest rates. If market interest rates increase,

prospective investors may demand a higher distribution rate or seek alternative investments paying higher dividends or

interest. As a result, interest rate fluctuations and conditions in the capital markets may affect the market value of our class

A common stock.

Some provisions of our charter and bylaws and Maryland law may deter takeover attempts, which may limit the

opportunity of our stockholders to sell their shares at a favorable price.

Some of the provisions of Maryland law and our charter and bylaws discussed below could make it more difficult for a

third party to acquire us, even if doing so might be beneficial to our stockholders by providing them with the opportunity to

sell their shares at a premium to the then current market price.

Issuance of Stock Without Stockholder Approval. Our charter authorizes our board of directors, without stockholder

approval, to authorize the issuance of up to 400,000,000 shares of class A common stock and up to 100,000,000 shares of

preferred stock. Our charter also authorizes our board of directors, without stockholder approval, to classify or reclassify

any unissued shares of our class A common stock and preferred stock into other classes or series of stock and to amend our

charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or

series that are authorized by the charter to be issued. Preferred stock may be issued in one or more classes or series, the

terms of which may be determined by our board of directors without further action by stockholders. Prior to issuance of

any such class or series, our board of directors will set the terms of any such class or series, including the preferences,

conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and

terms or conditions of redemption. The issuance of any preferred stock could materially adversely affect the rights of

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holders of our class A common stock and, therefore, could reduce the value of the class A common stock. In addition,

specific rights granted to future holders of our preferred stock could be used to restrict our ability to merge with, or sell

assets to, a third party. The power of our board of directors to cause us to issue preferred stock could, in certain

circumstances, make it more difficult, delay, discourage, prevent or make it more costly to acquire or effect a change in

control, thereby preserving the current stockholders’ control.

Advance Notice Bylaw. Our bylaws contain advance notice procedures for the introduction by a stockholder of new

business and the nomination of directors by a stockholder. These provisions could, in certain circumstances, discourage

proxy contests and make it more difficult for stockholders to elect stockholder-nominated directors and to propose and,

consequently, approve stockholder proposals opposed by management.

Maryland Takeover Statutes. Certain provisions of the Maryland General Corporation Law may have the effect of

inhibiting a third party from making a proposal to acquire us or of impeding a change in our control under circumstances

that otherwise could provide the holders of our Class A common stock with the opportunity to realize a premium over the

then prevailing market price of such shares. We are subject to the Maryland Business Combination Act, which, subject to

limitations, prohibits certain business combinations between us and an “interested stockholder” (which is defined as (1) any

person who beneficially owns, directly or indirectly, 10% or more of the voting power of our outstanding voting stock or

(2) an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the

beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting stock) or an

affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder and,

thereafter, imposes special stockholder voting requirements to approve these combinations unless the consideration being

received by common stockholders satisfies certain conditions.

The statute permits various exemptions from its provisions, including business combinations that are exempted by the

board of directors prior to the time that an interested stockholder becomes an interested stockholder. Our board of directors

has exempted any business combination involving Huskies Acquisition LLC, or Huskies Acquisition, an affiliate of

Blackstone, or its affiliates as of September 27, 2012 or Blackstone and its affiliates beginning as of September 27, 2012;

provided, however, that Huskies Acquisition or any of its affiliates as of September 27, 2012 and Blackstone and any of its

affiliates beginning as of September 27, 2012 may not enter into any “business combination” with us without the prior

approval of at least a majority of the members of our board of directors who are not affiliates or associates of Huskies

Acquisition or Blackstone. As a result, Huskies Acquisition or its affiliates may enter into business combinations with us

without compliance with the five-year prohibition or the super-majority vote requirements and the other provisions of the

statute.

We are also subject to the Maryland Control Share Acquisition Act. With certain exceptions, the Maryland General

Corporation Law provides that a holder of “control shares” of a Maryland corporation acquired in a “control share

acquisition” has no voting rights with respect to those shares except to the extent approved by a vote of two-thirds of the

votes entitled to be cast on the matter, excluding shares owned by the acquiring person or by our officers or by our

directors who are our employees. Our bylaws contain a provision exempting Huskies Acquisition, or any person or entity

that was an affiliate of Huskies Acquisition as of September 27, 2012 or by Blackstone or any of its affiliates from this

statute.

We are also eligible to elect to be subject to the Maryland Unsolicited Takeovers Act, which permits our board of directors,

without stockholder approval, to, among other things and notwithstanding any provision in our charter or bylaws, to

implement certain takeover defenses, such as a classified board, some of which we do not yet have.

Our charter contains provisions that are designed to reduce or eliminate duties of Blackstone and our directors with

respect to corporate opportunities and competitive activities.

Our charter contains provisions designed to reduce or eliminate duties of Blackstone and its affiliates (as such term is

defined in the charter), and of our directors or any person our directors control to refrain from competing with us or to

present to us business opportunities that otherwise may exist in the absence of such charter provisions. Under our charter,

Blackstone and its affiliates and our directors or any person our directors control will not be obligated to present to us

opportunities unless those opportunities are expressly offered to such person in his or her capacity as a director or officer of

Blackstone Mortgage Trust and those persons will be able to engage in competing activities without any restriction

imposed as a result of Blackstone’s or its affiliates’ status as a stockholder or Blackstone’s affiliates’ status as officers or

directors of Blackstone Mortgage Trust.

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We have not established a minimum distribution payment level and we cannot assure stockholders of our ability to pay

distributions in the future.

We are generally required to distribute to our stockholders at least 90% of our REIT taxable income each year for us to

qualify as a REIT under the Internal Revenue Code, which requirement we currently intend to satisfy through quarterly

distribution of all or substantially all of our REIT taxable income in such year, subject to certain adjustments. Although we

generally distribute and intend to continue distributing substantially all of our taxable income to holders of our class A

common stock each year so as to comply with the REIT provisions of the Internal Revenue Code, we have not established

a minimum distribution payment level and our ability to pay distributions may be adversely affected by a number of

factors, including the risk factors described in this report. All distributions will be made at the discretion of our board of

directors and will depend on our earnings, our financial condition, liquidity, debt covenants, maintenance of our REIT

qualification, applicable law and such other factors as our board of directors may deem relevant from time to time. We

believe that a change in any one of the following factors could adversely affect our results of operations and impair our

ability to pay distributions to our stockholders:

•our ability to make profitable investments;

•margin calls or other expenses that reduce our cash flow;

•defaults in our asset portfolio or decreases in the value of our portfolio;

•the impact of changes in interest rates on our net interest income; and

•the fact that anticipated operating expense levels may not prove accurate, as actual results may vary from

estimates.

As a result, no assurance can be given that the level of any distributions we pay to our stockholders will achieve a market

yield or increase or even be maintained over time, any of which could materially and adversely affect the market price of

our class A common stock. We may use our net operating losses, to the extent available, carried forward to offset future

REIT taxable income, and therefore reduce our dividend requirements. In addition, some of our distributions may include a

return of capital, which would reduce the amount of capital available to operate our business.

In addition, distributions that we make to our stockholders will generally be taxable to our stockholders as ordinary

income. However, a portion of our distributions may be designated by us as long-term capital gains to the extent that they

are attributable to capital gain income recognized by us or may constitute a return of capital to the extent that they exceed

our earnings and profits as determined for U.S. federal income tax purposes. A return of capital is not taxable, but has the

effect of reducing the basis of a stockholder’s investment in our class A common stock.

Investing in our class A common stock may involve a high degree of risk.

The investments that we make in accordance with our investment objectives may result in a high amount of risk when

compared to alternative investment options and volatility or loss of principal. Our investments may be highly speculative

and aggressive, and therefore an investment in our class A common stock may not be suitable for someone with lower risk

tolerance.

Future issuances of equity or debt securities, which may include securities that would rank senior to our class A

common stock, may adversely affect the market price of the shares of our class A common stock.

The issuance of additional shares of our class A common stock, including in connection with the conversion of our

outstanding 5.50% Convertible Senior Notes due 2027, through our existing “at the market” offerings for our class A

common stock or in connection with other future issuances of our class A common stock or shares of preferred stock or

securities convertible or exchangeable into equity securities, may dilute the ownership interest of our existing holders of

our class A common stock. As of December 31, 2025, sales of our class A common stock with an aggregate sales price of

$480.9 million remained available for issuance under our existing “at the market” offerings. If we issue equity or debt

securities which rank senior to our class A common stock, it is likely that such securities will be governed by an indenture

or other instrument containing covenants restricting our operating flexibility. Additionally, any convertible or exchangeable

securities that we issue may have rights, preferences and privileges more favorable than those of our class A common stock

and may result in dilution to owners of our class A common stock. We and, indirectly, our stockholders will bear the cost

of issuing and servicing such securities. Because our decision to issue additional equity or debt securities in any future

offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount,

timing or nature of our future issuances. Also, we cannot predict the effect, if any, of future sales of our class A common

stock, or the availability of shares for future sales, on the market price of our class A common stock. Sales of substantial

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amounts of class A common stock or the perception that such sales could occur may adversely affect the prevailing market

price for the shares of our class A common stock. Therefore holders of our class A common stock will bear the risk of our

future issuances reducing the market price of our class A common stock and diluting the value of their stock holdings in us.

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ITEM 1B.UNRESOLVED STAFF COMMENTS

None.

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ITEM 1C.CYBERSECURITY

Cybersecurity Risk Management and Strategy

As an externally managed company, our day-to-day operations are managed by our Manager and our executive officers

under the oversight of our board of directors. Our executive officers are senior Blackstone Real Estate professionals and

our Manager is a subsidiary of Blackstone. As such, we are reliant on Blackstone for assessing, identifying and managing

material risks to our business from cybersecurity threats. Below are details Blackstone has provided to us regarding its

cybersecurity program that are relevant to us.

Blackstone maintains a comprehensive cybersecurity program, including policies and procedures designed to protect its

systems, operations, and the data utilized and entrusted to it, including by us, from anticipated threats or hazards.

Blackstone utilizes a variety of protective measures as a part of its cybersecurity program. These measures include, where

appropriate, physical and digital access controls, patch management, identity verification and mobile device management

software, new hire and annual employee cybersecurity awareness and best practices training programs, security baselines

and tools to report anomalous activity, and monitoring of data usage, hardware and software.

Blackstone tests its cybersecurity defenses regularly through automated and manual vulnerability scanning, to identify and

remediate critical vulnerabilities. In addition, it conducts annual “white hat” penetration tests to validate its security

posture. Blackstone internally reviews its cybersecurity program and conducts a third-party review every two to three years

to evaluate its effectiveness in part by considering industry standards and established frameworks, such as the National

Institute of Standards and Technology and Center for Internet Security, as guidelines. Further, Blackstone engages in

cybersecurity incident tabletop exercises and scenario planning exercises involving hypothetical cybersecurity incidents to

test its cybersecurity incident response processes. Blackstone’s Chief Security Officer, or CSO, and members of

Blackstone’s senior management, Legal and Compliance, Technology and Innovations, or BXTI, and Global Corporate

Affairs participate in these exercises. Learnings from these tabletop exercises and any cybersecurity events Blackstone

experiences are reviewed, discussed, and incorporated into its cybersecurity incident response processes, as appropriate.

In addition to Blackstone’s internal exercises to test aspects of its cybersecurity program, Blackstone periodically engages

independent third parties to analyze data on the interactions of users of Blackstone information technology resources,

including Blackstone employees, and conduct penetration tests and scanning exercises to assess the performance of

Blackstone’s cybersecurity systems and processes.

Blackstone has a comprehensive Security Incident Response Plan, the IRP, designed to inform the proper escalation

(including, as appropriate, to our executive officers and other representatives of our Manager or its affiliates) of non-

routine suspected or confirmed information security or cybersecurity events based on the expected risk an event presents.

As appropriate, a Security Incident Response Team composed of individuals from several internal technical and managerial

functions may be formed to investigate and remediate the event and determine the extent of external advisor support

required, including from external counsel, forensic investigators, and/or law enforcement. The IRP sets out ongoing

monitoring or remediation actions to be taken after resolution of an incident. The IRP is reviewed at least annually by

members of BXTI and Legal and Compliance.

Blackstone maintains a formal cybersecurity risk management process and cybersecurity risk register, designed to identify,

track and treat cybersecurity risks at the firm, and integrates these processes into the firm’s overall risk management

practices described above. Blackstone’s CSO periodically discusses and reviews cybersecurity risks and related mitigants

with its enterprise risk committee and incorporates relevant cybersecurity risk updates and metrics in the semi-annual

enterprise-wide risk management report.

Blackstone has a process designed to assess the cybersecurity risks associated with the engagement of third-party vendors,

including those of companies externally managed by Blackstone. This assessment is conducted on the basis of, among

other factors, the types of services provided and the extent and type of Blackstone data accessed or processed by a third-

party vendor. On the basis of its preliminary risk assessment of a third-party vendor, Blackstone may conduct further

cybersecurity reviews or request remediation of, or contractual protections related to, any actual or potential identified

cybersecurity risks. In addition, where appropriate, Blackstone seeks to include in its contractual arrangements with certain

of its third-party vendors provisions addressing its requirements and industry best practices with respect to data and

cybersecurity, as well as the right to assess, monitor, audit and test such vendors’ cybersecurity programs and practices.

Blackstone also utilizes a number of digital controls, which are reviewed at least annually, to monitor and manage third-

party access to its internal systems and data. For a discussion of how risks from cybersecurity threats affect our business,

and our reliance on Blackstone in managing these risks, see “Part 1. Item 1A. Risk Factors —Risks Related to Our

Company —Cybersecurity risks and data security incidents could result in the loss of data, interruptions in our business,

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damage to our reputation, and subject us to regulatory actions, increased costs and financial losses, each of which could

have a material adverse effect on our business and results of operations” in this Annual Report on Form 10-K.

Cybersecurity Governance

Blackstone has a dedicated cybersecurity team, led by Blackstone’s CSO, who works closely with Blackstone senior

management, including Blackstone’s Chief Technology Officer, or CTO, to develop and advance the firm’s cybersecurity

program and strategy, which applies to us.

Blackstone’s CSO and CTO have extensive experience in cybersecurity and technology, respectively. Blackstone’s CSO is

a Senior Managing Director in BXTI and is responsible for all aspects of cyber and physical security across Blackstone. He

has over 25 years of information security, technology and engineering experience, including having previously led the

international security organization at a large credit bureau.

Blackstone’s CTO is a Senior Managing Director and the head of BXTI. Our CTO has over 24 years of information

security, technology and engineering experience, including having previously served as the Chief Technology and Chief

Innovation Officer at a large financial institution. Our CTO is responsible for all aspects of technology across Blackstone,

advises Blackstone’s investment teams and acts as a resource to Blackstone portfolio companies, and externally managed

companies, such as us, on technology-related matters.

BXTI conducts periodic cybersecurity risk assessments, including assessments or audits of third-party vendors, and assists

with the management and mitigation of identified cybersecurity risks. The CSO and CTO are responsible for the review of

Blackstone’s cybersecurity framework annually as well as on an event-driven basis as necessary. The CSO and CTO also

review the scope of Blackstone’s cybersecurity measures periodically, including in the event of a change in business

practices that may implicate the security or integrity of Blackstone’s information and systems.

Our board of directors is responsible for understanding the primary risks to our business. The audit committee of our board

of directors is responsible for reviewing our and our Manager’s IT security controls with management and evaluating the

adequacy of our and our Manager’s IT security program, compliance and controls with management.

Blackstone’s CSO reports to both our executive officers as well as our board of directors and/or the audit committee

annually on cybersecurity matters, including risks facing us and our Manager and, as applicable, certain incidents. In

addition to such annual reports, our board of directors and/or audit committee receive periodic updates from Blackstone on

the primary cybersecurity risks facing us and our Manager and the measures we and our Manager are taking to mitigate

such risks, as well as on changes to our and our Manager’s cybersecurity risk profile or certain newly identified risks.

ITEM 2.PROPERTIES

Our principal executive and administrative offices are located in leased space at 345 Park Avenue, 24th Floor, New York,

New York 10154. We consider these facilities to be suitable and adequate for the management and operations of our

business. For an overview of our real estate investments, see Note 4 to our consolidated financial statements.

ITEM 3.LEGAL PROCEEDINGS

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of

December 31, 2025, we were not involved in any material legal proceedings.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

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PART II.

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our class A common stock is listed for trading on the NYSE under the symbol “BXMT.” As of February 4, 2026, there

were 238 holders of record of our class A common stock. This does not include the number of stockholders that hold shares

in “street name” through banks or broker-dealers.

We generally intend to distribute each year substantially all of our taxable income (which does not necessarily equal net

income as calculated in accordance with generally accepted accounting principles, or GAAP) to our stockholders to comply

with the REIT provisions of the Internal Revenue Code. In addition, our dividend policy remains subject to revision at the

discretion of our board of directors. All distributions will be made at the discretion of our board of directors and will

depend upon, among other things, our actual results of operations and liquidity. These results and our ability to pay

distributions will be affected by various factors, including our taxable income, our financial condition, our maintenance of

REIT status, applicable law, and other factors as our board of directors deems relevant.

Issuer Purchases of Equity Securities

The following table sets forth information regarding repurchases of shares of our class A common stock during the three

months ended December 31, 2025.

Period	Total Number of<br><br>Shares Purchased	Average Price<br><br>Paid per Share(1)	Total Number of<br><br>Shares Purchased<br><br>as Part of Publicly<br><br>Announced Plans or<br><br>Programs(2)	Approximate Dollar<br><br>Value of Shares that<br><br>May Yet Be Purchased<br><br>Under the Program<br><br>($ in thousands)(2)
October 1 - October 31, 2025	3,336,416	$18.38	3,336,416	$150,000
November 1 - November 30, 2025	20,700	18.22	20,700	149,623
December 1 - December 31, 2025	—	—	—	149,623
Total	3,357,116	$18.38	3,357,116	$149,623

(1)The average price paid per share is calculated on a trade date basis and excludes associated commissions.

(2)In July 2024, our board of directors authorized the repurchase of up to $150.0 million of our class A common stock.

In October 2025, when the amount remaining available for repurchases under the program was $11.6 million, our

board of directors approved an amendment to the program to increase the amount available for repurchases under

the program, as amended, up to $150.0 million. Under the repurchase program, repurchases may be made from time

to time in open market transactions, in privately negotiated transactions, in agreements and arrangements structured

in a manner consistent with Rules 10b-18 and 10b5-1 under the Exchange Act or otherwise. The timing and the

actual amounts repurchased will depend on a variety of factors, including legal requirements, price and economic

and market conditions. The repurchase program may be changed, suspended or discontinued at any time and does

not have a specified expiration date. See Note 15 to our consolidated financial statements and “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital

Resources — Uses of Liquidity” for further information regarding this repurchase program.

ITEM 6. RESERVED

85

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto

appearing elsewhere in this Annual Report on Form 10-K. In addition to historical data, this discussion and analysis

contains forward-looking statements about our business, operations and financial performance based on current

expectations that involve risks, uncertainties and assumptions. Our actual results or outcomes may differ materially from

those in this discussion and analysis as a result of various factors, including but not limited to those discussed in Part, 1.

Item 1A, “Risk Factors” in this Annual Report on Form 10-K.

Introduction

Blackstone Mortgage Trust is a real estate finance company that originates, acquires, and manages senior loans and other

debt or credit-oriented investments collateralized by or relating to commercial real estate in North America, Europe, and

Australia. Our portfolio is composed primarily of senior loans secured by high-quality, institutional assets located in major

markets, and sponsored by experienced, well-capitalized real estate investment owners and operators. We finance our

investments in a variety of ways, including borrowing under secured credit facilities, issuing collateralized loan obligations,

or CLOs, other securitization transactions, syndicating senior loans and/or participations, and other forms of asset-level

financing, depending on our view of the most prudent financing option available for each of our investments. We are

externally managed by BXMT Advisors L.L.C., or our Manager, a subsidiary of Blackstone Inc., or Blackstone, and are a

real estate investment trust, or REIT, traded on the New York Stock Exchange, or NYSE, under the symbol “BXMT.”

We benefit from the deep knowledge, experience and information advantages of our Manager, which is a part of

Blackstone Real Estate. Blackstone Real Estate was founded in 1991 and is the world’s largest owner of commercial real

estate, with $319.3 billion of investor capital under management as of December 31, 2025. Blackstone Real Estate operates

as one globally integrated business with 787 real estate professionals globally as of December 31, 2025 and investments in

North America, Europe, Asia and Latin America. In the United States, Blackstone Real Estate is one of the largest owners

of rental housing, industrial, office, hospitality and retail assets. The market-leading real estate expertise derived from the

strength of the Blackstone platform deeply informs our credit and underwriting process, and we believe it gives us the tools

to manage the assets in our portfolio and work with our borrowers throughout periods of economic stress and uncertainty.

We conduct our operations as a REIT for U.S. federal income tax purposes. We generally will not be subject to U.S. federal

income taxes on our taxable income to the extent that we annually distribute all of our net taxable income to stockholders

and maintain our qualification as a REIT. We also operate our business in a manner that permits us to maintain an

exclusion from registration under the Investment Company Act of 1940, as amended. We are organized as a holding

company and conduct our business primarily through our various subsidiaries.

2025 Highlights

Operating results:

•GAAP net income of $109.6 million, or $0.64 per share, Distributable Earnings was a loss of $245.3 million, or

$1.43 per share, and Distributable Earnings prior to charge-offs of CECL reserves was $317.6 million, or $1.86

per share, with dividends declared of $320.6 million, or $1.88 per share.

•Book value per share of $20.75 as of December 31, 2025, which is net of cumulative CECL reserves of $1.76 per

share and accumulated depreciation and amortization of owned real estate assets of $0.47 per share.

Investment portfolio:

•Investment Portfolio of $20.0 billion as of December 31, 2025, which consisted of (i) our Loan Portfolio of

$17.8 billion, which represents net book value less total loans receivable CECL reserves, (ii) our $589.7 million

share of the carrying value of loans held by the Bank Loan Portfolio Joint Venture, (iii) our $321.1 million share

of the fair value of assets held by the Net Lease Joint Venture, and (iv) the aggregate carrying value of our owned

real estate assets of $1.3 billion.

•Loan Portfolio of 131 loans as of December 31, 2025, with a weighted-average origination loan-to-value ratio of

64.9% and weighted-average all-in yield of +3.39%, excluding impaired, cost-recovery, and non-accrual loans.

•Closed $5.7 billion of loan originations or acquisitions.

•Realized $6.1 billion of loan repayments and sales, including $2.3 billion of office loans.

•99% of loans, based on net loan exposure, are performing as of December 31, 2025.

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•Resolved $2.3 billion of impaired loans across 12 transactions during the year. Generated $32.7 million of

incremental book value as aggregate charge-offs were within CECL reserve levels.

•Acquired or otherwise consolidated five additional owned real estate assets with an aggregate acquisition date fair

value of $654.3 million. Held 12 owned real estate assets with an aggregate carrying value of $1.3 billion as of

December 31, 2025.

•Invested $104.3 million into the Net Lease Joint Venture to acquire 178 triple net lease assets at an aggregate price

of $316.4 million, at share.

•Invested $102.8 million into our Bank Loan Portfolio Joint Venture to acquire two portfolios of performing

commercial mortgage loans, with an aggregate principal balance of $719.4 million, at share.

Capital markets, financing, and liquidity:

•Refinanced an aggregate $2.2 billion of our corporate debt, reducing cost under our term loan facilities by 0.70%

while extending the weighted-average maturity by 1.6 years.

•Lowered the weighted-average credit spread on our $10.1 billion of secured debt to +1.83% over respective

benchmark rates as of December 31, 2025, relative to +1.92% as of December 31, 2024.

•Issued a $1.0 billion commercial real estate CLO securitization, further diversifying our balance sheet with a non-

mark-to-market, non-recourse financing structure.

•Maintained substantial liquidity throughout the year, with liquidity of $1.0 billion as of December 31, 2025.

•Repurchased $109.4 million of common stock, generating $0.13 of book value per share accretion. Authorized an

incremental increase to our share repurchase program in October to repurchase up to $150.0 million of common

stock.

87

I. Key Financial Measures and Indicators

As a real estate finance company, we believe the key financial measures and indicators for our business are earnings per

share, dividends declared, Distributable Earnings, Distributable Earnings prior to charge-offs, and book value per share.

For the three months ended December 31, 2025, we recorded basic net earnings per share of $0.24, declared a dividend of

$0.47 per share, reported $(2.07) per share of Distributable Earnings, and reported $0.51 per share of Distributable

Earnings prior to charge-offs. In addition, our book value as of December 31, 2025 was $20.75 per share, which is net of

cumulative CECL reserves of $1.76 per share and accumulated depreciation and amortization of owned real estate assets of

$0.47 per share.

As further described below, Distributable Earnings and Distributable Earnings prior to charge-offs are measures that are

not prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP.

Distributable Earnings and Distributable Earnings prior to charge-offs helps us to evaluate our performance, excluding the

effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan

portfolio and operations. In addition, Distributable Earnings and Distributable Earnings prior to charge-offs are

performance metrics we consider when declaring our dividends.

Earnings Per Share and Dividends Declared

The following table sets forth the calculation of basic net income (loss) per share and dividends declared per share ($ in

thousands, except per share data):

	Three Months Ended	Year Ended December 31,
	December 31, 2025	2025	2024
Net income (loss)(1)	$39,560	$109,569	$(204,088)
Weighted-average shares outstanding, basic	168,167,576	170,961,564	173,782,523
Net income (loss) per share, basic	$0.24	$0.64	$(1.17)
Dividends declared per share	$0.47	$1.88	$2.18

(1)Represents net income (loss) attributable to Blackstone Mortgage Trust. Refer to Note 15 to our consolidated

financial statements for the calculation of diluted net (loss) income per share.

Distributable Earnings and Distributable Earnings Prior to Charge-Offs

Distributable Earnings and Distributable Earnings prior to charge-offs of CECL reserves are non-GAAP measures. We

define Distributable Earnings as GAAP net income (loss), including realized gains and losses not otherwise recognized in

current period GAAP net income (loss), and excluding (i) non-cash equity compensation expense, (ii) depreciation and

amortization, (iii) unrealized gains (losses), and (iv) certain non-cash items. Distributable Earnings may also be adjusted

from time to time to exclude one-time events pursuant to changes in GAAP and certain other non-cash charges as

determined by our Manager, subject to approval by a majority of our independent directors. Distributable Earnings mirrors

the terms of our management agreement between our Manager and us, or our Management Agreement, for purposes of

calculating our incentive fee expense. Therefore, Distributable Earnings prior to charge-offs of CECL reserves is calculated

net of the incentive fee expense that would have been recognized if such charge-offs had not occurred.

Our CECL reserves have been excluded from Distributable Earnings consistent with other unrealized gains (losses)

pursuant to our existing policy for reporting Distributable Earnings. We expect to only recognize such potential credit

losses in Distributable Earnings if and when such amounts are realized and deemed non-recoverable upon a realization

event. This is generally at the time a loan is repaid, or in the case of foreclosure, when the underlying asset is sold, but

realization and non-recoverability may also be concluded if, in our determination, it is nearly certain that all amounts due

will not be collected. The timing of any such credit loss realization in our Distributable Earnings may differ materially from

the timing of CECL reserves or charge-offs in our consolidated financial statements prepared in accordance with GAAP.

The realized loss amount reflected in Distributable Earnings will equal the difference between the cash received, or

expected to be received, and the book value of the asset, and is reflective of our economic experience as it relates to the

ultimate realization of the loan.

We believe that Distributable Earnings provides meaningful information to consider in addition to our net income (loss)

and cash flow from operating activities determined in accordance with GAAP. We believe Distributable Earnings is a

useful financial metric for existing and potential future holders of our class A common stock as historically, over time,

88

Distributable Earnings has been a strong indicator of our dividends per share. As a REIT, we generally must distribute

annually at least 90% of our net taxable income, subject to certain adjustments, and therefore we believe our dividends are

one of the principal reasons stockholders may invest in our class A common stock. Refer to Note 17 to our consolidated

financial statements for further discussion of our distribution requirements as a REIT. Further, Distributable Earnings helps

us to evaluate our performance, excluding the effects of certain transactions and GAAP adjustments that we believe are not

necessarily indicative of our current loan portfolio and operations, and is a performance metric we consider when declaring

our dividends.

Furthermore, we believe it is useful to present Distributable Earnings prior to charge-offs of CECL reserves to reflect our

direct operating results and help existing and potential future holders of our class A common stock assess the performance

of our business excluding such charge-offs. We utilize Distributable Earnings prior to charge-offs of CECL reserves as an

additional performance metric to consider when declaring our dividends. Distributable Earnings mirrors the terms of our

Management Agreement for purposes of calculating our incentive fee expense. Therefore, Distributable Earnings prior to

charge-offs of CECL reserves is calculated net of the incentive fee expense that would have been recognized if such

charge-offs had not occurred.

Distributable Earnings and Distributable Earnings prior to charge-offs of CECL reserves do not represent net income (loss)

or cash generated from operating activities and should not be considered as alternatives to GAAP net income (loss), or

indicators of our GAAP cash flows from operations, measures of our liquidity, or indicators of funds available for our cash

needs. In addition, our methodology for calculating Distributable Earnings and Distributable Earnings prior to charge-offs

of CECL reserves may differ from the methodologies employed by other companies to calculate the same or similar

supplemental performance measures, and accordingly, our reported Distributable Earnings and Distributable Earnings prior

to charge-offs of CECL reserves may not be comparable to similar metrics reported by other companies.

89

The following table provides a reconciliation of Distributable Earnings and Distributable Earnings prior to charge-offs of

CECL reserves to GAAP net income (loss) ($ in thousands, except per share data):

	Three Months<br><br>Ended	Year Ended December 31,
	December 31, 2025	2025	2024
Net income (loss)(1)	$39,560	$109,569	$(204,088)
Charge-offs of CECL reserves(2)	(433,924)	(562,916)	(384,603)
Increase in CECL reserves	18,375	112,486	538,801
Depreciation and amortization of owned real estate(3)	21,380	70,330	9,407
Non-cash compensation expense	6,699	28,269	31,828
Realized hedging and foreign currency loss, net(4)	(25)	(3,476)	(2,018)
Allocable share of adjustments related to unconsolidated entities(5)	(8)	762	—
Cash (non-cash) income from Agency Multifamily Lending<br><br>Partnership, net(6)	29	(39)	(718)
Contingent liabilities(7)	—	—	5,653
Adjustments attributable to non-controlling interests, net	(1)	(188)	248
Other items	(39)	(99)	(4)
Distributable Earnings	$(347,954)	$(245,302)	$(5,494)
Charge-offs of CECL reserves(2)	433,924	562,916	384,603
Incentive fee related to charge-offs of CECL reserves(8)	—	—	(6,272)
Distributable Earnings prior to charge-offs of CECL reserves	$85,970	$317,614	$372,837
Weighted-average shares outstanding, basic(9)	168,167,576	170,961,564	173,782,523
Distributable Earnings per share, basic	$(2.07)	$(1.43)	$(0.03)
Distributable Earnings per share, basic, prior to charge-offs of<br><br>CECL reserves	$0.51	$1.86	$2.15

(1)Represents net income (loss) attributable to Blackstone Mortgage Trust.

(2)Represents realized losses related to loan principal amounts deemed non-recoverable.

(3)Represents depreciation of owned real estate assets and amortization of intangible real estate assets and liabilities.

(4)Represents realized losses on the repatriation of unhedged foreign currency. These amounts were not included in

GAAP net income (loss), but rather as a component of other comprehensive income in our consolidated financial

statements.

(5)Allocable share of adjustments related to unconsolidated entities for the three months ended December 31, 2025

reflects our share of non-cash items such as (i) $(2.0) million of unrealized gains recorded by such unconsolidated

entities, (ii) $2.0 million of depreciation and amortization, and (iii) related adjustments for realized gains, if any. For

the year ended December 31, 2025, reflects our share of non-cash items such as (i) $(3.4) million of unrealized gains

recorded by such unconsolidated entities, (ii) $4.2 million of depreciation and amortization, and (iii) related

adjustments for realized gains, if any.

(6)Represents (i) the non-cash income recognized under GAAP related to our Agency Multifamily Lending

Partnership, in which we receive a portion of origination, servicing, and other fees for loans we refer to MTRCC for

origination, offset by the related loss-sharing obligation accruals and (ii) the cash received related to such income

previously recognized under GAAP. Refer to Note 2 to our consolidated financial statements for further information

on our Agency Multifamily Lending Partnership.

(7)Represents a contingent liability related to a sale of a loan.

(8)Represents the implied incentive fee expense that would have been incurred if such charge-offs had not occurred, as

calculated on a quarterly basis. No incentive fee expense would have been incurred for the periods presented except

the $6.3 million would have been incurred in the three months ended March 31, 2024.

(9)The weighted-average shares outstanding, basic, exclude shares issuable from a potential conversion of our

Convertible Notes then outstanding. Consistent with the treatment of other unrealized adjustments to Distributable

Earnings, these potentially issuable shares are excluded until a conversion occurs. Refer to Note 15 to our

consolidated financial statements for the calculation of diluted net income per share.

90

Book Value Per Share

The following table calculates our book value per share ($ in thousands, except per share data):

	December 31, 2025	December 31, 2024
Stockholders’ equity	$3,498,910	3,787,308
Shares
Class A common stock	168,259,023	172,792,094
Deferred stock units	340,029	412,096
Total outstanding	168,599,052	173,204,190
Book value per share(1)	$20.75	$21.87

(1)The book value per share excludes shares issuable from a potential conversion of our Convertible Notes then

outstanding. Refer to Note 15 to our consolidated financial statements for the calculation of diluted net income per

share.

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II. Investments

Investment Portfolio

Our Investment Portfolio consists of our Loan Portfolio, our investments in our Bank Loan Portfolio Joint Venture and Net

Lease Joint Venture, and our owned real estate assets. The chart below details the composition of our Investment Portfolio

as of December 31, 2025:

Investment Portfolio(1)(2)

Included in our Loan Portfolio(3)

______________

(1)Our Investment Portfolio reflects the gross amount of our investments as of December 31, 2025, which consists of

(i) our Loan Portfolio, which represents net book value less total loans receivable CECL reserves, (ii) our share of

the carrying value of investments held by our Net Lease Joint Venture, (iii) our share of the fair value of the loans

held by our Bank Loan Portfolio Joint Venture, and (iv) the aggregate carrying value of our owned real estate assets.

(2)Assets in our Loan Portfolio with multiple components are proportioned into the relevant property types based on

the allocated value of each property type.

(3)Represents the types of properties securing the loans in our Loan Portfolio.

Refer to section VII of this Item 7 for details of our Loan Portfolio, on a loan-by-loan basis.

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Loan Portfolio

Loan Originations

During the year ended December 31, 2025, we originated or acquired $5.7 billion of loans, inclusive of additional

commitments made under existing loans.

Loan Portfolio Activity

During the year ended December 31, 2025, loan fundings totaled $5.6 billion and loan repayments and sales totaled

$6.1 billion. During the year ended December 31, 2025, we generated interest income of $1.4 billion and incurred interest

expense of $988.9 million, which resulted in $367.5 million of net interest income.

The following table details our loan portfolio activity ($ in thousands):

	Three Months Ended<br><br>December 31, 2025	Year Ended<br><br>December 31, 2025
Loan fundings(1)	$1,691,669	$5,636,941
Loan repayments and sales(1)	(1,042,429)	(6,089,699)
Total net fundings (repayments)	$649,240	$(452,758)

(1)Excludes amounts for loans held by our Bank Loan Portfolio Joint Venture, which are included in investments in

unconsolidated entities on our consolidated balance sheets.

The following table details overall statistics for our Loan Portfolio as of December 31, 2025 ($ in thousands):

	December 31, 2025
Number of loans	131
Principal balance	$18,154,768
Net book value	$17,784,694
Unfunded loan commitments(1)	$1,185,004
Weighted-average cash coupon(2)	+ 3.19%
Weighted-average all-in yield(2)	+ 3.39%
Weighted-average maximum maturity (years)(3)	2.5
Origination loan-to-value (LTV)(4)	64.9%

(1)Unfunded commitments will primarily be funded to finance our borrowers’ construction or development of real

estate-related assets, capital improvements of existing assets, or lease-related expenditures. These commitments will

generally be funded over the term of each loan, subject in certain cases to an expiration date.

(2)The weighted-average cash coupon and all-in yield are expressed as a spread over the relevant floating benchmark

rates, which include SOFR, SONIA, EURIBOR, CORRA, and other indices as applicable to each loan. As of

December 31, 2025, 97% of our loans by principal balance earned a floating rate of interest, primarily indexed to

SOFR. The remaining 3% of our loans by principal balance earned a fixed rate of interest.

(3)Maximum maturity assumes all extension options are exercised by the borrower; however, our loans and other

investments may be repaid prior to such date. Excludes loans accounted for under the cost-recovery and nonaccrual

methods, if any. As of December 31, 2025, 40% of our loans by principal balance were subject to yield maintenance

or other prepayment restrictions and 60% were open to repayment by the borrower without penalty.

(4)Based on LTV as of the dates loans were originated or acquired by us, excluding any loans that are impaired.

93

The following table details the index rate floors for our Loan Portfolio as of December 31, 2025 ($ in thousands):

	Loan Portfolio Principal Balance
Index Rate Floors	USD	Non-USD(1)	Total
Fixed Rate	$348,052	$137,445	$485,497
0.00% or no floor(2)	653,738	4,777,079	5,430,817
0.01% to 1.00% floor	2,549,547	1,137,577	3,687,124
1.01% to 2.00% floor	715,186	1,738,172	2,453,358
2.01% to 3.00% floor	4,452,606	371,727	4,824,333
3.01% or more floor	1,043,783	229,856	1,273,639
Total(3)	$9,762,912	$8,391,856	$18,154,768

(1)Includes Euro, British Pound Sterling, Swedish Krona, Australian Dollar, and Canadian Dollar currencies.

(2)Includes all impaired loans.

(3)As of December 31, 2025, the weighted-average index rate floor of our floating-rate Loan Portfolio principal

balance was 1.31%. Excluding 0.0% index rate floors and loans with no floor, the weighted-average index rate floor

was 1.92%.

The following table details the floating benchmark rates for our Loan Portfolio as of December 31, 2025 (Loan Portfolio

principal balance amounts in thousands):

Loan<br><br>Count	Currency	Loan Portfolio Principal Balance	Cash Coupon(2)	All-in Yield(2)
95	$	9,762,912	+ 3.05%	+ 3.20%
19	£	2,680,175	+ 3.31%	+ 3.46%
12	€	2,306,783	+ 2.91%	+ 3.33%
5	Various	2,070,773	+ 4.02%	+ 4.24%
131		18,154,768	+ 3.19%	+ 3.39%

All values are in US Dollars.

(1)We use foreign currency forward contracts to protect the value or fix the amount of certain investments or cash

flows in terms of the U.S. dollar. We earn forward points on our forward contracts that reflect the interest rate

differentials between the applicable base rate for our foreign currency investments and prevailing U.S. interest rates.

These forward contracts effectively convert the foreign currency rate exposure for such investments to USD-

equivalent interest rates.

(2)In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan

origination costs, and purchase discounts, as well as the accrual of exit fees. Excludes loans accounted for under the

cost-recovery and nonaccrual methods, if any.

(3)Includes floating rate loans indexed to STIBOR, CORRA, and BBSY indices.

94

The charts below detail the geographic distribution and types of properties securing our Loan Portfolio, as of December 31,

2025:

Geographic Diversification

(Net Loan Exposure)(1)

Collateral Diversification

(Net Loan Exposure)(1)(2)

______________

(1)Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of December 31,

2025, which is our principal balance net of (i) $999.8 million of asset-specific debt, (ii) $24.5 million of cost-

recovery proceeds, and (iii) our total loans receivable CECL reserve of $284.4 million. Our asset-specific debt is

structurally non-recourse and term-matched to the corresponding collateral loans. Geographic locations that

represent less than 1% of net loan exposure are excluded from the chart.

(2)Assets with multiple components are proportioned into the relevant property types based on the allocated value of

each property type.

Refer to section VII of this Item 7 for details of our loan portfolio, on a loan-by-loan basis.

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Portfolio Management

As of December 31, 2025, 99% of our loans, based on net loan exposure, were performing with risk ratings of “1” through

“4,” and the remaining 1% were impaired with a risk rating of “5.” As of December 31, 2025, one of our performing loans

with an amortized cost basis of $98.3 million was in technical default as a result of the non-payment of an extension fee.

The loan was not past its maturity date and was current on its interest payment, and had a risk rating of “4.” All other

borrowers under performing loans were in compliance with the applicable contractual terms of each respective loan,

including any required payment of interest. We believe this demonstrates the overall strength of our loan portfolio and the

commitment and financial wherewithal of our borrowers generally, which are primarily affiliated with large real estate

private equity funds and other strong, well-capitalized, and experienced sponsors.

We maintain a robust asset management relationship with our borrowers and utilize these relationships to maximize the

performance of our portfolio, including during periods of volatility. We believe that we benefit from these relationships and

from our long-standing core business model of originating senior loans collateralized by large assets in major markets with

experienced, well-capitalized institutional sponsors. While we believe the principal amounts of our loans are generally

adequately protected by underlying collateral value, there is a risk that we will not realize the entire principal value of

certain investments. As of December 31, 2025, we had an aggregate $87.3 million asset-specific CECL reserve related to

six of our loans receivable, with an aggregate amortized cost basis of $174.6 million, net of cost-recovery proceeds. This

CECL reserve was recorded based on our estimation of the fair value of each of the loan's underlying collateral as of

December 31, 2025.

We benefit from the deep knowledge, experience and information advantages of our Manager, which is a part of

Blackstone Real Estate. Blackstone Real Estate was founded in 1991 and is the world’s largest owner of commercial real

estate, with 787 real estate professionals globally as of December 31, 2025 and investments in North America, Europe,

Asia and Latin America. In the United States, Blackstone Real Estate is one of the largest owners of rental housing,

industrial, office, hospitality and retail assets.

As discussed in Note 2 to our consolidated financial statements, we perform a quarterly review of our loan portfolio, assess

the performance of each loan, and assign it a risk rating between “1” and “5”, from less risk to greater risk. Our loan

portfolio had a weighted-average risk rating of 3.0, based on net loan exposure, as of both December 31, 2025 and

December 31, 2024.

The following table allocates the net book value and net loan exposure balances based on our internal risk ratings as of

December 31, 2025 ($ in thousands):

	December 31, 2025
Risk Rating	Number of Loans	Net Book Value
1	3	303,971
2	20	2,875,870
3	85	11,907,947
4	17	2,806,758
5	6	174,588
Loans receivable	131	18,069,134
CECL reserve		(284,440)
Loans receivable, net		17,784,694

All values are in US Dollars.

(1)Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of December 31,

2025, which is our principal balance net of (i) $999.8 million of asset-specific debt, (ii) $24.5 million of cost-

recovery proceeds, and (iii) our total loans receivable CECL reserve of $284.4 million. Our asset-specific debt is

structurally non-recourse and term-matched to the corresponding collateral loans.

Current Expected Credit Loss Reserve

The CECL reserves required by GAAP reflect our current estimate of potential credit losses related to our loans and notes

receivable included in our consolidated balance sheets. Other than a few narrow exceptions, GAAP requires that all

financial instruments subject to the CECL model have some amount of loss reserve to reflect the principle underlying the

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CECL model that all loans and similar assets have some inherent risk of loss, regardless of credit quality, subordinate

capital, or other mitigating factors.

During the year ended December 31, 2025, we recorded a net decrease of $449.5 million in the CECL reserves against our

loans receivable portfolio, primarily driven by a $493.3 million decrease in our asset-specific CECL reserve. This decrease

was driven by charge-offs of our CECL reserves of $556.1 million primarily related to (i) the resolution of eight previously

impaired loans resulting in aggregate charge-offs of $338.0 million, and (ii) $218.1 million of charge-offs related to three

previously impaired subordinate loans that were deemed non-recoverable as part of our ongoing assessment of collectibility

of our impaired loan portfolio. These charge-offs of CECL reserves were concentrated in the office sector, with

$338.1 million of such charge-offs, generally driven by adverse trends in the office sector in recent years, including

reduced tenant demand for office space and limited liquidity for office assets in capital markets. This decrease in our asset-

specific CECL reserve was partially offset by a $43.8 million increase in our general CECL reserve, bringing our total

loans receivable CECL reserves to $284.4 million as of December 31, 2025. The increase in our general CECL reserve was

primarily as a result of an increase in the historical loss rate used in reserve calculations related to the additional CECL

charge-offs.

As of December 31, 2025, we had an aggregate $87.3 million asset-specific CECL reserve related to six of our loans

receivable, with a total amortized cost basis of $174.6 million, net of cost-recovery proceeds. Impairments are each

determined individually as a result of changes in the specific credit quality factors for each such loan. These factors

included, among others, (i) the underlying collateral performance, (ii) discussions with the borrower, (iii) borrower events

of default, and (iv) other facts that impact the borrower’s ability to pay the contractual amounts due under the terms of the

loan. This asset-specific CECL reserve was recorded based on our estimation of the fair value of each loan’s underlying

collateral as of December 31, 2025.

No income was recorded on our impaired loans subsequent to determining that they were impaired. During the year ended

December 31, 2025, we received an aggregate $42.4 million of cash proceeds from such loans that were applied as a

reduction to the amortized cost basis of each respective loan.

Refer to Note 2 to our consolidated financial statements for further discussion of our policies on revenue recognition and

our CECL reserves.

Owned Real Estate

As part of our portfolio management strategy to maximize economic outcomes, we may hold certain owned real estate

assets, resulting from transactions in which we assume legal title, physical possession, or control of the collateral

underlying a loan through a foreclosure, a deed-in-lieu of foreclosure transaction, or a loan modification in which we

receive an equity interest in and/or control over decision-making at the property. As of December 31, 2025, we had 12

owned real estate assets with an aggregate carrying value of $1.3 billion.

The following table provides details of our owned real estate asset as of December 31, 2025 ($ in thousands):

	Acquisition Date	Location	Property Type	Acquisition Date Fair Value
1	September 2025	New York, NY	Hospitality	228,253
2	December 2024	San Francisco, CA	Hospitality	201,530
3	December 2025	New York, NY	Office	133,313
4	December 2024	El Segundo, CA	Office	145,363
5	September 2025	Atlanta, GA	Office	132,974
6	November 2025	Denver, CO	Office	114,748
7	October 2024	Washington, DC	Office	107,016
8	March 2024	Mountain View, CA	Office	60,203
9	September 2024	Burlington, MA	Office	64,628
10	February 2025	Chicago, IL	Office	45,045
11	July 2024	San Antonio, TX	Multifamily	33,607
12	December 2024	Denver, CO	Office	33,337
				1,300,017

All values are in US Dollars.

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Bank Loan Portfolio Joint Venture

In the second quarter of 2025, we entered into a joint venture with a Blackstone-advised investment vehicle to acquire

portfolios of performing commercial mortgage loans, or our Bank Loan Portfolio Joint Venture. In the second quarter of

2025, the Bank Loan Portfolio Joint Venture acquired a $1.4 billion portfolio of 171 performing senior commercial real

estate loans from a regional bank. The loans are secured primarily by retail and multifamily properties located across

various markets in the Mid-Atlantic region, are primarily fixed rate, and were acquired at a discount to par. In the third

quarter of 2025, the Bank Loan Portfolio Joint Venture acquired a $606.0 million portfolio of 425 performing senior

commercial real estate loans from a regional bank. The loans are secured primarily by net lease retail assets located

throughout the United States, are fixed rate, and were acquired at a discount to par. We have an aggregate 35% ownership

interest in the joint venture as of December 31, 2025.

Our Bank Loan Portfolio Joint Venture is recorded on our consolidated balance sheets as an investment in unconsolidated

entities. As of December 31, 2025, our investment in the joint venture totaled $111.0 million. During the year ended

December 31, 2025, we contributed $102.8 million to the joint venture, received $1.5 million of distributions, and recorded

$9.7 million of income from unconsolidated entities in our consolidated statements of operations.

Net Lease Joint Venture

In the fourth quarter of 2024, we entered into a joint venture with a Blackstone-advised investment vehicle to invest in

triple net lease properties, or our Net Lease Joint Venture. Our investment in the joint venture is recorded on our

consolidated balance sheets as an investment in unconsolidated entities. As of December 31, 2025, our investment in

unconsolidated entities related to the joint venture totaled $106.5 million. During the year ended December 31, 2025, we

contributed $104.3 million to the joint venture, and recorded a $1.4 million loss from unconsolidated entities in our

consolidated statements of operations, inclusive of $4.2 million of depreciation and amortization expense.

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The following table details the tenant industries and the geographic location of the assets held by our Net Lease Joint

Venture as of December 31, 2025:

Tenant Industry	Number of Properties	% of Annualized Base Rent
Early Childhood Education	27	23%
Restaurants - Quick Service	52	20
Car Washes	10	13
Pet Care	32	12
Automotive Service	22	12
Medical / Dental	9	6
Convenience Stores	14	5
Other Retail	2	2
Home Improvement	2	2
Wholesale Trade	1	2
Grocery	3	2
Industrial	2	1
Other Services	2	—
Total	178	100%
State	Number of<br><br>Properties	% of Annualized Base Rent
Florida	15	18%
Missouri	16	10
Texas	19	9
Oklahoma	13	6
Illinois	16	6
Georgia	6	5
Minnesota	13	5
Wisconsin	10	5
Utah	7	4
Virginia	3	4
All other (23 states)	60	28
	178	100%

As of December 31, 2025, our Net Lease Joint Venture’s leases had a weighted average remaining lease term of over 15

years (based on annualized base rent), with weighted average annual rent increases of approximately 2%, and a rent

coverage ratio of approximately 3x.

Agency Multifamily Lending Partnership

In the second quarter of 2024, we entered into an agreement with M&T Realty Capital Corporation, or MTRCC, a

subsidiary of M&T Bank, that allows our borrowers to access multifamily agency financing through MTRCC’s Fannie

Mae DUS and Freddie Mac Optigo lending platforms, or our Agency Multifamily Lending Partnership. We will receive a

portion of origination, servicing, and other fees for loans that we refer to MTRCC for origination under both the Fannie

Mae and Freddie Mac programs. Additionally, we will share in losses with MTRCC and Fannie Mae on loans that we refer

to MTRCC for origination under the Fannie Mae program. During the year ended December 31, 2025, we referred one loan

to MTRCC.

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Core+ Real Estate Debt Fund

In the fourth quarter of 2025, we made a $75.0 million capital commitment at the initial closing of a new BREDS-advised

private fund formed to invest in Core+ real estate debt investments in the U.S. and Canada. Blackstone affiliates, including

us, do not pay management fees or carried interest with respect to their investments in the BREDS-advised private fund.

Our capital commitment represented a minority of the total capital commitments the BREDS-advised private fund had

received as of December 31, 2025. As of December 31, 2025, the BREDS-advised private fund had not called any capital

or made any investments. To fund its future investments, the BREDS-advised private fund will draw down on capital

commitments made by its investors, including us, on a pro rata basis.

III. Financings

Loan Portfolio Financings

Our loan portfolio financing consists of secured debt, securitizations, and asset-specific debt. The following table details

our portfolio financing ($ in thousands):

	Portfolio Financing<br><br>Outstanding Principal Balance
	December 31, 2025	December 31, 2024
Secured debt	$10,125,839	$9,705,529
Securitizations	2,149,496	1,936,967
Asset-specific debt	999,810	1,228,110
Total loan portfolio financing	$13,275,145	$12,870,606

Secured Debt

The following table details our secured credit facilities by spread over the applicable base rates as of December 31, 2025 ($

in thousands):

	Year Ended<br><br>December 31, 2025	December 31, 2025
Spread(1)	New Financings(2)	Total<br><br>Borrowings	Wtd. Avg.<br><br>All-in<br><br>Cost(1)(3)(4)	Collateral(5)	Wtd. Avg.<br><br>All-in<br><br>Yield(1)(3)	Net Interest<br><br>Margin(6)
+ 1.50% or less(7)	$2,018,709	$5,098,876	+1.54%	$6,936,909	+2.97%	+1.43%
+ 1.51% to + 1.75%	660,636	2,419,595	+1.75%	3,232,654	+3.50%	+1.75%
+ 1.76% to + 2.00%	325,160	1,088,336	+2.08%	1,797,080	+2.94%	+0.86%
+ 2.01% or more	153,625	1,519,032	+2.74%	2,371,763	+4.25%	+1.51%
Total	$3,158,130	$10,125,839	+1.83%	$14,338,406	+3.29%	+1.46%

(1)The spread, all-in cost, and all-in yield are expressed over the relevant floating benchmark rates, which include

SOFR, SONIA, EURIBOR, CORRA, and other indices as applicable.

(2)Represents the amount of new borrowings we closed during the year ended December 31, 2025.

(3)In addition to spread, the cost includes the associated deferred fees and expenses related to the respective

borrowings. In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension

fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. All-in yield excludes loans

accounted for under the cost-recovery and nonaccrual methods, if any, and owned real estate assets.

(4)Represents the weighted-average all-in cost as of December 31, 2025 and is not necessarily indicative of the spread

applicable to recent or future borrowings.

(5)Represents the principal balance of the collateral loan assets and the carrying value of the collateral owned real

estate assets.

(6)Represents the difference between the weighted-average all-in yield and weighted-average all-in cost.

(7)Includes an interest rate swap with a $35.6 million notional amount that effectively converts our floating rate

liability to a fixed rate liability to align with the financed fixed rate loan exposure.

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Securitizations

We have financed certain pools of our loans through CLOs and have also financed one of our loans through a securitization

vehicle, or the European Loan Securitization. The following table details our securitized debt obligations and the

underlying collateral assets that are financed by our CLOs and the European Loan Securitization ($ in thousands):

	December 31, 2025
Securitized Debt Obligations		Count	Principal<br><br>Balance	Book<br><br>Value(1)	Wtd. Avg.<br><br>Yield/Cost(2)(3)	Term(4)
CLOs
2025 FL5 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	$831,250	$822,243	+ 2.15%	October 2042
Underlying Collateral Assets		18	944,537	944,537	+ 3.49%	October 2028
2021 FL4 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	605,613	605,613	+ 1.45%	May 2038
Underlying Collateral Assets		16	736,360	736,360	+ 3.18%	February 2027
2020 FL2 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	519,967	519,967	+ 1.82%	February 2038
Underlying Collateral Assets		11	691,964	691,964	+ 2.84%	January 2027
Total
Senior CLO Securities Outstanding		3	$1,956,830	$1,947,823	+ 1.84%
Underlying Collateral Assets		45	$2,372,861	$2,372,861	+ 3.22%
Securitizations
European Loan Securitization
Financing Provided		1	$192,666	$191,896	+ 1.53%	July 2030
Underlying Collateral Assets(5)		1	249,160	246,421	+ 2.97%	July 2030
Total
Senior CLO Securities Outstanding /<br><br>Financing Provided(6)		4	$2,149,496	$2,139,719	+ 1.82%
Underlying Collateral Assets(5)		46	2,622,021	2,619,282	+ 3.22%

(1)The book value of underlying collateral assets excludes any applicable CECL reserves.

(2)In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan

origination costs, purchase discounts, and accrual of exit fees.

(3)The weighted-average all-in yield and cost are expressed as a spread over the relevant floating benchmark rates,

which is SOFR for the CLOs and EURIBOR for the European Loan Securitization. All-in yield excludes loans

accounted for under the cost-recovery and nonaccrual methods, if any, and owned real estate assets.

(4)Underlying collateral assets term represents the weighted-average final maturity of such loans, assuming all

extension options are exercised by the borrower, and excludes owned real estate assets. Repayments of securitized

debt obligations are tied to timing of the related collateral loan asset repayments. The term of these obligations

represents the rated final distribution date of the securitizations.

(5)We financed our $55.8 million retained interests in the securitization under a repurchase agreement structured

without capital markets-based mark-to-market provisions. The amount of the financing is included in other liabilities

on our consolidated balance sheets.

(6)During the year ended December 31, 2025, we recorded $140.0 million of interest expense related to our securitized

debt obligations.

Refer to Note 8 and Note 20 to our consolidated financial statements for additional details of our securitized debt

obligations.

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Asset-Specific Debt

The following table details our asset-specific debt ($ in thousands):

	December 31, 2025
Asset-Specific Debt		Count	Principal<br><br>Balance	Book Value(1)	Wtd. Avg.<br><br>Yield/Cost(2)	Wtd. Avg.<br><br>Term(3)
Financing provided		4	$999,810	$997,746	+ 2.66%	February 2030
Collateral assets		4	$1,243,500	$1,234,205	+ 4.02%	February 2030

(1)The book value of underlying collateral assets excludes any applicable CECL reserves.

(2)The weighted-average all-in yield and cost are expressed as a spread over the relevant floating benchmark rates,

which include SOFR and CORRA, as applicable. These floating rate loans and related liabilities are currency and

index-matched to the applicable benchmark rate relevant in each arrangement. In addition to cash coupon, yield/cost

includes the amortization of deferred origination fees and financing costs.

(3)The weighted-average term is determined based on the maximum maturity of the corresponding loans, assuming all

extension options are exercised by the borrower. Our non-recourse, asset-specific debt is term-matched in each case

to the corresponding collateral loans.

Corporate Financing

The following table details our outstanding corporate financing ($ in thousands):

	Corporate Financing<br><br>Outstanding Principal Balance
	December 31, 2025	December 31, 2024
Term loans	$1,847,726	$1,764,437
Senior secured notes	785,316	785,316
Convertible notes	266,157	266,157
Total corporate financing	$2,899,199	$2,815,910

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The following table details our outstanding senior term loan facilities, or Term Loans, our outstanding senior secured notes,

or Senior Secured Notes, and convertible senior notes, or Convertible Notes, as of December 31, 2025 ($ in thousands):

Corporate Financing	Face Value		All-in Cost(1)(2)	Maturity
Term Loans
B-6 Term Loan	695,754		+ 3.61%	December 10, 2030
B-7 Term Loan	451,972		+ 2.95%	May 9, 2029
B-8 Term Loan	700,000		+ 2.95%	December 19, 2032
Total term loans	1,847,726
Senior Secured Notes
October 2021	335,316		4.06%	January 15, 2027
December 2024	450,000	(3)	8.14%	December 1, 2029
Total senior secured notes	785,316
Convertible Notes
Convertible Notes(4)	266,157		5.79%	March 15, 2027
Total corporate financings	2,899,199

All values are in US Dollars.

(1)The B-6 Term Loan and B-7 Term Loan borrowings are subject to a benchmark interest rate floor of 0.50%.

(2)Includes issue discounts, transaction expenses, and/or issuance costs, as applicable, that are amortized through

interest expense over the life of each respective financing.

(3)Represents the stated coupon rate of the notes. We have entered into an interest rate swap that effectively converts

our fixed rate exposure to a SOFR + 3.95% floating rate exposure. Refer to Note 12 to our consolidated financial

statements for further information.

(4)The conversion price of the Convertible Notes is $36.27, which represents the price of class A common stock per

share based on a conversion rate of 27.5702. The conversion rate represents the number of shares of class A

common stock issuable per $1,000 principal amount of Convertible Notes. The cumulative dividend threshold has

not been exceeded as of December 31, 2025.

Subsequent to December 31, 2025, we borrowed an additional $770.8 million under a B-9 Term Loan, the proceeds of

which were used, among other things, to repay all $695.8 million in principal outstanding under the B-6 Term Loan. The

B-9 Term Loan bears interest at SOFR + 2.50% and matures in December 2030.

Refer to Note 2, Note 11, Note 12, and Note 13 to our consolidated financial statements for further discussion of our Term

Loans, Senior Secured Notes, and Convertible Notes.

Floating Rate Loan Portfolio

Generally, our business model is such that rising interest rates will increase our net income, while declining interest rates

will decrease net income. As of December 31, 2025, 97% of our loans by principal balance earned a floating rate of

interest, primarily indexed to SOFR, and were financed with liabilities that pay interest at floating rates, which resulted in

an amount of net equity that is positively correlated to rising interest rates, subject to the impact of interest rate floors on

certain of our floating rate loans.

Our liabilities are generally currency and index-matched to each collateral asset, resulting in a net exposure to movements

in benchmark rates that varies by currency silo based on the relative proportion of floating rate assets and liabilities.

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The following table details our investment portfolio’s exposure to interest rates by currency as of December 31, 2025

(amounts in thousands):

	USD	GBP	EUR	All Other(1)
Floating rate loans(2)(3)(4)(5)	$9,233,374	£2,567,825	€2,306,783	$2,070,773
Floating rate portfolio financings(2)(5)(6)(7)	(7,040,676)	(1,955,583)	(1,659,014)	(1,654,518)
Floating rate corporate financings(8)	(2,297,726)	—	—	—
Net floating rate exposure	$(105,028)	£612,242	€647,769	$416,255
Net floating rate exposure in USD(8)	$(105,028)	$824,996	$760,869	$416,255

(1)Includes Australian Dollar, Canadian Dollar, and Swedish Krona currencies.

(2)Our floating rate loans and related liabilities are currency and index-matched to the applicable benchmark rate

relevant in each arrangement.

(3)Excludes $181.5 million of principal balance on floating rate impaired loans.

(4)Our loan agreements generally require our borrowers to purchase interest rate caps, which mitigates our borrowers’

exposure to an increase in interest rates.

(5)Excludes amounts related to our investments in unconsolidated entities.

(6)Includes amounts outstanding under secured debt, securitizations, and asset-specific debt. Excludes amounts related

to the indebtedness of unconsolidated entities.

(7)Excludes an interest rate swap with a $35.6 million notional amount that effectively converts our floating rate

liability to a fixed rate liability to align with the financed fixed rate loan exposure.

(8)Includes amounts outstanding under Term Loans and the Senior Secured Notes due 2029. In connection with the

issuance of the Senior Secured Notes due 2029, we entered into an interest rate swap with a notional amount of

$450.0 million to effectively convert our fixed rate exposure to floating rate exposure for such notes.

(9)Represents the U.S. dollar equivalent as of December 31, 2025.

In addition to the risks related to fluctuations in cash flows and asset values associated with movements in interest rates,

there is also the risk of non-performance on floating rate assets. In the case of a significant increase in interest rates, the

cash flows of the collateral real estate assets may not be sufficient to pay debt service due under our loans, which may

contribute to non-performance or, in severe cases, default. This risk is partially mitigated by our consideration of rising rate

stress-testing during our underwriting process, which generally includes a requirement for our borrower to purchase an

interest rate cap contract with an unaffiliated third party, provide an interest reserve deposit, and/or provide interest

guarantees or other structural protections.

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IV. Our Results of Operations

Operating Results

The following table sets forth information regarding our consolidated results of operations for the years ended

December 31, 2025 and 2024 ($ in thousands, except per share data):

	Year Ended December 31,		Change
	2025	2024	$
Income from loans and other investments
Interest and related income	$1,356,401	$1,769,043	$(412,642)
Less: Interest and related expenses	988,947	1,289,972	(301,025)
Income from loans and other investments, net	367,454	479,071	(111,617)
Revenue from owned real estate	184,980	13,040	171,940
Gain on extinguishment of debt	—	5,352	(5,352)
Other income	400	1,064	(664)
Total net revenues	552,834	498,527	54,307
Expenses
Management and incentive fees	67,554	74,792	(7,238)
General and administrative expenses	52,180	53,922	(1,742)
Expenses from owned real estate	215,578	22,060	193,518
Other expenses	6	5,663	(5,657)
Total expenses	335,318	156,437	178,881
Increase in current expected credit loss reserve	(112,486)	(538,801)	426,315
Income (loss) from unconsolidated entities	8,307	(2,748)	11,055
Income (loss) before income taxes	113,337	(199,459)	312,796
Income tax provision	3,668	2,374	1,294
Net income (loss)	109,669	(201,833)	311,502
Net income attributable to non-controlling interests	(100)	(2,255)	2,155
Net income (loss) attributable to Blackstone Mortgage Trust, Inc.	$109,569	$(204,088)	$313,657
Net income (loss) per share of common stock, basic and diluted	$0.64	$(1.17)	$1.81
Weighted-average shares of common stock outstanding, basic<br><br>and diluted	170,961,564	173,782,523	(2,820,959)
Dividends declared per share	$1.88	$2.18	$(0.30)

Income from loans and other investments, net

Income from loans and other investments, net decreased $111.6 million during the year ended December 31, 2025

compared to the year ended December 31, 2024. The decrease was primarily due to (i) a $3.5 billion decrease in the

weighted-average principal balance of our loan portfolio during the year ended December 31, 2025 compared to the year

ended December 31, 2024, and (ii) a decline in interest income related to additional loans accounted for under the cost-

recovery method or loans that are now accounted for as owned real estate assets during the year ended December 31, 2025.

This was offset by a $2.1 billion decrease in the weighted-average principal balance of our outstanding financing

arrangements for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Revenue from owned real estate

Revenue from owned real estate increased by $171.9 million during the year ended December 31, 2025, primarily due to

the acquisition of five additional owned real estate assets.

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Gain on extinguishment of debt

Gain on extinguishment of debt decreased by $5.4 million during the year ended December 31, 2025 compared to the year

ended December 31, 2024. During the year ended December 31, 2025, we did not recognize any gains on extinguishment

of debt. During the year ended December 31, 2024, we recognized an aggregate gain on extinguishment of debt of

$5.4 million related to the repurchase of an aggregate principal amount of $33.8 million, $30.8 million, and $2.3 million, of

our Convertible Notes, the Senior Secured Notes due 2027, and B-1 Term Loan, respectively.

Expenses

Expenses include management and incentive fees payable to our Manager, general and administrative expenses, expenses

from owned real estate, and other expenses. Expenses increased by $178.9 million during the year ended December 31,

2025 compared to the year ended December 31, 2024 primarily due to a $193.5 million increase in expenses from owned

real estate due to the acquisition or consolidation of five additional owned real estate assets. This was partially offset by (i)

a decrease of $7.2 million of management fees payable to our Manager, driven primarily by lower Distributable Earnings

and repurchases of class A common shares, both of which decrease Equity, as defined in our Management Agreement, (ii)

a $5.7 million decrease in other expenses, which represented a contingent liability recorded during the year ended

December 31, 2024 related to the sale of a loan, and (iii) a $1.7 million decrease in general and administrative expenses.

These decreases were partially offset by an increase in other operating expenses and professional fees, primarily due to an

increase in loan originations during the year ended December 31, 2025 compared to the year ended December 31, 2024.

Changes in current expected credit loss reserve

During the year ended December 31, 2025, we recorded a $112.5 million increase in our CECL reserves, as compared to a

$538.8 million increase during the year ended December 31, 2024. This increase primarily relates to an increase in our

general CECL reserve primarily as a result of an increase in the historical loss rate used in reserve calculations related to

the additional charge-offs of CECL reserves during the year ended December 31, 2025, as well as additional loans that

were impaired during the year ended December 31, 2025.

We may be required to record further increases to our CECL reserves in the future, depending on the performance of our

loan portfolio and changes in broader market conditions, and there may be volatility in the level of our CECL reserves. In

particular, our loans secured by office buildings have experienced higher levels of CECL reserves and may continue to do

so if market conditions relevant to office buildings do not improve. Any such reserve increases are difficult to predict, but

are expected to be primarily the result of incremental loan impairments resulting from changes in the specific credit quality

factors of such loans and to be concentrated in our loans receivable with a risk rating of “4” as of December 31, 2025.

Income (loss) from unconsolidated entities

During the year ended December 31, 2025, we recorded income from unconsolidated entities of $8.3 million compared to a

loss of $2.7 million during the year ended December 31, 2024. The increase was primarily due to income generated by our

Bank Loan Portfolio Joint Venture, which acquired two loan portfolios during the year ended December 31, 2025. The loss

during the year ended December 31, 2024 represented our share of the start-up costs that were incurred related to our Net

Lease Joint Venture. The Bank Loan Portfolio Joint Venture did not exist during the year ended December 31, 2024.

Income tax provision

The income tax provision increased by $1.3 million during the year ended December 31, 2025 as compared to the year

ended December 31, 2024, due to an increase in the income tax provisions related to our taxable REIT subsidiaries.

Dividends per share

During the year ended December 31, 2025, we declared dividends of $1.88 per share, or $320.6 million in aggregate.

During the year ended December 31, 2024, we declared dividends of $2.18 per share, or $377.8 million in aggregate.

Refer to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our

Annual Report on Form 10-K for the year ended December 31, 2024 for discussion of our consolidation results of

operations for the year ended December 31, 2024 compared to the year ended December 31, 2023.

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The following table sets forth information regarding our consolidated results of operations for the three months ended

December 31, 2025 and September 30, 2025 ($ in thousands, except per share data):

	Three Months Ended		Change
	December 31, 2025	September 30, 2025	$
Income from loans and other investments
Interest and related income	$318,848	$345,959	$(27,111)
Less: Interest and related expenses	234,932	247,055	(12,123)
Income from loans and other investments, net	83,916	98,904	(14,988)
Revenue from owned real estate	75,402	33,733	41,669
Other income	5	74	(69)
Total net revenues	159,323	132,711	26,612
Expenses
Management and incentive fees	16,434	16,849	(415)
General and administrative expenses	13,243	12,747	496
Expenses from owned real estate	78,380	43,100	35,280
Other expenses	—	6	(6)
Total expenses	108,057	72,702	35,355
(Increase) decrease in current expected credit loss reserve	(18,375)	987	(19,362)
Income from unconsolidated entities	7,272	3,924	3,348
Income before income taxes	40,163	64,920	(24,757)
Income tax provision	535	1,512	(977)
Net income	39,628	63,408	(23,780)
Net income attributable to non-controlling interests	(68)	(11)	(57)
Net income attributable to Blackstone Mortgage Trust, Inc.	$39,560	$63,397	$(23,837)
Net income per share of common stock, basic and diluted	$0.24	$0.37	$(0.13)
Weighted-average shares of common stock outstanding, basic<br><br>and diluted	168,167,576	171,812,685	(3,645)
Dividends declared per share	$0.47	$0.47	$—

Income from loans and other investments, net

Income from loans and other investments, net decreased $15.0 million during the three months ended December 31, 2025

compared to the three months ended September 30, 2025. The decrease was primarily driven by (i) a $677.5 million

decrease in the weighted-average principal balance of our loan portfolio during the three months ended December 31, 2025

compared to the three months ended September 30, 2025, and (ii) a $3.8 million decrease as a result of the receipt of

unaccrued default interest upon repayment of a loan that was previously in maturity default during the three months ended

September 30, 2025. This was offset by a decrease in the weighted-average principal balance of our outstanding financing

arrangements by $154.3 million during the three months ended December 31, 2025.

Revenue from owned real estate

Revenue from owned real estate increased by $41.7 million during the three months ended December 31, 2025 compared

to the three months ended September 30, 2025. The increase was primarily due to the acquisition or consolidation of two

additional owned real estate assets in September, as the three months ended December 31, 2025 reflected a full quarter of

income recognition compared to a partial period during the three months ended September 30, 2025. The seasonality of the

operations at our hospitality assets also contributed to the increase.

Expenses

Expenses include management and incentive fees payable to our Manager, general and administrative expenses, expenses

from owned real estate, and other expenses. Expenses increased by $35.4 million during the three months ended

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December 31, 2025 compared to the three months ended September 30, 2025, primarily due to a $35.3 million increase in

expenses from owned real estate as a result of the acquisition of two additional owned real estate assets in September. The

three months ended December 31, 2025 reflected a full quarter of expense recognition compared to a partial period during

the three months ended September 30, 2025.

Changes in current expected credit loss reserve

During the three months ended December 31, 2025, we recorded an $18.4 million increase in our CECL reserves, as

compared to a $987,000 decrease during the three months ended September 30, 2025. The increase during the three months

ended December 31, 2025 is primarily due to (i) an increase in our asset-specific CECL reserves, driven by increases on

certain of our existing impaired loans, and (ii) an increase in our general CECL reserves driven by an increase in the

historical loss rate used in reserve calculations related to the additional CECL charge-offs.

We may be required to record further increases to our CECL reserves in the future, depending on the performance of our

loan portfolio and changes in broader market conditions, and there may be volatility in the level of our CECL reserves. In

particular, our loans secured by office buildings have experienced higher levels of CECL reserves and may continue to do

so if market conditions relevant to office buildings do not improve. Any such reserve increases are difficult to predict, but

are expected to be primarily the result of incremental loan impairments resulting from changes in the specific credit quality

factors of such loans and to be concentrated in our loans receivable with a risk rating of “4” as of December 31, 2025.

Income from unconsolidated entities

During the three months ended December 31, 2025, we recorded income from unconsolidated entities of $7.3 million

compared to income of $3.9 million during the three months ended September 30, 2025. This increase was primarily due to

our share of income from our Bank Loan Portfolio Joint Venture as the three months ended December 31, 2025 reflected a

full quarter of income recognition related to the portfolio our Bank Loan Portfolio Joint Venture acquired in September.

Income tax provision

The income tax provision decreased by $977,000 during the three months ended December 31, 2025 compared to the three

months ended September 30, 2025, primarily due to a decrease in the income tax provisions related to our taxable REIT

subsidiaries.

Dividends per share

During the three months ended December 31, 2025, we declared dividends of $0.47 per share, or $79.1 million in

aggregate. During the three months ended September 30, 2025, we declared dividends of $0.47 per share, or $80.2 million

in aggregate.

V. Liquidity and Capital Resources

Capitalization

We have capitalized our business to date primarily through the issuance and sale of shares of our class A common stock,

corporate debt, and asset-level financings. As of December 31, 2025, our capitalization structure included $3.5 billion of

common equity, $2.9 billion of corporate debt, and $13.3 billion of asset-level financings. Our $2.9 billion of corporate

debt includes $1.8 billion of Term Loan borrowings, $785.3 million of Senior Secured Notes, and $266.2 million of

Convertible Notes. Our $13.3 billion of asset-level financings includes $10.1 billion of secured debt, $2.1 billion of

securitizations, and $999.8 million of asset-specific debt. Our asset-level financings are generally structured to provide

currency, index and term-matched financing without capital markets-based mark-to-market provisions.

As of December 31, 2025, we had $1.0 billion of liquidity that can be used to satisfy our short-term cash requirements and

as working capital for our business.

See Notes 7, 8, 9, 11, 12, and 13 to our consolidated financial statements for additional details regarding our secured debt,

securitized debt obligations, asset-specific debt, Term Loans, Senior Secured Notes, and Convertible Notes, respectively.

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Debt-to-Equity Ratio and Total Leverage Ratio

The following table presents our debt-to-equity ratio and total leverage ratio:

	December 31, 2025	December 31, 2024
Debt-to-equity ratio(1)(2)	3.9x	3.5x
Total leverage ratio(1)(3)	4.5x	4.0x

(1)The debt and leverage amounts included in the calculations above use gross outstanding principal balances,

excluding any unamortized deferred financing costs and discounts.

(2)Represents, in each case at period end, the ratio of (i) total outstanding secured debt, asset-specific debt, Term

Loans, Senior Secured Notes, and convertible notes, less cash, to (ii) total equity.

(3)Represents, in each case at period end, the ratio of (i) total outstanding secured debt, securitizations, asset-specific

debt, Term Loans, Senior Secured Notes, and convertible notes, less cash, to (ii) total equity.

Sources of Liquidity

Our primary sources of liquidity include cash and cash equivalents, available borrowings under our secured debt facilities,

and net receivables from servicers related to loan repayments, which are set forth in the following table ($ in thousands):

	December 31, 2025	December 31, 2024
Cash and cash equivalents	$452,526	$323,483
Available borrowings under secured debt	551,552	1,111,206
Loan principal payments held by servicer, net(1)	15,626	74,313
	$1,019,704	$1,509,002

(1)Represents loan principal payments held by our third-party servicer as of the balance sheet date, which were

remitted to us during the subsequent remittance cycle, net of the related secured debt balance.

During the year ended December 31, 2025, we generated cash flow from operating activities of $275.9 million and

received $6.2 billion from loan principal collections, sales proceeds, and cost-recovery proceeds. Furthermore, we are able

to generate incremental liquidity through provisions of certain of our CLOs, which allow us to effectively replace, for a

period of time, a repaid loan in the CLO with additional eligible CLO collateral to maintain the aggregate amount of

collateral assets in the CLO, and the related financing outstanding.

We have access to further liquidity through public and private offerings of equity and debt securities, syndicated term

loans, and similar transactions. To facilitate public offerings of securities, in July 2025, we filed a shelf registration

statement with the SEC that is effective for a term of three years and expires in July 2028. The amount of securities to be

issued pursuant to this shelf registration statement was not specified when it was filed and there is no specific dollar limit

on the amount of securities we may issue. The securities covered by this registration statement include: (i) class A common

stock; (ii) preferred stock; (iii) depositary shares representing preferred stock; (iv) debt securities; (v) warrants; (vi)

subscription rights; (vii) purchase contracts; and (viii) units consisting of one or more of such securities or any combination

of these securities. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be

described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

We may also access liquidity through our dividend reinvestment plan and direct stock purchase plan, under which

9,965,125 shares of class A common stock were available for issuance as of December 31, 2025, and our “at the market”

common stock offering program, pursuant to which we may sell, from time to time, up to $480.9 million of additional

shares of our class A common stock as of December 31, 2025. Refer to Note 15 to our consolidated financial statements for

additional details.

Uses of Liquidity

In addition to funding our lending and other investment activity and our general operating expenses, our primary uses of

liquidity include interest and principal payments with respect to our outstanding borrowings under secured debt, our asset-

specific debt, our Term Loans, our Senior Secured Notes, and our Convertible Notes. From time to time, we have

repurchased and may continue to repurchase our outstanding debt or shares of our class A common stock. Such

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repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and

other factors. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material.

In July 2024, our board of directors authorized the repurchase of up to $150.0 million of our class A common stock. In

October 2025, when the amount remaining available for repurchases under the program was $11.6 million, our board of

directors approved an amendment to the program to increase the amount available for repurchases under the program, as

amended, up to $150.0 million. Under the repurchase program, repurchases may be made from time to time in open market

transactions, in privately negotiated transactions, in agreements and arrangements structured in a manner consistent with

Rules 10b-18 and 10b5-1 under the Exchange Act or otherwise. The timing and the actual amounts repurchased will

depend on a variety of factors, including legal requirements, price and economic and market conditions. The repurchase

program may be changed, suspended or discontinued at any time and does not have a specified expiration date.

During the year ended December 31, 2025, we repurchased 6,010,699 shares of class A common stock at a weighted-

average price per share of $18.20, for a total cost of $109.4 million. As of December 31, 2025, the amount remaining

available for repurchases under the program was $149.6 million.

As of December 31, 2025, we had unfunded commitments of $1.2 billion related to 53 loans receivable and $754.8 million

of committed or identified financing for those commitments resulting in net unfunded commitments of $430.2 million. The

unfunded loan commitments comprise funding for capital expenditures and construction, leasing costs, and interest and

carry costs. Loan funding commitments are generally subject to certain conditions, including, without limitation, the

progress of capital projects, leasing, and cash flows at the properties securing our loans. Therefore, the exact timing and

amounts of such future loan fundings are uncertain and will depend on the current and future performance of the

underlying collateral assets. We expect to fund our loan commitments over the remaining term of the related loans, which

have a weighted-average future funding period of 2.0 years.

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Contractual Obligations and Commitments

Our contractual obligations and commitments as of December 31, 2025 were as follows ($ in thousands):

		Payment Timing
	Total<br><br>Obligation	Less Than<br><br>1 Year(1)	1 to 3<br><br>Years	3 to 5<br><br>Years	More Than<br><br>5 Years
Unfunded loan commitments(2)	$1,185,004	$232,586	$893,324	$48,469	$10,625
Principal repayments under secured debt(3)	10,125,839	1,850,706	4,839,252	3,400,281	35,600
Principal repayments under asset-specific debt(3)	999,810	—	413,175	586,635	—
Principal repayments of term loans(4)	1,847,726	11,531	23,062	1,148,133	665,000
Principal repayments of senior secured notes	785,316	—	335,316	450,000	—
Principal repayments of convertible notes(5)	266,157	—	266,157	—	—
Interest payments(3)(6)	2,165,451	761,361	931,195	472,880	15
Total(7)	$17,375,303	$2,856,184	$7,701,481	$6,106,398	$711,240

(1)Represents known and estimated short-term cash requirements related to our contractual obligations and

commitments. Refer to “Sources of Liquidity” above for information about our sources of funds to satisfy our short-

term cash requirements.

(2)The allocation of our unfunded loan commitments is based on the earlier of the commitment expiration date or the

final loan maturity date; however, we may be obligated to fund these commitments earlier than such date.

(3)Our secured debt and asset-specific debt agreements are generally term-matched to their underlying collateral.

Therefore, the allocation of both principal and interest payments under such agreements is generally allocated based

on the maximum maturity date of the collateral loans, assuming all extension options are exercised by the borrower.

In limited instances, the maturity date of the respective debt agreement is used.

(4)The Term Loans are partially amortizing, with an amount equal to 1.0% per annum of the initial principal balance

due in quarterly installments. Refer to Note 11 to our consolidated financial statements for further details on our

Term Loans.

(5)Reflects the outstanding principal balance of Convertible Notes, excluding any potential conversion premium. Refer

to Note 13 to our consolidated financial statements for further details on our Convertible Notes.

(6)Represents interest payments on our secured debt, asset-specific debt, Term Loans, Senior Secured Notes, and

Convertible Notes. Future interest payment obligations are estimated assuming the interest rates in effect as of

December 31, 2025 will remain constant into the future. This is only an estimate as actual amounts borrowed and

interest rates will vary over time.

(7)Total does not include $2.1 billion of consolidated securitized debt obligations, as the satisfaction of these liabilities

will not require cash outlays from us.

We are also required to settle our foreign exchange and interest rate derivatives with our derivative counterparties upon

maturity which, depending on foreign currency exchange and interest rate movements, may result in cash received from or

due to such counterparties. The table above does not include these amounts as they are not fixed and determinable. Refer to

Note 14 to our consolidated financial statements for details regarding our derivative contracts.

We are required to pay our Manager a base management fee, an incentive fee, and reimbursements for certain expenses

pursuant to our Management Agreement. The table above does not include the amounts payable to our Manager under our

Management Agreement as they are not fixed and determinable. Refer to Note 16 to our consolidated financial statements

for additional terms and details of the fees payable under our Management Agreement.

As a REIT, we generally must distribute substantially all of our net taxable income to stockholders in the form of dividends

to comply with the REIT provisions of the Internal Revenue Code. Our taxable income does not necessarily equal our net

income as calculated in accordance with GAAP, or our Distributable Earnings as described above.

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Cash Flows

The following table provides a breakdown of the net change in our cash and cash equivalents ($ in thousands):

	For the years ended December 31,
	2025	2024
Cash flows provided by operating activities	$275,873	$366,453
Cash flows provided by investing activities	359,405	3,497,089
Cash flows used in financing activities	(514,419)	(3,882,684)
Net increase (decrease) in cash and cash equivalents	$120,859	$(19,142)

We experienced a net increase in cash and cash equivalents of $120.9 million for the year ended December 31, 2025,

compared to a net decrease of $19.1 million for the year ended December 31, 2024. During the year ended December 31,

2025, we (i) received $6.2 billion from loan principal collections and sales proceeds, (ii) received $1.0 billion of net

proceeds from the issuance of a securitized debt obligation, and (iii) received a net $90.7 million under our secured term

loan borrowings. Also, during the year ended December 31, 2025, we (i) funded $5.6 billion of loans, (ii) repaid

$715.9 million of securitized debt obligations, (iii) paid $322.7 million of dividends on our class A common stock, (iv)

repaid a net $312.2 million of secured debt borrowings and asset-specific financings, (v) invested $207.1 million in

unconsolidated entities, and (vi) paid $109.5 million to repurchase shares of our class A common stock.

Refer to Note 3 to our consolidated financial statements for further discussion of our loan activity. Refer to Notes 7, 8, and

15 to our consolidated financial statements for further discussion of our secured debt, securitized debt obligations, and

equity, respectively.

VI. Other Items

Income Taxes

We have elected to be taxed as a REIT under the Internal Revenue Code for U.S. federal income tax purposes. We

generally must distribute annually at least 90% of our net taxable income, subject to certain adjustments and excluding any

net capital gain, in order for U.S. federal income tax not to apply to our earnings. To the extent that we satisfy this

distribution requirement, but distribute less than 100% of our net taxable income, we will be subject to U.S. federal income

tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual

amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal

tax laws.

Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Internal

Revenue Code, which relate to organizational structure, diversity of stock ownership, and certain restrictions with regard to

the nature of our assets and the sources of our income. Even if we qualify as a REIT, we may be subject to certain U.S.

federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification

as a REIT for any taxable year, we may be subject to material penalties as well as federal, state, and local income tax on

our taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full

taxable years. As of December 31, 2025 and December 31, 2024, we were in compliance with all REIT requirements.

Furthermore, our taxable REIT subsidiaries are subject to federal, state, and local income tax on their net taxable income.

Refer to Note 17 to our consolidated financial statements for further discussion of our income taxes.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial

statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us

to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related

disclosure of contingent assets and liabilities. Actual results could differ from these estimates. We evaluated our critical

accounting policies and believe them to be appropriate. The following is a summary of our significant accounting policies

that we believe are the most affected by our judgments, estimates, and assumptions:

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Current Expected Credit Losses

The current expected credit loss, or CECL, reserve required under the FASB Accounting Standards Codification, or ASC,

Topic 326 “Financial Instruments – Credit Losses,” or ASC 326, reflects our current estimate of potential credit losses

related to our portfolio. We estimate our CECL reserves primarily using the Weighted-Average Remaining Maturity, or

WARM method, which has been identified as an acceptable loss-rate method for estimating CECL reserves in the Financial

Accounting Standards Board Staff Q&A Topic 326, No. 1. Estimating the CECL reserve requires judgment, including the

following assumptions:

•Historical loan loss reference data: To estimate the historic loan losses relevant to our portfolio, we have

augmented our historical loan performance with market loan loss data licensed from Trepp LLC. This database

includes commercial mortgage-backed securities, or CMBS, issued since January 1, 1999 through November 30,

2025. Within this database, we focused our historical loss reference calculations on the most relevant subset of

available CMBS data, which we determined based on loan metrics that are most comparable to our loan portfolio,

including asset type, geography, and origination loan-to-value, or LTV. We believe this CMBS data, which

includes month-over-month loan and property performance, is the most relevant, available, and comparable

dataset to our portfolio.

•Expected timing and amount of future loan fundings and repayments: Expected credit losses are estimated over

the contractual term of each loan, adjusted for expected repayments. As part of our quarterly review of our loan

portfolio, we assess the expected repayment date of each loan, which is used to determine the contractual term for

purposes of computing our CECL reserves. Additionally, the expected credit losses over the contractual period of

our loans are subject to the obligation to extend credit through our unfunded loan commitments. The CECL

reserve for unfunded loan commitments is adjusted quarterly, as we consider the expected timing of future

funding obligations over the estimated life of the loan. The considerations in estimating our CECL reserve for

unfunded loan commitments are similar to those used for the related outstanding loans receivable.

•Current credit quality of our portfolio: Our risk rating is our primary credit quality indicator in assessing our

CECL reserves. We perform a quarterly risk review of our portfolio of loans and assign each loan a risk rating

based on a variety of factors, including, without limitation, origination LTV, debt yield, property type, geographic

and local market dynamics, physical condition, cash flow volatility, leasing and tenant profile, loan structure and

exit plan, and project sponsorship.

•Expectations of performance and market conditions: Our CECL reserves are adjusted to reflect our estimation of

the current and future economic conditions that impact the performance of the commercial real estate assets

securing our loans. These estimations include unemployment rates, interest rates, expectations of inflation and/or

recession, and other macroeconomic factors impacting the likelihood and magnitude of potential credit losses for

our loans during their anticipated term. In addition to the CMBS data we have licensed from Trepp LLC, we have

also licensed certain macroeconomic financial forecasts to inform our view of the potential future impact that

broader economic conditions may have on our loan portfolio’s performance. We generally also incorporate

information from other sources, including information and opinions available to our Manager, to further inform

these estimations. This process requires significant judgments about future events that, while based on the

information available to us as of the balance sheet date, are ultimately indeterminate and the actual economic

condition impacting our portfolio could vary significantly from the estimates we made as of December 31, 2025.

•Impairment: impairment is indicated when it is deemed probable that we will not be able to collect all amounts

due to us pursuant to the contractual terms of the loan. Determining that a loan is impaired requires significant

judgment from management and is based on several factors including (i) the underlying collateral performance,

(ii) discussions with the borrower, (iii) borrower events of default, and (iv) other facts that impact the borrower’s

ability to pay the contractual amounts due under the terms of the loan. If a loan is determined to be impaired, we

record the impairment as a component of our CECL reserves by applying the practical expedient for collateral

dependent loans. The CECL reserves are assessed on an individual basis for these loans by comparing the

estimated fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. These

valuations require significant judgments, which include assumptions regarding capitalization rates, discount rates,

leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan

sponsorship, actions of other lenders, and other factors deemed relevant by us. Actual losses, if any, could

ultimately differ materially from these estimates. We only expect to charge off the impairment losses in our

consolidated financial statements prepared in accordance with GAAP if and when such amounts are deemed non-

recoverable. This is generally at the time a loan is repaid or foreclosed, or the underlying collateral assets are

otherwise consolidated. However, non-recoverability may also be concluded if, in our determination, it is nearly

certain that all amounts due will not be collected.

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These assumptions vary from quarter-to-quarter as our loan portfolio changes and market and economic conditions evolve.

The sensitivity of each assumption and its impact on the CECL reserves may change over time and from period to period.

During the year ended December 31, 2025, our CECL reserves decreased by $450.4 million, bringing our total reserves to

$296.1 million as of December 31, 2025. See Notes 2 and 3 to our consolidated financial statements for further discussion

of our CECL reserves.

Revenue Recognition

Interest income from our loans receivable portfolio is recognized over the life of each loan using the effective interest

method and is recorded on the accrual basis. Recognition of fees, premiums, and discounts associated with these

investments is deferred and recorded over the term of the loan as an adjustment to yield. Income accrual is generally

suspended for loans at the earlier of the date at which payments become 90 days past due or when, in our opinion, recovery

of income and principal becomes doubtful. Interest received is then recorded as income or as a reduction in the amortized

cost basis, based on the specific facts and circumstances, until accrual is resumed when the loan becomes contractually

current and performance is demonstrated to be resumed. In addition, for loans we originate, the related origination expenses

are deferred and recognized as a reduction to interest income; however, expenses related to loans we acquire are included

in general and administrative expenses as incurred.

The sources of revenue from our owned real estate assets, which is included in revenue from owned real estate on our

consolidated statements of operations, and the related revenue recognition policies are as follows:

Rental income primarily consists of base rent income arising from tenant leases at our office and multifamily properties.

We determine if an arrangement is a lease at contract inception, which is subject to the provisions of ASC 842. Base rent is

recognized on a straight-line basis over the life of the lease, including any rent steps or abatement provisions. We begin to

recognize revenue upon the acquisition of the related property or when a tenant takes possession of the leased space.

Other operating income primarily consists of income from our hospitality properties and tenant reimbursement income.

Revenue from our hospitality properties consists primarily of room revenue and food and beverage revenue. Room revenue

is recognized when the related room is occupied and other hospitality revenue is recognized when the service is rendered.

Tenant reimbursement income primarily consists of amounts due from tenants for costs related to common area

maintenance, real estate taxes, and other recoverable costs included in lease agreements.

We evaluate the collectibility of receivables related to rental revenue on an individual lease basis and exercise judgment in

assessing collectability considering the length of time a receivable has been outstanding, tenant credit-worthiness, payment

history, available information about the financial condition of the tenant, and current economic trends, among other factors.

Tenant receivables that are deemed uncollectible are recognized as a reduction to rental revenue.

Owned Real Estate

We may assume legal title, physical possession, or control of the collateral underlying a loan through a foreclosure, a deed-

in-lieu of foreclosure transaction, or a loan modification in which we receive an equity interest in and/or control over

decision-making at the property, resulting in us consolidating the real estate assets as VIEs. These real estate acquisitions

are classified as owned real estate, on our consolidated balance sheet and are initially recognized at fair value on the

acquisition date in accordance with the ASC Topic 805, “Business Combinations,” or ASC 805.

Upon acquisition of owned real estate assets, we assess the fair value of acquired tangible and intangible assets, which may

include land, buildings, tenant improvements, “above-market” and “below-market” leases, acquired in-place leases, other

identified intangible assets and assumed liabilities, as applicable, and allocate the fair value to the acquired assets and

assumed liabilities. We assess and consider fair value based on estimated cash flow projections that utilize discount and/or

capitalization rates that we deem appropriate, as well as other available market information. Estimates of future cash flows

are based on a number of factors, including the historical operating results, known and anticipated trends, and market and

economic conditions. We capitalize acquisition-related costs associated with asset acquisitions.

Real estate assets held for investment, except for land, are depreciated using the straight-line method over the assets’

estimated useful lives of up to 40 years for buildings, 15 years for land improvements, and 10 years for tenant

improvements. Renovations and/or replacements that improve or extend the life of the asset are capitalized and depreciated

over their estimated useful lives. Lease intangibles are amortized over the remaining term of applicable leases on a straight-

line basis. The cost of ordinary repairs and maintenance are expensed as incurred.

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Real estate assets held for investment are assessed for impairment on a quarterly basis. If the depreciated cost basis of the

asset exceeds the undiscounted cash flows over the remaining holding period, the asset is considered for impairment. The

impairment loss is recognized when the carrying value of the real estate assets exceed their fair value. The evaluation of

anticipated future cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental

rates, capital requirements and anticipated holding periods that could differ materially from actual results.

Real estate assets are classified as held for sale in the period when they meet the criteria under ASC Topic 360 “Property,

Plant, and Equipment.” Once a real estate asset is classified as held for sale, depreciation is suspended and the asset is

reported at the lower of its carrying value or fair value less cost to sell. If circumstances arise and we decide not to sell a

real estate asset previously classified as held for sale, the real estate asset is reclassified as held for investment. Upon

reclassification, the real estate asset is measured at the lower of (i) its carrying amount prior to classification as held for

sale, adjusted for depreciation expense that would have been recognized had the real estate been classified as held for

investment, and (ii) its estimated fair value at the time of reclassification.

As of December 31, 2025, we had 12 owned real estate assets that were all classified as held for investment.

115

VII. Loan Portfolio Details

The following table provides details of our loan portfolio, on a loan-by-loan basis, as of December 31, 2025 ($ in millions):

Senior Loan Portfolio(1)
	Property Type	Location	Origination<br><br>Date(2)	Total<br><br>Commitment(3)	Principal<br><br>Balance	Net Book<br><br>Value(4)	Cash<br><br>Coupon(5)			All-in<br><br>Yield(5)		Maximum<br><br>Maturity(6)	Loan Per<br><br>SQFT / Unit /<br><br>Key	Origination<br><br>LTV(2)	Risk<br><br>Rating
1	Mixed-Use	Dublin, IE	8/14/2019	$1,004	$957	$956	+3.20	%		+3.95	%	1/29/2027	$276 / sqft	74%	3
2	Hospitality	Diversified, AU	6/24/2022	883	883	878	+4.75	%		+4.93	%	6/21/2030	$402 / sqft	59%	3
3	Mixed-Use	Diversified, Spain	3/22/2018	529	529	529	+3.25	%		+3.31	%	3/15/2026	n / a	71%	4
4	Mixed-Use	Austin	6/28/2022	675	527	522	+4.60	%		+5.08	%	7/9/2029	$438 / sqft	53%	3
5	Industrial	Diversified, SE	3/30/2021	503	503	502	+3.20	%		+3.41	%	5/18/2027	$91 / sqft	76%	2
6	Self-Storage	Diversified, CAN	2/20/2025	455	455	455	+3.50	%		+3.50	%	2/9/2030	$159 / sqft	58%	2
7	Industrial	Diversified, US	10/28/2025	419	419	415	+2.65	%		+3.01	%	11/9/2030	$100 / sqft	78%	3
8	Mixed-Use	New York	12/9/2021	385	383	382	+2.76	%		+3.00	%	12/9/2026	$131 / sqft	50%	3
9	Industrial	Diversified, UK	4/7/2025	350	350	350	+2.55	%		+2.88	%	4/7/2030	$348 / sqft	67%	3
10	Multifamily	London, UK	12/23/2021	348	348	344	+4.25	%		+4.95	%	6/24/2028	$384,149 / unit	59%	3
11	Office	Chicago	12/11/2018	356	339	340	+1.75	%		+1.88	%	12/9/2026	$284 / sqft	78%	4
12	Industrial	Diversified, UK	5/15/2025	305	305	304	+2.70	%		+2.89	%	5/15/2028	$144 / sqft	69%	3
13	Industrial	Diversified, UK	5/6/2022	299	299	299	+3.50	%		+3.71	%	5/6/2027	$95 / sqft	53%	2
14	Other	Diversified, UK	1/11/2019	294	294	294	+5.19	%		+5.06	%	6/14/2028	$233 / sqft	74%	3
15	Office	Washington, DC	9/29/2021	293	293	292	+2.81	%		+3.05	%	10/9/2026	$382 / sqft	66%	2
16	Office	Seattle	1/26/2022	338	293	292	+4.10	%		+4.77	%	2/9/2027	$613 / sqft	56%	3
17	Industrial	Diversified, EUR	6/5/2025	249	249	246	+2.70	%		+2.97	%	7/19/2030	$67 / sqft	70%	3
18	Office	New York	4/11/2018	243	243	242	+2.25	%		+2.62	%	3/7/2028	$307 / sqft	52%	4
19	Multifamily	London, UK	7/16/2021	246	238	238	+3.25	%		+3.51	%	2/15/2027	$243,131 / unit	69%	3
20	Industrial	Diversified, UK	8/15/2025	276	232	229	+2.65	%		+3.13	%	10/1/2030	$204 / sqft	70%	3
21	Multifamily	Reno	2/23/2022	240	231	231	+2.60	%		+3.07	%	3/9/2027	$214,409 / unit	74%	3
22	Office	Berlin, DEU	6/27/2019	260	229	229	+1.00	%		+1.13	%	6/6/2030	$480 / sqft	62%	4
23	Industrial	Diversified, US	2/13/2025	225	208	206	+3.10	%		+3.49	%	3/9/2030	$710,091 / acre	62%	3
24	Industrial	Diversified, UK	3/28/2025	206	206	205	+2.45	%		+2.74	%	3/28/2030	$129 / sqft	69%	3
25	Industrial	Diversified, UK	4/11/2025	202	202	201	+2.40	%		+2.77	%	4/11/2030	$116 / sqft	69%	3
26	Office	New York	7/23/2021	244	184	184	-1.30	%	(7)	-1.03	%	8/9/2028	$596 / sqft	53%	4
27	Retail	Diversified, UK	3/9/2022	182	182	182	+2.75	%		+2.88	%	8/15/2028	$155 / sqft	55%	2
28	Multifamily	Dallas	1/27/2022	178	178	179	+3.10	%		+3.24	%	2/9/2027	$116,020 / unit	71%	4
29	Industrial	Diversified, EUR	12/17/2025	175	175	173	+3.25	%		+3.61	%	12/17/2030	$89 / sqft	66%	3
30	Hospitality	Los Angeles	3/7/2022	156	156	156	+3.45	%		+3.66	%	6/9/2026	$624,000 / key	64%	3

116

Senior Loan Portfolio(1)
	Property Type	Location	Origination<br><br>Date(2)	Total<br><br>Commitment(3)	Principal<br><br>Balance	Net Book<br><br>Value(4)	Cash<br><br>Coupon(5)		All-in<br><br>Yield(5)		Maximum<br><br>Maturity(6)	Loan Per<br><br>SQFT / Unit /<br><br>Key	Origination<br><br>LTV(2)	Risk<br><br>Rating
31	Self-Storage	London, UK	11/18/2021	$152	$152	$152	+3.25	%	+3.51	%	11/18/2026	$194 / sqft	65%	2
32	Office	Fort Lauderdale	1/7/2022	155	152	152	+3.70	%	+3.94	%	1/9/2027	$392 / sqft	55%	1
33	Multifamily	San Jose	4/2/2025	182	147	145	+2.35	%	+2.76	%	4/9/2030	$313,592 / unit	67%	3
34	Multifamily	Dublin, IE	12/15/2021	147	145	145	+2.75	%	+3.05	%	12/9/2026	$364,249 / unit	79%	3
35	Industrial	Diversified, UK	11/12/2025	154	144	143	+2.80	%	+3.21	%	11/7/2029	$125 / sqft	72%	3
36	Multifamily	Diversified, AU	1/10/2025	144	144	143	+3.85	%	+4.52	%	1/10/2028	$432,137 / unit	76%	3
37	Multifamily	Manchester, UK	6/30/2025	140	140	139	+2.30	%	+2.65	%	6/30/2029	$300,730 / unit	63%	3
38	Mixed-Use	New York	1/17/2020	183	140	139	+3.12	%	+3.44	%	2/9/2028	$110 / sqft	43%	3
39	Office	London, UK	12/20/2019	137	137	138	4.00	%	4.00	%	3/31/2029	$697 / sqft	68%	4
40	Office	Miami	12/10/2021	135	135	135	+3.11	%	+3.36	%	1/9/2027	$452 / sqft	49%	2
41	Office	Diversified, UK	11/23/2018	130	130	129	+3.50	%	+3.74	%	11/15/2029	$1,082 / sqft	50%	3
42	Multifamily	San Bernardino	9/14/2021	128	127	127	+2.81	%	+3.05	%	10/9/2026	$255,906 / unit	75%	3
43	Office	San Jose	8/24/2021	156	126	122	+2.71	%	+2.60	%	9/9/2028	$297 / sqft	65%	4
44	Multifamily	Miami	11/27/2024	125	125	124	+2.80	%	+3.17	%	12/9/2029	$260,417 / unit	71%	3
45	Retail	San Diego	8/27/2021	122	122	122	+3.11	%	+3.36	%	9/9/2026	$464 / sqft	58%	3
46	Life Sciences/	Boston	5/13/2021	143	122	122	3.25	%	3.25	%	9/9/2030	$608 / sqft	64%	4
47	Office	Houston	7/15/2019	136	120	120	+3.01	%	+3.22	%	8/9/2028	$218 / sqft	58%	3
48	Multifamily	Miami	6/1/2021	120	120	120	+2.96	%	+3.32	%	6/9/2026	$298,507 / unit	61%	3
49	Multifamily	Denver	11/26/2025	120	120	119	+2.35	%	+2.71	%	12/9/2030	$469,762 / unit	65%	3
50	Office	Miami	3/28/2022	120	119	119	+2.55	%	+2.79	%	4/9/2027	$313 / sqft	69%	3
51	Multifamily	Diversified, UK	3/29/2021	117	117	117	+4.02	%	+4.40	%	12/17/2026	$51,064 / unit	61%	3
52	Multifamily	Phoenix	12/29/2021	110	110	110	+2.85	%	+3.02	%	1/9/2027	$189,003 / unit	64%	3
53	Mixed-Use	New York	3/10/2020	110	110	110	+3.00	%	+3.00	%	7/11/2029	$669 / sqft	48%	2
54	Industrial	Diversified, FR	12/11/2025	107	107	106	+2.65	%	+3.00	%	12/11/2030	$71 / sqft	68%	3
55	Hospitality	Napa Valley	4/29/2022	106	106	106	+3.50	%	+3.85	%	2/18/2027	$1,116,719 / key	66%	3
56	Life Sciences/	Los Angeles	6/28/2019	106	106	105	+3.75	%	+4.03	%	2/1/2026	$531 / sqft	48%	4
57	Multifamily	Tampa	2/15/2022	106	106	105	+2.85	%	+3.11	%	3/9/2027	$241,972 / unit	73%	2
58	Office	Orange County	8/31/2017	105	105	105	+2.62	%	+2.62	%	9/9/2026	$162 / sqft	58%	4
59	Office	Chicago	9/30/2021	103	103	103	5.00	%	5.00	%	10/9/2029	$114 / sqft	43%	3
60	Multifamily	Washington, DC	11/17/2025	105	103	102	+2.50	%	+2.83	%	12/9/2030	$290,141 / unit	72%	3

117

Senior Loan Portfolio(1)
	Property Type	Location	Origination<br><br>Date(2)	Total<br><br>Commitment(3)	Principal<br><br>Balance	Net Book<br><br>Value(4)	Cash<br><br>Coupon(5)		All-in<br><br>Yield(5)		Maximum<br><br>Maturity(6)	Loan Per<br><br>SQFT / Unit /<br><br>Key	Origination<br><br>LTV(2)	Risk<br><br>Rating
61	Multifamily	Diversified, NL	3/27/2025	$100	$100	$100	+2.70	%	+2.97	%	3/31/2028	$121,144 / unit	62%	2
62	Multifamily	Dallas	10/15/2025	105	100	99	+2.60	%	+2.93	%	11/9/2030	$223,690 / unit	73%	3
63	Industrial	Diversified, US	5/22/2025	115	100	99	+3.00	%	+3.36	%	6/9/2030	$845,218 / acre	56%	3
64	Hospitality	Honolulu	1/30/2020	99	99	99	+3.50	%	+3.66	%	2/9/2027	$270,109 / key	63%	3
65	Hospitality	Diversified, Spain	9/30/2021	101	99	98	+4.00	%	+4.71	%	9/30/2026	$165,520 / key	60%	3
66	Industrial	New York	6/18/2021	99	99	98	+2.71	%	+2.96	%	7/9/2026	$51 / sqft	55%	1
67	Hospitality	Honolulu	3/13/2018	98	98	98	+3.11	%	+3.36	%	4/9/2027	$152,536 / key	50%	3
68	Multifamily	Miami	3/29/2022	98	98	98	+1.81	%	+2.21	%	4/9/2027	$272,563 / unit	75%	4
69	Multifamily	Phoenix	10/1/2021	98	98	98	+1.88	%	+1.97	%	1/19/2026	$225,940 / unit	77%	4
70	Retail	New York	9/24/2025	121	98	96	+3.35	%	+3.76	%	10/9/2030	$142 / sqft	56%	3
71	Industrial	Diversified, BE	3/7/2025	111	97	97	+2.75	%	+3.32	%	3/7/2030	$40 / sqft	57%	2
72	Multifamily	San Antonio	3/20/2025	97	97	96	+2.80	%	+3.16	%	4/9/2030	$449,074 / unit	72%	3
73	Multifamily	Philadelphia	10/28/2021	96	96	95	+3.00	%	+3.24	%	11/9/2026	$352,399 / unit	79%	3
74	Office	Washington, DC	12/21/2021	103	94	94	+2.70	%	+2.94	%	1/9/2027	$324 / sqft	68%	3
75	Multifamily	Seattle	9/13/2024	94	94	94	+3.25	%	+3.49	%	11/9/2027	$509,389 / unit	68%	3
76	Multifamily	Orlando	10/27/2021	93	93	93	+2.61	%	+2.85	%	11/9/2026	$155,612 / unit	75%	3
77	Hospitality	Boston	3/3/2022	92	92	92	+2.75	%	+2.99	%	3/9/2027	$418,182 / key	64%	3
78	Mixed-Use	San Francisco	6/14/2022	106	90	90	+2.95	%	+3.20	%	7/9/2027	$187 / sqft	76%	4
79	Hospitality	San Francisco	10/16/2018	88	88	88	+7.36	%	+7.36	%	5/9/2025	$191,807 / key	n/m	5
80	Multifamily	Charlotte	7/29/2021	82	82	82	+2.76	%	+3.25	%	8/9/2026	$223,735 / unit	78%	3
81	Hospitality	Diversified, US	8/27/2021	79	79	78	+4.60	%	+4.84	%	9/9/2026	$116,598 / key	67%	3
82	Multifamily	Tampa	12/21/2021	74	74	74	+2.70	%	+2.94	%	1/9/2027	$217,353 / unit	77%	3
83	Retail	Utrecht, NL	5/30/2025	73	73	73	+2.80	%	+3.16	%	5/30/2030	$173 / sqft	62%	3
84	Multifamily	Las Vegas	3/31/2022	68	68	68	+2.80	%	+3.04	%	4/9/2027	$149,295 / unit	71%	3
85	Multifamily	Miami	7/31/2025	68	68	67	+2.60	%	+2.96	%	8/9/2030	$229,730 / unit	72%	3
86	Office	Los Angeles	4/6/2021	62	62	62	6.00	%	6.00	%	1/9/2030	$254 / sqft	65%	2
87	Office	Nashville	6/30/2021	65	62	62	+2.95	%	+3.20	%	7/9/2026	$254 / sqft	71%	3
88	Hospitality	Bermuda	4/26/2024	69	61	61	+4.95	%	+5.62	%	5/9/2029	$693,780 / key	39%	2
89	Office	Fort Lauderdale	12/10/2020	61	60	60	+3.30	%	+3.54	%	1/9/2026	$209 / sqft	68%	2
90	Multifamily	Tacoma	10/28/2021	60	60	60	+2.95	%	+3.18	%	11/9/2027	$181,331 / unit	70%	3

118

Senior Loan Portfolio(1)
	Property Type	Location	Origination<br><br>Date(2)	Total<br><br>Commitment(3)	Principal<br><br>Balance	Net Book<br><br>Value(4)	Cash<br><br>Coupon(5)		All-in<br><br>Yield(5)		Maximum<br><br>Maturity(6)	Loan Per<br><br>SQFT / Unit /<br><br>Key	Origination<br><br>LTV(2)	Risk<br><br>Rating
91	Multifamily	Salt Lake City	7/30/2021	$58	$58	$58	+2.95	%	+3.22	%	8/9/2027	$210,527 / unit	73%	3
92	Multifamily	Phoenix	12/17/2021	58	58	58	+2.65	%	+2.85	%	1/9/2027	$209,601 / unit	69%	3
93	Office	New York	5/28/2025	68	58	57	+3.25	%	+3.66	%	6/9/2030	$377 / sqft	60%	2
94	Office	Miami	6/14/2021	58	58	58	+2.30	%	+2.30	%	3/9/2027	$122 / sqft	65%	2
95	Industrial	Minneapolis	12/12/2024	61	57	57	+2.85	%	+3.23	%	1/9/2030	$81 / sqft	59%	3
96	Multifamily	Atlanta	10/17/2025	57	56	56	+2.30	%	+2.57	%	11/9/2030	$212,121 / unit	64%	3
97	Office	Denver	8/5/2021	56	55	55	+2.96	%	+3.21	%	8/9/2026	$206 / sqft	70%	3
98	Office	Denver	4/7/2022	57	54	54	+3.25	%	+3.50	%	4/9/2027	$160 / sqft	59%	3
99	Industrial	Diversified, US	12/14/2018	54	54	54	+3.01	%	+3.41	%	1/9/2027	$40 / sqft	57%	1
100	Multifamily	Los Angeles	7/28/2021	53	53	53	+2.75	%	+3.12	%	8/9/2026	$299,828 / unit	71%	3
101	Self-Storage	Diversified, US	2/18/2025	53	53	52	+3.10	%	+3.47	%	3/9/2030	$90 / sqft	67%	3
102	Office	Los Angeles	8/22/2019	52	52	52	+2.66	%	+2.91	%	3/9/2027	$302 / sqft	63%	4
103	Multifamily	Melbourne, AU	6/13/2025	244	51	49	+4.75	%	+6.54	%	8/8/2029	$107,255 / unit	76%	3
104	Multifamily	Denver	3/19/2025	51	51	51	+2.60	%	+2.92	%	5/9/2030	$221,739 / unit	64%	3
105	Hospitality	Waimea	2/27/2025	50	50	50	+2.80	%	+2.92	%	2/9/2030	$823,353 / key	52%	2
106	Mixed-Use	New York	6/25/2025	221	50	48	+3.75	%	+4.36	%	12/25/2028	$88,816 / unit	44%	3
107	Multifamily	Los Angeles	7/20/2021	48	48	48	+2.86	%	+3.11	%	8/9/2026	$366,412 / unit	60%	3
108	Multifamily	Dallas	12/23/2025	45	45	44	5.74	%	6.45	%	1/1/2031	$148,333 / unit	77%	3
109	Multifamily	Columbus	12/8/2021	44	44	44	+2.75	%	+2.99	%	12/9/2026	$144,479 / unit	69%	2
110	Multifamily	Dublin, IE	12/8/2025	41	41	41	+2.65	%	+2.87	%	12/2/2030	$357,487 / unit	73%	3
111	Multifamily	Las Vegas	3/31/2022	39	39	39	+2.80	%	+3.04	%	4/9/2027	$155,163 / unit	72%	3
112	Multifamily	Savannah	10/10/2025	40	38	37	+2.85	%	+2.94	%	11/9/2030	$241,935 / unit	69%	3
113	Office	Diversified, AU	5/8/2025	35	35	35	+3.80	%	+3.98	%	5/8/2028	$402 / sqft	75%	3
114	Multifamily	Los Angeles	3/1/2022	35	35	35	+3.00	%	+3.24	%	3/9/2027	$376,344 / unit	72%	3
115	Office	Atlanta	5/27/2025	41	34	33	+3.65	%	+4.00	%	6/9/2030	$115 / sqft	39%	2
116	Mixed-Use	New York	2/21/2025	24	24	24	+3.25	%	+3.52	%	3/9/2030	$775 / sqft	59%	3
117	Multifamily	Las Vegas	8/4/2021	22	22	22	+2.86	%	+3.11	%	8/9/2026	$180,000 / unit	73%	3
118	Office	Austin	4/15/2021	24	21	21	+3.06	%	+3.14	%	12/9/2029	$151 / sqft	40%	2
119	Multifamily	Atlanta	5/9/2025	22	21	21	+2.85	%	+2.94	%	5/9/2030	$205,882 / unit	65%	3
Subtotal: Senior loan portfolio				$18,803	$17,717	$17,653	+3.14		+3.44		2.5 yrs		65%	3.0

119

Subordinate Loan Portfolio(8)
	Property Type	Location	Origination<br><br>Date(2)	Total<br><br>Commitment(3)	Principal<br><br>Balance	Net BookValue(4)		All-in<br><br>Yield(5)		Maximum<br><br>Maturity(6)	Loan Per<br><br>SQFT / Unit /<br><br>Key	Origination<br><br>LTV(2)	Risk<br><br>Rating
120	Office	Los Angeles	11/22/2019	127	117	117	%	+2.50	%	12/9/2027	$803 / sqft	69%	4
121	Office	Orange County	8/31/2017	64	58	41	(9)	n/m		9/9/2026	$334 / sqft	n/m	5
122	Life Sciences/<br><br>Studio	San Francisco	11/10/2021	72	57	57	%	+8.92	%	12/9/2026	$529 / sqft	66%	4
123	Industrial	Diversified, US	3/10/2025	56	56	56	%	+5.12	%	3/9/2030	$118 / sqft	70%	3
124	Multifamily	Los Angeles	12/30/2021	42	35	35	%	+9.11	%	1/9/2030	$490,296 / unit	50%	3
125	Multifamily	London, UK	7/18/2025	30	30	29	%	+9.38	%	7/5/2030	$753,635 / unit	69%	3
126	Office	Austin	4/15/2021	24	24	20	(9)	n/m		12/9/2029	$375 / sqft	n/m	5
127	Hospitality	Miami	5/2/2025	23	20	19	%	+10.27	%	5/9/2030	$880,101 / key	53%	3
128	Mixed-Use	New York	5/20/2025	28	17	17	%	10.06	%	10/1/2034	$1,038 / sqft	59%	3
129	Office	London, UK	12/20/2019	14	14	14	(9)	n/m		3/31/2029	$852 / sqft	n/m	5
130	Office	Chicago	9/30/2021	44	11	11	(9)	n/m		10/9/2029	$157 / sqft	n/m	5
131	Life Sciences/<br><br>Studio	Boston	5/13/2021	15	—	—	(9)	n/m		9/9/2030	$910 / sqft	n/m	5
Subtotal: subordinate loan portfolio				$537	$438	416		+6.21		3.1 yrs		65%	3.8
Subtotal: loans receivable portfolio				$19,340	$18,155	18,069
Total CECL reserve						(284)
Total loans receivable portfolio				$19,340	$18,155	17,785	%	+3.39	%	2.5 yrs		65%	3.0

All values are in US Dollars.

(1)Senior loans include senior mortgages and similar credit quality loans, including related contiguous subordinate loans and pari passu participations in senior mortgage

loans.

(2)Date loan was originated or acquired by us, and the LTV as of such date, excluding any loans that are impaired.

(3)Total commitment reflects outstanding principal balance as well as any related unfunded loan commitment.

(4)Net book value represents outstanding principal balance, net of purchase and sale discounts or premiums, exit fees, deferred origination expenses, and cost-recovery

proceeds.

(5)The weighted-average cash coupon and all-in yield are expressed as a spread over the relevant floating benchmark rates, which include SOFR, SONIA, EURIBOR,

CORRA, and other indices as applicable to each loan. As of December 31, 2025, 97% of our loans by principal balance earned a floating rate of interest, primarily indexed

to SOFR. The remaining 3% of our loans by principal balance earned a fixed rate of interest. In addition to cash coupon, all-in yield includes the amortization of deferred

origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. Excludes loans accounted for under the cost-recovery and

nonaccrual methods, if any.

(6)Maximum maturity assumes all extension options are exercised; however, our loans may be repaid prior to such date. Excludes loans accounted for under the cost-

recovery and nonaccrual methods, if any.

(7)This loan has an interest rate of SOFR minus 1.30% with a SOFR floor of 3.50%, for an all-in rate of 2.39% as of December 31, 2025.

(8)Subordinate loans include: (i) loans in which we have previously originated a whole loan and sold a senior mortgage interest to a third party, resulting in these subordinate

interests in mortgages, (ii) mezzanine loans, and (iii) the subordinate portion of loans that have been modified that have resulted in a restructured senior loan and a

subordinate loan.

(9)These subordinate loans are the result of a loan modification which resulted in a restructured senior loan and a subordinate loan. Each of the subordinate loans are

accounted for under the cost-recovery method.

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ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Investment Portfolio Net Interest Income

Generally, our business model is such that rising interest rates will increase our net income, while declining interest rates

will decrease net income. As of December 31, 2025, 97% of our loans by principal balance earned a floating rate of

interest, primarily indexed to SOFR, and were financed with liabilities that pay interest at floating rates, which resulted in

an amount of net equity that is positively correlated to changing interest rates, subject to the impact of interest rate floors on

certain of our floating rate loans.

The following table projects the impact on our net interest income, presented net of implied changes in incentive fees, for

the twelve-month period following December 31, 2025, of an increase in the various floating-rate indices referenced by our

portfolio, assuming no change in credit spreads, portfolio composition, or asset performance, relative to the average indices

during the three months ended December 31, 2025 ($ in thousands):

	Assets (Liabilities)<br><br>Sensitive to<br><br>Changes in<br><br>Interest Rates(1)	Interest Rate Sensitivity as of December 31, 2025(2)(3)
		Increase in Rates		Decrease in Rates
		50 Basis Points	100 Basis Points	50 Basis Points	100 Basis Points
Floating rate assets(4)(5)(6)	$17,473,838	$69,479	$139,298	$(68,749)	$(127,037)
Floating rate liabilities(5)(6)(7)	(15,576,746)	(62,307)	(124,614)	62,307	124,614
Net exposure	$1,897,092	$7,172	$14,684	$(6,442)	$(2,423)

(1)Reflects the USD equivalent value of floating rate assets and liabilities denominated in foreign currencies.

(2)Increases (decreases) in interest income and expense are presented net of theoretical impact of incentive fees. Refer

to Note 16 to our consolidated financial statements for additional details of our incentive fee calculation.

(3)Excludes income from loans accounted for under the cost-recovery method.

(4)Excludes $181.5 million of principal balance on floating rate impaired loans.

(5)Our loan agreements generally require our borrowers to purchase interest rate caps, which mitigates our borrowers’

exposure to an increase in interest rates.

(6)Excludes amounts related to our investments in unconsolidated entities.

(7)Includes amounts outstanding under our secured debt, securitizations, asset-specific debt, Term Loans, and Senior

Secured Notes due 2029, for which we entered into an interest rate swap with a notional amount of $450.0 million

that effectively converts our fixed rate exposure to floating rate exposure for such notes. Excludes amounts related to

the indebtedness of our unconsolidated entities.

Investment Portfolio Value

As of December 31, 2025, 97% of our loans by principal balance earned a floating rate of interest, so the value of such

investments is generally not impacted by changes in market interest rates. Additionally, we generally hold all of our loans

to maturity and so do not expect to realize gains or losses resulting from any mark to market valuation adjustments on our

loan portfolio.

Risk of Non-Performance

In addition to the risks related to fluctuations in cash flows and asset values associated with movements in interest rates,

there is also the risk of non-performance on floating rate assets. In the case of a significant increase in interest rates, the

cash flows of the collateral real estate assets may not be sufficient to pay debt service due under our loans, which may

contribute to non-performance or, in severe cases, default. This risk is partially mitigated by our consideration of rising rate

stress-testing during our underwriting process, which generally includes a requirement for our borrower to purchase an

interest rate cap contract with an unaffiliated third party, provide an interest reserve deposit, and/or provide interest

guarantees or other structural protections.

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Credit Risks

Our loans are subject to credit risk, including the risk of default. The performance and value of our loans depend upon the

borrowers’ ability to operate the properties that serve as our collateral so that they produce cash flows adequate to pay

interest and principal due to us. To monitor this risk, our asset management team reviews our loan portfolios and, in certain

instances, is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as

necessary.

In addition, we are exposed to the risks generally associated with the commercial real estate market, including changes in

occupancy rates, capitalization rates, absorption rates, and other macroeconomic factors beyond our control. We seek to

manage these risks through our underwriting and asset management processes.

We maintain a robust asset management relationship with our borrowers and utilize these relationships to maximize the

performance of our portfolio, including during periods of volatility. We believe that we benefit from these relationships and

from our long-standing core business model of originating senior loans collateralized by large assets in major markets with

experienced, well-capitalized institutional sponsors. While we believe the principal amounts of our loans are generally

adequately protected by underlying collateral value, there is a risk that we will not realize the entire principal value of

certain loans. As of December 31, 2025, we had an aggregate $87.3 million asset-specific CECL reserve related to six of

our loans receivable, with an aggregate amortized cost basis of $174.6 million, net of cost-recovery proceeds. This CECL

reserve was recorded based on our estimation of the fair value of each of the loan’s underlying collateral as of

December 31, 2025.

Our portfolio monitoring and asset management operations benefit from the deep knowledge, experience, and information

advantages derived from our position as part of Blackstone’s real estate platform. Blackstone has built the world's

preeminent global real estate business, with a proven track record of successfully navigating market cycles and emerging

stronger through periods of volatility. The market-leading real estate expertise derived from the strength of the Blackstone

platform deeply informs our credit and underwriting process, and we believe gives us the tools to expertly asset manage

our portfolio and work with our borrowers throughout periods of economic stress and uncertainty.

Capital Market Risks

We are exposed to risks related to the equity capital markets, and our related ability to raise capital through the issuance of

our class A common stock or other equity instruments. We are also exposed to risks related to the debt capital markets, and

our related ability to finance our business through borrowings under credit facilities or other debt instruments. As a REIT,

we are required to distribute a significant portion of our taxable income annually, which constrains our ability to

accumulate operating cash flow and therefore requires us to utilize debt or equity capital to finance our business. We seek

to mitigate these risks by monitoring the debt and equity capital markets to inform our decisions on the amount, timing, and

terms of capital we raise.

Our master repurchase agreements and secured credit facilities are generally structured without capital markets-based

mark-to-market provisions, which means the margin call provisions do not permit valuation adjustments based on capital

markets events. The majority of our master repurchase agreements and secured credit facilities are non-mark-to-market,

which means the margin call provisions only permit valuation adjustments if the loan or collateral pledged or sold by us

becomes defaulted, and the margin call provisions for the remainder are limited to collateral-specific credit marks generally

determined on a commercially reasonable basis. There can be no assurance we will not experience margin calls under any

asset-level financing that contains margin call provisions.

Counterparty Risk

The nature of our business requires us to hold our cash and cash equivalents and obtain financing from various financial

institutions. This exposes us to the risk that these financial institutions may not fulfill their obligations to us under these

various contractual arrangements. We mitigate this exposure by depositing our cash and cash equivalents and entering into

financing agreements with high credit-quality institutions.

The nature of our loans also exposes us to the risk that our counterparties do not make required interest and principal

payments on scheduled due dates. We seek to manage this risk through a comprehensive credit analysis prior to making a

loan and active monitoring of the asset portfolios that serve as our collateral, as further discussed above.

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Currency Risk

Our loans that are denominated in a foreign currency are also subject to risks related to fluctuations in currency rates. We

generally mitigate this exposure by matching the currency of our assets to the currency of the financing for our assets. As a

result, we substantially reduce our exposure to changes in portfolio value related to changes in foreign currency rates. In

addition, substantially all of our net asset exposure to foreign currencies has been hedged with foreign currency forward

contracts as of December 31, 2025.

The following tables outline our assets and liabilities that are denominated in a foreign currency (amounts in thousands):

	December 31, 2025
	GBP	EUR	All Other(1)
Foreign currency assets	£2,711,933	€2,360,919	$2,124,186
Foreign currency liabilities	(1,964,941)	(1,663,912)	(1,674,745)
Foreign currency contracts – notional	(739,956)	(689,868)	(440,930)
Net exposure to exchange rate fluctuations	£7,036	€7,139	$8,511
Net exposure to exchange rate fluctuations in USD(2)	$9,481	$8,386	$8,511

(1)Includes Swedish Krona, Australian Dollar, and Canadian Dollar currencies.

(2)Represents the U.S. Dollar equivalent as of December 31, 2025.

	December 31, 2024
	GBP	EUR	All Other(1)
Foreign currency assets	£2,395,743	€2,217,058	$1,422,240
Foreign currency liabilities	(1,784,029)	(1,604,452)	(1,101,233)
Foreign currency contracts – notional	(604,739)	(603,910)	(315,272)
Net exposure to exchange rate fluctuations	£6,975	€8,696	$5,735
Net exposure to exchange rate fluctuations in USD(2)	$8,730	$9,004	$5,735

(1)Includes Swedish Krona, Australian Dollar, Canadian Dollar, Swiss Franc, and Danish Krone currencies.

(2)Represents the U.S. Dollar equivalent as of December 31, 2024.

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required by this item and the reports of the independent accountants thereon required by Item

14(a)(2) appear on pages F-2 to F-62. See accompanying Index to the Consolidated Financial Statements on page F-1.

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE

None.

ITEM 9A.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under

the Exchange Act) that are designed to ensure that information required to be disclosed in the company’s reports under the

Exchange Act is recorded, processed, and summarized and reported within the time periods specified in the SEC’s rules

and forms, and that such information is accumulated and communicated to the company’s management, including its Chief

Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of

achieving the desired control objectives. An evaluation of the effectiveness of the design and operation of our disclosure

controls and procedures as of the end of the period covered by this Annual Report on Form 10-K was made under the

supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial

123

Officer. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our

disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed

or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by

SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information

required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to

our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely

decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have been no changes in our “internal control over financial reporting” (as defined in Rule 13a–15(f) of the

Exchange Act) that occurred during our most recent quarter that have materially affected, or are reasonably likely to

materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Management of Blackstone Mortgage Trust, Inc. and subsidiaries, or Blackstone Mortgage Trust, is responsible for

establishing and maintaining adequate internal control over financial reporting. Blackstone Mortgage Trust’s internal

control over financial reporting is a process designed under the supervision of its Chief Executive Officer and Chief

Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its

consolidated financial statements for external reporting purposes in accordance with accounting principles generally

accepted in the United States of America.

Blackstone Mortgage Trust’s internal control over financial reporting includes policies and procedures that pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets;

provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in

accordance with authorizations of management and our directors; and provide reasonable assurance regarding prevention or

timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on its

financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In

addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may

deteriorate.

Management conducted an assessment of the effectiveness of Blackstone Mortgage Trust’s internal control over financial

reporting as of December 31, 2025, based on the framework established in Internal Control—Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment,

management has determined that Blackstone Mortgage Trust’s internal control over financial reporting as of December 31,

2025, was effective.

Deloitte & Touche LLP, an independent registered public accounting firm, has audited Blackstone Mortgage Trust’s

financial statements included in this report on Form 10-K and issued its report on the effectiveness of Blackstone Mortgage

Trust’s internal control over financial reporting as of December 31, 2025, which is included herein.

ITEM 9B.OTHER INFORMATION

None.

ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III.

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated by reference to the company’s definitive proxy statement to be filed

not later than April 30, 2026 with the SEC pursuant to Regulation 14A under the Exchange Act.

ITEM 11.EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to the company’s definitive proxy statement to be filed

not later than April 30, 2026 with the SEC pursuant to Regulation 14A under the Exchange Act.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

The following table summarizes information, as of December 31, 2025, relating to our equity compensation plans pursuant

to which shares of our class A common stock or other equity securities may be granted from time to time:

Plan category	(a)<br><br>Number of<br><br>securities<br><br>to be issued upon<br><br>exercise of<br><br>outstanding<br><br>options,<br><br>warrants, and<br><br>rights		(b)<br><br>Weighted-average<br><br>exercise price of<br><br>outstanding<br><br>options,<br><br>warrants, and<br><br>rights	(c)<br><br>Number of securities<br><br>remaining available<br><br>for future issuance<br><br>under equity<br><br>compensation<br><br>plans (excluding<br><br>securities<br><br>reflected in column (a))
Equity compensation plans approved by security holders(1)	340,029	(2)	$—	5,075,887
Equity compensation plans not approved by security holders(3)	—		—	—
Total	340,029		$—	5,075,887

(1)The number of securities remaining for future issuances consists of an aggregate 5,075,887 shares issuable under our

stock incentive plan and our manager incentive plan. Awards under the plans may include restricted stock,

unrestricted stock, stock options, stock units, stock appreciation rights, performance shares, performance units,

deferred share units, or other equity-based awards, as the board of directors may determine.

(2)Reflects deferred stock units granted to our non-employee directors. The deferred stock units are settled upon the

non-employee director’s separation from service with the company by delivering to the non-employee director one

share of class A common stock, or the cash equivalent, for each deferred stock unit settled. As these awards have no

exercise price, the weighted average exercise price in column (b) does not take these awards into account.

(3)All of our equity compensation plans have been approved by security holders.

The remaining information required by this item is incorporated by reference to the company’s definitive proxy statement

to be filed not later than April 30, 2026 with the SEC pursuant to Regulation 14A under the Exchange Act.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE

The information required by this item is incorporated by reference to the company’s definitive proxy statement to be filed

not later than April 30, 2026 with the SEC pursuant to Regulation 14A under the Exchange Act.

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated by reference to the company’s definitive proxy statement to be filed

not later than April 30, 2026 with the SEC pursuant to Regulation 14A under the Exchange Act.

125

PART IV.

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) (1)	Financial Statements
	See the accompanying Index to Financial Statement Schedule on page F-1.
(a) (2)	Consolidated Financial Statement Schedules
	See the accompanying Index to Financial Statement Schedule on page F-1.
(a) (3)	Exhibits

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EXHIBIT INDEX

Exhibit<br><br>No.	Exhibit Description
2.1	Purchase and Sale Agreement, dated September 27, 2012, by and between Capital Trust, Inc. andhttps://www.sec.gov/Archives/edgar/data/1061630/000119312512414090/d419909dex21.htm<br><br>Huskies Acquisition LLC (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (Filehttps://www.sec.gov/Archives/edgar/data/1061630/000119312512414090/d419909dex21.htm<br><br>No. 1-14788) filed on October 3, 2012 and incorporated herein by reference)
2.2	Amendment No. 1 to Purchase and Sale Agreement, dated July 21, 2021, by and betweenhttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000016/exhibit22.htm<br><br>Blackstone Mortgage Trust, Inc. (formerly known as Capital Trust, Inc.) and Huskies Acquisitionhttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000016/exhibit22.htm<br><br>LLC (filed as Exhibit 2.2 to the Registrant’s Annual Report on Form 10-K (File No. 1-14788) filedhttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000016/exhibit22.htm<br><br>on February 9, 2022 and incorporated herein by reference)
3.1.a	Articles of Amendment and Restatement (filed as Exhibit 3.1.a to the Registrant’s Current Reporthttps://www.sec.gov/Archives/edgar/data/1061630/000111667903001166/artamendrest.txt<br><br>on Form 8-K (File No. 1-14788) filed on April 2, 2003 and incorporated herein by reference)
3.1.b	Certificate of Notice (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.https://www.sec.gov/Archives/edgar/data/1061630/000111667907000525/ex3-1.htm<br><br>1-14788) filed on February 27, 2007 and incorporated herein by reference)
3.1.c	Articles Supplementary for Series A Junior Participating Preferred Stock (filed as Exhibit 3.1 to thehttps://www.sec.gov/Archives/edgar/data/1061630/000095012311021763/c13632exv3w1.htm<br><br>Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on March 3, 2011 andhttps://www.sec.gov/Archives/edgar/data/1061630/000095012311021763/c13632exv3w1.htm<br><br>incorporated herein by reference)
3.1.d	Articles of Amendment (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (Filehttps://www.sec.gov/Archives/edgar/data/1061630/000119312512513111/d457071dex31.htm<br><br>No. 1-14788) filed on December 21, 2012 and incorporated herein by reference)
3.1.e	Articles of Amendment (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (Filehttps://www.sec.gov/Archives/edgar/data/1061630/000119312513202078/d531583dex31.htm<br><br>No. 1-14788) filed on May 7, 2013 and incorporated herein by reference)
3.1.f	Articles Supplementary (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (Filehttps://www.sec.gov/Archives/edgar/data/1061630/000119312513239536/d544819dex31.htm<br><br>No. 1-14788) filed on May 29, 2013 and incorporated herein by reference)
3.1.g	Articles of Amendment, dated April 13, 2015 (filed as Exhibit 3.1 to the Registrant’s Current Reporthttps://www.sec.gov/Archives/edgar/data/1061630/000119312515126886/d907925dex31.htm<br><br>on Form 8-K (File No. 1-14788) filed on April 13, 2015 and incorporated herein by reference)
3.1.h	Articles of Amendment dated June 8, 2020 (filed as Exhibit 3.1 to the Registrant’s Current Reporthttps://www.sec.gov/Archives/edgar/data/1061630/000119312520166652/d942730dex31.htm<br><br>on Form 8-K filed on June 11, 2020 and incorporated herein by reference)
3.2	Seventh Amended and Restated Bylaws of Blackstone Mortgage Trust, Inc. (filed as Exhibit 3.1 tohttps://www.sec.gov/Archives/edgar/data/1061630/000119312523110493/d409116dex31.htm<br><br>the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on April 21, 2023 andhttps://www.sec.gov/Archives/edgar/data/1061630/000119312523110493/d409116dex31.htm<br><br>incorporated herein by reference)
4.1	Description of Securities of Blackstone Mortgage Trust, Inc. (filed as Exhibit 4.1 to the Registrant’s<br><br>Annual Report on Form 10-K (File No. 1-14788) filed on February 8, 2023 and incorporated herein<br><br>by reference)
4.2	Indenture, dated as of November 25, 2013, between Blackstone Mortgage Trust, Inc. and The Bankhttps://www.sec.gov/Archives/edgar/data/1061630/000119312513452738/d633966dex41.htm<br><br>of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.1 to the Registrant’shttps://www.sec.gov/Archives/edgar/data/1061630/000119312513452738/d633966dex41.htm<br><br>Current Report on Form 8-K (File No. 1-14788) filed on November 25, 2013 and incorporatedhttps://www.sec.gov/Archives/edgar/data/1061630/000119312513452738/d633966dex41.htm<br><br>herein by reference)
4.3	Fourth Supplemental Indenture, dated March 29, 2022, between Blackstone Mortgage Trust, Inc.https://www.sec.gov/Archives/edgar/data/1061630/000119312522088106/d341303dex42.htm<br><br>and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to thehttps://www.sec.gov/Archives/edgar/data/1061630/000119312522088106/d341303dex42.htm<br><br>Company’s Current Report on Form 8-K (File No. 1-14788) filed on March 29, 2022 andhttps://www.sec.gov/Archives/edgar/data/1061630/000119312522088106/d341303dex42.htm<br><br>incorporated herein by reference)
4.4	Form of 5.50% Convertible Senior Notes due 2027 (included as Exhibit A in Exhibit 4.3)
4.5	Indenture, dated October 5, 2021, among Blackstone Mortgage Trust, Inc., the Guarantors and Thehttps://www.sec.gov/Archives/edgar/data/1061630/000119312521292267/d219603dex41.htm<br><br>Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (filed as Exhibit 4.1https://www.sec.gov/Archives/edgar/data/1061630/000119312521292267/d219603dex41.htm<br><br>to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on October 5, 2021 andhttps://www.sec.gov/Archives/edgar/data/1061630/000119312521292267/d219603dex41.htm<br><br>incorporated herein by reference)

127

4.6		Form of 3.750% Senior Secured Notes due 2027 (included as Exhibit B to Exhibit 4.5)
4.7		Indenture, dated December 10, 2024, among the Company, the Guarantors and The Bank of Newhttps://www.sec.gov/Archives/edgar/data/1061630/000119312524275755/d892246dex41.htm<br><br>York Mellon Trust Company, N.A., as trustee and collateral agent (filed as Exhibit 4.1 to thehttps://www.sec.gov/Archives/edgar/data/1061630/000119312524275755/d892246dex41.htm<br><br>Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on December 11, 2024 andhttps://www.sec.gov/Archives/edgar/data/1061630/000119312524275755/d892246dex41.htm<br><br>incorporated herein by reference)
4.8		Form of 7.750% Senior Secured Notes due 2029 (included as Exhibit A to Exhibit 4.7)
4.9		Pledge and Security Agreement, dated as of October 5, 2021, by and among Blackstone Mortgagehttps://www.sec.gov/Archives/edgar/data/1061630/000119312521292267/d219603dex43.htm<br><br>Trust, Inc., the other grantors from time to time party thereto and The Bank of New York Mellonhttps://www.sec.gov/Archives/edgar/data/1061630/000119312521292267/d219603dex43.htm<br><br>Trust Company, N.A., as collateral agent (filed as Exhibit 4.3 to the Registrant’s Current Report onhttps://www.sec.gov/Archives/edgar/data/1061630/000119312521292267/d219603dex43.htm<br><br>Form 8-K (File No. 1-14788) filed on October 5, 2021 and incorporated herein by reference)
4.10		Pledge and Security Agreement, dated as of December 10, 2024, by and among Blackstonehttps://www.sec.gov/Archives/edgar/data/1061630/000119312524275755/d892246dex43.htm<br><br>Mortgage Trust, Inc., the other grantors from time to time party thereto and The Bank of New Yorkhttps://www.sec.gov/Archives/edgar/data/1061630/000119312524275755/d892246dex43.htm<br><br>Mellon Trust Company, N.A., as collateral agent (filed as Exhibit 4.3 to the Registrant’s Currenthttps://www.sec.gov/Archives/edgar/data/1061630/000119312524275755/d892246dex43.htm<br><br>Report on Form 8-K (File No. 1-14788) filed on December 11, 2024 and incorporated herein byhttps://www.sec.gov/Archives/edgar/data/1061630/000119312524275755/d892246dex43.htm<br><br>reference)
4.11		First Lien Intercreditor Agreement, dated as of October 5, 2021, by and among Blackstonehttps://www.sec.gov/Archives/edgar/data/1061630/000119312521292267/d219603dex44.htm<br><br>Mortgage Trust, Inc., JPMorgan Chase Bank, N.A., as agent under the Term Loan Credithttps://www.sec.gov/Archives/edgar/data/1061630/000119312521292267/d219603dex44.htm<br><br>Agreement, and The Bank of New York Mellon Trust Company, N.A., as trustee and noteshttps://www.sec.gov/Archives/edgar/data/1061630/000119312521292267/d219603dex44.htm<br><br>collateral agent (filed as Exhibit 4.4 to the Registrant’s Current Report on Form 8-K (File No.https://www.sec.gov/Archives/edgar/data/1061630/000119312521292267/d219603dex44.htm<br><br>1-14788) filed on October 5, 2021 and incorporated herein by reference)
4.12		Joinder No. 1 to First Lien Intercreditor Agreement, dated as of December 10, 2024, by and amonghttps://www.sec.gov/Archives/edgar/data/1061630/000119312524275755/d892246dex45.htm<br><br>Blackstone Mortgage Trust, Inc., the grantors party thereto and the other parties thereto (filed ashttps://www.sec.gov/Archives/edgar/data/1061630/000119312524275755/d892246dex45.htm<br><br>Exhibit 4.5 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on Decemberhttps://www.sec.gov/Archives/edgar/data/1061630/000119312524275755/d892246dex45.htm<br><br>11, 2024 and incorporated herein by reference)
10.1		Second Amended and Restated Management Agreement, dated as of October 23, 2014, by andhttps://www.sec.gov/Archives/edgar/data/1061630/000119312514385002/d792445dex101.htm<br><br>between Blackstone Mortgage Trust, Inc. and BXMT Advisors L.L.C. (filed as Exhibit 10.1 to thehttps://www.sec.gov/Archives/edgar/data/1061630/000119312514385002/d792445dex101.htm<br><br>Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on October 28, 2014 andhttps://www.sec.gov/Archives/edgar/data/1061630/000119312514385002/d792445dex101.htm<br><br>incorporated herein by reference)
10.2		Amended and Restated Trademark License Agreement, dated as of December 21, 2017, by andhttps://www.sec.gov/Archives/edgar/data/1061630/000119312518042819/d470827dex102.htm<br><br>between Blackstone Mortgage Trust, Inc. (f/k/a Capital Trust, Inc.) and Blackstone TM L.L.C. (filedhttps://www.sec.gov/Archives/edgar/data/1061630/000119312518042819/d470827dex102.htm<br><br>as Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K (File No. 1-14788) filed onhttps://www.sec.gov/Archives/edgar/data/1061630/000119312518042819/d470827dex102.htm<br><br>February 13, 2018 and incorporated herein by reference)
10.3		Assignment Agreement, dated as of December 19, 2012, by and among Huskies Acquisition LLC,https://www.sec.gov/Archives/edgar/data/1061630/000119312512513111/d457071dex102.htm<br><br>Blackstone Holdings III L.P. and Capital Trust, Inc. (filed as Exhibit 10.2 to the Registrant’shttps://www.sec.gov/Archives/edgar/data/1061630/000119312512513111/d457071dex102.htm<br><br>Current Report on Form 8-K (File No. 1-14788) filed on December 21, 2012 and incorporatedhttps://www.sec.gov/Archives/edgar/data/1061630/000119312512513111/d457071dex102.htm<br><br>herein by reference)
10.4		Amended and Restated Registration Rights Agreement, dated May 6, 2013, by and amonghttps://www.sec.gov/Archives/edgar/data/1061630/000119312513201909/d531567dex102.htm<br><br>Blackstone Mortgage Trust, Inc., Blackstone Holdings III L.P. and BREDS/CT Advisors L.L.C.https://www.sec.gov/Archives/edgar/data/1061630/000119312513201909/d531567dex102.htm<br><br>(filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed onhttps://www.sec.gov/Archives/edgar/data/1061630/000119312513201909/d531567dex102.htm<br><br>May 6, 2013 and incorporated herein by reference)
10.5	+	Blackstone Mortgage Trust, Inc. 2018 Stock Incentive Plan (filed as Exhibit 10.1 to the Registrant’shttps://www.sec.gov/Archives/edgar/data/1061630/000119312518198269/d770927dex101.htm<br><br>Current Report on Form 8-K (File No. 1-14788) filed on June 21, 2018 and incorporated herein byhttps://www.sec.gov/Archives/edgar/data/1061630/000119312518198269/d770927dex101.htm<br><br>reference)
10.6	+	Form of Restricted Stock Award of Blackstone Mortgage Trust, Inc. 2018 Stock Incentive Planhttps://www.sec.gov/Archives/edgar/data/1061630/000119312520031332/d833142dex1019.htm<br><br>(filed as Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K (File No. 1-14788) filed onhttps://www.sec.gov/Archives/edgar/data/1061630/000119312520031332/d833142dex1019.htm<br><br>February 11, 2020 and incorporated herein by reference)
10.7	+	Blackstone Mortgage Trust, Inc. 2018 Manager Incentive Plan (filed as Exhibit 10.2 to thehttps://www.sec.gov/Archives/edgar/data/1061630/000119312518198269/d770927dex102.htm<br><br>Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on June 21, 2018 andhttps://www.sec.gov/Archives/edgar/data/1061630/000119312518198269/d770927dex102.htm<br><br>incorporated herein by reference)

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10.8	+	Form of Restricted Stock Award of Blackstone Mortgage Trust, Inc. 2018 Manager Incentive Planhttps://www.sec.gov/Archives/edgar/data/1061630/000119312520031332/d833142dex1021.htm<br><br>(filed as Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K (File No. 1-14788) filed onhttps://www.sec.gov/Archives/edgar/data/1061630/000119312520031332/d833142dex1021.htm<br><br>February 11, 2020 and incorporated herein by reference)
10.9	+	Form of Non-Employee Director Restricted Stock Award Agreement of Blackstone Mortgage Trust,https://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit108.htm<br><br>Inc. 2018 Stock Incentive Plan (filed as Exhibit 10.8 to the Registrant’s Quarterly Report on Formhttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit108.htm<br><br>10-Q (filed No. 1-14788) filed on July 27, 2022 and incorporated herein by reference)
10.10	+	Blackstone Mortgage Trust, Inc. Stock Incentive Plan (filed as Exhibit 10.1 to the Registrant’shttps://www.sec.gov/Archives/edgar/data/1061630/000119312522176523/d535252dex101.htm<br><br>Current Report on Form 8-K (File No. 1-14788) filed on June 17, 2022 and incorporated herein byhttps://www.sec.gov/Archives/edgar/data/1061630/000119312522176523/d535252dex101.htm<br><br>reference)
10.11	+	Summary of Terms of Awards of Deferred Stock Units under Blackstone Mortgage Trust, Inc.https://www.sec.gov/Archives/edgar/data/1061630/000106163024000029/exhibit1011.htm<br><br>Stock Incentive Plan (filed as Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K (Filehttps://www.sec.gov/Archives/edgar/data/1061630/000106163024000029/exhibit1011.htm<br><br>No. 1-14788) filed on February 14, 2024 and incorporated herein by reference)
10.12	+	Blackstone Mortgage Trust, Inc. Manager Incentive Plan (filed as Exhibit 10.2 to the Registrant’shttps://www.sec.gov/Archives/edgar/data/1061630/000119312522176523/d535252dex102.htm<br><br>Current Report on Form 8-K (File No. 1-14788) filed on June 17, 2022 and incorporated herein byhttps://www.sec.gov/Archives/edgar/data/1061630/000119312522176523/d535252dex102.htm<br><br>reference)
10.13	+	Form of Non-Employee Director Restricted Stock Award Agreement of Blackstone Mortgage Trust,https://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit109.htm<br><br>Inc. Stock Incentive Plan (filed as Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Qhttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit109.htm<br><br>(File No. 1-14788) filed on July 27, 2022 and incorporated herein by reference)
10.14	+	Form of Restricted Stock Award Agreement of Blackstone Mortgage Trust, Inc. Stock Incentivehttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit1010.htm<br><br>Plan (filed as Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788)https://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit1010.htm<br><br>filed on July 27, 2022 and incorporated herein by reference)
10.15	+	Form of Restricted Stock Award Agreement of Blackstone Mortgage Trust, Inc. Manager Incentivehttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit1011.htm<br><br>Plan (filed as Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788)https://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit1011.htm<br><br>filed on July 27, 2022 and incorporated herein by reference)
10.16	+	Form of Indemnification Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report onhttps://www.sec.gov/Archives/edgar/data/1061630/000119312512513111/d457071dex101.htm<br><br>Form 8-K (File No. 1-14788) filed on December 21, 2012 and incorporated herein by reference)
10.17		Sixth Amended and Restated Master Repurchase Agreement, dated as of June 10, 2025, amonghttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000101/exhibit1032q25.htm<br><br>Parlex 2 Finance, LLC, Parlex 2A Finco, LLC, Parlex 2 UK Finco, LLC, Parlex 2 Eur Finco, LLC,https://www.sec.gov/Archives/edgar/data/1061630/000106163025000101/exhibit1032q25.htm<br><br>Parlex 2 AU Finco, LLC, Parlex 2 CAD Finco, LLC, Wispar 5 Finco, LLC, Silver Fin II Sub TChttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000101/exhibit1032q25.htm<br><br>PTY LTD and Citibank, N.A. (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Formhttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000101/exhibit1032q25.htm<br><br>10-Q (File No. 1-14788) filed on July 30, 2025 and incorporated herein by reference)
10.18		Limited Guaranty, dated as of June 12, 2013, made by Blackstone Mortgage Trust, Inc. in favor ofhttps://www.sec.gov/Archives/edgar/data/1061630/000119312513310583/d560028dex1011.htm<br><br>Citibank, N.A. (filed as Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q (File No.https://www.sec.gov/Archives/edgar/data/1061630/000119312513310583/d560028dex1011.htm<br><br>1-14788) filed on July 30, 2013 and incorporated herein by reference)
10.19		First Amendment to Limited Guaranty, dated as of November 20, 2013, made by Blackstonehttps://www.sec.gov/Archives/edgar/data/1061630/000095012315002980/d843917dex1036.htm<br><br>Mortgage Trust, Inc. in favor of Citibank, N.A. (filed as Exhibit 10.36 to the Registrant’s Annualhttps://www.sec.gov/Archives/edgar/data/1061630/000095012315002980/d843917dex1036.htm<br><br>Report on Form 10-K (File No. 1-14788) filed on February 17, 2015 and incorporated herein byhttps://www.sec.gov/Archives/edgar/data/1061630/000095012315002980/d843917dex1036.htm<br><br>reference)
10.20		Second Amendment to Limited Guaranty, dated as of February 24, 2014, made by Blackstonehttps://www.sec.gov/Archives/edgar/data/1061630/000119312514167176/d700383dex103.htm<br><br>Mortgage Trust, Inc. in favor of Citibank, N.A. (filed as Exhibit 10.3 to the Registrant’s Quarterlyhttps://www.sec.gov/Archives/edgar/data/1061630/000119312514167176/d700383dex103.htm<br><br>Report on Form 10-Q (File No. 1-14788) filed on April 29, 2014 and incorporated herein byhttps://www.sec.gov/Archives/edgar/data/1061630/000119312514167176/d700383dex103.htm<br><br>reference)
10.21		Third Amendment to Limited Guaranty, dated as of March 31, 2017, made by Blackstone Mortgagehttps://www.sec.gov/Archives/edgar/data/1061630/000119312517136783/d336312dex102.htm<br><br>Trust, Inc. in favor of Citibank, N.A. (filed as Exhibit 10.2 to the Registrant’s Quarterly Report onhttps://www.sec.gov/Archives/edgar/data/1061630/000119312517136783/d336312dex102.htm<br><br>Form 10-Q (File No. 1-14788) filed on April 25, 2017 and incorporated herein by reference)
10.22		Amended and Restated Limited Guaranty, dated as of June 10, 2025, made by Blackstone Mortgagehttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000101/exhibit1042q25.htm<br><br>Trust, Inc. in favor of Citibank, N.A. (filed as Exhibit 10.4 to the Registrant’s Quarterly Report onhttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000101/exhibit1042q25.htm<br><br>Form 10-Q (File No. 1-14788) filed on July 30, 2025 and incorporated herein by reference)

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10.23	Fourth Amendment to Limited Guaranty, dated as of October 12, 2018, by and between Blackstonehttps://www.sec.gov/Archives/edgar/data/1061630/000119312519035956/d613722dex1041.htm<br><br>Mortgage Trust, Inc. and Citibank, N.A. (filed as Exhibit 10.41 to the Registrant’s Annual Report onhttps://www.sec.gov/Archives/edgar/data/1061630/000119312519035956/d613722dex1041.htm<br><br>Form 10-K (File No. 1-14788) filed on February 12, 2019 and incorporated herein by reference)
10.24	Fifth Amendment to Limited Guaranty, dated as of February 15, 2019, by and between Blackstonehttps://www.sec.gov/Archives/edgar/data/1061630/000119312519114995/d713863dex102.htm<br><br>Mortgage Trust, Inc. and Citibank, N.A. (filed as Exhibit 10.2 to the Registrant’s Quarterly Reporthttps://www.sec.gov/Archives/edgar/data/1061630/000119312519114995/d713863dex102.htm<br><br>on Form 10-Q (File No. 1-14788) filed on April 23, 2019 and incorporated herein by reference)
10.25	Sixth Amendment to Limited Guaranty, dated as of April 16, 2021, by and between Blackstonehttps://www.sec.gov/Archives/edgar/data/1061630/000119312521226500/d62608dex105.htm<br><br>Mortgage Trust, Inc. and Citibank, N.A. (filed as Exhibit 10.5 to the Registrant’s Quarterly Reporthttps://www.sec.gov/Archives/edgar/data/1061630/000119312521226500/d62608dex105.htm<br><br>on Form 10-Q (File No. 1-14788) filed on July 28, 2021 and incorporated herein by reference)
10.26	Seventh Amendment to Limited Guaranty, dated as of July 1, 2024, by and between Blackstone<br><br>Mortgage Trust, Inc. and Citibank, N.A. (filed as Exhibit 10.1 to the Registrant’s Quarterly Report<br><br>on Form 10-Q (File No. 1-14788) filed on October 23, 2024 and incorporated herein by reference)
10.27	Guarantee Agreement, dated as of March 13, 2014, made by Blackstone Mortgage Trust, Inc. inhttps://www.sec.gov/Archives/edgar/data/1061630/000119312514167176/d700383dex1010.htm<br><br>favor of Wells Fargo Bank, N.A. (filed as Exhibit 10.10 to the Registrant’s Quarterly Report onhttps://www.sec.gov/Archives/edgar/data/1061630/000119312514167176/d700383dex1010.htm<br><br>Form 10-Q (File No. 1-14788) filed on April 29, 2014 and incorporated herein by reference)
10.28	First Amendment to Guarantee Agreement, dated as of July 17, 2014, between Blackstone Mortgage<br><br>Trust, Inc., and Wells Fargo Bank, N.A. (filed as Exhibit 10.3 to the Registrant’s Quarterly Report<br><br>on Form 10-Q (File No. 1-14788) filed on October 23, 2024 and incorporated herein by reference)
10.29	Amended and Restated Master Repurchase and Securities Contract, dated as of April 4, 2014,https://www.sec.gov/Archives/edgar/data/1061630/000119312515152864/d900474dex107.htm<br><br>between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10.7 tohttps://www.sec.gov/Archives/edgar/data/1061630/000119312515152864/d900474dex107.htm<br><br>the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 28, 2015 andhttps://www.sec.gov/Archives/edgar/data/1061630/000119312515152864/d900474dex107.htm<br><br>incorporated herein by reference)
10.30	Amendment No. 1 to Amended and Restated Master Repurchase and Securities Contract, dated ashttps://www.sec.gov/Archives/edgar/data/1061630/000119312515152864/d900474dex108.htm<br><br>of October 23, 2014, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Associationhttps://www.sec.gov/Archives/edgar/data/1061630/000119312515152864/d900474dex108.htm<br><br>(filed as Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed onhttps://www.sec.gov/Archives/edgar/data/1061630/000119312515152864/d900474dex108.htm<br><br>April 28, 2015 and incorporated herein by reference)
10.31	Amendment No. 2 to Amended and Restated Master Repurchase and Securities Contract, dated ashttps://www.sec.gov/Archives/edgar/data/1061630/000119312515152864/d900474dex109.htm<br><br>of March 13, 2015, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filedhttps://www.sec.gov/Archives/edgar/data/1061630/000119312515152864/d900474dex109.htm<br><br>as Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on Aprilhttps://www.sec.gov/Archives/edgar/data/1061630/000119312515152864/d900474dex109.htm<br><br>28, 2015 and incorporated herein by reference)
10.32	Amendment No. 3 to Amended and Restated Master Repurchase and Securities Contract, dated ashttps://www.sec.gov/Archives/edgar/data/1061630/000119312515265974/d57666dex104.htm<br><br>of April 14, 2015, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filedhttps://www.sec.gov/Archives/edgar/data/1061630/000119312515265974/d57666dex104.htm<br><br>as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on Julyhttps://www.sec.gov/Archives/edgar/data/1061630/000119312515265974/d57666dex104.htm<br><br>28, 2015 and incorporated herein by reference)
10.33	Amendment No. 4 to Amended and Restated Master Repurchase and Securities Contract, dated ashttps://www.sec.gov/Archives/edgar/data/1061630/000119312516556472/d154628dex105.htm<br><br>of March 11, 2016, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filedhttps://www.sec.gov/Archives/edgar/data/1061630/000119312516556472/d154628dex105.htm<br><br>as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on Aprilhttps://www.sec.gov/Archives/edgar/data/1061630/000119312516556472/d154628dex105.htm<br><br>26, 2016 and incorporated herein by reference)
10.34	Amendment No. 5 to Amended and Restated Master Repurchase and Securities Contract, dated Junehttps://www.sec.gov/Archives/edgar/data/1061630/000119312516658148/d108792dex102.htm<br><br>30, 2016, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filed ashttps://www.sec.gov/Archives/edgar/data/1061630/000119312516658148/d108792dex102.htm<br><br>Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 26,https://www.sec.gov/Archives/edgar/data/1061630/000119312516658148/d108792dex102.htm<br><br>2016 and incorporated herein by reference)
10.35	Amendment No. 6 to Amended and Restated Master Repurchase and Securities Contract, dated ashttps://www.sec.gov/Archives/edgar/data/1061630/000119312517136783/d336312dex103.htm<br><br>of March 13, 2017, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filedhttps://www.sec.gov/Archives/edgar/data/1061630/000119312517136783/d336312dex103.htm<br><br>as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on Aprilhttps://www.sec.gov/Archives/edgar/data/1061630/000119312517136783/d336312dex103.htm<br><br>25, 2017 and incorporated herein by reference)
10.36	Amendment No. 7 to Amended and Restated Master Repurchase and Securities Contract, dated ashttps://www.sec.gov/Archives/edgar/data/1061630/000119312517136783/d336312dex104.htm<br><br>of March 31, 2017, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filedhttps://www.sec.gov/Archives/edgar/data/1061630/000119312517136783/d336312dex104.htm<br><br>as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on Aprilhttps://www.sec.gov/Archives/edgar/data/1061630/000119312517136783/d336312dex104.htm<br><br>25, 2017 and incorporated herein by reference)

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10.37	Amendment No. 8 to Amended and Restated Master Repurchase and Securities Contract, dated ashttps://www.sec.gov/Archives/edgar/data/1061630/000119312518128820/d480506dex104.htm<br><br>of March 13, 2018, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filedhttps://www.sec.gov/Archives/edgar/data/1061630/000119312518128820/d480506dex104.htm<br><br>as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on Aprilhttps://www.sec.gov/Archives/edgar/data/1061630/000119312518128820/d480506dex104.htm<br><br>24, 2018 and incorporated herein by reference)
10.38	Amendment No. 9 to Amended and Restated Master Repurchase and Securities Contract, dated ashttps://www.sec.gov/Archives/edgar/data/1061630/000119312519035956/d613722dex1052.htm<br><br>of December 21, 2018, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Associationhttps://www.sec.gov/Archives/edgar/data/1061630/000119312519035956/d613722dex1052.htm<br><br>(filed as Exhibit 10.52 to the Registrant’s Annual Report on Form 10-K (File No. 1-14788) filed onhttps://www.sec.gov/Archives/edgar/data/1061630/000119312519035956/d613722dex1052.htm<br><br>February 12, 2019 and incorporated herein by reference)
10.39	Amendment No. 10 to Amended and Restated Master Repurchase and Securities Contract, dated ashttps://www.sec.gov/Archives/edgar/data/1061630/000119312520123085/d878669dex101.htm<br><br>of November 13, 2019, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Associationhttps://www.sec.gov/Archives/edgar/data/1061630/000119312520123085/d878669dex101.htm<br><br>(filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed onhttps://www.sec.gov/Archives/edgar/data/1061630/000119312520123085/d878669dex101.htm<br><br>April 28, 2020 and incorporated herein by reference)
10.40	Amendment No. 11 to Amended and Restated Master Repurchase and Securities Contract, dated ashttps://www.sec.gov/Archives/edgar/data/1061630/000119312520123085/d878669dex102.htm<br><br>of December 23, 2019, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Associationhttps://www.sec.gov/Archives/edgar/data/1061630/000119312520123085/d878669dex102.htm<br><br>(filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed onhttps://www.sec.gov/Archives/edgar/data/1061630/000119312520123085/d878669dex102.htm<br><br>April 28, 2020 and incorporated herein by reference)
10.41	Amendment No. 12 to Amended and Restated Master Repurchase and Securities Contract, dated ashttps://www.sec.gov/Archives/edgar/data/1061630/000119312520123085/d878669dex105.htm<br><br>of March 13, 2020, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filedhttps://www.sec.gov/Archives/edgar/data/1061630/000119312520123085/d878669dex105.htm<br><br>as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on Aprilhttps://www.sec.gov/Archives/edgar/data/1061630/000119312520123085/d878669dex105.htm<br><br>28, 2020 and incorporated herein by reference)
10.42	Amendment No. 13 to Amended and Restated Master Repurchase and Securities Contract, dated ashttps://www.sec.gov/Archives/edgar/data/1061630/000119312521135306/d122153dex102.htm<br><br>of March 12, 2021, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filedhttps://www.sec.gov/Archives/edgar/data/1061630/000119312521135306/d122153dex102.htm<br><br>as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on Aprilhttps://www.sec.gov/Archives/edgar/data/1061630/000119312521135306/d122153dex102.htm<br><br>28, 2021 and incorporated herein by reference)
10.43	Amendment No. 14 to Amended and Restated Master Repurchase and Securities Contract, dated ashttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000026/exhibit101.htm<br><br>of March 11, 2022, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filedhttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000026/exhibit101.htm<br><br>as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on Aprilhttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000026/exhibit101.htm<br><br>27, 2022 and incorporated herein by reference)
10.44	Amendment No. 15 to Amended and Restated Master Repurchase and Securities Contract, dated ashttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit104.htm<br><br>of June 29, 2022, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filedhttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit104.htm<br><br>as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on Julyhttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit104.htm<br><br>27, 2022 and incorporated herein by reference)
10.45	Amendment No. 16 to Amended and Restated Master Repurchase and Securities Contract, dated ashttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000027/exhibit102.htm<br><br>of March 13, 2023, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filedhttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000027/exhibit102.htm<br><br>as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on Aprilhttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000027/exhibit102.htm<br><br>26, 2023 and incorporated herein by reference)
10.46	Amendment No. 17 to the Amended and Restated Master Repurchase and Securities Contract, dated<br><br>as of March 13, 2024, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association<br><br>(filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on<br><br>April 24, 2024 and incorporated herein by reference)
10.47	Amendment No. 18 to the Amended and Restated Master Repurchase and Securities Contract, dated<br><br>as of March 13, 2025, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association<br><br>(filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on<br><br>April 30, 2025 and incorporated herein by reference)
10.48	Amendment No. 19 to the Amended and Restated Master Repurchase and Securities Contract, dated<br><br>as of April 17, 2025, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association<br><br>(filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on<br><br>July 30, 2025 and incorporated herein by reference)

131

10.49		Amendment No. 20 to the Amended and Restated Master Repurchase and Securities Contract, dated<br><br>as of May 29, 2025, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association<br><br>(filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on<br><br>July 30, 2025 and incorporated herein by reference)
10.50	*	Amendment No. 21 to the Amended and Restated Master Repurchase and Securities Contract,<br><br>Amendment No. 5 to Fee and Pricing Letter and Amendment No. 2 to Guarantee Agreement, dated<br><br>as of December 19, 2025, between Parlex 5 Finco, LLC and Wells Fargo Bank, National<br><br>Association
10.51		Amended and Restated Guarantee Agreement, dated as of June 30, 2015, made by Blackstonehttps://www.sec.gov/Archives/edgar/data/1061630/000119312515265974/d57666dex103.htm<br><br>Mortgage Trust, Inc. in favor of Wells Fargo Bank, National Association (filed as Exhibit 10.3 tohttps://www.sec.gov/Archives/edgar/data/1061630/000119312515265974/d57666dex103.htm<br><br>the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 28, 2015 andhttps://www.sec.gov/Archives/edgar/data/1061630/000119312515265974/d57666dex103.htm<br><br>incorporated herein by reference)
10.52		Acknowledgement of Guarantor, dated as of June 30, 2016, made by Blackstone Mortgage Trust,https://www.sec.gov/Archives/edgar/data/1061630/000119312516658148/d108792dex104.htm<br><br>Inc. in favor of Wells Fargo Bank, National Association (filed as Exhibit 10.4 to the Registrant’shttps://www.sec.gov/Archives/edgar/data/1061630/000119312516658148/d108792dex104.htm<br><br>Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 26, 2016 and incorporated hereinhttps://www.sec.gov/Archives/edgar/data/1061630/000119312516658148/d108792dex104.htm<br><br>by reference)
10.53		Term Loan Credit Agreement, dated as of April 23, 2019, among Blackstone Mortgage Trust, Inc.,https://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex101.htm<br><br>the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and JP Morganhttps://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex101.htm<br><br>Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank Plc,https://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex101.htm<br><br>Deutsche Bank Securities Inc. and Blackstone Advisory Partners LP, as Joint Lead Arrangers andhttps://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex101.htm<br><br>Joint Bookrunners (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (Filehttps://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex101.htm<br><br>No. 1-14788) filed on July 29, 2020 and incorporated herein by reference)
10.54		First Amendment to Term Loan Credit Agreement, dated as of November 19, 2019, by and amonghttps://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex102.htm<br><br>Blackstone Mortgage Trust, Inc., the subsidiary guarantors party thereto, each lender party theretohttps://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex102.htm<br><br>and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (filed as Exhibit 10.2https://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex102.htm<br><br>to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 29, 2020 andhttps://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex102.htm<br><br>incorporated herein by reference)
10.55		Second Amendment to Term Loan Credit Agreement, dated as of May 20, 2020, by and amonghttps://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex103.htm<br><br>Blackstone Mortgage Trust, Inc., the subsidiary guarantors party thereto, each lender party theretohttps://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex103.htm<br><br>and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (filed as Exhibit 10.3https://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex103.htm<br><br>to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 29, 2020 andhttps://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex103.htm<br><br>incorporated herein by reference)
10.56		Third Amendment to Term Loan Credit Agreement, dated as of June 11, 2020, by and amonghttps://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex104.htm<br><br>Blackstone Mortgage Trust, Inc., the subsidiary guarantors party thereto, each lender party theretohttps://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex104.htm<br><br>and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (filed as Exhibit 10.4https://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex104.htm<br><br>to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 29, 2020 andhttps://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex104.htm<br><br>incorporated herein by reference)
10.57		Fourth Amendment to Term Loan Credit Agreement, dated as of February 19, 2021, by and amonghttps://www.sec.gov/Archives/edgar/data/1061630/000119312521135306/d122153dex101.htm<br><br>Blackstone Mortgage Trust, Inc., the subsidiary guarantors party thereto, each lender party theretohttps://www.sec.gov/Archives/edgar/data/1061630/000119312521135306/d122153dex101.htm<br><br>and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (filed as Exhibit 10.1https://www.sec.gov/Archives/edgar/data/1061630/000119312521135306/d122153dex101.htm<br><br>to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 28, 2021 andhttps://www.sec.gov/Archives/edgar/data/1061630/000119312521135306/d122153dex101.htm<br><br>incorporated herein by reference)
10.58		Fifth Amendment to Term Loan Credit Agreement, dated as of June 21, 2021, by and amonghttps://www.sec.gov/Archives/edgar/data/1061630/000119312521226500/d62608dex101.htm<br><br>Blackstone Mortgage Trust, Inc., the subsidiary guarantors party thereto, each lender party theretohttps://www.sec.gov/Archives/edgar/data/1061630/000119312521226500/d62608dex101.htm<br><br>and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (filed as Exhibit 10.1https://www.sec.gov/Archives/edgar/data/1061630/000119312521226500/d62608dex101.htm<br><br>to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 28, 2021 andhttps://www.sec.gov/Archives/edgar/data/1061630/000119312521226500/d62608dex101.htm<br><br>incorporated herein by reference)
10.59		Sixth Amendment to Term Loan Credit Agreement, dated as of May 9, 2022, by and amonghttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit103.htm<br><br>Blackstone Mortgage Trust, Inc., the subsidiary guarantors party thereto, each lender party theretohttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit103.htm<br><br>and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (filed as Exhibit 10.3https://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit103.htm<br><br>to the Registrant’s Quarterly Report on Form 10-Q (file No. 1-14788) filed on July 27, 2022 andhttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit103.htm<br><br>incorporated herein by reference)

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10.60		Seventh Amendment to Term Loan Credit Agreement, dated as of November 4, 2022, by andhttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000010/exhibit1053.htm<br><br>among Blackstone Mortgage Trust, Inc., the subsidiary guarantors party thereto, each lender partyhttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000010/exhibit1053.htm<br><br>thereto and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.53 to thehttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000010/exhibit1053.htm<br><br>Registrant's Annual Report on Form 10-K (File No. 1-14788) filed on February 8, 2023 andhttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000010/exhibit1053.htm<br><br>incorporated herein by reference)
10.61		Eighth Amendment to Term Loan Credit Agreement, dated as of June 7, 2023, by and amonghttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000041/exhibit102.htm<br><br>Blackstone Mortgage Trust, Inc., the subsidiary guarantors party thereto, each lender party theretohttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000041/exhibit102.htm<br><br>and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.2 to the Registrant'shttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000041/exhibit102.htm<br><br>Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 26, 2023 and incorporated hereinhttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000041/exhibit102.htm<br><br>by reference)
10.62		Ninth Amendment to Term Loan Credit Agreement, dated as of September 13, 2024, by and amonghttps://www.sec.gov/Archives/edgar/data/1061630/000106163024000148/exhibit1043q24.htm<br><br>Blackstone Mortgage Trust, Inc., the subsidiary guarantors party thereto, each lender party theretohttps://www.sec.gov/Archives/edgar/data/1061630/000106163024000148/exhibit1043q24.htm<br><br>and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.4 to the Registrant'shttps://www.sec.gov/Archives/edgar/data/1061630/000106163024000148/exhibit1043q24.htm<br><br>Quarterly Report on Form 10-Q (File No. 1-14788) filed on October 23, 2024 and incorporatedhttps://www.sec.gov/Archives/edgar/data/1061630/000106163024000148/exhibit1043q24.htm<br><br>herein by reference)
10.63		Tenth Amendment to Term Loan Credit Agreement, dated as of  December 10, 2024, by and amonghttps://www.sec.gov/Archives/edgar/data/0001061630/000119312524275755/d892246dex101.htm<br><br>Blackstone Mortgage Trust, Inc., the subsidiary guarantors party thereto, each lender party theretohttps://www.sec.gov/Archives/edgar/data/0001061630/000119312524275755/d892246dex101.htm<br><br>and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 Current Report onhttps://www.sec.gov/Archives/edgar/data/0001061630/000119312524275755/d892246dex101.htm<br><br>Form 8-K (File No. 1-14788) filed on December 11, 2024 and incorporated herein by reference)
10.64		Eleventh Amendment to Term Loan Credit Agreement, dated as of June 18, 2025, by and amonghttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000101/exhibit1012q25.htm<br><br>Blackstone Mortgage Trust, Inc., the subsidiary guarantors party thereto, each lender party theretohttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000101/exhibit1012q25.htm<br><br>and JPMorgan Chase Bank, N.A., as administrative agent. (filed as Exhibit 10.1 to the Registrant'shttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000101/exhibit1012q25.htm<br><br>Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 30, 2025 and incorporated hereinhttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000101/exhibit1012q25.htm<br><br>by reference)
10.65		Twelfth Amendment to Term Loan Credit Agreement, dated as of August 6, 2025, by and amonghttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000128/exhibit1013q25.htm<br><br>Blackstone Mortgage Trust, Inc., the subsidiary guarantors party thereto, each lender party theretohttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000128/exhibit1013q25.htm<br><br>and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Registrant'shttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000128/exhibit1013q25.htm<br><br>Quarterly Report on Form 10-Q (File No. 1-14788) filed on October 29, 2025 and incorporatedhttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000128/exhibit1013q25.htm<br><br>herein by reference)
10.66	*	Thirteenth Amendment to Term Loan Credit Agreement, dated as of December 19 2025, by andexhibit10664q25.htm<br><br>among Blackstone Mortgage Trust, Inc., the subsidiary guarantors party thereto, each lender partyexhibit10664q25.htm<br><br>thereto and JPMorgan Chase Bank, N.A., as administrative agent
10.67		Loan Guaranty, entered into as of April 23, 2019, by and among the subsidiary guarantors and otherhttps://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex105.htm<br><br>persons from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agenthttps://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex105.htm<br><br>and collateral agent (filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (Filehttps://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex105.htm<br><br>No. 1-14788) filed on July 29, 2020 and incorporated herein by reference)
10.68		Pledge and Security Agreement, entered into as of April 23, 2019, by and among Blackstonehttps://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex106.htm<br><br>Mortgage Trust, Inc., the grantors from time to time party thereto and JPMorgan Chase Bank, N.A.,https://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex106.htm<br><br>as administrative agent and collateral agent (filed as Exhibit 10.6 to the Registrant’s Quarterlyhttps://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex106.htm<br><br>Report on Form 10-Q (File No. 1-14788) filed on July 29, 2020 and incorporated herein byhttps://www.sec.gov/Archives/edgar/data/1061630/000119312520201756/d945090dex106.htm<br><br>reference)
10.69		Master Repurchase Agreement, dated as of May 31, 2022, by and between Parlex 3A USD IE Issuerhttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit101.htm<br><br>Designated Activity Company, Parlex 3A GBP IE Issuer Designated Activity Company, Parlex 3Ahttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit101.htm<br><br>EUR IE Issuer Designated Activity Company, Parlex 3A SEK IE Issuer Designated Activityhttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit101.htm<br><br>Company, Perpetual Corporate Trust Limited as Trustee of the Parlex 2022-1 Issuer Trust, Parlexhttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit101.htm<br><br>3A FINCO, LLC, Parlex 3A UK Finco, LLC, Parlex 3A EUR Finco, LLC, Parlex 3A SEK Finco,https://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit101.htm<br><br>LLC, Silver Fin Sub TC PTY LTD, Gloss Finco 1, LLC and Barclays Bank PLC (filed as Exhibithttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit101.htm<br><br>10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 27, 2022https://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit101.htm<br><br>and incorporated herein by reference)

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10.70	First Amendment to Master Repurchase Agreement, dated as of August 22, 2022, by and amonghttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000049/exhibit102.htm<br><br>Parlex 3A USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuer Designatedhttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000049/exhibit102.htm<br><br>Activity Company, Parlex 3A EUR IE Issuer Designated Activity Company, Parlex 3A SEK IEhttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000049/exhibit102.htm<br><br>Issuer Designated Activity Company, Perpetual Corporate Trust Limited as Trustee of the Parlexhttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000049/exhibit102.htm<br><br>2022-1 Issuer Trust, Parlex 3A FINCO, LLC, Barclays Bank PLC, Parlex 3A Finco, LLC, Parlexhttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000049/exhibit102.htm<br><br>3A UK Finco, LLC, Parlex 3A EUR Finco, LLC, Parlex 3A SEK Finco, LLC, Silver Fin Sub TChttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000049/exhibit102.htm<br><br>PTY LTD, and Gloss Finco 1, LLC (filed as Exhibit 10.2 to the Registrant’s Quarterly Report onhttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000049/exhibit102.htm<br><br>Form 10-Q (File No. 1-14788) filed on October 26, 2022 and incorporated herein by reference)
10.71	Second Amendment to Master Repurchase Agreement, dated as of December 23, 2022, by andhttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000010/exhibit1061.htm<br><br>among Parlex 3A USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuerhttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000010/exhibit1061.htm<br><br>Designated Activity Company, Parlex 3A EUR IE Issuer Designated Activity Company, Parlex 3Ahttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000010/exhibit1061.htm<br><br>SEK IE Issuer Designated Activity Company, Perpetual Corporate Trust Limited as Trustee of thehttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000010/exhibit1061.htm<br><br>Parlex 2022-1 Issuer Trust, Parlex 3A FINCO, LLC, Barclays Bank PLC, Parlex 3A Finco, LLC,https://www.sec.gov/Archives/edgar/data/1061630/000106163023000010/exhibit1061.htm<br><br>Parlex 3A UK Finco, LLC, Parlex 3A EUR Finco, LLC, Parlex 3A SEK Finco, LLC, Silver Fin Subhttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000010/exhibit1061.htm<br><br>TC PTY LTD, and Gloss Finco 1, LLC (filed as Exhibit 10.61 to the Registrant's Annual Report onhttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000010/exhibit1061.htm<br><br>Form 10-K (File No. 1-14788) filed on February 8, 2023 and incorporated herein by reference)
10.72	Third Amendment to Master Repurchase Agreement, dated as of May 31, 2023, by and amonghttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000041/exhibit101.htm<br><br>Parlex 3A USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuer Designatedhttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000041/exhibit101.htm<br><br>Activity Company, Parlex 3A EUR IE Issuer Designated Activity Company, Parlex 3A SEK IEhttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000041/exhibit101.htm<br><br>Issuer Designated Activity Company, Perpetual Corporate Trust Limited as Trustee of the Parlexhttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000041/exhibit101.htm<br><br>2022-1 Issuer Trust, Parlex 3A FINCO, LLC, Barclays Bank PLC, Parlex 3A Finco, LLC, Parlexhttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000041/exhibit101.htm<br><br>3A UK Finco, LLC, Parlex 3A EUR Finco, LLC, Parlex 3A SEK Finco, LLC, Silver Fin Sub TChttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000041/exhibit101.htm<br><br>PTY LTD, and Gloss Finco 1, LLC (filed as Exhibit 10.1 to the Registrant's Quarterly Report onhttps://www.sec.gov/Archives/edgar/data/1061630/000106163023000041/exhibit101.htm<br><br>Form 10-Q (File No. 1-14788) filed on July 26, 2023 and incorporated herein by reference)
10.73	Fourth Amendment to Master Repurchase Agreement, dated as of November 22, 2023, by andhttps://www.sec.gov/Archives/edgar/data/1061630/000106163024000029/exhibit1064.htm<br><br>among Parlex 3A USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuerhttps://www.sec.gov/Archives/edgar/data/1061630/000106163024000029/exhibit1064.htm<br><br>Designated Activity Company, Parlex 3A EUR IE Issuer Designated Activity Company, Parlex 3Ahttps://www.sec.gov/Archives/edgar/data/1061630/000106163024000029/exhibit1064.htm<br><br>SEK IE Issuer Designated Activity Company, Perpetual Corporate Trust Limited as Trustee of thehttps://www.sec.gov/Archives/edgar/data/1061630/000106163024000029/exhibit1064.htm<br><br>Parlex 2022-1 Issuer Trust, Parlex 3A FINCO, LLC, Barclays Bank PLC, Parlex 3A Finco, LLC,https://www.sec.gov/Archives/edgar/data/1061630/000106163024000029/exhibit1064.htm<br><br>Parlex 3A UK Finco, LLC, Parlex 3A EUR Finco, LLC, Parlex 3A SEK Finco, LLC, Silver Fin Subhttps://www.sec.gov/Archives/edgar/data/1061630/000106163024000029/exhibit1064.htm<br><br>TC PTY LTD, and Gloss Finco 1, LLC (filed as Exhibit 10.64 to the Registrant’s Annual Report onhttps://www.sec.gov/Archives/edgar/data/1061630/000106163024000029/exhibit1064.htm<br><br>Form 10-K (file No. 1-14788) filed on February 14, 2024 and incorporated herein by reference)
10.74	Fifth Amendment to Master Repurchase Agreement, dated as of April 10, 2024, by and amonghttps://www.sec.gov/Archives/edgar/data/1061630/000106163024000116/exhibit1022q24.htm<br><br>Parlex 3A USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuer Designatedhttps://www.sec.gov/Archives/edgar/data/1061630/000106163024000116/exhibit1022q24.htm<br><br>Activity Company, Parlex 3A EUR IE Issuer Designated Activity Company, Parlex 3A SEK IEhttps://www.sec.gov/Archives/edgar/data/1061630/000106163024000116/exhibit1022q24.htm<br><br>Issuer Designated Activity Company, Perpetual Corporate Trust Limited as Trustee of the Parlexhttps://www.sec.gov/Archives/edgar/data/1061630/000106163024000116/exhibit1022q24.htm<br><br>2022-1 Issuer Trust, Parlex 3A FINCO, LLC, Barclays Bank PLC, Parlex 3A Finco, LLC, Parlexhttps://www.sec.gov/Archives/edgar/data/1061630/000106163024000116/exhibit1022q24.htm<br><br>3A UK Finco, LLC, Parlex 3A EUR Finco, LLC, Parlex 3A SEK Finco, LLC, Silver Fin Sub TChttps://www.sec.gov/Archives/edgar/data/1061630/000106163024000116/exhibit1022q24.htm<br><br>PTY LTD, and Gloss Finco 1, LLC (filed as Exhibit 10.2 to the Registrant’s Quarterly Report onhttps://www.sec.gov/Archives/edgar/data/1061630/000106163024000116/exhibit1022q24.htm<br><br>Form 10-Q (file No. 1-14788) filed on July 24, 2024 and incorporated herein by reference)
10.75	Sixth Amendment to Master Repurchase Agreement, dated as of February 20, 2025, by and amonghttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000054/exhibit1011q25.htm<br><br>Parlex 3A USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuer Designatedhttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000054/exhibit1011q25.htm<br><br>Activity Company, Parlex 3A EUR IE Issuer Designated Activity Company, Parlex 3A SEK IEhttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000054/exhibit1011q25.htm<br><br>Issuer Designated Activity Company, Perpetual Corporate Trust Limited as Trustee of the Parlexhttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000054/exhibit1011q25.htm<br><br>2022-1 Issuer Trust, Parlex 3A FINCO, LLC, Barclays Bank PLC, Parlex 3A Finco, LLC, Parlexhttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000054/exhibit1011q25.htm<br><br>3A UK Finco, LLC, Parlex 3A EUR Finco, LLC, Parlex 3A SEK Finco, LLC, Silver Fin Sub TChttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000054/exhibit1011q25.htm<br><br>PTY LTD, and Gloss Finco 1, LLC, and Parlex 3A CAD Finco, LLC (filed as Exhibit 10.1 to thehttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000054/exhibit1011q25.htm<br><br>Registrant’s Quarterly Report on Form 10-Q (file No. 1-14788) filed on April 30, 2025 andhttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000054/exhibit1011q25.htm<br><br>incorporated herein by reference)

134

10.76		Seventh Amendment to Master Repurchase Agreement, dated as of May 29, 2025, by and amonghttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000101/exhibit1022q25.htm<br><br>Parlex 3A USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuer Designatedhttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000101/exhibit1022q25.htm<br><br>Activity Company, Parlex 3A EUR IE Issuer Designated Activity Company, Parlex 3A SEK IEhttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000101/exhibit1022q25.htm<br><br>Issuer Designated Activity Company, Perpetual Corporate Trust Limited as Trustee of the Parlexhttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000101/exhibit1022q25.htm<br><br>2022-1 Issuer Trust, Parlex 3A FINCO, LLC, Barclays Bank PLC, Parlex 3A Finco, LLC, Parlexhttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000101/exhibit1022q25.htm<br><br>3A UK Finco, LLC, Parlex 3A EUR Finco, LLC, Parlex 3A SEK Finco, LLC, Silver Fin Sub TChttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000101/exhibit1022q25.htm<br><br>PTY LTD, and Gloss Finco 1, LLC, and Parlex 3A CAD Finco, LLC (filed as Exhibit 10.2 to thehttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000101/exhibit1022q25.htm<br><br>Registrant’s Quarterly Report on Form 10-Q (file No. 1-14788) filed on July 30, 2025 andhttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000101/exhibit1022q25.htm<br><br>incorporated herein by reference)
10.77		Guaranty, dated as of May 31, 2022, made by Blackstone Mortgage Trust, Inc., for the benefit ofhttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit102.htm<br><br>Parlex 3 USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuer Designatedhttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit102.htm<br><br>Activity Company, Parlex 3A EUR IE Issuer Designated Activity Company and Parlex 3A SEK IEhttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit102.htm<br><br>Issuer Designated Activity Company (filed as Exhibit 10.2 to the Registrant’s Quarterly Report onhttps://www.sec.gov/Archives/edgar/data/1061630/000106163022000036/exhibit102.htm<br><br>Form 10-Q (file No. 1-14788) filed on July 27, 2022 and incorporated herein by reference)
10.78		First Amendment to Guaranty, dated as of July 17, 2024, by and between Blackstone Mortgagehttps://www.sec.gov/Archives/edgar/data/1061630/000106163024000148/exhibit1033q24.htm<br><br>Trust, Inc, Parlex 3A USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuerhttps://www.sec.gov/Archives/edgar/data/1061630/000106163024000148/exhibit1033q24.htm<br><br>Designated Activity Company, Parlex 3A EUR IE Issuer Designated Activity Company, and Parlexhttps://www.sec.gov/Archives/edgar/data/1061630/000106163024000148/exhibit1033q24.htm<br><br>3A SEK IE Issuer Designated Activity Company, Perpetual Corporate Trust Limited As Trustee ofhttps://www.sec.gov/Archives/edgar/data/1061630/000106163024000148/exhibit1033q24.htm<br><br>the Parlex 2022-1 Issuer Trust, Barclays Bank PLC, Silver Holdco I, LLC and Silver Holdco II,https://www.sec.gov/Archives/edgar/data/1061630/000106163024000148/exhibit1033q24.htm<br><br>LLC, 345-50 Partners, LLC, 345-40 Partners, LLC, 345-2 Partners, LLC, 42-16 Partners, LLC, andhttps://www.sec.gov/Archives/edgar/data/1061630/000106163024000148/exhibit1033q24.htm<br><br>U.S. Bank Trustees Limited (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-<br><br>Q (file No. 1-14788) filed on October 23, 2024 and incorporated herein by reference)
19.1		Securities Trading Policy and Procedures (filed as Exhibit 19.1 to the Registrant’s Annual Report onhttps://www.sec.gov/Archives/edgar/data/1061630/000106163025000024/exhibit1914q24.htm<br><br>Form 10-K (file No. 1-14788) filed on February 12, 2025 and incorporated herein by reference)
21.1	*	Subsidiaries of Blackstone Mortgage Trust, Inc.
23.1	*	Consent of Deloitte & Touche LLP
31.1	*	Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxleyexhibit3114q25.htm<br><br>Act of 2002
31.2	*	Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxleyexhibit3124q25.htm<br><br>Act of 2002
32.1	*	Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant toexhibit3214q25.htm<br><br>Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
32.2	*	Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant toexhibit3224q25.htm<br><br>Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
97.1	+	Incentive Compensation Clawback Policy (filed as Exhibit 97.1 to the Registrant’s Annual Report<br><br>on Form 10-K (file No. 1-14788) filed on February 14, 2024 and incorporated herein by reference)
101.INS	++	XBRL Instance Document—the instance document does not appear in the interactive data file<br><br>because its XBRL tags are embedded within the inline XBRL document
101.SCH	++	Inline XBRL Taxonomy Extension Schema Document
101.CAL	++	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	++	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	++	Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	++	Inline XBRL Taxonomy Extension Definition Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*	Filed herewith
+	This document has been identified as a management contract or compensatory plan or arrangement.

135

++	This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise
subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities<br><br>Act, or the Exchange Act.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or<br><br>other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should<br><br>not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or<br><br>other documents were made solely within the specific context of the relevant agreement or document and may not<br><br>describe the actual state of affairs as of the date they were made or at any other time.

136

ITEM 16.	FORM 10-K SUMMARY

None.

137

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused

this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BLACKSTONE MORTGAGE TRUST, INC.
February 11, 2026	By:	/s/ Timothy S. Johnson
Date		Timothy S. Johnson<br><br>Chief Executive Officer and Chairperson of the Board of Directors<br><br>(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following

persons on behalf of the Registrant and in the capacities and on the dates indicated.

February 11, 2026	/s/ Timothy S. Johnson
Date	Timothy S. Johnson<br><br>Chief Executive Officer and Chairperson of the Board of Directors<br><br>(Principal Executive Officer)
February 11, 2026	/s/ Anthony F. Marone, Jr.
Date	Anthony F. Marone, Jr.<br><br>Chief Financial Officer<br><br>(Principal Financial Officer)
February 11, 2026	/s/ Marcin Urbaszek
Date	Marcin Urbaszek<br><br>Deputy Chief Financial Officer<br><br>(Principal Accounting Officer)
February 11, 2026	/s/ F. Austin Peña
Date	F. Austin Peña<br><br>President and Director
February 11, 2026	/s/ Leonard W. Cotton
Date	Leonard W. Cotton, Director
February 11, 2026	/s/ Jean Hsu
Date	Jean Hsu, Director
February 11, 2026	/s/ Nnenna J. Lynch
Date	Nnenna J. Lynch, Director
February 11, 2026	/s/ Michael B. Nash
Date	Michael B. Nash, Director
February 11, 2026	/s/ Henry N. Nassau
Date	Henry N. Nassau, Director
February 11, 2026	/s/ Gilda Perez-Alvarado
Date	Gilda Perez-Alvarado, Director
February 11, 2026	/s/ Lynne B. Sagalyn
Date	Lynne B. Sagalyn, Director

F-1

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)	F-2
Consolidated Balance Sheets as ofDecember 31, 2025and2024	F-6
Consolidated Statements of Operations for the Years EndedDecember 31, 2025,2024, and2023	F-7
Consolidated Statements of Comprehensive Income for the Years EndedDecember 31, 2025,2024, and2023	F-8
Consolidated Statements of Changes in Equity for the Years EndedDecember 31, 2025,2024, and2023	F-9
Consolidated Statements of Cash Flows for the Years EndedDecember 31, 2025,2024, and2023	F-10
Notes to Consolidated Financial Statements	F-12
Schedule IV – Mortgage Loans on Real Estate	S-1

Schedules other than those listed are omitted as they are not applicable or the required or equivalent information has been

included in the consolidated financial statements or notes thereto.

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of

Blackstone Mortgage Trust, Inc.

New York, New York

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Blackstone Mortgage Trust, Inc and subsidiaries (the

“Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income,

changes in equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes

and the schedules listed in the Index at Item 15(a)(collectively referred to as the “financial statements”). We also have

audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in

Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the

Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years

in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of

America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial

reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued

by COSO.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over

financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the

accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an

opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on

our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement,

whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material

respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the

financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits

also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting

included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness

exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our

audits also included performing such other procedures as we considered necessary in the circumstances. We believe that

our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and

procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

that receipts and expenditures of the company are being made only in accordance with authorizations of management and

directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

F-3

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements

that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or

disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex

judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements,

taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the

critical audit matters or on the accounts or disclosures to which they relate.

Current Expected Credit Loss (“CECL”) Reserve – Adjustments to Reflect Management’s Estimation of Economic

Conditions – Refer to Note 2 in the Financial Statements

Critical Audit Matter Description

The Company estimates its CECL reserve primarily using the Weighted Average Remaining Maturity (“WARM”) method,

which has been identified as an acceptable loss-rate method for estimating CECL reserves. The Company utilizes its own

historical loan loss data supplemented with the data obtained from an external service provider. The data obtained is

subject to several screening and/or judgmental adjustments that are applied in order to better align this loan-level data to

the attributes of the Company’s loan portfolio.

The Company’s CECL reserve determined under the WARM method is further adjusted to reflect management’s

estimation of the current and future economic conditions that may impact the performance of the commercial real estate

assets securing the Company’s loans. The items considered in management’s estimation include unemployment rates,

interest rates and other macroeconomic factors impacting the likelihood and magnitude of potential credit losses for the

Company’s loans during their anticipated term.

We identified the adjustments to the CECL reserve to reflect management’s estimation of the current and future economic

conditions that may impact the performance of the commercial real estate assets securing the Company’s loans as a critical

audit matter because of the subjectivity, complexity and estimation uncertainty in such adjustments made to account for the

macroeconomic factors. This required a high degree of auditor judgment and an increased extent of effort when performing

audit procedures to evaluate whether the adjustments determined by management reasonably and appropriately quantify

macroeconomic risks associated with the Company’s loan portfolio, including the need to involve our credit specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures to assess the adjustments applied by management to the CECL reserve to account for current and

future economic conditions included, among others:

•We tested the design and operating effectiveness of controls implemented by the Company in relation to the

establishment of the CECL reserve. Specifically, in relation to the adjustments made to their CECL reserve to

account for current and future economic conditions, we focused our procedures on internal controls related to

evaluation of macroeconomic factors and other judgments involved in the determination of such adjustments.

•We evaluated the appropriateness and consistency of the methods and assumptions used by management to

develop the adjustments and assessed macro-economic and industry trends.

•We tested the accuracy and completeness of quantitative data used by management to develop the adjustments to

account for current and future economic conditions.

•We utilized credit specialists to assist in the evaluation of management’s CECL methodology and assumptions,

including the estimation of economic conditions.

F-4

CECL Reserve – Estimation of Fair Value of Underlying Collateral of Impaired Loans – Refer to Note 2 and Note 3

in the Financial Statements

Critical Audit Matter Description

The Company assesses the CECL reserve for impaired loans on an individual basis by comparing the estimated fair value

of the underlying collateral, less costs to sell, to the book value of the respective loan. These valuations require significant

judgment, which include assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major

tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other

factors deemed relevant by the Company.

We identified the estimation of the fair value of the underlying collateral of impaired loans as a critical audit matter

because of the complexity and judgement involved in the determination of the valuation methodology and assumptions, as

well as subjectivity of the unobservable inputs utilized in the valuation. Auditing the fair value of the underlying collateral

for impaired loans required a high degree of auditor judgment and increased effort, including the need to involve our fair

value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the estimate of fair value of the underlying collateral of impaired loans as part of estimation

of the CECL reserve included, among others:

•We tested the design and operating effectiveness of controls over the estimation of the fair value of the collateral

underlying the impaired loans, including specifically management’s review of the valuation model and underlying

assumptions utilized in estimating the fair value of the underlying collateral.

•We tested management’s assumptions through independent analysis and comparison to external sources.

•We utilized our internal fair value specialists to assist in the evaluation of management’s valuation methodologies

and assumptions. With the assistance of our specialists, we evaluated certain of these assumptions (e.g., guideline

transactions, discount rates, capitalization rates). Our internal specialist procedures included testing the underlying

source information of the assumptions, as well as developing a range of independent estimates and comparing

those to the assumptions used by management.

Allocation of Purchase Price for Owned Real Estate – Refer to Notes 2 and 4 in the Financial Statements

Critical Audit Matter Description

The Company has acquired legal title or otherwise consolidated five owned real estate assets, for an aggregate acquisition

date fair value of $654.3 million during 2025. Accordingly, the purchase price paid for assets acquired and liabilities

assumed was allocated, based on fair value, to building, land, furniture, fixtures, and equipment, site and tenant

improvements, in-place leases, above and below market leases, other intangible assets and liabilities and other tangible

assets and liabilities. The method for determining fair value varied depending on the type of real estate investment and

associated assets acquired and liabilities assumed and involved management making significant estimates related to

assumptions such as future cash flows, capitalization rates, discount rates, and sales comparables.

We identified the allocation of purchase price as a critical audit matter because of the significant estimates management

makes to determine the fair value of assets acquired and liabilities assumed. This required a high degree of auditor

judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit

procedures to evaluate the reasonableness of management’s assumptions.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the relative fair value of assets acquired and liabilities assumed by the Company included

the following, among others:

•We tested the effectiveness of controls over management’s critical assumptions including:

◦The selection of the methods and valuation techniques used to determine that fair value is appropriate and

consistent with industry standards.

F-5

◦The assumptions for allocating the purchase price to tangible and intangible assets and liabilities.

•We held discussions with the Company’s management and evaluated Company-prepared analyses to assess the

reasonableness of the accounting treatment as an asset acquisition as opposed to a business combination.

•We obtained and evaluated the third-party purchase price allocation report along with relevant supporting

documentation, in order to corroborate our understanding of the substance of the acquisition obtained through

inquiry with the Company’s management, as well as assess the completeness of the assets acquired and liabilities

assumed as part of the acquisition.

•With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology,

costs to replace certain assets, and significant assumptions used in the cash flow models, including testing the

mathematical accuracy of the calculation and comparing the key inputs used in the projections to external market

sources.

•With the assistance of our fair value specialists, we tested the reasonableness of management's capitalization and

discount rates by comparing the assumptions used to external market sources.

•We tested the reasonableness of management's projections of the property's net operating income by comparing

the assumptions used in the projections to external market sources, executed lease agreements, historical data, and

results from other areas of the audit.

/s/ Deloitte & Touche LLP

New York, New York

February 11, 2026

We have served as the Company’s auditor since 2013

F-6

Blackstone Mortgage Trust, Inc.

Consolidated Balance Sheets

(in thousands, except share data)

	December 31, 2025	December 31, 2024
Assets
Cash and cash equivalents	$452,526	$323,483
Loans receivable	18,069,134	19,047,518
Current expected credit loss reserve	(284,440)	(733,936)
Loans receivable, net	17,784,694	18,313,582
Owned real estate, net	1,134,975	588,185
Investments in unconsolidated entities (includes $111,010 and $0 at fair value as of<br><br>December 31, 2025 and December 31, 2024, respectively)	217,488	4,452
Other assets	413,263	572,253
Total Assets	$20,002,946	$19,801,955
Liabilities and Equity
Secured debt, net	$10,117,292	$9,696,334
Securitized debt obligations, net	2,139,719	1,936,956
Asset-specific debt, net	997,746	1,224,841
Loan participations sold, net	—	100,064
Term loans, net	1,808,000	1,732,073
Senior secured notes, net	784,876	771,035
Convertible notes, net	264,745	263,616
Other liabilities	386,178	282,847
Total Liabilities	16,498,556	16,007,766
Commitments and contingencies (Note 22)
Equity
Class A common stock, $0.01 par value, 400,000,000 shares authorized,<br><br>168,259,023 and 172,792,094 shares issued and outstanding as of December 31,<br><br>2025 and December 31, 2024, respectively	1,683	1,728
Additional paid-in capital	5,430,542	5,511,053
Accumulated other comprehensive income	12,113	8,268
Accumulated deficit	(1,945,428)	(1,733,741)
Total Blackstone Mortgage Trust, Inc. stockholders’ equity	3,498,910	3,787,308
Non-controlling interests	5,480	6,881
Total Equity	3,504,390	3,794,189
Total Liabilities and Equity	$20,002,946	$19,801,955

Note: The consolidated balance sheets as of December 31, 2025 and 2024 include assets of consolidated variable interest

entities, or VIEs, that can only be used to settle obligations of each respective VIE, and liabilities of consolidated VIEs for

which creditors do not have recourse to Blackstone Mortgage Trust, Inc. As of December 31, 2025 and 2024, assets of the

consolidated VIEs totaled $3.3 billion and $2.4 billion, respectively, and liabilities of the consolidated VIEs totaled

$2.2 billion and $2.0 billion, respectively. Refer to Note 20 for further discussion of the VIEs.

See accompanying notes to consolidated financial statements.

F-7

Blackstone Mortgage Trust, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share data)

	Year Ended December 31,
	2025	2024	2023
Income from loans and other investments
Interest and related income	$1,356,401	$1,769,043	$2,037,621
Less: Interest and related expenses	988,947	1,289,972	1,366,956
Income from loans and other investments, net	367,454	479,071	670,665
Revenue from owned real estate	184,980	13,040	—
Gain on extinguishment of debt	—	5,352	4,616
Other income	400	1,064	—
Total net revenue	552,834	498,527	675,281
Expenses
Management and incentive fees	67,554	74,792	119,089
General and administrative expenses	52,180	53,922	51,143
Expenses from owned real estate	215,578	22,060	—
Other expenses	6	5,663	—
Total expenses	335,318	156,437	170,232
Increase in current expected credit loss reserve	(112,486)	(538,801)	(249,790)
Income (loss) from unconsolidated entities	8,307	(2,748)	—
Income (loss) before income taxes	113,337	(199,459)	255,259
Income tax provision	3,668	2,374	5,362
Net income (loss)	109,669	(201,833)	249,897
Net income attributable to non-controlling interests	(100)	(2,255)	(3,342)
Net income (loss) attributable to Blackstone Mortgage<br><br>Trust, Inc.	$109,569	$(204,088)	$246,555
Net income (loss) per share of common stock, basic and<br><br>diluted	$0.64	$(1.17)	$1.43
Weighted-average shares of common stock outstanding,<br><br>basic and diluted	170,961,564	173,782,523	172,672,038

See accompanying notes to consolidated financial statements.

F-8

Blackstone Mortgage Trust, Inc.

Consolidated Statements of Comprehensive Income

(in thousands)

	Year Ended December 31,
	2025	2024	2023
Net income (loss)	$109,669	$(201,833)	$249,897
Other comprehensive income (loss)
Unrealized gain (loss) on foreign currency translation	190,307	(89,460)	75,339
Realized and unrealized (loss) gain on derivative<br><br>financial instruments	(185,581)	88,274	(75,907)
Unrealized loss on derivative financial instruments from<br><br>unconsolidated entities	(881)	—	—
Other comprehensive income (loss)	3,845	(1,186)	(568)
Comprehensive income (loss)	113,514	(203,019)	249,329
Comprehensive income attributable to non-controlling<br><br>interests	(100)	(2,255)	(3,342)
Comprehensive income (loss) attributable to Blackstone<br><br>Mortgage Trust, Inc.	$113,414	$(205,274)	$245,987

See accompanying notes to consolidated financial statements.

F-9

Blackstone Mortgage Trust, Inc.

Consolidated Statements of Changes in Equity (in thousands)

	Blackstone Mortgage Trust, Inc.
	Class A<br><br>Common<br><br>Stock	Additional<br><br>Paid-<br><br>In Capital	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Income (Loss)	Accumulated<br><br>Deficit	Stockholders’<br><br>Equity	Non-<br><br>Controlling<br><br>Interests	Total<br><br>Equity
Balance at December 31, 2022	$1,717	$5,475,804	$10,022	$(968,749)	$4,518,794	$25,406	$4,544,200
Restricted class A common stock<br><br>earned	15	29,960	—	—	29,975	—	29,975
Dividends reinvested	—	1,015	—	—	1,015	—	1,015
Deferred directors’ compensation	—	680	—	—	680	—	680
Net income	—	—	—	246,555	246,555	3,342	249,897
Other comprehensive loss	—	—	(568)	—	(568)	—	(568)
Dividends declared on common<br><br>stock and deferred stock units,<br><br>$2.48 per share	—	—	—	(428,740)	(428,740)	—	(428,740)
Distributions to non-controlling<br><br>interests	—	—	—	—	—	(8,955)	(8,955)
Balance at December 31, 2023	$1,732	$5,507,459	$9,454	$(1,150,934)	$4,367,711	$19,793	$4,387,504
Repurchases of class A common<br><br>stock	(16)	(29,217)	—	—	(29,233)	—	(29,233)
Restricted class A common stock<br><br>earned	12	30,957	—	—	30,969	—	30,969
Dividends reinvested	—	995	—	—	995	—	995
Deferred directors’ compensation	—	859	—	—	859	—	859
Net (loss) income	—	—	—	(204,088)	(204,088)	2,255	(201,833)
Other comprehensive loss	—	—	(1,186)	—	(1,186)	—	(1,186)
Dividends declared on common<br><br>stock and deferred stock units,<br><br>$2.18 per share	—	—	—	(378,719)	(378,719)	—	(378,719)
Contributions from non-<br><br>controlling interests	—	—	—	—	—	1,245	1,245
Distributions to non-controlling<br><br>interests	—	—	—	—	—	(16,412)	(16,412)
Balance at December 31, 2024	$1,728	$5,511,053	$8,268	$(1,733,741)	$3,787,308	$6,881	$3,794,189
Shares of class A common stock<br><br>issued, net	1	(1)	—	—	—	—	—
Repurchases of class A common<br><br>stock	(60)	(109,447)	—	—	(109,507)	—	(109,507)
Restricted class A common stock<br><br>earned	14	27,540	—	—	27,554	—	27,554
Dividends reinvested	—	689	—	—	689	—	689
Deferred directors’ compensation	—	708	—	—	708	—	708
Net income	—	—	—	109,569	109,569	100	109,669
Other comprehensive income	—	—	3,845	—	3,845	—	3,845
Dividends declared on common<br><br>stock and deferred stock units,<br><br>$1.88 per share	—	—	—	(321,256)	(321,256)	—	(321,256)
Distributions to non-controlling<br><br>interests	—	—	—	—	—	(1,501)	(1,501)
Balance at December 31, 2025	$1,683	$5,430,542	$12,113	$(1,945,428)	$3,498,910	$5,480	$3,504,390

See accompanying notes to consolidated financial statements.

F-10

Blackstone Mortgage Trust, Inc.

Consolidated Statements of Cash Flows

(in thousands)

	Year Ended December 31,
	2025	2024	2023
Cash flows from operating activities
Net income (loss)	$109,669	$(201,833)	$249,897
Adjustments to reconcile net income (loss) to net cash provided by<br><br>operating activities
Non-cash compensation expense	28,262	31,828	30,655
Amortization of deferred fees on loans	(59,421)	(64,133)	(78,428)
Amortization of deferred financing costs and premiums/<br><br>discounts on debt obligations	38,387	42,955	54,264
Payment-in-kind interest, net of interest received	(19,535)	(16,660)	(2,865)
Increase in current expected credit loss reserve	112,486	538,801	249,790
Straight-line rental income	2,847	151	—
Gain on extinguishment of debt	—	(5,352)	(4,616)
Depreciation and amortization of owned real estate	68,840	9,407	—
(Income) loss from unconsolidated entities	(8,307)	2,748	—
Distributions of earnings from unconsolidated entities	1,509	—	—
Unrealized loss (gain) on derivative financial instruments, net	2,741	(2,075)	2,769
Realized gain on derivative financial instruments, net	(21,489)	(9,987)	(28,202)
Changes in assets and liabilities, net
Other assets	30,452	45,170	(20,666)
Other liabilities	(10,568)	(4,567)	6,243
Net cash provided by operating activities	275,873	366,453	458,841
Cash flows from investing activities
Principal fundings of loans receivable	(5,617,406)	(1,356,208)	(1,344,130)
Principal collections, sales proceeds, and cost-recovery proceeds<br><br>from loans receivable	6,218,729	4,790,510	2,840,467
Origination and other fees received on loans receivable	70,713	31,693	17,992
Payments under derivative financial instruments	(203,010)	(150,027)	(233,544)
Receipts under derivative financial instruments	130,761	90,221	163,682
Collateral deposited under derivative agreements	(433,280)	(191,780)	(352,120)
Return of collateral deposited under derivative agreements	412,790	290,470	351,730
Investment in unconsolidated entities	(207,119)	(7,200)	—
Capital expenditures on owned real estate	(12,773)	(590)	—
Net cash provided by investing activities	359,405	3,497,089	1,444,077

continued…

See accompanying notes to consolidated financial statements.

F-11

Blackstone Mortgage Trust, Inc.

Consolidated Statements of Cash Flows

(in thousands)

	Year Ended December 31,
	2025	2024	2023
Cash flows from financing activities
Borrowings under secured debt	$4,359,966	$1,433,578	$1,636,899
Repayments under secured debt	(4,437,917)	(4,176,428)	(2,742,450)
Proceeds from issuance of securitized debt obligations	1,021,964	—	—
Repayments of securitized debt obligations	(715,930)	(666,004)	(166,027)
Borrowings under asset-specific debt	702,051	224,014	292,019
Repayments under asset-specific debt	(936,275)	—	(239,037)
Proceeds from sale of loan participations	—	—	100,692
Repayments of loan participations	(104,028)	(235,960)	—
Net proceeds from term loan borrowings	90,732	646,750	—
Repayments and repurchases of term loans	(7,443)	(1,020,785)	(21,997)
Proceeds from issuance of senior secured notes	—	450,000	—
Repurchases of senior secured notes	—	(27,222)	(28,945)
Repayments and repurchases of convertible notes	—	(31,424)	(220,000)
Payment of deferred financing costs	(53,800)	(30,787)	(23,215)
Contributions from non-controlling interests	—	1,245	—
Distributions to non-controlling interests	(1,501)	(16,412)	(8,955)
Dividends paid on class A common stock	(322,731)	(404,016)	(426,927)
Repurchases of class A common stock	(109,507)	(29,233)	—
Net cash used in financing activities	(514,419)	(3,882,684)	(1,847,943)
Net increase (decrease) in cash and cash equivalents	120,859	(19,142)	54,975
Cash and cash equivalents at beginning of period	323,483	350,014	291,340
Effects of currency translation on cash and cash equivalents	8,184	(7,389)	3,699
Cash and cash equivalents at end of period	$452,526	$323,483	$350,014
Supplemental disclosure of cash flows information
Payments of interest	$(966,619)	$(1,261,379)	$(1,292,598)
Payments of income taxes	$(4,008)	$(4,483)	$(6,668)
Supplemental disclosure of non-cash investing and financing<br><br>activities
Dividends declared, not paid	$(79,081)	$(81,214)	$(107,390)
Loan principal payments held by servicer, net	$71,089	$109,457	$48,287
Transfer of senior loans to owned real estate	$565,110	$590,937	$—
Assumption of other assets and liabilities related to owned real estate	$89,223	$168,249	$—
Accrued capital expenditures on owned real estate	$333	$1,176	$—

See accompanying notes to consolidated financial statements.

F-12

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (Unaudited)

1. ORGANIZATION

References herein to “Blackstone Mortgage Trust,” “Company,” “we,” “us” or “our” refer to Blackstone Mortgage Trust,

Inc., a Maryland corporation, and its subsidiaries unless the context specifically requires otherwise.

Blackstone Mortgage Trust is a real estate finance company that originates, acquires, and manages senior loans and other

debt or credit-oriented investments collateralized by or relating to commercial real estate in North America, Europe, and

Australia. Our portfolio is composed primarily of senior loans secured by high-quality, institutional assets located in major

markets, and sponsored by experienced, well-capitalized real estate investment owners and operators. We finance our

investments in a variety of ways, including borrowing under secured credit facilities, issuing collateralized loan obligations,

or CLOs, other securitization transactions, syndicating senior loans and/or participations, and other forms of asset-level

financing, depending on our view of the most prudent financing option available for each of our investments. We are

externally managed by BXMT Advisors L.L.C., or our Manager, a subsidiary of Blackstone Inc., or Blackstone, and are a

real estate investment trust, or REIT, traded on the New York Stock Exchange, or NYSE, under the symbol “BXMT.” Our

principal executive offices are located at 345 Park Avenue, New York, New York 10154.

We conduct our operations as a REIT for U.S. federal income tax purposes. We generally will not be subject to U.S. federal

income taxes on our taxable income to the extent that we annually distribute all of our net taxable income to stockholders

and maintain our qualification as a REIT. We also operate our business in a manner that permits us to maintain an

exclusion from registration under the Investment Company Act of 1940, as amended. We are organized as a holding

company and conduct our business primarily through our various subsidiaries.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles

generally accepted in the United States of America, or GAAP, and include, on a consolidated basis, our accounts, the

accounts of our wholly-owned subsidiaries, majority-owned subsidiaries, and variable interest entities, or VIEs, of which

we are the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.

Principles of Consolidation

We consolidate all entities that we control through either majority ownership or voting rights. In addition, we consolidate

all VIEs of which we are considered the primary beneficiary. VIEs are defined as entities in which equity investors (i) do

not have an interest with the characteristics of a controlling financial interest and/or (ii) do not have sufficient equity at risk

for the entity to finance its activities without additional subordinated financial support from other parties. The entity that

consolidates a VIE is known as its primary beneficiary and is generally the entity with (i) the power to direct the activities

that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIE or the

obligation to absorb losses of the VIE that could be significant to the VIE. Entities that do not qualify as VIEs are generally

considered voting interest entities, or VOEs, and are evaluated for consolidation under the voting interest model. VOEs are

consolidated when we control the entity through a majority voting interest or other means.

For consolidated entities, the non-controlling partner’s share of the assets, liabilities, and operations of each joint venture is

included in non-controlling interests as a component of total equity. The non-controlling partner’s interest is generally

computed as the joint venture partner’s ownership percentage.

When the requirements for consolidation are not met and we have significant influence over the operations of the entity, the

investment is accounted for under the equity method of accounting. Investments in unconsolidated entities for which we

have not elected the fair value option, or FVO, are initially recorded at cost and subsequently adjusted for our pro-rata

share of net income, contributions and distributions. When we elect the FVO, we record our share of the net asset value of

the entity and any related unrealized gains and losses.

We review our investments in unconsolidated entities for impairment each quarter or when there is an event or change in

circumstances that indicates a decrease in value. If there is a decrease in value due to a series of operating losses or other

factors, the investment is evaluated to determine if the loss in value is considered other than temporary. Although a current

fair value below the carrying value of the investment is an indicator of impairment, we will only recognize an impairment

F-13

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

if the loss in value is determined to be an other than temporary impairment. If an impairment is determined to be other than

temporary, we will record an impairment charge sufficient to reduce the investment’s carrying value to its fair value, which

would result in a new cost basis. This new cost basis will be used for future periods when recording subsequent income or

loss and cannot be written up to a higher value as a result of increases in fair value.

In 2017, we entered into a joint venture with Walker & Dunlop Inc., or Walker & Dunlop, to originate, hold, and finance

multifamily bridge loans, which we refer to as our Multifamily Joint Venture. Pursuant to the terms of the agreements

governing the joint venture, Walker & Dunlop contributed 15% of the venture’s equity capital and we contributed 85%.

We consolidate our Multifamily Joint Venture as we have a controlling financial interest. The non-controlling interests

included on our consolidated balance sheets represent the equity interests in our Multifamily Joint Venture that are owned

by Walker & Dunlop. A portion of our Multifamily Joint Venture’s consolidated equity and results of operations are

allocated to these non-controlling interests based on Walker & Dunlop’s pro rata ownership of our Multifamily Joint

Venture.

In 2024, we entered into a joint venture with a Blackstone-advised investment vehicle to invest in triple net lease

properties, which we refer to as our Net Lease Joint Venture. Our aggregate ownership interest in our Net Lease Joint

Venture was 75% as of December 31, 2025. We do not consolidate our Net Lease Joint Venture as we do not have a

controlling financial interest. Our investment in our Net Lease Joint Venture is accounted for under the equity method, and

is recorded in investment in unconsolidated entities on our consolidated balance sheets, and our pro-rata share of income

(loss) is recorded in income (loss) from unconsolidated entities on our consolidated statements of operations.

In the second quarter of 2025, we entered into a joint venture with a Blackstone-advised investment vehicle to acquire

portfolios of performing commercial mortgage loans, which we refer to as our Bank Loan Portfolio Joint Venture. During

the year ended December 31, 2025, our Bank Loan Portfolio Joint Venture acquired two portfolios of performing

commercial mortgage loans. Our aggregate ownership interest in our Bank Loan Portfolio Joint Venture was 35% as of

December 31, 2025. We do not consolidate our Bank Loan Portfolio Joint Venture as we do not have a controlling

financial interest. Our investment in our Bank Loan Portfolio Joint Venture is accounted for using the FVO, and is recorded

as an investment in unconsolidated entities on our consolidated balance sheets, and our pro-rata share of any unrealized

gains and losses is recorded in income (loss) from unconsolidated entities on our consolidated statements of operations.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and

assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of

the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting

period. Actual results may ultimately differ materially from those estimates.

Revenue Recognition

Interest income from our loans receivable portfolio is recognized over the life of each loan using the effective interest

method and is recorded on the accrual basis. Recognition of fees, premiums, and discounts associated with these

investments is deferred and recorded over the term of the loan as an adjustment to yield. Income accrual is generally

suspended for loans at the earlier of the date at which payments become 90 days past due or when, in our opinion, recovery

of income and principal becomes doubtful. Interest received is then recorded as income or as a reduction in the amortized

cost basis, based on the specific facts and circumstances, until accrual is resumed when the loan becomes contractually

current and performance is demonstrated to be resumed. In addition, for loans we originate, the related origination expenses

are deferred and recognized as a reduction to interest income; however, expenses related to loans we acquire are included

in general and administrative expenses as incurred.

The sources of revenue from our owned real estate assets, which is included in revenue from owned real estate on our

consolidated statements of operations, and the related revenue recognition policies are as follows:

Rental income primarily consists of base rent income arising from tenant leases at our office and multifamily properties.

We determine if an arrangement is a lease at contract inception, which is subject to the provisions of ASC 842. Base rent is

recognized on a straight-line basis over the life of the lease, including any rent steps or abatement provisions. We begin to

recognize revenue upon the acquisition of the related property or when a tenant takes possession of the leased space.

Other operating income primarily consists of income from our hospitality properties and tenant reimbursement income.

Revenue from our hospitality properties consists primarily of room revenue and food and beverage revenue. Room revenue

F-14

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

is recognized when the related room is occupied and other hospitality revenue is recognized when the service is rendered.

Tenant reimbursement income primarily consists of amounts due from tenants for costs related to common area

maintenance, real estate taxes, and other recoverable costs included in lease agreements.

We evaluate the collectibility of receivables related to rental revenue on an individual lease basis and exercise judgment in

assessing collectability considering the length of time a receivable has been outstanding, tenant credit-worthiness, payment

history, available information about the financial condition of the tenant, and current economic trends, among other factors.

Tenant receivables that are deemed uncollectible are recognized as a reduction to rental revenue.

Cash and Cash Equivalents

Cash and cash equivalents represent cash held in banks and liquid investments with original maturities of three months or

less. We may have bank balances in excess of federally insured amounts; however, we deposit our cash and cash

equivalents with high credit-quality institutions to minimize credit risk exposure. We have not experienced, and do not

expect, any losses on our cash or cash equivalents. As of both December 31, 2025 and December 31, 2024, we had no

restricted cash on our consolidated balance sheets.

Loans Receivable

We originate and purchase commercial real estate debt and related instruments generally to be held as long-term

investments at amortized cost.

Current Expected Credit Losses Reserve

The current expected credit loss, or CECL, reserve required under the Financial Accounting Standards Board, or FASB,

Accounting Standards Codification, or ASC, Topic 326 “Financial Instruments – Credit Losses,” or ASC 326, reflects our

current estimate of potential credit losses related to our loans and notes receivable included in our consolidated balance

sheets. Changes to the CECL reserves are recognized through net income on our consolidated statements of operations.

While ASC 326 does not require any particular method for determining the CECL reserves, it does specify the reserves

should be based on relevant information about past events, including historical loss experience, current portfolio and

market conditions, and reasonable and supportable forecasts for the duration of each respective loan. In addition, other than

a few narrow exceptions, ASC 326 requires that all financial instruments subject to the CECL model have some amount of

loss reserve to reflect the principle underlying the CECL model that all loans and similar assets have some inherent risk of

loss, regardless of credit quality, subordinate capital, or other mitigating factors.

We estimate our CECL reserves primarily using the Weighted-Average Remaining Maturity, or WARM method, which

has been identified as an acceptable loss-rate method for estimating CECL reserves in FASB Staff Q&A Topic 326, No. 1.

The WARM method requires us to reference historic loan loss data across a comparable data set and apply such loss rate to

each of our loans over their expected remaining term, taking into consideration expected economic conditions over the

relevant time frame. We apply the WARM method for the majority of our loan portfolio, which consists of loans that share

similar risk characteristics. In certain instances, for loans with unique risk characteristics, we may instead use a probability-

weighted model that considers the likelihood of default and expected loss given default for each such individual loan.

Application of the WARM method to estimate CECL reserves requires judgment, including (i) the appropriate historical

loan loss reference data, (ii) the expected timing and amount of future loan fundings and repayments, and (iii) the current

credit quality of our portfolio and our expectations of performance and market conditions over the relevant time period. To

estimate the historic loan losses relevant to our portfolio, we have augmented our historical loan performance, with market

loan loss data licensed from Trepp LLC. This database includes commercial mortgage-backed securities, or CMBS, issued

since January 1, 1999 through November 30, 2025. Within this database, we focused our historical loss reference

calculations on the most relevant subset of available CMBS data, which we determined based on loan metrics that are most

comparable to our loan portfolio including asset type, geography, and origination loan-to-value, or LTV. We believe this

CMBS data, which includes month-over-month loan and property performance, is the most relevant, available, and

comparable dataset to our portfolio.

Our loans typically include commitments to fund incremental proceeds to our borrowers over the life of the loan. These

future funding commitments are also subject to the CECL model. The CECL reserve related to future loan fundings is

recorded as a component of other liabilities on our consolidated balance sheets. This CECL reserve is estimated using the

same process outlined above for our outstanding loan balances, and changes in this component of the CECL reserve will

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Notes to Consolidated Financial Statements (continued)

similarly impact our consolidated net income. For both the funded and unfunded portions of our loans, we consider our

internal risk rating of each loan as the primary credit quality indicator underlying our assessment.

The CECL reserves are measured on a collective basis wherever similar risk characteristics exist within a pool of similar

assets. We have identified the following pools and measure the reserve for credit losses using the following methods:

•U.S. Loans: WARM method that incorporates a subset of historical loss data, expected weighted-average

remaining maturity of our loan pool, and an economic view.

•Non-U.S. Loans: WARM method that incorporates a subset of historical loss data, expected weighted-average

remaining maturity of our loan pool, and an economic view.

•Unique Loans: a probability of default and loss given default model, assessed on an individual basis.

•Impaired Loans: impairment is indicated when it is deemed probable that we will not be able to collect all

amounts due to us pursuant to the contractual terms of the loan. Determining that a loan is impaired requires

significant judgment from management and is based on several factors including (i) the underlying collateral

performance, (ii) discussions with the borrower, (iii) borrower events of default, and (iv) other facts that impact

the borrower’s ability to pay the contractual amounts due under the terms of the loan. If a loan is determined to be

impaired, we record the impairment as a component of our CECL reserves by applying the practical expedient for

collateral dependent loans. The CECL reserves are assessed on an individual basis for these loans by comparing

the estimated fair value of the underlying collateral, less costs to sell, to the book value of the respective loan.

These valuations require significant judgments, which include assumptions regarding capitalization rates, discount

rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan

sponsorship, actions of other lenders, and other factors deemed relevant by us. Actual losses, if any, could

ultimately differ materially from these estimates. We only expect to charge off the impairment losses in our

consolidated financial statements prepared in accordance with GAAP if and when such amounts are deemed non-

recoverable. This is generally at the time a loan is repaid or foreclosed, or the underlying collateral assets are

otherwise consolidated. However, non-recoverability may also be concluded if, in our determination, it is nearly

certain that all amounts due will not be collected.

Contractual Term and Unfunded Loan Commitments

Expected credit losses are estimated over the contractual term of each loan, adjusted for expected repayments. As part of

our quarterly review of our loan portfolio, we assess the expected repayment date of each loan, which is used to determine

the contractual term for purposes of computing our CECL reserves.

Additionally, the expected credit losses over the contractual period of our loans are subject to the obligation to extend

credit through our unfunded loan commitments. The CECL reserve for unfunded loan commitments is adjusted quarterly,

as we consider the expected timing of future funding obligations over the estimated life of the loan. The considerations in

estimating our CECL reserve for unfunded loan commitments are similar to those used for the related outstanding loans

receivable.

Credit Quality Indicator

Our risk rating is our primary credit quality indicator in assessing our current expected credit loss reserve. We perform a

quarterly risk review of our portfolio of loans, and assign each loan a risk rating based on a variety of factors, including,

without limitation, origination LTV, debt yield, property type, geographic and local market dynamics, physical condition,

cash flow volatility, leasing and tenant profile, loan structure and exit plan, and project sponsorship. Based on a 5-point

scale, our loans are rated “l” through “5,” from less risk to greater risk, relative to our loan portfolio in the aggregate, which

ratings are defined as follows:

1 -Very Low Risk

2 -Low Risk

3 -Medium Risk

4 -High Risk/Potential for Loss: A loan that has a risk of realizing a principal loss.

5 -Impaired/Loss Likely: A loan that has a very high risk of realizing a principal loss or has otherwise incurred a

principal loss.

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Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

Estimation of Economic Conditions

In addition to the WARM method computations and probability-weighted models described above, our CECL reserves are

also adjusted to reflect our estimation of the current and future economic conditions that impact the performance of the

commercial real estate assets securing our loans. These estimations include unemployment rates, interest rates, expectations

of inflation and/or recession, and other macroeconomic factors impacting the likelihood and magnitude of potential credit

losses for our loans during their anticipated term. In addition to the CMBS data we have licensed from Trepp LLC, we

have also licensed certain macroeconomic financial forecasts to inform our view of the potential future impact that broader

economic conditions may have on our loan portfolio’s performance. We generally also incorporate information from other

sources, including information and opinions available to our Manager, to further inform these estimations. This process

requires significant judgments about future events that, while based on the information available to us as of the balance

sheet date, are ultimately indeterminate and the actual economic condition impacting our portfolio could vary significantly

from the estimates we made as of December 31, 2025.

Owned Real Estate

We may assume legal title, physical possession, or control of the collateral underlying a loan through a foreclosure, a deed-

in-lieu of foreclosure transaction, or a loan modification in which we receive an equity interest in and/or control over

decision-making at the property, resulting in us consolidating the real estate assets as VIEs. These real estate acquisitions

are classified as owned real estate, on our consolidated balance sheet and are initially recognized at fair value on the

acquisition date in accordance with the ASC Topic 805, “Business Combinations,” or ASC 805.

Upon acquisition of owned real estate assets, we assess the fair value of acquired tangible and intangible assets, which may

include land, buildings, tenant improvements, “above-market” and “below-market” leases, acquired in-place leases, other

identified intangible assets and assumed liabilities, as applicable, and allocate the fair value to the acquired assets and

assumed liabilities. We assess and consider fair value based on estimated cash flow projections that utilize discount and/or

capitalization rates that we deem appropriate, as well as other available market information. Estimates of future cash flows

are based on a number of factors, including the historical operating results, known and anticipated trends, and market and

economic conditions. We capitalize acquisition-related costs associated with asset acquisitions.

Real estate assets held for investment, except for land, are depreciated using the straight-line method over the assets’

estimated useful lives of up to 40 years for buildings, 15 years for land improvements, and 10 years for tenant

improvements. Renovations and/or replacements that improve or extend the life of the asset are capitalized and depreciated

over their estimated useful lives. Lease intangibles are amortized over the remaining term of applicable leases on a straight-

line basis. The cost of ordinary repairs and maintenance are expensed as incurred.

Real estate assets held for investment are assessed for impairment on a quarterly basis. If the depreciated cost basis of the

asset exceeds the undiscounted cash flows over the remaining holding period, the asset is considered for impairment. The

impairment loss is recognized when the carrying value of the real estate assets exceed their fair value. The evaluation of

anticipated future cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental

rates, capital requirements and anticipated holding periods that could differ materially from actual results. Refer to Note 4

for further information.

Real estate assets are classified as held for sale in the period when they meet the criteria under ASC Topic 360 “Property,

Plant, and Equipment.” Once a real estate asset is classified as held for sale, depreciation is suspended and the asset is

reported at the lower of its carrying value or fair value less cost to sell. If circumstances arise and we decide not to sell a

real estate asset previously classified as held for sale, the real estate asset is reclassified as held for investment. Upon

reclassification, the real estate asset is measured at the lower of (i) its carrying amount prior to classification as held for

sale, adjusted for depreciation expense that would have been recognized had the real estate been classified as held for

investment, and (ii) its estimated fair value at the time of reclassification.

As of December 31, 2025 and December 31, 2024, we had 12 and seven owned real estate assets, respectively, that were all

classified as held for investment.

Agency Multifamily Lending Partnership

In the second quarter of 2024, we entered into an agreement with M&T Realty Capital Corporation, or MTRCC, a

subsidiary of M&T Bank, that allows our borrowers to access multifamily agency financing through MTRCC’s Fannie

Mae DUS and Freddie Mac Optigo lending platforms, or our Agency Multifamily Lending Partnership. We will receive a

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Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

portion of origination, servicing, and other fees for loans that we refer to MTRCC for origination under both the Fannie

Mae and Freddie Mac programs. Additionally, we will share in losses with MTRCC and Fannie Mae on loans that we refer

to MTRCC for origination under the Fannie Mae program.

Revenue Recognition

For loans that we refer to MTRCC for origination under both the Fannie Mae and Freddie Mac programs, we recognize our

allocable portion of origination, servicing, and other fees in other income when we have satisfied our performance

obligations in accordance with the “Revenue from Contracts with Customers” Topic of the FASB, or ASC 606. Our

performance obligations are generally satisfied when the loan is referred by us to MTRCC and subsequently originated and

sold under the Fannie Mae and Freddie Mac programs. A portion of the fees recognized, such as servicing fees, are variable

and will be reevaluated for collectibility on a recurring basis.

Loss-sharing Obligation

Pursuant to our agreement with MTRCC, we are subject to a loss-sharing obligation with respect to MTRCC’s obligation

to partially guarantee the performance of loans that they originate and sell under the Fannie Mae program. This loss-

sharing agreement requires us to fund a fixed amount of cash into a segregated account based on the amount MTRCC is

required to fund under the Fannie Mae program, with respect to loans we referred to MTRCC.

In addition, we will recognize a liability for these loss-sharing obligations. This liability will be initially recognized at fair

value with a corresponding expense at inception, and it will subsequently be amortized on a straight-line basis over the life

of the loss-sharing obligation. This liability is included within other liabilities in our consolidated balance sheets. As of

December 31, 2025, our maximum loss-sharing obligation associated with the loans referred by us to MTRCC under the

Fannie Mae program was $5.5 million, and we have recorded related liabilities of $32,000. There have been no losses

incurred as a result of the loss-sharing obligations.

Derivative Financial Instruments

We classify all derivative financial instruments as either other assets or other liabilities on our consolidated balance sheets

at fair value.

On the date we enter into a derivative contract, we designate each contract as (i) a hedge of a net investment in a foreign

operation, or net investment hedge, (ii) a hedge of a forecasted transaction or of the variability of cash flows to be received

or paid related to a recognized asset or liability, or cash flow hedge, (iii) a hedge of a recognized asset or liability, or fair

value hedge, or (iv) a derivative instrument not to be designated as a hedging derivative, or non-designated hedge. For all

derivatives other than those designated as non-designated hedges, we formally document our hedge relationships and

designation at the contract’s inception. This documentation includes the identification of the hedging instruments and the

hedged items, its risk management objectives, strategy for undertaking the hedge transaction and our evaluation of the

effectiveness of its hedged transaction.

On a quarterly basis, we also formally assess whether the derivative we designated in each hedging relationship is expected

to be, and has been, highly effective in offsetting changes in the value or cash flows of the hedged items. If it is determined

that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued and the

changes in fair value of the instrument are included in net income prospectively. Our net investment hedges are assessed

using a method based on changes in spot exchange rates. Gains and losses, representing hedge components excluded from

the assessment of effectiveness, are recognized in interest income on our consolidated statements of operations over the

contractual term of our net investment hedges on a systematic and rational basis, as documented at hedge inception in

accordance with our accounting policy election. All other changes in the fair value of our derivative instruments that

qualify as hedges are reported as a component of accumulated other comprehensive income (loss) on our consolidated

financial statements. Deferred gains and losses are reclassified out of accumulated other comprehensive income (loss) and

into net income in the same period or periods during which the hedged transaction affects earnings, and are presented in the

same line item as the earnings effect of the hedged item. For cash flow hedges, this is typically when the periodic swap

settlements are made, while for net investment hedges, this occurs when the hedged item is sold or substantially liquidated.

To the extent a derivative does not qualify for hedge accounting and is deemed a non-designated hedge, the changes in its

fair value are included in net income concurrently.

Proceeds or payments from periodic settlements of derivative instruments are classified on our consolidated statement of

cash flows in the same section as the underlying hedged item.

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Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

Secured Debt and Asset-Specific Debt

We record investments financed with secured debt or asset-specific debt as separate assets and the related borrowings

under any secured debt or asset-specific debt are recorded as separate liabilities on our consolidated balance sheets. Interest

income earned on the investments and interest expense incurred on the secured debt or asset-specific debt are reported

separately on our consolidated statements of operations.

Loan Participations Sold

In certain instances, we have executed a syndication of a non-recourse loan interest to a third party. Depending on the

particular structure of the syndication, the loan interest may remain on our GAAP balance sheet or, in other cases, the sale

will be recognized and the loan interest will no longer be included in our consolidated financial statements. When these

sales are not recognized under GAAP we reflect the transaction by recording a loan participation sold liability on our

consolidated balance sheet; however, this gross presentation does not impact stockholders’ equity or net income. When the

sales are recognized, our balance sheet only includes our remaining loan interest, and excludes the interest in the loan that

we sold.

Term Loans

We record our term loans as liabilities on our consolidated balance sheets. Where applicable, any issue discount or

transaction expenses are deferred and amortized through the maturity date of the term loans as additional non-cash interest

expense.

Senior Secured Notes

We record our senior secured notes as liabilities on our consolidated balance sheets. Where applicable, any issue discount

or transaction expenses are deferred and amortized through the maturity date of the senior secured notes as additional non-

cash interest expense.

Convertible Notes

Convertible note proceeds, unless issued with a substantial premium or an embedded conversion feature, are classified as

debt. Additionally, shares issuable under our convertible notes are included in diluted earnings per share in our

consolidated financial statements, if the effect is dilutive, using the if-converted method, regardless of settlement intent.

Where applicable, any issue discount or transaction expenses are deferred and amortized through the maturity date of the

convertible notes as additional non-cash interest expense.

Deferred Financing Costs

The deferred financing costs that are included as a reduction in the net book value of the related liability on our

consolidated balance sheets include issuance and other costs related to our debt obligations. These costs are amortized as

interest expense using the effective interest method over the life of the related obligations.

Underwriting Commissions and Offering Costs

Underwriting commissions and offering costs incurred in connection with common stock offerings are reflected as a

reduction of additional paid-in capital. Costs incurred that are not directly associated with the completion of a common

stock offering are expensed when incurred.

Fair Value Measurements

The “Fair Value Measurements and Disclosures” Topic of the FASB, or ASC 820, defines fair value, establishes a

framework for measuring fair value, and requires certain disclosures about fair value measurements under GAAP.

Specifically, this guidance defines fair value based on exit price, or the price that would be received upon the sale of an

asset or the transfer of a liability in an orderly transaction between market participants at the measurement date.

ASC 820 also establishes a fair value hierarchy that prioritizes and ranks the level of market price observability used in

measuring financial instruments. Market price observability is affected by a number of factors, including the type of

financial instrument, the characteristics specific to the financial instrument, and the state of the marketplace, including the

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Notes to Consolidated Financial Statements (continued)

existence and transparency of transactions between market participants. Financial instruments with readily available quoted

prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment

used in measuring fair value.

Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs

used in the determination, as follows:

•Level 1: Generally includes only unadjusted quoted prices that are available in active markets for identical

financial instruments as of the reporting date.

•Level 2: Pricing inputs include quoted prices in active markets for similar instruments, quoted prices in less active

or inactive markets for identical or similar instruments where multiple price quotes can be obtained, and other

observable inputs, such as interest rates, yield curves, credit risks, and default rates.

•Level 3: Pricing inputs are unobservable for the financial instruments and include situations where there is little, if

any, market activity for the financial instrument. These inputs require significant judgment or estimation by

management of third parties when determining fair value and generally represent anything that does not meet the

criteria of Levels 1 and 2.

Certain of our other assets are reported at fair value, as of quarter-end, either (i) on a recurring basis or (ii) on a

nonrecurring basis, as a result of impairment or other events. Our assets that are recorded at fair value are discussed further

in Note 19. We generally value our assets recorded at fair value by either (i) discounting expected cash flows based on

assumptions regarding the collection of principal and interest and estimated market rates, or (ii) obtaining assessments from

third parties. For collateral-dependent loans that are identified as impaired, we measure impairment by comparing our

estimation of the fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. These

valuations require significant judgments, which include assumptions regarding capitalization rates, discount rates, leasing,

creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions

of other lenders, and other factors.

We have elected the FVO for one of our investments in an unconsolidated entity, our Bank Loan Portfolio Joint Venture,

and therefore report this investment at fair value. Given the fair value of this investment is not readily determinable, the net

asset value of the entity is used as a practical expedient.

As of December 31, 2025, we had an aggregate $87.3 million asset-specific CECL reserve related to six of our loans

receivable with an aggregate amortized cost basis of $174.6 million, net of cost-recovery proceeds. The CECL reserve was

recorded based on our estimation of the fair value of the loans' aggregate underlying collateral as of December 31, 2025.

These loans receivable are therefore measured at fair value on a nonrecurring basis using significant unobservable inputs,

and are classified as Level 3 assets in the fair value hierarchy. We estimated the fair value of the collateral underlying the

loans receivable by considering a variety of inputs including property performance, market data, and comparable sales, as

applicable. The significant unobservable inputs employed include the exit capitalization rate assumption used to forecast

the future sale price of the underlying real estate collateral, which ranged from 6.50% to 8.00%, and the unlevered discount

rate assumption, which ranged from 9.25% to 15.00%.

During the year ended December 31, 2025, we acquired legal title or otherwise consolidated five owned real estate assets

through deed-in-lieu of foreclosure transactions or loan modifications that resulted in us consolidating the collateral assets.

At the time of each acquisition, we determined the fair value of each real estate asset based on a variety of inputs including,

but not limited to, estimated cash flow projections, leasing assumptions, required capital expenditures, market data, and

comparable sales. The owned real estate assets were measured at fair value on a nonrecurring basis using significant

unobservable inputs and are classified as Level 3 assets in the fair value hierarchy. The significant unobservable inputs

employed include (i) the exit capitalization rate assumption used to forecast the future sale price of the assets, which ranged

from 6.00% to 8.55%, and (ii) the unlevered discount rate assumptions, which ranged from 7.00% to 10.55%. Refer to

Notes 4 and 19 for further information.

We are also required by GAAP to disclose fair value information about financial instruments, which are not otherwise

reported at fair value in our consolidated balance sheet, to the extent it is practicable to estimate a fair value for those

instruments. These disclosure requirements exclude certain financial instruments and all non-financial instruments.

The following methods and assumptions are used to estimate the fair value of each class of financial instruments, for which

it is practicable to estimate that value:

•Cash and cash equivalents: The carrying amount of cash and cash equivalents approximates fair value.

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Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

•Loans receivable, net: The fair values of these loans were estimated using a discounted cash flow methodology,

taking into consideration various factors including capitalization rates, discount rates, leasing, credit worthiness of

major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other

lenders, and other factors.

•Derivative financial instruments: The fair value of our foreign currency and interest rate contracts was estimated

using advice from a third-party derivative specialist, based on contractual cash flows and observable inputs

comprising foreign currency rates and credit spreads.

•Secured debt, net: The fair value of these instruments was estimated based on the rate at which a similar credit

facility would currently be priced.

•Securitized debt obligations, net: The fair value of these instruments was estimated by utilizing third-party pricing

service providers. In determining the value of a particular investment, pricing service providers may use broker-

dealer quotations, reported trades, or valuation estimates from their internal pricing models to determine the

reported price.

•Asset-specific debt, net: The fair value of these instruments was estimated based on the rate at which a similar

agreement would currently be priced.

•Loan participations sold, net: The fair value of these instruments was estimated based on the value of the related

loan receivable asset.

•Term loans, net: The fair value of these instruments was estimated by utilizing third-party pricing service

providers. In determining the value of a particular investment, pricing service providers may use broker-dealer

quotations, reported trades, or valuation estimates from their internal pricing models to determine the reported

price.

•Senior secured notes, net: The fair value of these instruments was estimated by utilizing third-party pricing service

providers. In determining the value of a particular investment, pricing service providers may use broker-dealer

quotations, reported trades, or valuation estimates from their internal pricing models to determine the reported

price.

•Convertible notes, net: Each series of the convertible notes is actively traded and their fair values were obtained

using quoted market prices.

Income Taxes

Our financial results generally do not reflect provisions for current or deferred income taxes on our REIT taxable income.

We believe that we operate in a manner that will continue to allow us to be taxed as a REIT and, as a result, we generally

do not expect to pay substantial corporate level taxes other than those payable by our taxable REIT subsidiaries. If we were

to fail to meet these requirements, we may be subject to federal, state, and local income tax on current and past income, and

penalties. Refer to Note 17 for further information.

Stock-Based Compensation

Our stock-based compensation consists of awards issued to our Manager, certain individuals employed by an affiliate of

our Manager, and certain members of our board of directors that vest over the life of the awards, as well as deferred stock

units issued to certain members of our board of directors. Stock-based compensation expense is recognized for these

awards in net income on a variable basis over the applicable vesting period of the awards, based on the value of our class A

common stock. Refer to Note 18 for further information.

Earnings per Share

Basic earnings per share, or Basic EPS, is computed in accordance with the two-class method and is based on (i) the net

earnings allocable to our class A common stock, including restricted class A common stock and deferred stock units,

divided by (ii) the weighted-average number of shares of our class A common stock, including restricted class A common

stock and deferred stock units outstanding during the period. Our restricted class A common stock is considered a

participating security, as defined by GAAP, and has been included in our Basic EPS under the two-class method as these

restricted shares have the same rights as our other shares of class A common stock, including participating in any gains or

losses.

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Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

Diluted earnings per share, or Diluted EPS, is determined using the if-converted method, and is based on (i) the net

earnings, adjusted for interest expense incurred on our convertible notes during the relevant period, net of incentive fees,

allocable to our class A common stock, including restricted class A common stock and deferred stock units, divided by (ii)

the weighted-average number of shares of our class A common stock, including restricted class A common stock, deferred

stock units, and shares of class A common stock issuable under our convertible notes. Refer to Note 15 for further

discussion of earnings per share.

Foreign Currency

In the normal course of business, we enter into transactions not denominated in United States, or U.S., dollars. Foreign

exchange gains and losses arising on such transactions are recorded as a gain or loss in our consolidated statements of

operations. In addition, we consolidate entities that have a non-U.S. dollar functional currency. Non-U.S. dollar-

denominated assets and liabilities are translated to U.S. dollars at the exchange rate prevailing at the reporting date and

income, expenses, gains, and losses are translated at the average exchange rate over the applicable period. Cumulative

translation adjustments arising from the translation of non-U.S. dollar-denominated subsidiaries are recorded in other

comprehensive income (loss).

Recent Accounting Pronouncements

In December 2025, the FASB issued Accounting Standards Update, or ASU, 2025-11, “Interim Reporting (Topic 270):

Narrow Scope Improvements,” which amends the guidance in ASC 270, Interim Reporting. The update enhances interim

disclosure requirements by clarifying the information that must be presented in quarterly periods, including improved

transparency regarding significant events, accounting policy updates, and material developments that occur between annual

reporting dates. ASU 2025-11 also aligns certain interim reporting requirements more closely with annual disclosure

objectives to promote consistency and comparability. The amendments are effective for interim periods beginning after

December 15, 2027, and early adoption is permitted. We have not early adopted ASU 2025-11 and do not expect the

adoption of ASU 2025-11 to have a material impact on our consolidated financial statements.

In December 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting

Improvements,” which amends the guidance in ASC 815, Derivatives and Hedging. The update refines certain hedge

accounting requirements, including clarifications to the designation and documentation criteria for hedge relationships,

improvements to the assessment of hedge effectiveness, and enhanced disclosures intended to provide greater transparency

into an entity’s risk management activities involving derivatives. ASU 2025-09 is effective for annual periods beginning

after December 15, 2026, including interim periods within those annual periods, and early adoption is permitted. We have

not early adopted ASU 2025-09 and do not expect the adoption of ASU 2025-09 to have a material impact on our

consolidated financial statements.

In December 2025, the FASB issued ASU 2025-08, “Financial Instruments—Credit Losses (Topic 326): Purchased

Loans,” which clarifies the application of the CECL model to purchased loans, including purchased credit‑deteriorated

loans, and enhances related disclosure requirements. ASU 2025-08 is effective for annual reporting periods beginning after

December 15, 2026, including interim periods within those annual periods. Early adoption is permitted. We have not early

adopted ASU 2025-08 and do not expect the adoption of ASU 2025-08 to have a material impact on our consolidated

financial statements.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit

Losses for Accounts Receivable and Contract Assets,” which amends the guidance in ASC 326, Financial Instruments—

Credit Losses. This update provides a practical expedient related to the estimation of expected credit losses for current

accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. The amendment

notes that in developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may

elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining

life of the asset. ASU 2025-05 is effective for annual periods beginning after December 15, 2025, including interim periods

within those annual periods, and early adoption is permitted. We have not early adopted ASU 2025-05 and do not expect

the adoption of ASU 2025-05 to have a material impact on our consolidated financial statements. We recognize revenue

under ASC 606 pursuant to our Agency Multifamily Lending Partnership and income from our hospitality owned real

estate assets.

In May 2025, the FASB issued ASU 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity,” which amends the guidance in ASC

805, Business Combinations. This update clarifies the determination of the accounting acquirer in business combinations

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Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

that are primarily effected through the exchange of equity interests and involve the acquisition of a VIE. Specifically,

entities are now required to consider the factors outlined in ASC 805-10-55-12 through 55-15 when determining the

accounting acquirer, rather than defaulting to the primary beneficiary of the VIE as the accounting acquirer. ASU 2025-03

is effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods,

and early adoption is permitted. We have not early adopted ASU 2025-03 and do not expect the adoption of ASU 2025-03

to have a material impact on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-04 “Debt with Conversion and Other Options (Subtopic 470-20): Induced

Conversions of Convertible Debt Instruments,” or ASU 2024-04. ASU 2024-04 clarifies the accounting treatment for

settlement of a convertible debt instrument as an induced conversion. ASU 2024-04 is effective on a prospective basis,

with the option for retrospective application, for fiscal years beginning after December 15, 2025. We have not early

adopted ASU 2024-04 and do not expect the adoption of ASU 2024-04 to have a material impact on our consolidated

financial statements.

In November 2024, the FASB issued ASU 2024-03 “Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses,” or ASU 2024-03. ASU 2024-03 requires disclosures in the notes to the

financial statements on specified information about certain costs and expenses for each interim and annual reporting period.

ASU 2024-03 is effective on either a prospective basis, with the option for retrospective application, for annual periods

beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, and

early adoption is permitted. We have not early adopted ASU 2024-03 and do not expect the adoption of ASU 2024-03 to

have a material impact on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax

Disclosures,” or ASU 2023-09. ASU 2023-09 requires additional disaggregated disclosures on an entity’s effective tax rate

reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option

for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. The

adoption of ASU 2023-09 in 2025 did not have a material impact on our consolidated financial statements.

F-23

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

3. LOANS RECEIVABLE, NET

The following table details overall statistics for our loans receivable portfolio ($ in thousands):

	December 31, 2025	December 31, 2024
Number of loans	131	130
Principal balance	$18,154,768	$19,203,126
Net book value	$17,784,694	$18,313,582
Unfunded loan commitments(1)	$1,185,004	$1,263,068
Weighted-average cash coupon(2)	+ 3.19%	+ 3.46%
Weighted-average all-in yield(2)	+ 3.39%	+ 3.78%
Weighted-average maximum maturity (years)(3)	2.5	2.1

(1)Unfunded commitments will primarily be funded to finance our borrowers’ construction or development of real

estate-related assets, capital improvements of existing assets, or lease-related expenditures. These commitments will

generally be funded over the term of each loan, subject in certain cases to an expiration date.

(2)The weighted-average cash coupon and all-in yield are expressed as a spread over the relevant floating benchmark

rates, which include

SOFR

, SONIA, EURIBOR, CORRA, and other indices, as applicable to each loan. As of

December 31, 2025, 97% of our loans by principal balance earned a floating rate of interest, primarily indexed to

SOFR. The remaining 3% of our loans by principal balance earned a fixed rate of interest. As of December 31, 2024,

substantially all of our loans by principal balance earned a floating rate of interest, primarily indexed to SOFR. In

addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan

origination costs, and purchase discounts, as well as the accrual of exit fees. Excludes loans accounted for under the

cost-recovery and nonaccrual methods, if any.

(3)Maximum maturity assumes all extension options are exercised by the borrower, however our loans may be repaid

prior to such date. Excludes loans accounted for under the cost-recovery and nonaccrual methods, if any. As of

December 31, 2025, 40% of our loans by principal balance were subject to yield maintenance or other prepayment

restrictions and 60% were open to repayment by the borrower without penalty. As of December 31, 2024, 10% of

our loans by principal balance were subject to yield maintenance or other prepayment restrictions and 90% were

open to repayment by the borrower without penalty.

The following table details the index rate floors for our loans receivable portfolio as of December 31, 2025 ($ in

thousands):

	Loans Receivable Principal Balance
Index Rate Floors	USD	Non-USD(1)	Total
Fixed Rate	$348,052	$137,445	$485,497
0.00% or no floor(2)	653,738	4,777,079	5,430,817
0.01% to 1.00% floor	2,549,547	1,137,577	3,687,124
1.01% to 2.00% floor	715,186	1,738,172	2,453,358
2.01% to 3.00% floor	4,452,606	371,727	4,824,333
3.01% or more floor	1,043,783	229,856	1,273,639
Total(3)	$9,762,912	$8,391,856	$18,154,768

(1)Includes Euro, British Pound Sterling, Swedish Krona, Australian Dollar, and Canadian Dollar currencies.

(2)Includes all impaired loans.

(3)As of December 31, 2025, the weighted-average index rate floor of our floating-rate loans receivable principal

balance was 1.31%. Excluding 0.0% index rate floors and loans with no floor, the weighted-average index rate floor

was 1.92%.

F-24

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

Activity relating to our loans receivable portfolio was as follows ($ in thousands):

	Principal<br><br>Balance	Deferred Fees /<br><br>Other Items(1)	Net Book<br><br>Value
Loans Receivable, as of December 31, 2023	$23,923,719	$(136,707)	$23,787,012
Loan fundings	1,356,208	—	1,356,208
Loan repayments, sales, and cost-recovery proceeds	(4,663,293)	(87,993)	(4,751,286)
Charge-offs	(419,849)	35,246	(384,603)
Transfer to owned real estate	(590,937)	—	(590,937)
Transfer to other assets, net(2)	(70,248)	—	(70,248)
Payment-in-kind interest, net of interest received	16,660	—	16,660
Unrealized (loss) gain on foreign currency translation	(349,132)	1,406	(347,726)
Deferred fees and other items	—	(31,693)	(31,693)
Amortization of fees and other items	—	64,133	64,133
Loans Receivable, as of December 31, 2024	$19,203,126	$(155,608)	$19,047,518
Loan fundings	5,617,406	—	5,617,406
Loan repayments, sales, and cost-recovery proceeds	(6,106,964)	(26,397)	(6,133,361)
Charge-offs(3)	(667,227)	111,111	(556,116)
Transfer to owned real estate	(565,110)	—	(565,110)
Transfer to other assets, net(2)	(90,197)	—	(90,197)
Payment-in-kind interest, net of interest received	19,535	—	19,535
Unrealized gain (loss) on foreign currency translation	744,199	(2,433)	741,766
Deferred fees and other items	—	(71,728)	(71,728)
Amortization of fees and other items	—	59,421	59,421
Loans Receivable, as of December 31, 2025	$18,154,768	$(85,634)	$18,069,134
CECL reserve			(284,440)
Loans Receivable, net, as of December 31, 2025			$17,784,694

(1)Other items primarily consist of purchase and sale discounts or premiums, exit fees, deferred origination expenses,

and cost-recovery proceeds.

(2)This amount relates to: (i) intangible and other assets recorded in connection with loans that were transferred to

owned real estate, net of any liabilities recorded upon acquisition, if any; (ii) a loan that was partially satisfied

through the issuance of a note receivable in 2024; and (iii) proceeds from loan repayments that are held in escrow,

all of which are included within other assets in our consolidated balance sheets. See Note 6 for further information.

(3)Excludes a charge-off of CECL reserves of $6.8 million related to a note receivable issued in 2024 that was deemed

non-recoverable. This amount was previously recorded in other assets on our consolidated balance sheets. See Note

6 for further information.

F-25

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

The tables below detail the property type and geographic distribution of the properties securing the loans in our loans

receivable portfolio ($ in thousands):

December 31, 2025
Property Type	Number of Loans	Net Book Value	Net Loan Exposure<br><br>Percentage of Portfolio
Office	37	4,879,422	27%
Multifamily	46	4,457,767	26
Industrial	21	4,458,487	24
Hospitality	12	1,940,693	11
Retail	6	674,612	3
Self-storage	3	659,515	3
Life Sciences / Studio	4	284,079	2
Other	2	714,559	4
Total loans receivable	131	18,069,134	100%
CECL reserve		(284,440)
Loans receivable, net		17,784,694
Geographic Location	Number of Loans	Net Book Value	Net Loan Exposure<br><br>Percentage of Portfolio
United States
Sunbelt	45	4,715,039	23%
West	23	1,963,032	11
Northeast	17	1,893,877	11
Midwest	6	619,726	4
Northwest	3	457,215	3
Subtotal	94	9,648,889	52
International
United Kingdom	19	3,595,424	21
Ireland	3	1,141,770	7
Australia	4	1,104,765	7
Spain	2	684,109	4
Sweden	1	502,124	3
Canada	1	455,407	2
Other Europe	6	875,579	4
Other International	1	61,067	—
Subtotal	37	8,420,245	48
Total loans receivable	131	18,069,134	100%
CECL reserve		(284,440)
Loans receivable, net		17,784,694

All values are in US Dollars.

(1)Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of December 31,

2025, which is our principal balance net of (i) $999.8 million of asset-specific debt, (ii) $24.5 million of cost-

recovery proceeds, and (iii) our total loans receivable CECL reserve of $284.4 million. Our asset-specific debt is

structurally non-recourse and term-matched to the corresponding collateral loans.

F-26

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

December 31, 2024
Property Type	Number of Loans	Net Book Value	Net Loan Exposure<br><br>Percentage of Portfolio
Office	41	7,386,333	33%
Multifamily	50	5,091,767	29
Hospitality	16	2,768,374	16
Industrial	11	2,030,627	12
Retail	5	555,553	3
Life Sciences/Studio	3	342,817	2
Other	4	872,047	5
Total loans receivable	130	19,047,518	100%
CECL reserve		(733,936)
Loans receivable, net		18,313,582
Geographic Location	Number of Loans	Net Book Value	Net Loan Exposure<br><br>Percentage of Portfolio
United States
Sunbelt	44	4,520,632	24%
Northeast	21	4,614,582	20
West	21	1,865,382	10
Midwest	10	997,156	5
Northwest	4	432,644	3
Subtotal	100	12,430,396	62
International
United Kingdom	16	2,916,145	17
Ireland	3	1,050,276	6
Australia	3	920,182	5
Spain	3	785,368	4
Sweden	1	429,084	2
Other Europe	3	455,417	4
Other International	1	60,650	—
Subtotal	30	6,617,122	38
Total loans receivable	130	19,047,518	100%
CECL reserve		(733,936)
Loans receivable, net		18,313,582

All values are in US Dollars.

(1)Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of December 31,

2024, which is our principal balance net of (i) $1.2 billion of asset-specific debt, (ii) $106.7 million of cost-recovery

proceeds, (iii) our total loans receivable CECL reserve of $733.9 million, and (iv) $100.1 million of junior loan

interests that we have sold, but that remain included in our consolidated financial statements. See Note 2 for further

discussion of loan participations sold. Our asset-specific debt and loan participations sold are structurally non-

recourse and term-matched to the corresponding collateral loans.

F-27

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

Loan Risk Ratings

As further described in Note 2, we evaluate our loan portfolio on a quarterly basis. In conjunction with our quarterly loan

portfolio review, we assess the risk factors of each loan, and assign a risk rating based on several factors. Factors

considered in the assessment include, but are not limited to, risk of loss, origination LTV, debt yield, collateral

performance, structure, exit plan, and sponsorship. Loans are rated “1” (less risk) through “5” (greater risk), which ratings

are defined in Note 2.

The following tables allocate the net book value and net loan exposure balances based on our internal risk ratings ($ in

thousands):

	December 31, 2025
Risk Rating	Number of Loans	Net Book Value
1	3	303,971
2	20	2,875,870
3	85	11,907,947
4	17	2,806,758
5	6	174,588
Total loans receivable	131	18,069,134
CECL reserve		(284,440)
Loans receivable, net		17,784,694
	December 31, 2024
Risk Rating	Number of Loans	Net Book Value
1	11	1,919,280
2	21	3,346,881
3	65	9,246,692
4	20	2,707,104
5	13	1,827,561
Total loans receivable	130	19,047,518
CECL reserve		(733,936)
Loans receivable, net		18,313,582

All values are in US Dollars.

(1)Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of December 31,

2025, which is our principal balance net of (i) $999.8 million of asset-specific debt, (ii) $24.5 million of cost-

recovery proceeds, and (iii) our total loans receivable CECL reserve of $284.4 million. Our net loan exposure as of

December 31, 2024 is our principal balance net of (i) $1.2 billion of asset-specific debt, (ii) $106.7 million of cost-

recovery proceeds, (iii) our total loans receivable CECL reserve of $733.9 million, and (iv) $100.1 million of junior

loan interests that we have sold, but that remain included in our consolidated financial statements. Our asset-specific

debt and loan participations sold are structurally non-recourse and term-matched to the corresponding collateral

loans.

Our loan portfolio had a weighted-average risk rating of 3.0, based on net loan exposure, as of both December 31, 2025 and

December 31, 2024.

F-28

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

Current Expected Credit Loss Reserve

The CECL reserves required under GAAP reflect our current estimate of potential credit losses related to the loans included

in our consolidated balance sheets. Refer to Note 2 for further discussion of our CECL reserves. The following table

presents the activity in our loans receivable CECL reserve by investment pool for the years ended December 31, 2025 and

2024 ($ in thousands):

	U.S. Loans(1)	Non-U.S.<br><br>Loans	Unique<br><br>Loans	Impaired<br><br>Loans	Total
Loans Receivable, Net
CECL reserves as of December 31, 2024	$80,057	$26,141	$47,087	$580,651	$733,936
Increase in CECL reserves	21,123	19,329	3,378	62,790	106,620
Charge-offs of CECL reserves	—	—	—	(556,116)	(556,116)
CECL reserves as of December 31, 2025	101,180	45,470	50,465	87,325	284,440
CECL reserves as of December 31, 2023	$78,335	$31,560	$49,371	$417,670	$576,936
Increase (decrease) in CECL reserves	1,722	(5,419)	(2,284)	547,584	541,603
Charge-offs of CECL reserves	—	—	—	(384,603)	(384,603)
CECL reserves as of December 31, 2024	$80,057	$26,141	$47,087	$580,651	$733,936

(1)Includes one U.S. dollar-denominated loan that is located in Bermuda.

During the year ended December 31, 2025, we recorded a net decrease of $449.5 million in the CECL reserves against our

loans receivable portfolio, primarily driven by a $493.3 million decrease in our asset-specific CECL reserve. This decrease

was driven by charge-offs of our CECL reserves of $556.1 million primarily related to (i) the resolution of eight previously

impaired loans resulting in aggregate charge-offs of $338.0 million, and (ii) $218.1 million of charge-offs related to three

previously impaired subordinate loans that were deemed non-recoverable as part of our ongoing assessment of collectibility

of our impaired loan portfolio. These charge-offs of CECL reserves were concentrated in the office sector, with

$338.1 million of such charge-offs, generally driven by adverse trends in the office sector in recent years, including

reduced tenant demand for office space and limited liquidity for office assets in capital markets. This decrease in our asset-

specific CECL reserve was partially offset by a $43.8 million increase in our general CECL reserve, bringing our total

loans receivable CECL reserves to $284.4 million as of December 31, 2025. The increase in our general CECL reserve was

primarily as a result of an increase in the historical loss rate used in reserve calculations related to the additional CECL

charge-offs.

As of December 31, 2025, we had an aggregate $87.3 million asset-specific CECL reserve related to six of our loans

receivable, with a total amortized cost basis of $174.6 million, net of cost-recovery proceeds. Impairments are each

determined individually as a result of changes in the specific credit quality factors for each such loan. These factors

included, among others, (i) the underlying collateral performance, (ii) discussions with the borrower, (iii) borrower events

of default, and (iv) other facts that impact the borrower’s ability to pay the contractual amounts due under the terms of the

loan. This asset-specific CECL reserve was recorded based on our estimation of the fair value of each loan’s underlying

collateral as of December 31, 2025.

No income was recorded on our impaired loans subsequent to determining that they were impaired. During the year ended

December 31, 2025, we received an aggregate $42.4 million of cash proceeds from such loans that were applied as a

reduction to the amortized cost basis of each respective loan.

As of December 31, 2025, one of our performing loans with an amortized cost basis of $98.3 million was in technical

default as a result of the non-payment of an extension fee. The loan was not past its maturity date and was current on its

interest payment, and had a risk rating of “4.” All other borrowers under performing loans were in compliance with the

applicable contractual terms of each respective loan, including any required payment of interest. Refer to Note 2 for further

discussion of our policies on revenue recognition and our CECL reserves.

F-29

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

Our primary credit quality indicator is our risk ratings, which are further discussed above. The following tables present the

net book value of our loan portfolio as of December 31, 2025 and December 31, 2024, respectively, by year of origination,

investment pool, and risk rating ($ in thousands):

	Net Book Value of Loans Receivable by Year of Origination(1)
	As of December 31, 2025
Risk Rating	2025	2024	2023	2022	2021	Prior	Total
U.S. loans
1	$—	$—	$—	$151,674	$98,329	$53,968	$303,971
2	140,513	61,068	—	105,447	611,866	170,012	1,088,906
3	1,870,372	274,866	—	1,714,538	1,928,118	456,963	6,244,857
4	—	—	—	367,804	582,317	961,346	1,911,467
5	—	—	—	—	—	—	—
Total U.S. loans	$2,010,885	$335,934	$—	$2,339,463	$3,220,630	$1,642,289	$9,549,201
Non-U.S. loans
1	$—	$—	$—	$—	$—	$—	$—
2	652,289	—	—	480,619	654,056	—	1,786,964
3	2,465,305	—	—	—	941,669	1,084,707	4,491,681
4	—	—	—	—	—	366,658	366,658
5	—	—	—	—	—	—	—
Total Non-U.S. loans	$3,117,594	$—	$—	$480,619	$1,595,725	$1,451,365	$6,645,303
Unique loans
1	$—	$—	$—	$—	$—	$—	$—
2	—	—	—	—	—	—	—
3	—	—	—	877,908	—	293,501	1,171,409
4	—	—	—	—	—	528,633	528,633
5	—	—	—	—	—	—	—
Total unique loans	$—	$—	$—	$877,908	$—	$822,134	$1,700,042
Impaired loans
1	$—	$—	$—	$—	$—	$—	$—
2	—	—	—	—	—	—	—
3	—	—	—	—	—	—	—
4	—	—	—	—	—	—	—
5	—	—	—	—	31,700	142,888	174,588
Total impaired loans	$—	$—	$—	$—	$31,700	$142,888	$174,588
Total loans receivable
1	$—	$—	$—	$151,674	$98,329	$53,968	$303,971
2	792,802	61,068	—	586,066	1,265,922	170,012	2,875,870
3	4,335,677	274,866	—	2,592,446	2,869,787	1,835,171	11,907,947
4	—	—	—	367,804	582,317	1,856,637	2,806,758
5	—	—	—	—	31,700	142,888	174,588
Total loans receivable	$5,128,479	$335,934	$—	$3,697,990	$4,848,055	$4,058,676	$18,069,134
CECL reserve							(284,440)
Loans receivable, net							$17,784,694
Gross charge-offs(2)	—	—	—	(54,404)	(214,796)	(286,916)	$(556,116)

(1)Date loan was originated or acquired by us. Origination dates are subsequently updated to reflect material loan

modifications.

(2)Represents charge-offs by year of origination during the year ended December 31, 2025.

F-30

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

	Net Book Value of Loans Receivable by Year of Origination(1)
	As of December 31, 2024
Risk Rating	2024	2023	2022	2021	2020	Prior	Total
U.S. loans
1	$—	$—	$151,674	$245,289	$60,240	$1,381,858	$1,839,061
2	60,651	—	197,153	1,611,856	—	—	1,869,660
3	268,408	—	1,599,604	2,160,837	691,097	392,470	5,112,416
4	—	—	236,780	1,019,672	—	726,513	1,982,965
5	—	—	—	—	—	—	—
Total U.S. loans	$329,059	$—	$2,185,211	$5,037,654	$751,337	$2,500,841	$10,804,102
Non-U.S. loans
1	$—	$—	$—	$80,219	$—	$—	$80,219
2	—	—	500,104	787,660	87,629	101,828	1,477,221
3	—	—	594,740	1,126,698	—	1,332,805	3,054,243
4	—	—	—	—	—	198,389	198,389
5	—	—	—	—	—	—	—
Total Non-U.S. loans	$—	$—	$1,094,844	$1,994,577	$87,629	$1,633,022	$4,810,072
Unique loans
1	$—	$—	$—	$—	$—	$—	$—
2	—	—	—	—	—	—	—
3	—	—	814,225	—	—	265,808	1,080,033
4	—	—	—	—	—	525,750	525,750
5	—	—	—	—	—	—	—
Total unique loans	$—	$—	$814,225	$—	$—	$791,558	$1,605,783
Impaired loans
1	$—	$—	$—	$—	$—	$—	$—
2	—	—	—	—	—	—	—
3	—	—	—	—	—	—	—
4	—	—	—	—	—	—	—
5	—	—	170,388	367,030	34,214	1,255,929	1,827,561
Total impaired loans	$—	$—	$170,388	$367,030	$34,214	$1,255,929	$1,827,561
Total loans receivable
1	$—	$—	$151,674	$325,508	$60,240	$1,381,858	$1,919,280
2	60,651	—	697,257	2,399,516	87,629	101,828	3,346,881
3	268,408	$—	3,008,569	3,287,535	691,097	1,991,083	9,246,692
4	—	—	236,780	1,019,672	—	1,450,652	2,707,104
5	—	—	170,388	367,030	34,214	1,255,929	1,827,561
Total loans receivable	$329,059	$—	$4,264,668	$7,399,261	$873,180	$6,181,350	$19,047,518
CECL reserve							(733,936)
Loans receivable, net							$18,313,582
Gross charge-offs(2)	—	—	(52,045)	(255,005)	—	(77,553)	$(384,603)

(1)Date loan was originated or acquired by us. Origination dates are subsequently updated to reflect material loan

modifications.

(2)Represents charge-offs by year of origination during the year ended December 31, 2024.

F-31

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

Loan Modifications Pursuant to ASC 326

During the twelve months ended December 31, 2025, we entered into four loan modifications that require disclosure

pursuant to ASC 326. Three of these loans were collateralized by office assets and one was collateralized by a life sciences/

studio asset.

One of the loan modifications included a term extension combined with an other-than-insignificant payment delay. This

loan modification had a term extension of 3.8 years, the loan was bifurcated into a separate senior loan and subordinate

loan, and the borrower paid a $1.7 million fee upon closing of the modification. We are accruing interest on the senior loan,

which is paying interest current, and deferring interest on the subordinate loan that is paying interest in-kind. As of

December 31, 2025, the amortized cost basis of this loan was $242.1 million, or 1.3% of our aggregate loans receivable

portfolio, with no unfunded commitments. This loan was in compliance with its modified contractual terms as of

December 31, 2025.

The other three loan modifications included term extensions combined with other-than-insignificant payment delays and

interest rate reductions. The first loan modification included a term extension of one year, the interest rate on the senior

loan decreased by 2.43%, the borrower repaid $25.0 million upon closing of the modification, and the loan was bifurcated

into a separate senior loan and subordinate loan. The senior loan is paying interest partially current, and partially in-kind,

while the subordinate loan is paying interest in-kind. We are accruing all of the interest on the senior loan and deferring

interest on the subordinate loan. The second loan modification included a term extension of 4.3 years, the interest rate

decreased by 3.56%, and the loan was bifurcated into a separate senior loan and subordinate loan. We are accruing all of

the interest on the senior loan that is paying current, and deferring interest income on the subordinate loan, which is paid-

in-kind. The third loan modification included a term extension of 4.3 years, the interest rate decreased by 4.19%, the

borrower repaid $12.7 million upon closing of the modification, and the loan was bifurcated into a separate senior loan and

subordinate loan. We are accruing all of the interest on the senior loan that is paying current and deferring interest income

on the subordinate loan, which is paid-in-kind. As of December 31, 2025, the aggregate amortized cost basis of these loans

was $387.4 million, or 2.1% of our aggregate loans receivable portfolio, with an aggregate $68.1 million of unfunded

commitments. These loans were in compliance with their modified contractual terms as of December 31, 2025.

All four of these loans had a risk rating of “5” at the time of modification. In aggregate, these modifications resulted in the

bifurcation of all four loans into separate senior and subordinate loans, or eight loans in aggregate. As of December 31,

2025, three of the newly bifurcated senior loans had a risk rating of “4,” and one had a risk rating of “3.” The four newly

bifurcated subordinate loans all had a risk rating of “5.”

Loans with a risk rating of “3” and “4” are included in the determination of our general CECL reserve and loans with a risk

rating of “5” have an asset-specific CECL reserve. Loan modifications that allow the option to pay interest in-kind increase

our potential economics and the size of our secured claim, as interest is capitalized and added to the outstanding principal

balance for applicable loans. As of December 31, 2025, no income was recorded on our loans subsequent to determining

that they were impaired and risk rated “5.”

4. OWNED REAL ESTATE, NET

As of December 31, 2025 and December 31, 2024, we had 12 and seven owned real estate assets, respectively. During the

year ended December 31, 2025, we acquired five owned real estate assets through deed-in-lieu of foreclosure transactions

or loan modifications that resulted in us consolidating the collateral assets, for a total acquisition price of $654.3 million.

We allocated $279.7 million to land and land improvements, $287.7 million to building and building improvements,

$81.1 million to acquired intangible assets, and $5.8 million to other components of the purchase price. In aggregate, we

charged off $220.7 million of CECL reserves relating to the loans that had previously been secured by these assets, as the

loans’ aggregate carrying value of $875.0 million at the time of the owned real estate acquisitions exceeded the acquisition

date fair value noted above. See Note 2 for further discussion of owned real estate assets.

F-32

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

The acquisition of five owned real estate assets during the year ended December 31, 2025 were accounted for as asset

acquisitions under ASC 805, and we recognized these properties as owned real estate assets held for investment. The

following table presents the owned real estate assets that were acquired during the year ended December 31, 2025 ($ in

thousands):

Acquisition Date	Location	Property Type	Acquisition Date Fair Value
February 2025	Chicago, IL	Office	$45,045
September 2025	Atlanta, GA	Office	132,974
September 2025	New York, NY	Hospitality	228,253
November 2025	Denver, CO	Office	114,748
December 2025	New York, NY	Office	133,313
			$654,333

The following table presents the assets and liabilities related to owned real estate held for investment included in our

consolidated balance sheets ($ in thousands):

	December 31, 2025	December 31, 2024
Assets
Building and building improvements	$708,097	$410,546
Land and land improvements	461,585	181,083
Total	$1,169,682	$591,629
Less: accumulated depreciation	(34,707)	(3,444)
Owned Real Estate, net	$1,134,975	$588,185
Intangible real estate assets	$161,690	$83,253
Less: accumulated amortization	(44,601)	(5,964)
Intangible real estate assets, net(1)	$117,089	$77,289
Liabilities
Intangible real estate liabilities	$3,985	$1,422
Less: accumulated amortization	(570)	(1)
Intangible real estate liabilities, net(2)	$3,415	$1,421

(1)Included within other assets on our consolidated balance sheets. Refer to Note 6 for further information.

(2)Included within other liabilities on our consolidated balance sheets. Refer to Note 6 for further information.

F-33

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

Revenue and expenses from owned real estate consisted of the following ($ in thousands):

	Year Ended December 31,
	2025	2024
Rental revenue	$66,216	$8,789
Hospitality revenue	96,244	2,245
Other operating revenue	22,520	2,006
Revenue from owned real estate	$184,980	$13,040
Operating expense	$146,738	$12,846
Depreciation and amortization expense	68,840	9,214
Total expenses from owned real estate	$215,578	$22,060
Loss from owned real estate	$(30,598)	$(9,020)

There was no revenue or expense from owned real estate during the year ended December 31, 2023.

The following table presents the undiscounted future minimum rents we expect to receive for our office properties as of

December 31, 2025. Leases at our multifamily assets are short term, generally 12 months or less, and are therefore not

included ($ in thousands):

	Future Minimum Rents
2026	$74,643
2027	63,398
2028	54,959
2029	46,910
2030	39,835
Thereafter	116,118
Total	$395,863

The following table presents the amortization of lease intangibles for each of the succeeding fiscal years ($ in thousands):

	In-place lease intangibles	Above-market lease<br><br>intangibles	Below-market lease<br><br>intangibles
2026	$30,117	$6,171	$(424)
2027	18,395	4,251	(254)
2028	13,143	3,415	(173)
2029	9,933	2,521	(78)
2030	7,378	2,164	(132)
Thereafter	14,500	5,101	(2,354)
Total	$93,466	$23,623	$(3,415)

F-34

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

5. INVESTMENTS IN UNCONSOLIDATED ENTITIES

As of December 31, 2025, we hold certain investments in unconsolidated entities that are accounted for under the equity

method of accounting or the FVO, as our ownership interest in each entity does not meet the requirements for

consolidation. Refer to Note 2 for further details.

The following tables detail our investments in unconsolidated entities ($ in thousands):

	December 31, 2025
Investments in Unconsolidated Entities	Number of<br><br>Assets	Ownership<br><br>Interest	Book Value
Unconsolidated entities carried at historical cost
Net Lease Joint Venture	178(1)	75%	$106,478
Total unconsolidated entities carried at historical cost	178		106,478
Unconsolidated entities carried at fair value
Bank Loan Portfolio Joint Venture	533(2)	35%(3)	111,010
Total unconsolidated entities carried at fair value	533		111,010
Total	711		$217,488

(1)The number of assets represents the number of commercial real estate properties.

(2)The number of assets represents the number of commercial mortgage loans.

(3)Represents our aggregate ownership interest in our Bank Loan Portfolio Joint Venture, which owns an initial

portfolio of commercial mortgage loans acquired during the three months ended June 30, 2025, in which we hold a

29% interest, and an additional portfolio acquired during the three months ended September 30, 2025, in which we

hold a 50% interest.

	December 31, 2024
Investments in Unconsolidated Entities	Number of<br><br>Assets	Ownership<br><br>Interest	Book Value
Unconsolidated entities carried at historical cost
Net Lease Joint Venture	–	75%	$4,452
Total unconsolidated entities carried at historical cost	–		4,452

F-35

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

The following tables detail the activity related to our investments in unconsolidated entities during the years ended

December 31, 2025 and 2024 ($ in thousands):

Investments in Unconsolidated Entities	December 31,<br><br>2024	Contributions	Distributions	(Loss) Income<br><br>From<br><br>Unconsolidated<br><br>Entities(1)	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Loss	December 31,<br><br>2025
Net Lease Joint Venture	$4,452	$104,274	$—	$(1,367)	$(881)	$106,478
Bank Loan Portfolio Joint Venture	—	102,845	(1,509)	9,674	—	111,010
Total	$4,452	$207,119	$(1,509)	$8,307	$(881)	$217,488
Investments in Unconsolidated Entities	December 31,<br><br>2023	Contributions	Distributions	Loss From<br><br>Unconsolidated<br><br>Entities	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Income	December 31,<br><br>2024
Net Lease Joint Venture	$—	$7,200	$—	$(2,748)	$—	$4,452
Total	$—	$7,200	$—	$(2,748)	$—	$4,452

(1)Includes our share of non-cash items such as (i) depreciation and amortization, and (ii) unrealized gains recorded by

unconsolidated entities.

There was no income or loss from unconsolidated entities for the year ended December 31, 2023.

During the year ended December 31, 2025, our Net Lease Joint Venture and Bank Loan Portfolio Joint Venture each

entered into derivative agreements where we would be required to make payment for periodic or final settlement of

derivative contracts if either our Net Lease Joint Venture or Bank Loan Portfolio Joint Venture, as applicable, is unable to

fulfill its respective obligations.

6. OTHER ASSETS AND LIABILITIES

Other Assets

The following table details the components of our other assets ($ in thousands):

	December 31, 2025	December 31, 2024
Accrued interest receivable	$132,975	$160,131
Real estate intangible assets, net	117,089	77,289
Accounts receivable and other assets(1)(2)	56,848	134,030
Other real estate assets	42,153	9,338
Loan portfolio payments held by servicer(3)	27,374	113,199
Collateral deposited under derivative agreements	25,300	4,810
Derivative assets	10,492	72,454
Prepaid expenses	1,032	1,002
Total	$413,263	$572,253

(1)Includes $55.5 million and $95.5 million as of December 31, 2025 and December 31, 2024, respectively, of cash

collateral held by our CLOs that was subsequently remitted by the trustee to repay a portion of the outstanding

senior CLO securities, or that was subsequently reinvested by purchasing additional collateral into our CLOs.

(2)During the year ended December 31, 2025, a note receivable that was previously included in this balance was

deemed non-recoverable, and we recorded a charge-off of CECL reserves of $6.8 million.

(3)Primarily represents loan principal repayments held by our third-party loan servicers as of the balance sheet date that

were remitted to us during the subsequent remittance cycle.

F-36

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

Other Liabilities

The following table details the components of our other liabilities ($ in thousands):

	December 31, 2025	December 31, 2024
Other real estate liabilities	$127,703	$72,018
Accrued dividends payable	79,081	81,214
Accrued interest payable	58,871	77,855
Other secured debt(1)	39,475	—
Derivative liabilities	26,596	5,238
Accrued management fees payable	16,434	18,534
Accounts payable and other liabilities	14,653	13,834
Debt repayments pending servicer remittance(2)	11,748	3,742
Current expected credit loss reserves for unfunded loan commitments(3)	11,617	10,412
Total	$386,178	$282,847

(1)Represents financing on our retained investment in the European Loan Securitization. Refer to Note 8 for further

information.

(2)Represents pending transfers from our third-party loan servicer that were remitted to our banking counterparties or

CLO trustees during the subsequent remittance cycle.

(3)Represents the CECL reserve related to our unfunded loan commitments.

Current Expected Credit Loss Reserves for Unfunded Loan Commitments

As of December 31, 2025, we had aggregate unfunded commitments of $1.2 billion related to 53 loans. The expected credit

losses over the contractual period of our loans are impacted by our obligations to extend further credit through our

unfunded loan commitments. See Note 2 for further discussion of the CECL reserves related to our unfunded loan

commitments, and Note 22 for further discussion of our unfunded loan commitments. During the year ended December 31,

2025, we recorded an increase in the CECL reserves related to our unfunded loan commitments of $1.2 million, bringing

our total unfunded loan commitments CECL reserve to $11.6 million as of December 31, 2025. During the year ended

December 31, 2024, we recorded a decrease in the CECL reserves related to our unfunded loan commitments of

$5.0 million, bringing our total unfunded loan commitments CECL reserve to $10.4 million as of December 31, 2024.

7. SECURED DEBT, NET

Our secured debt represents borrowings under our secured credit facilities. During the year ended December 31, 2025, we

closed $3.2 billion of new borrowings against $4.1 billion of collateral assets.

The following table details our secured debt ($ in thousands):

	Secured Debt<br><br>Borrowings Outstanding
	December 31, 2025	December 31, 2024
Secured credit facilities	$10,125,839	$9,705,529
Deferred financing costs(1)	(8,547)	(9,195)
Net book value of secured debt	$10,117,292	$9,696,334

(1)Costs incurred in connection with our secured debt are recorded on our consolidated balance sheets when incurred

and recognized as a component of interest expense over the life of each related facility.

Secured Credit Facilities

Our secured credit facilities are bilateral agreements we use to finance diversified pools of senior loan collateral with

sufficient flexibility to accommodate our investment and asset management strategy. The facilities are generally structured

F-37

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

to provide currency, index, and term-matched financing without capital markets-based mark-to-market provisions. Our

credit facilities are diversified across 15 counterparties, primarily consisting of top global financial institutions to minimize

our counterparty risk exposure.

The following table details our secured credit facilities as of December 31, 2025 ($ in thousands):

December 31, 2025
							Recourse Limitation
Currency	Lenders(1)	Borrowings	Wtd. Avg.<br><br>Maturity(2)	Loan<br><br>Count	Collateral(3)	Wtd. Avg.<br><br>Maturity(4)	Wtd.<br><br>Avg.	Range
USD	12	$4,284,949	November 2027	80	$6,478,546	December 2027	32%	25% - 100%
GBP	7	2,635,148	November 2028	17	3,568,084	December 2028	25%	25%
EUR	6	1,716,537	August 2027	10	2,421,382	October 2027	42%	25% - 100%
Others(5)	4	1,489,205	April 2029	6	1,870,394	May 2029	25%	25%
Total	15	$10,125,839	April 2028	113	$14,338,406	May 2028	31%	25% - 100%

(1)Represents the number of lenders with fundings advanced in each respective currency, as well as the total number of

facility lenders. The total number of facility lenders includes one additional lender that had no fundings advanced as

of December 31, 2025.

(2)Our secured debt agreements are generally term-matched to their underlying collateral. Therefore, the weighted-

average maturity is generally allocated based on the maximum maturity date of the collateral loans, assuming all

extension options are exercised by the borrower. In limited instances, the maturity date of the respective secured

credit facility is used.

(3)Represents the principal balance of the collateral loan assets and the carrying value of the collateral owned real

estate assets.

(4)Maximum maturity assumes all extension options are exercised by the borrower; however, our loans may be repaid

prior to such date.

(5)Includes Australian Dollar, Canadian Dollar, and Swedish Krona currencies.

The availability of funding under our secured credit facilities is based on the amount of approved collateral, which

collateral is proposed by us in our discretion and approved by the respective counterparty in its discretion, resulting in a

mutually agreed collateral portfolio construction. Certain structural elements of our secured credit facilities, including the

limitation on recourse to us and facility economics, are influenced by the specific collateral portfolio construction of each

facility, and therefore vary within and among the facilities.

F-38

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

The following tables detail the spread of our secured credit facilities as of December 31, 2025 and December 31, 2024 ($ in

thousands):

	Year Ended<br><br>December 31, 2025	December 31, 2025
Spread(1)	New Financings(2)	Total<br><br>Borrowings	Wtd. Avg.<br><br>All-in<br><br>Cost(1)(3)(4)	Collateral(5)	Wtd. Avg.<br><br>All-in<br><br>Yield(1)(3)	Net Interest<br><br>Margin(6)
+ 1.50% or less(7)	$2,018,709	$5,098,876	+1.54%	$6,936,909	+2.97%	+1.43%
+ 1.51% to + 1.75%	660,636	2,419,595	+1.75%	3,232,654	+3.50%	+1.75%
+ 1.76% to + 2.00%	325,160	1,088,336	+2.08%	1,797,080	+2.94%	+0.86%
+ 2.01% or more	153,625	1,519,032	+2.74%	2,371,763	+4.25%	+1.51%
Total	$3,158,130	$10,125,839	+1.83%	$14,338,406	+3.29%	+1.46%			Year Ended<br><br>December 31, 2024	December 31, 2024
---	---	---	---	---	---	---
Spread(1)	New Financings(2)	Total<br><br>Borrowings	Wtd. Avg.<br><br>All-in<br><br>Cost(1)(3)(4)	Collateral(5)	Wtd. Avg.<br><br>All-in<br><br>Yield(1)(3)	Net Interest<br><br>Margin(6)
+ 1.50% or less	$165,616	$3,976,192	+1.53%	$6,185,925	+3.18%	+1.65%
+ 1.51% to + 1.75%	74,118	2,238,376	+1.78%	3,140,937	+3.52%	+1.74%
+ 1.76% to + 2.00%	—	969,541	+2.09%	1,802,431	+3.67%	+1.58%
+ 2.01% or more	374,407	2,521,420	+2.61%	3,678,528	+4.31%	+1.70%
Total	$614,141	$9,705,529	+1.92%	$14,807,821	+3.58%	+1.66%

(1)The spread, all-in cost, and all-in yield are expressed over the relevant floating benchmark rates, which include

SOFR, SONIA, EURIBOR, CORRA, and other indices as applicable.

(2)Represents the amount of new borrowings we closed during the years ended December 31, 2025 and 2024,

respectively.

(3)In addition to spread, the cost includes the associated deferred fees and expenses related to the respective

borrowings. In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension

fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. All-in yield excludes loans

accounted for under the cost-recovery and nonaccrual methods, if any, and owned real estate assets.

(4)Represents the weighted-average all-in cost as of December 31, 2025 and December 31, 2024, respectively, and is

not necessarily indicative of the spread applicable to recent or future borrowings.

(5)Represents the principal balance of the collateral loan assets and the carrying value of the collateral owned real

estate assets.

(6)Represents the difference between the weighted-average all-in yield and weighted-average all-in cost.

(7)Includes an interest rate swap with a $35.6 million notional amount that effectively converts our floating rate

liability to a fixed rate liability to align with the financed fixed rate loan exposure.

Our secured credit facilities generally permit us to increase or decrease the amount advanced against the pledged collateral

in our discretion within certain maximum/minimum amounts and frequency limitations. As of December 31, 2025, there

was an aggregate $551.6 million available to be drawn at our discretion under our credit facilities.

Financial Covenants

As of December 31, 2025, we are subject to the following financial covenants related to our secured debt and secured debt

of our unconsolidated entities: (i) our ratio of earnings before interest, taxes, depreciation, and amortization, or EBITDA, to

fixed charges, as defined in the agreements, shall be not less than 1.3 to 1.0; (ii) our tangible net worth, as defined in the

agreements, shall not be less than $3.6 billion as of each measurement date plus 75% to 85% of the net cash proceeds of

future equity issuances subsequent to December 31, 2025; (iii) cash liquidity shall not be less than the greater of (x) $10.0

million or (y) no more than 5% of our recourse indebtedness; and (iv) our indebtedness shall not exceed 83.33% of our

total assets. As of December 31, 2025 and December 31, 2024, we were in compliance with these covenants.

F-39

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

8. SECURITIZED DEBT OBLIGATIONS, NET

We have financed certain pools of our loans through CLOs and have also financed one of our loans through a securitization

vehicle, or the European Loan Securitization. The CLOs and the European Loan Securitization are consolidated in our

financial statements and have issued securitized debt obligations that are non-recourse to us. Refer to Note 20 for further

discussion of our CLOs and the European Loan Securitization. The following tables detail our securitized debt obligations

and the underlying collateral assets that are financed by our CLOs and the European Loan Securitization ($ in thousands):

	December 31, 2025
Securitized Debt Obligations		Count	Principal<br><br>Balance	Book<br><br>Value(1)	Wtd. Avg.<br><br>Yield/Cost(2)(3)	Term(4)
CLOs
2025 FL5 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	$831,250	$822,243	+ 2.15%	October 2042
Underlying Collateral Assets		18	944,537	944,537	+ 3.49%	October 2028
2021 FL4 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	605,613	605,613	+ 1.45%	May 2038
Underlying Collateral Assets		16	736,360	736,360	+ 3.18%	February 2027
2020 FL2 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	519,967	519,967	+ 1.82%	February 2038
Underlying Collateral Assets		11	691,964	691,964	+ 2.84%	January 2027
Total CLOs
Senior CLO Securities Outstanding		3	$1,956,830	$1,947,823	+ 1.84%
Underlying Collateral Assets		45	2,372,861	2,372,861	+ 3.22%
European Loan Securitization
Financing Provided		1	$192,666	$191,896	+ 1.53%	July 2030
Underlying Collateral Assets(5)		1	249,160	246,421	+ 2.97%	July 2030
Total
Senior CLO Securities Outstanding /<br><br>Financing Provided(5)		4	$2,149,496	$2,139,719	+ 1.82%
Underlying Collateral Assets		46	2,622,021	2,619,282	+ 3.22%

(1)The book value of underlying collateral assets excludes any applicable CECL reserves.

(2)In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan

origination costs, purchase discounts, and accrual of exit fees.

(3)The weighted-average all-in yield and cost are expressed as a spread over the relevant floating benchmark rates,

which is SOFR for the CLOs and EURIBOR for the European Loan Securitization. All-in yield excludes loans

accounted for under the cost-recovery and nonaccrual methods, if any, and owned real estate assets.

(4)Underlying collateral assets term represents the weighted-average final maturity of such loans, assuming all

extension options are exercised by the borrower, and excludes owned real estate assets. Repayments of securitized

debt obligations are tied to timing of the related collateral loan asset repayments. The term of these obligations

represents the rated final distribution date of the securitizations.

(5)We financed our $55.8 million retained interests in the securitization under a repurchase agreement structured

without capital markets-based mark-to-market provisions. The amount of the financing is included in other liabilities

on our consolidated balance sheets.

(6)During the year ended December 31, 2025, we recorded $140.0 million of interest expense related to our securitized

debt obligations.

F-40

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

	December 31, 2024
Securitized Debt Obligations		Count	Principal<br><br>Balance	Book Value(1)	Wtd. Avg.<br><br>Yield/Cost(2)(3)	Term(4)
2021 FL4 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	$785,453	$785,442	+ 1.39%	May 2038
Underlying Collateral Assets		22	952,764	952,764	+ 2.95%	August 2026
2020 FL3 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	552,664	552,663	+ 1.92%	November 2037
Underlying Collateral Assets		12	743,914	743,914	+ 2.92%	June 2026
2020 FL2 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	598,850	598,851	+ 1.50%	February 2038
Underlying Collateral Assets		12	855,725	855,725	+ 2.79%	August 2026
Total
Senior CLO Securities Outstanding(5)		3	$1,936,967	$1,936,956	+ 1.57%
Underlying Collateral Assets		46	$2,552,403	$2,552,403	+ 2.98%

(1)The book value of underlying collateral assets excludes any applicable CECL reserves.

(2)In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan

origination costs, purchase discounts, and accrual of exit fees.

(3)The weighted-average all-in yield and cost are expressed as a spread over SOFR. All-in yield excludes loans

accounted for under the cost-recovery and nonaccrual methods, if any.

(4)Underlying collateral assets term represents the weighted-average final maturity of such loans, assuming all

extension options are exercised by the borrower. Repayments of securitized debt obligations are tied to timing of the

related collateral loan asset repayments. The term of these obligations represents the rated final distribution date of

the securitizations.

(5)During the year ended December 31, 2024, we recorded $157.0 million of interest expense related to our securitized

debt obligations.

9. ASSET-SPECIFIC DEBT, NET

The following tables detail our asset-specific debt ($ in thousands):

	December 31, 2025
Asset-Specific Debt		Count	Principal<br><br>Balance	Book Value(1)	Wtd. Avg.<br><br>Yield/Cost(2)	Wtd. Avg.<br><br>Term(3)
Financing provided		4	$999,810	$997,746	+ 2.66%	February 2030
Collateral assets		4	$1,243,500	$1,234,205	+ 4.02%	February 2030
	December 31, 2024
Asset-Specific Debt		Count	Principal<br><br>Balance	Book Value(1)	Wtd. Avg.<br><br>Yield/Cost(2)	Wtd. Avg.<br><br>Term(3)
Financing provided		2	$1,228,110	$1,224,841	+ 3.20%	June 2026
Collateral assets		2	$1,467,185	$1,459,864	+ 4.03%	June 2026

(1)The book value of underlying collateral assets excludes any applicable CECL reserves.

(2)The weighted-average all-in yield and cost are expressed as a spread over the relevant floating benchmark rates,

which include SOFR and CORRA, as applicable. These floating rate loans and related liabilities are currency and

index-matched to the applicable benchmark rate relevant in each arrangement. In addition to cash coupon, yield/cost

includes the amortization of deferred origination fees and financing costs.

(3)The weighted-average term is determined based on the maximum maturity of the corresponding loans, assuming all

extension options are exercised by the borrower. Our non-recourse, asset-specific debt is term-matched in each case

to the corresponding collateral loans.

F-41

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

10. LOAN PARTICIPATIONS SOLD, NET

The sale of a non-recourse interest in a loan through a participation agreement generally does not qualify for sale

accounting under GAAP. For such transactions, we therefore present the whole loan as an asset and the loan participation

sold as a liability on our consolidated balance sheet until the loan is repaid. We generally have no obligation to pay

principal and interest under these liabilities, and the gross presentation of loan participations sold does not impact our

stockholders’ equity or net income.

We did not have any loan participations sold as of December 31, 2025. The following table details our loan participations

sold as of December 31, 2024 ($ in thousands):

	December 31, 2024
Loan Participations Sold		Count	Principal<br><br>Balance	Book Value(1)	Wtd. Avg.<br><br>Yield/Cost(2)	Term(3)
Junior Participations
Loan Participation(4)		2	$100,064	$100,064	+ 9.75%	February 2026
Total Loan		2	442,142	442,008	+ 6.14%	February 2026

(1)The book value of underlying collateral assets excludes any applicable CECL reserves.

(2)The weighted-average all-in yield and cost are expressed over the relevant floating benchmark rates, which include

SOFR and SONIA, as applicable. This non-debt participation sold structure is inherently matched in terms of

currency and interest rate. In addition to cash coupon, yield/cost includes the amortization of deferred fees and

financing costs.

(3)The term is determined based on the maximum maturity of the loan, assuming all extension options are exercised by

the borrower. Our loan participations sold are inherently non-recourse and term-matched to the corresponding loan.

(4)During the years ended December 31, 2025 and 2024, we recorded $6.9 million and $22.6 million, respectively, of

interest expense related to our loan participations sold.

11. TERM LOANS, NET

During the year ended December 31, 2025, we borrowed an additional (i) $1.0 billion under the B-6 Term Loan, (ii)

$453.1 million under the B-7 Term Loan, and (iii) $700.0 million under the B-8 Term Loan. The proceeds from the B-6

Term Loan were used to repay $400.0 million in principal outstanding under the B-4 Term Loan and all $648.4 million in

principal outstanding under the B-5 Term Loan. The proceeds from the B-7 Term Loan were used, among other things, to

repay the remaining $403.1 million in principal outstanding under the B-4 Term Loan. The proceeds from the B-8 Term

Loan were used, among other things, to repay all $309.3 million in principal outstanding under the B-1 Term Loan and to

repay $350.0 million in principal outstanding under the B-6 Term Loan.

Subsequent to December 31, 2025, we borrowed an additional $770.8 million under a B-9 Term Loan, the proceeds of

which were used, among other things, to repay all $695.8 million in principal outstanding under the B-6 Term Loan. The

B-9 Term Loan bears interest at SOFR + 2.50% and matures in December 2030.

F-42

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

The following table details the net book value of each of our senior term loan facilities, or Term Loans, on our consolidated

balance sheets ($ in thousands):

	Face Value
Term Loans	December 31, 2025	December 31, 2024	All-in<br><br>Cost(1)(2)	Maturity
B-1 Term Loan	$—	309,268	+ 2.53%	April 23, 2026
B-4 Term Loan	—	805,169	+ 3.99%	May 9, 2029
B-5 Term Loan	—	650,000	+ 4.27%	December 10, 2028
B-6 Term Loan	695,754	—	+ 3.61%	December 10, 2030
B-7 Term Loan	451,972	—	+ 2.95%	May 9, 2029
B-8 Term Loan	700,000	—	+ 2.95%	December 19, 2032
Total face value	$1,847,726	1,764,437
Deferred financing costs and<br><br>unamortized discounts	(39,726)	(32,364)
Net book value	$1,808,000	1,732,073

All values are in US Dollars.

(1)The B-6 Term Loan and B-7 Term Loan borrowings are subject to a benchmark interest rate floor of 0.50%. The

Term loans are indexed to one-month SOFR.

(2)Includes issue discount and transaction expenses that are amortized through interest expense over the life of the

applicable Term Loans.

The Term Loans are partially amortizing, with an amount equal to 1.0% per annum of the aggregate initial principal

balance due in quarterly installments. There was no repurchase activity or gain on debt extinguishment during the year

ended December 31, 2025. During the year ended December 31, 2024, we repurchased an aggregate principal amount of

$2.3 million of the B-1 Term Loan at a weighted-average price of 99%. This resulted in a gain on extinguishment of debt

of $25,000 during the year ended December 31, 2024.

The following table details our interest expense related to the Term Loans ($ in thousands):

	Year Ended December 31,
	2025	2024	2023
Cash coupon	$132,350	$173,138	$171,834
Discount and issuance cost amortization	11,386	11,799	9,266
Total interest expense	$143,736	$184,937	$181,100

The Term Loans contain the financial covenant that our indebtedness shall not exceed 83.33% of our total assets. As of

December 31, 2025 and December 31, 2024, we were in compliance with this covenant. Refer to Note 2 for further

discussion of our accounting policies for the Term Loans.

F-43

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

12. SENIOR SECURED NOTES, NET

The following table details the net book value of our senior secured notes, or Senior Secured Notes, on our consolidated

balance sheets ($ in thousands):

	Face Value
Senior Secured Notes Issuance	December 31, 2025	December 31, 2024		All-in<br><br>Cost(1)	Maturity
October 2021	$335,316	335,316		4.06%	January 15, 2027
December 2024	450,000	450,000	(2)	8.14%	December 1, 2029
Total face value	$785,316	785,316
Deferred financing costs and<br><br>unamortized discounts	(7,280)	(9,857)
Hedging adjustments(3)	6,840	(4,424)
Net book value	$784,876	771,035

All values are in US Dollars.

(1)Includes transaction expenses that are amortized through interest expense over the life of the Senior Secured Notes.

(2)Represents the stated coupon rate of the notes. We have entered into an interest rate swap that effectively converts

our fixed rate exposure to a SOFR + 3.95% floating rate exposure.

(3)Represents the fair value of an interest rate swap that we entered into to convert the fixed rate exposure of the

December 2024 Senior Secured Notes into floating rate. Refer to Note 14 for further discussion.

The following table details our interest expense related to the Senior Secured Notes ($ in thousands):

	Year Ended December 31,
	2025	2024	2023
Cash coupon	$47,449	$14,976	$14,506
Discount and issuance cost amortization	2,658	1,124	1,158
Total interest expense	$50,107	$16,100	$15,664

There was no repurchase activity or gain on debt extinguishment during the year ended December 31, 2025. During the

years ended December 31, 2024 and 2023, we repurchased an aggregate principal amount of $30.8 million and

$33.9 million, respectively, of the October 2021 Senior Secured Notes at a weighted-average price of 88% and 85% of par,

respectively. This resulted in a gain on extinguishment of debt of $3.3 million and $4.6 million during the years ended

December 31, 2024 and 2023, respectively.

The Senior Secured Notes contain the financial covenant that our indebtedness shall not exceed 83.33% of our total assets.

As of December 31, 2025 and December 31, 2024, we were in compliance with this covenant. Under certain

circumstances, we may, at our option, release all of the collateral securing our Senior Secured Notes, in which case we

would also be required to maintain a total unencumbered assets to total unsecured indebtedness ratio of 1.20 or greater.

This covenant is not currently in effect as the collateral securing our Senior Secured Notes has not been released.

F-44

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

13. CONVERTIBLE NOTES, NET

The following table details the net book value of our convertible senior notes, or Convertible Notes, on our consolidated

balance sheets ($ in thousands):

	Face Value
Convertible Notes	December 31, 2025	December 31, 2024	All-in<br><br>Cost(1)	Conversion<br><br>Price(2)	Maturity
Face value	$266,157	266,157	5.79%	$36.27	March 15, 2027
Deferred financing costs and<br><br>unamortized discount	(1,412)	(2,541)
Net book value	$264,745	263,616

All values are in US Dollars.

(1)Includes issuance costs that are amortized through interest expense over the life of the Convertible Notes using the

effective interest method.

(2)Represents the price of class A common stock per share based on a conversion rate of 27.5702 for the Convertible

Notes. The conversion rate represents the number of shares of class A common stock issuable per $1,000 principal

amount of Convertible Notes. The cumulative dividend threshold has not been exceeded as of December 31, 2025.

Other than as provided by the optional redemption provisions with respect to our Convertible Notes, we may not redeem

the Convertible Notes prior to maturity. The Convertible Notes are convertible at the holders’ option into shares of our

class A common stock, only under specific circumstances, prior to the close of business on December 14, 2026 at the

applicable conversion rate in effect on the conversion date. Thereafter, the Convertible Notes are convertible at the option

of the holder at any time until the second scheduled trading day immediately preceding the maturity date. The last reported

sale price of our class A common stock of $19.13 on December 31, 2025, the last trading day in the year ended

December 31, 2025, was less than the per share conversion price of the Convertible Notes.

There was no repurchase activity during the years ended December 31, 2025 and 2023. During the year ended

December 31, 2024, we repurchased an aggregate principal amount of $33.8 million of the Convertible Notes at a

weighted-average price of 93% of par. This resulted in a gain on extinguishment of debt of $2.0 million during the year

ended December 31, 2024, respectively.

The following table details our interest expense related to the Convertible Notes ($ in thousands):

	Year Ended December 31,
	2025	2024	2023
Cash coupon	$14,639	$15,784	$18,639
Discount and issuance cost amortization	1,129	1,227	1,589
Total interest expense	$15,768	$17,011	$20,228

Accrued interest payable for the Convertible Notes was $4.3 million as of both December 31, 2025 and December 31,

2024. Refer to Note 2 for further discussion of our accounting policies for the Convertible Notes.

14. DERIVATIVE FINANCIAL INSTRUMENTS

The objective of our use of derivative financial instruments is to minimize the risks and/or costs associated with our

investments and/or financing transactions. These derivatives may or may not qualify as net investment, cash flow, or fair

value hedges under the hedge accounting requirements of ASC 815 – “Derivatives and Hedging.” Derivatives not

designated as hedges are not speculative and are used to manage our exposure to interest rate movements and other

identified risks. Refer to Note 2 for further discussion of the accounting for designated and non-designated hedges.

The use of derivative financial instruments involves certain risks, including the risk that the counterparties to these

contractual arrangements do not perform as agreed. To mitigate this risk, we only enter into derivative financial

instruments with counterparties that have appropriate credit ratings and are major financial institutions with which we and

our affiliates also have other financial relationships.

F-45

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

Net Investment Hedges of Foreign Currency Risk

Certain of our international investments expose us to fluctuations in foreign interest rates and currency exchange rates.

These fluctuations may impact the value of our cash receipts and payments in terms of our functional currency, the U.S.

dollar. We use foreign currency forward contracts to protect the value or fix the amount of certain investments or cash

flows in terms of the U.S. dollar.

Designated Hedges of Foreign Currency Risk

The following table details our outstanding foreign exchange derivatives that were designated as net investment hedges of

foreign currency risk (notional amounts in thousands):

December 31, 2025			December 31, 2024
Foreign Currency Derivatives	Number of<br><br>Instruments	Notional<br><br>Amount	Foreign Currency Derivatives	Number of<br><br>Instruments	Notional<br><br>Amount
Buy USD / Sell SEK Forward	2	kr 970,417	Buy USD / Sell SEK Forward	2	kr 971,180
Buy USD / Sell GBP Forward	6	£739,956	Buy USD / Sell GBP Forward	5	£604,739
Buy USD / Sell EUR Forward	10	€689,868	Buy USD / Sell EUR Forward	8	€603,910
Buy USD / Sell AUD Forward	7	A$371,141	Buy USD / Sell AUD Forward	6	A$355,703
Buy USD / Sell CAD Forward	3	C$120,557	Buy USD / Sell CHF Forward	1	CHF6,752
Buy USD / Sell CHF Forward	1	CHF52

Non-designated Hedges of Foreign Currency Risk

The following table details our outstanding foreign exchange derivatives that were non-designated hedges of foreign

currency risk (notional amounts in thousands):

December 31, 2025
Non-designated Hedges	Number of<br><br>Instruments	Notional Amount	Number of<br><br>Instruments	Notional<br><br>Amount
Buy GBP / Sell USD Forward	2	86,800	3	£54,400
Buy USD / Sell GBP Forward	2	86,800	3	£54,400
Buy EUR / Sell USD Forward	3	44,700
Buy USD / Sell EUR Forward	3	44,700
Buy AUD / Sell USD Forward	2	A10,200
Buy USD / Sell AUD Forward	2	A10,200

All values are in Euros.

F-46

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

Cash Flow Hedges of Interest Rate Risk

Certain of our financing transactions expose us to a fixed versus floating rate mismatch between our assets and liabilities.

We use derivative financial instruments, which include interest rate swaps (and may also include interest rate caps, interest

rate options, floors, and other interest rate derivative contracts) to hedge interest rate risk associated with our borrowings

where there is potential for an index mismatch.

The following table details our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate

risk (notional amounts in thousands):

December 31, 2025
Interest Rate Derivatives	Number of<br><br>Instruments	Notional Amount	Fixed Rate	Index	Maturity (Years)
Interest Rate Swaps	1	$35,600	3.51%	SOFR	5.0

No cash flow hedges of interest rate risk were outstanding as of December 31, 2024.

Fair Value Hedges of Interest Rate Risk

Certain of our corporate financings expose us to fluctuations in the fair value of our outstanding fixed rate debt. We use

derivative financial instruments, which include interest rate swaps, to hedge interest rate risk associated with changes in the

fair value of our fixed rate debt. The changes in the value of the interest rate swap is recognized in earnings and offset the

corresponding changes in the fair value of the debt.

Designated Hedges of Interest Rate Risk

The following tables detail our outstanding interest rate derivatives that were designated as fair value hedges of interest rate

risk (notional amount in thousands):

December 31, 2025
Interest Rate Derivatives	Number of<br><br>Instruments	Notional Amount	Fixed Rate	Index	Maturity (Years)
Interest Rate Swaps	1	$450,000	3.81%	SOFR	3.9		December 31, 2024
---	---	---	---	---	---
Interest Rate Derivatives	Number of<br><br>Instruments	Notional Amount	Fixed Rate	Index	Maturity (Years)
Interest Rate Swaps	1	$450,000	3.81%	SOFR	4.9

The following tables detail the carrying amount and cumulative basis adjustments on hedged items designated as fair value

hedges ($ in thousands):

December 31, 2025
Line Item in the Consolidated Balance<br><br>Sheets in which the Hedged Item is<br><br>Included	Carrying Amount of the Hedged Assets/<br><br>Liabilities	Cumulative Amount of Fair Value Hedging<br><br>Adjustment Included in Carrying Amount
Senior secured notes, net	$450,597	$6,840		December 31, 2024
---	---	---
Line Item in the Consolidated Balance<br><br>Sheets in which the Hedged Item is<br><br>Included	Carrying Amount of the Hedged Assets/<br><br>Liabilities	Cumulative Amount of Fair Value Hedging<br><br>Adjustment Included in Carrying Amount
Senior secured notes, net	$437,759	$(4,424)

F-47

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

Financial Statement Impact of Hedges of Foreign Currency and Interest Rate Risks

The following table presents the effect of our derivative financial instruments on our consolidated statements of operations

($ in thousands):

		Increase (Decrease) to Net Interest Income Recognized from Derivatives
		Year Ended December 31,
Derivatives in Hedging<br><br>Relationships	Location of Income<br><br>(Expense) Recognized	2025	2024	2023
Designated Hedges	Interest Income(1)	$18,771	$16,490	$25,439
Designated Hedges	Interest Expense(2)	(2,182)	1,119	893
Non-Designated Hedges	Interest Income(1)	(122)	(44)	65
Non-Designated Hedges	Interest Expense(3)	(2,107)	4	(71)
Total		$14,360	$17,569	$26,326

(1)Represents the forward points earned on our foreign currency forward contracts, which reflect the interest rate

differentials between the applicable base rate for our foreign currency investments and prevailing U.S. interest rates.

These forward contracts effectively convert the foreign currency rate exposure for such investments to

USD-equivalent interest rates.

(2)Represents the financial statement impact of proceeds (payments) from periodic settlements related to our interest

rate swap.

(3)Represents the realized loss on an interest rate swap related to our Bank Loan Portfolio Joint Venture that was

entered into and subsequently terminated during 2025, and the spot rate movement in our non-designated foreign

currency hedges, which are marked to market and recognized in interest expense.

Fair Value Hedges

The following table presents the net gains (losses) on derivatives and the related hedged items in fair value hedging

relationships ($ in thousands):

	Year Ended December 31,
	2025	2024
Total interest and related expenses presented in the consolidated statements of<br><br>operations	$988,947	$1,289,972
Gains (losses) on fair value hedging relationships
Total gain on derivative instruments	$11,263	$(4,386)
Fair value basis adjustment on hedged items	(11,264)	4,424
Derivative settlements and accruals	(2,182)	(232)
Net loss on fair value hedging relationships(1)	$(2,183)	$(194)

(1)Included within interest and related expenses presented in the consolidated statements of operations.

There were no fair value hedges outstanding during the year ended December 31, 2023.

F-48

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

Valuation and Other Comprehensive Income

The following table summarizes the fair value of our derivative financial instruments ($ in thousands):

	Fair Value of Derivatives in an Asset<br><br>Position(1) as of		Fair Value of Derivatives in a<br><br>Liability Position(2) as of
	December 31,<br><br>2025	December 31,<br><br>2024	December 31,<br><br>2025	December 31,<br><br>2024
Derivatives designated as hedging instruments
Foreign exchange contracts	$22	$69,433	$24,994	$—
Interest rate derivatives	6,877	—	76	4,386
Total derivatives designated as hedging<br><br>instruments	$6,899	$69,433	$25,070	$4,386
Derivatives not designated as hedging instruments
Foreign exchange contracts	$3,593	$3,021	$1,526	$852
Interest rate derivatives	—	—	—	—
Total derivatives not designated as hedging<br><br>instruments	$3,593	$3,021	$1,526	$852
Total derivatives	$10,492	$72,454	$26,596	$5,238

(1)Included in other assets in our consolidated balance sheets.

(2)Included in other liabilities in our consolidated balance sheets.

The following table presents the effect of our derivative financial instruments on our consolidated statements of

comprehensive income and operations ($ in thousands):

Derivatives in Hedging<br><br>Relationships	Amount of Gain (Loss) Recognized in<br><br>OCI on Derivatives			Amount of<br><br>Gain (Loss) Reclassified from<br><br>Accumulated OCI into Income
	Year Ended December 31,			Year Ended December 31,
	2025	2024	2023	2025	2024	2023
Net Investment Hedges
Foreign exchange<br><br>contracts(1)	$(166,732)	$88,591	(76,224)	$18,774	$—	$—
Cash Flow Hedges
Interest rate<br><br>derivatives	(73)	998	1,210	2	1,315	893
Total	$(166,805)	$89,589	(75,014)	$18,776	$1,315	$893

All values are in US Dollars.

(1)During the years ended December 31, 2025, 2024 and 2023, we paid net cash settlements of $72.2 million,

$59.8 million, and $69.9 million, respectively, on our foreign currency forward contracts. Those amounts are

included as a component of accumulated other comprehensive income on our consolidated balance sheets.

Credit–Risk Related Contingent Features

We have entered into agreements with certain of our derivative counterparties that contain provisions where if we were to

default on any of our indebtedness, including default where repayment of the indebtedness has not been accelerated by the

lender, we may also be declared in default on our derivative obligations. In addition, certain of our agreements with our

derivative counterparties require that we post collateral to secure net liability positions. As of December 31, 2025, we were

in a net asset position with one of our counterparties and in a net liability position with our other two counterparties related

to our foreign exchange hedges and had $25.3 million collateral posted with such counterparties. As of December 31, 2024,

we were in a net asset position with our counterparties related to our foreign exchange hedges and had $4.8 million of

collateral posted with one counterparty related to our interest rate swap.

F-49

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

15. EQUITY

Stock and Stock Equivalents

Authorized Capital

As of December 31, 2025 we had the authority to issue up to 500,000,000 shares of stock, consisting of 400,000,000 shares

of class A common stock and 100,000,000 shares of preferred stock. Subject to applicable NYSE listing requirements, our

board of directors is authorized to cause us to issue additional shares of authorized stock without stockholder approval. In

addition, to the extent not issued, currently authorized stock may be reclassified between class A common stock and

preferred stock. As of both December 31, 2025 and December 31, 2024, we did not have any shares of preferred stock

issued and outstanding.

Share Repurchase Program

In July 2024, our board of directors authorized the repurchase of up to $150.0 million of our class A common stock. In

October 2025, when the amount remaining available for repurchases under the program was $11.6 million, our board of

directors approved an amendment to the program to increase the amount available for repurchases under the program, as

amended, up to $150.0 million. Under the repurchase program, repurchases may be made from time to time in open market

transactions, in privately negotiated transactions, in agreements and arrangements structured in a manner consistent with

Rules 10b-18 and 10b5-1 under the Exchange Act or otherwise. The timing and the actual amounts repurchased will

depend on a variety of factors, including legal requirements, price and economic and market conditions. The repurchase

program may be changed, suspended or discontinued at any time and does not have a specified expiration date.

During the year ended December 31, 2025, we repurchased 6,010,699 shares of class A common stock at a weighted-

average price per share of $18.20, for a total cost of $109.4 million. During the year ended December 31, 2024, we

repurchased 1,646,034 shares of class A common stock at a weighted-average price per share of $17.74, for a total cost of

$29.2 million. As of December 31, 2025, the amount remaining available for repurchases under the program was

$149.6 million.

Class A Common Stock and Deferred Stock Units

Holders of shares of our class A common stock are entitled to vote on all matters submitted to a vote of stockholders and

are entitled to receive dividends authorized by our board of directors and declared by us, in all cases subject to the rights of

the holders of shares of outstanding preferred stock, if any.

We also issue restricted class A common stock under our stock-based incentive plans. Refer to Note 18 for further

discussion of these long-term incentive plans. In addition to our class A common stock, we also issue deferred stock units

to certain members of our board of directors for services rendered. These deferred stock units are non-voting, but carry the

right to receive dividends in the form of additional deferred stock units in an amount equivalent to the cash dividends paid

to holders of shares of class A common stock. Each vested deferred stock unit is settled by delivery of one share of class A

common stock upon the non-employee director’s separation from service.

F-50

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

The following table details the movement in our outstanding shares of class A common stock, including restricted class A

common stock and deferred stock units:

	Year Ended December 31,
Common Stock Outstanding(1)	2025	2024	2023
Beginning balance	173,204,190	173,569,397	172,106,593
Issuance of class A common stock(2)	1,778	5,849	6,587
Repurchase of class A common stock	(6,010,699)	(1,646,034)	—
Issuance of restricted class A common stock, net(3)(4)	1,363,200	1,222,346	1,402,329
Issuance of deferred stock units	40,583	52,632	53,888
Ending balance	168,599,052	173,204,190	173,569,397

(1)Includes 340,029, 412,096 and 359,464 deferred stock units held by members of our board of directors as of

December 31, 2025, 2024, and 2023, respectively.

(2)Represents shares issued under our dividend reinvestment program during the years ended December 31, 2025,

2024, and 2023, respectively.

(3)Includes 33,393, 41,282 and 25,482 shares of restricted class A common stock issued to our board of directors

during the years ended December 31, 2025, 2024, and 2023, respectively

(4)Net of 55,294, 102,484, and 15,477 shares of restricted class A common stock forfeited under our stock-based

incentive plans during the years ended December 31, 2025, 2024, and 2023, respectively.

Dividend Reinvestment and Direct Stock Purchase Plan

We have adopted a dividend reinvestment and direct stock purchase plan under which an aggregate of 10,000,000 shares of

class A common stock are available for sale. Under the dividend reinvestment component of the plan, our class A common

stockholders can designate all or a portion of their cash dividends to be reinvested in additional shares of class A common

stock. Such shares may, at our option, be newly issued shares from us, shares purchased by the plan administrator on the

open market, or a combination thereof. The direct stock purchase component of the plan allows stockholders and new

investors, subject to our approval, to purchase shares of class A common stock directly from us. During the years ended

December 31, 2025, 2024 and 2023, we issued 1,778, 5849 and 6,587 shares respectively, of class A common stock under

the dividend reinvestment component of the plan. During the year ended December 31, 2025, 2,209 shares of class A

common stock were purchased on the open market by the plan administrator under the dividend reinvestment component of

the plan. As of December 31, 2025, a total of 9,965,125 shares of class A common stock remained available under the

dividend reinvestment and direct stock purchase plan.

At the Market Stock Offering Program

As of December 31, 2025, we are party to seven equity distribution agreements, or ATM Agreements, pursuant to which

we may sell, from time to time, up to an aggregate sales price of $699.1 million of our class A common stock. Sales of

class A common stock made pursuant to our ATM Agreements may be made in negotiated transactions or transactions that

are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. Actual

sales depend on a variety of factors including market conditions, the trading price of our class A common stock, our capital

needs, and our determination of the appropriate sources of funding to meet such needs. During the years ended

December 31, 2025, 2024 and 2023, we did not issue any shares of our class A common stock under ATM Agreements. As

of December 31, 2025, shares of our class A common stock with an aggregate sales price of $480.9 million remained

available for issuance and sale under our ATM Agreements.

Dividends

We generally intend to distribute substantially all of our taxable income, which does not necessarily equal net income as

calculated in accordance with GAAP, to our stockholders each year to comply with the REIT provisions of the Internal

Revenue Code of 1986, as amended, or the Internal Revenue Code. Our dividend policy remains subject to revision at the

discretion of our board of directors. All distributions will be made at the discretion of our board of directors and will

depend upon our taxable income, our financial condition, our maintenance of REIT status, applicable law, and other factors

as our board of directors deems relevant.

F-51

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

On December 15, 2025, we declared a dividend of $0.47 per share, or $79.1 million in aggregate, that was paid on  January

15, 2026 to stockholders of record as of December 31, 2025.

The following table details our dividend activity ($ in thousands, except per share data):

	Year Ended December 31,
	2025	2024	2023
Dividends declared per share of common stock	$1.88	$2.18	$2.48
Percent taxable as ordinary dividends	100.00%	100.00%	100.00%
Percent taxable as capital gain dividends	—%	—%	—%
	100.00%	100.00%	100.00%
Class A common stock dividends declared	$320,613	$377,837	$427,862
Deferred stock unit dividends declared	643	882	878
Total dividends declared	$321,256	$378,719	$428,740

Earnings Per Share

We calculate our basic and diluted earnings per share using the two-class method for all periods presented as the unvested

shares of our restricted class A common stock qualify as participating securities, as defined by GAAP. These restricted

shares have the same rights as our other shares of class A common stock, including participating in any dividends, and

therefore have been included in our basic and diluted net income per share calculation. The shares issuable under our

Convertible Notes are included in dilutive earnings per share using the if-converted method when the effect is not

antidilutive.

The following table sets forth the calculation of basic and diluted net income per share of class A common stock based on

the weighted-average of both restricted and unrestricted class A common stock outstanding ($ in thousands, except per

share data):

	Year Ended December 31,
	2025	2024	2023
Basic and Diluted Earnings
Net income (loss)(1)	$109,569	$(204,088)	$246,555
Weighted-average shares outstanding, basic and diluted(2)	170,961,564	173,782,523	172,672,038
Per share amount, basic and diluted	$0.64	$(1.17)	$1.43

(1)Represents net income (loss) attributable to Blackstone Mortgage Trust, Inc.

(2)For the years ended December 31, 2025, 2024 and 2023, our Convertible Notes were not included in the calculation

of diluted earnings per share, as the impact is antidilutive. Refer to Note 13 for further discussion of our convertible

notes.

Other Balance Sheet Items

Accumulated Other Comprehensive Income

As of December 31, 2025, total accumulated other comprehensive income was $12.1 million, representing $86.6 million of

net realized and unrealized gains related to changes in the fair value of derivative instruments, offset by $73.6 million of

cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies and

$782,000 of unrealized losses related to the changes in the fair value of derivative instruments held by unconsolidated

entities. As of December 31, 2024, total accumulated other comprehensive income was $8.3 million, primarily representing

$272.1 million of net realized and unrealized gains related to changes in the fair value of derivative instruments offset by

$263.9 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign

currencies.

F-52

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

Non-Controlling Interests

The non-controlling interests included on our consolidated balance sheets represent the equity interests in our Multifamily

Joint Venture that are not owned by us. A portion of our Multifamily Joint Venture’s consolidated equity and results of

operations are allocated to these non-controlling interests based on their pro rata ownership of our Multifamily Joint

Venture. As of December 31, 2025, our Multifamily Joint Venture’s total equity was $36.5 million, of which $31.0 million

was owned by us, and $5.5 million was allocated to non-controlling interests. As of December 31, 2024, our Multifamily

Joint Venture’s total equity was $45.9 million, of which $39.0 million was owned by us, and $6.9 million was allocated to

non-controlling interests.

16. OTHER EXPENSES

Our other expenses consist of the management and incentive fees we pay to our Manager and our general and

administrative expenses.

Management and Incentive Fees

Pursuant to a management agreement between our Manager and us, or our Management Agreement, our Manager earns a

base management fee in an amount equal to 1.50% per annum multiplied by our Equity, as defined in the Management

Agreement. In addition, our Manager is entitled to an incentive fee in an amount equal to the product of (i) 20% and (ii) the

excess of (a) our Core Earnings (as defined in our Management Agreement) for the previous 12-month period over (b) an

amount equal to 7.00% per annum multiplied by our Equity, provided that our Core Earnings over the prior three-year

period is greater than zero. Core Earnings, as defined in our Management Agreement, is generally equal to our GAAP net

income (loss), including realized gains and losses not otherwise recognized in current period GAAP net income (loss), and

excluding (i) non-cash equity compensation expense, (ii) depreciation and amortization, (iii) unrealized gains (losses), (iv)

net income (loss) attributable to our legacy portfolio, (v) certain non-cash items, and (vi) incentive management fees.

During the years ended December 31, 2025, 2024, and 2023, we incurred $67.6 million, $74.8 million, and $74.8 million,

respectively, of management fees payable to our Manager. During the years ended December 31, 2025 and 2024, we did

not incur any incentive fees payable to our Manager. During the year ended December 31, 2023, we incurred $44.2 million

of incentive fees payable to our Manager.

As of December 31, 2025 and 2024, we had accrued management fees payable to our Manager of $16.4 million and

$18.5 million, respectively.

General and Administrative Expenses

General and administrative expenses consisted of the following ($ in thousands):

	Year Ended December 31,
	2025	2024	2023
Professional services	$16,005	$15,176	$13,269
Operating and other costs	7,913	6,918	7,219
Subtotal(1)	23,918	22,094	20,488
Non-cash compensation expenses
Restricted class A common stock earned	27,554	30,969	29,975
Director stock-based compensation	708	859	680
Subtotal	28,262	31,828	30,655
Total general and administrative expenses	$52,180	$53,922	$51,143

(1)During the years ended December 31, 2025, 2024 and 2023, we recognized an aggregate $266,000, $743,000 and

$1.2 million, respectively, of expenses related to our Multifamily Joint Venture.

17. INCOME TAXES

We have elected to be taxed as a REIT under the Internal Revenue Code for U.S. federal income tax purposes. We

generally must distribute annually at least 90% of our net taxable income, subject to certain adjustments and excluding any

F-53

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

net capital gain, in order for U.S. federal income tax not to apply to our earnings. To the extent that we satisfy this

distribution requirement, but distribute less than 100% of our net taxable income, we will be subject to U.S. federal income

tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual

amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal

tax laws.

Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Internal

Revenue Code, which relate to organizational structure, diversity of stock ownership, and certain restrictions with regard to

the nature of our assets and the sources of our income. Even if we qualify as a REIT, we may be subject to certain U.S.

federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification

as a REIT for any taxable year, we may be subject to material penalties as well as federal, state, and local income tax on

our taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full

taxable years. As of December 31, 2025 and December 31, 2024, we were in compliance with all REIT requirements.

Securitization transactions could result in the creation of taxable mortgage pools for federal income tax purposes. As a

REIT, so long as we own 100% of the equity interests in a taxable mortgage pool, we generally would not be adversely

affected by the characterization of the securitization as a taxable mortgage pool. Certain categories of stockholders,

however, such as foreign stockholders eligible for treaty or other benefits, stockholders with net operating losses, and

certain tax-exempt stockholders that are subject to unrelated business income tax, or UBTI, could be subject to increased

taxes on a portion of their dividend income from us that is attributable to the taxable mortgage pool. We have not made

UBTI distributions to our common stockholders and do not intend to make such UBTI distributions in the future.

During the years ended December 31, 2025, 2024 and 2023, we recorded a current income tax provision of $3.7 million,

$2.4 million, and $5.4 million, respectively, primarily related to activities of our U.S. and foreign taxable subsidiaries and

various state and local taxes. We did not have any deferred tax assets or liabilities as of December 31, 2025 or

December 31, 2024.

We have net operating losses, or NOLs, generated by our predecessor business that may be carried forward and utilized in

current or future periods. As a result of our issuance of 25,875,000 shares of class A common stock in May 2013, the

availability of our NOLs is generally limited to $2.0 million per annum by change of control provisions promulgated by the

Internal Revenue Service with respect to the ownership of Blackstone Mortgage Trust. As of December 31, 2025, we had

estimated NOLs of $159.0 million that will expire in 2029, unless they are utilized by us prior to expiration. Previously, we

recorded a full valuation allowance against such NOLs as we expected that they would expire unutilized. However,

although uncertain, we may utilize a portion of NOLs prior to expiration. We do not expect the utilization of NOLs to have

a material impact on our consolidated financial statements. We have recorded a full valuation allowance against such NOLs

as it is probable that they will expire unutilized.

As of December 31, 2025, tax years 2021 through 2025 remain subject to examination by taxing authorities.

18. STOCK-BASED INCENTIVE PLANS

We are externally managed by our Manager and do not currently have any employees. However, as of December 31, 2025,

our Manager, certain individuals employed by an affiliate of our Manager, and certain members of our board of directors

were compensated, in part, through our issuance of stock-based instruments.

Under our two current stock incentive plans, a maximum of 10,400,000 shares of our class A common stock may be issued

to our Manager, our directors and officers, and certain employees of affiliates of our Manager. As of December 31, 2025,

there were 5,075,887 shares available under our current stock incentive plans.

F-54

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

The following table details the movement in our outstanding shares of restricted class A common stock and the weighted-

average grant date fair value per share:

	Restricted Class A<br><br>Common Stock	Weighted-Average<br><br>Grant Date Fair<br><br>Value Per Share
Balance as of December 31, 2023	2,180,181	$24.41
Granted	1,324,830	19.88
Vested	(1,259,768)	25.24
Forfeited	(102,484)	24.18
Balance as of December 31, 2024	2,142,759	$21.13
Granted	1,418,494	19.63
Vested	(1,331,028)	21.22
Forfeited	(55,294)	19.33
Balance as of December 31, 2025	2,174,931	$20.14

These shares generally vest in installments over a period of three years, pursuant to the terms of the respective award

agreements and the terms of our current stock incentive plans. The 2,174,931 shares of restricted class A common stock

outstanding as of December 31, 2025 will vest as follows: 1,160,893 shares will vest in 2026; 712,962 shares will vest in

2027; and 301,076 shares will vest in 2028. As of December 31, 2025, total unrecognized compensation cost relating to

unvested share-based compensation arrangements was $42.0 million based on the grant date fair value of shares granted.

This cost is expected to be recognized over a weighted-average period of 1.2 years from December 31, 2025.

19. FAIR VALUES

Assets and Liabilities Measured at Fair Value

The following table summarizes our assets and liabilities measured at fair value on a recurring basis ($ in thousands):

	December 31, 2025				December 31, 2024
	Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total
Assets
Derivatives	$—	$10,492	$—	$10,492	$—	$72,454	$—	$72,454
Liabilities
Derivatives	$—	$26,596	$—	$26,596	$—	$5,238	$—	$5,238

This table excludes $111.0 million of investments in unconsolidated entities that are measured at fair value using net asset

value as a practical expedient and not classified in the fair value hierarchy as December 31, 2025. No assets were measured

at fair value using net asset value as a practical expedient as of December 31, 2024. Refer to Note 5 for further information.

Refer to Note 2 for further discussion regarding fair value measurement.

Fair Value of Financial Instruments

As discussed in Note 2, GAAP requires disclosure of fair value information about financial instruments, whether or not

recognized at fair value in the statement of financial position, for which it is practicable to estimate that value.

F-55

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

The following table details the book value, face amount, and fair value of the financial instruments described in Note 2

($ in thousands):

	December 31, 2025			December 31, 2024
	Book<br><br>Value	Face<br><br>Amount	Fair<br><br>Value	Book<br><br>Value	Face<br><br>Amount	Fair<br><br>Value
Financial assets
Cash and cash equivalents	$452,526	$452,526	$452,526	$323,483	$323,483	$323,483
Loans receivable, net	17,784,694	18,154,768	17,856,303	18,313,582	19,203,126	18,288,958
Financial liabilities
Secured debt, net	10,117,292	10,125,839	10,029,890	9,696,334	9,705,529	9,590,400
Other secured debt(1)	39,475	39,475	39,475	—	—	—
Securitized debt obligations, net	2,139,719	2,149,496	2,132,667	1,936,956	1,936,967	1,838,089
Asset-specific debt, net	997,746	999,810	996,308	1,224,841	1,228,110	1,218,639
Loan participations sold, net	—	—	—	100,064	100,064	99,822
Secured term loans, net	1,808,000	1,847,726	1,850,327	1,732,073	1,764,437	1,765,668
Senior secured notes, net	784,876	785,316	810,608	771,035	785,316	780,931
Convertible notes, net	264,745	266,157	264,286	263,616	266,157	257,707

(1)Included within other liabilities on our consolidated balance sheets. See Note 6 for further information.

Estimates of fair value for cash and cash equivalents and convertible notes are measured using observable, quoted market

prices, or Level 1 inputs. Estimates of fair value for securitized debt obligations, the Term Loans, and the Senior Secured

Notes are measured using observable, quoted market prices, in inactive markets, or Level 2 inputs. All other fair value

significant estimates are measured using unobservable inputs, or Level 3 inputs. See Note 2 for further discussion regarding

fair value measurement of certain of our assets and liabilities.

20. VARIABLE INTEREST ENTITIES

We have financed a portion of our loans through the CLOs and the European Loan Securitization, all of which are VIEs.

We are the primary beneficiary of, and therefore consolidate, the CLOs and the European Loan Securitization on our

balance sheet as we (i) control the relevant interests of the CLOs and the European Loan Securitization that give us power

to direct the activities that most significantly affect the CLOs and the European Loan Securitization, and (ii) have the right

to receive benefits and obligation to absorb losses of the CLOs and the European Loan Securitization through the

subordinate interests we own.

During the year ended December 31, 2025, we modified three loans that included, among other changes, control over

decision making at the respective properties. Similarly, during 2024, we modified two other loans that included, among

other changes, an equity interest in and/or control over decision-making at the property. As a result of these modifications,

our investments in these loans are VIEs. As of December 31, 2025, we are the primary beneficiary of, and therefore

consolidated the assets of these VIEs on our balance sheet as we (i) have the power to direct the activities that most

significantly affect the property, and (ii) have the right to receive excess sale proceeds upon exit.

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Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

The following table details the assets and liabilities of our consolidated VIEs ($ in thousands):

	December 31, 2025	December 31, 2024
Assets
Cash and cash equivalents	$58,663	$9,145
Loans receivable	2,422,505	2,338,201
Current expected credit loss reserve	(23,609)	(202,400)
Loans receivable, net	2,398,896	2,135,801
Owned real estate, net	603,130	177,322
Other assets	196,840	126,518
Total assets	$3,257,529	$2,448,786
Liabilities
Securitized debt obligations, net	$2,139,719	$1,936,956
Other liabilities	47,645	13,277
Total liabilities	$2,187,364	$1,950,233

Assets held by these VIEs are restricted and can be used only to settle obligations of the VIEs, including the subordinate

interests of the securitized debt obligations owned by us. The liabilities of these VIEs are non-recourse to us and can only

be satisfied from the assets of the VIEs. The consolidation of these VIEs results in an increase in our gross assets,

liabilities, revenues and expenses; however, it does not affect our stockholders’ equity or net income. We are not obligated

to provide, have not provided, and do not intend to provide material financial support to these consolidated VIEs.

21. TRANSACTIONS WITH RELATED PARTIES

Our Manager

We are managed by our Manager pursuant to the Management Agreement. The current term of the Management

Agreement expires on December 19, 2026, and it will be automatically renewed for a one-year term upon such date and

each anniversary thereafter unless earlier terminated.

As of December 31, 2025 and December 31, 2024, our consolidated balance sheets included $16.4 million and

$18.5 million, respectively, of accrued management fees payable to our Manager. During the year ended December 31,

2025, we paid management fees of $69.7 million to our Manager. During the years ended December 31, 2024 and 2023, we

paid aggregate management and incentive fees of $82.6 million and $126.6 million, respectively, to our Manager. In

addition, during the years ended December 31, 2025, 2024 and 2023, we incurred expenses of $1.8 million, $1.6 million,

and $3.4 million, respectively, that were paid by our Manager and have been or will be reimbursed by us.

As of December 31, 2025, our Manager held 1,345,816 shares of unvested restricted class A common stock, which had an

aggregate grant date fair value of $27.5 million. These shares vest in installments over three years from the date of

issuance. During the years ended December 31, 2025, 2024 and 2023, we recorded non-cash expenses related to shares

held by our Manager of $13.6 million, $16.6 million and $14.6 million, respectively. Refer to Note 18 for further details on

our restricted class A common stock.

As of December 31, 2025, our Manager, its affiliates (including Blackstone and Blackstone-advised investment vehicles),

Blackstone employees, and our directors held an aggregate 13,486,205 shares, or 8.0%, of our class A common stock, of

which 8,916,412 shares, or 5.3%, were held by Blackstone and its subsidiaries. Additionally, our directors held 340,029 of

deferred stock units as of December 31, 2025. Certain of the parties listed above have in the past purchased or sold shares

of our class A common stock in open market transactions, and such parties may in the future purchase or sell additional

shares of our class A common stock and/or engage in derivatives transactions related to our class A common stock. Any

such transactions would be made in the sole discretion of the relevant party based on market conditions and other

considerations relevant to such parties.

F-57

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

Affiliate Services

We have engaged certain portfolio companies owned by Blackstone-advised investment vehicles to provide, as applicable,

management, corporate support, and transaction support services. The following table details the costs incurred for these

services ($ in thousands):

		Year Ended December 31,
	Primary Asset Class	2025	2024	2023
Perform Properties, LLC(1)	Office	$4,167	$796	$—
Brio Real Estate Services, LLC, Brio Real Estate<br><br>(UK) Ltd., and Brio Real Estate (AUS) Pty Ltd.	n/a	3,970	—	—
BRE Hotels & Resorts, LLC	Hospitality	1,325	—	—
Revantage Corporate Services, LLC and<br><br>Revantage Global Services Europe S.à r.l.	n/a	920	1,270	$658
LendingOne, LLC(2)	Multifamily	439	—	—
LivCor, LLC	Multifamily	397	59	—
Total		$11,218	$2,125	$658

(1)Successor entity to EQ Management, LLC that provides the same services.

(2)Provides loan origination services related to certain of our investments.

F-58

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

We have engaged other affiliates of our Manager to provide various services. The following table details the costs incurred

for these services ($ in thousands):

	Year Ended December 31,
	2025	2024	2023
Gryphon Mutual Property Americas IC(1)	$2,526	$320	$—
Blackstone Securities Partners L.P.(2)	459	515	—
Lexington National Land Services(3)	216	67	—
BTIG, LLC(4)	—	124	1
Blackstone internal audit services	—	95	95
Total	$3,201	$1,121	$96

(1)In the first quarter of 2024, in order to provide insurance for our owned real estate assets, we became a member of

Gryphon Mutual Property Americas IC, or Gryphon, a captive insurance company owned by us and other

Blackstone-advised investment vehicles. A Blackstone affiliate provides oversight and advisory services to Gryphon

and receives fees based on a percentage of premiums paid for such policies. The fees and expenses of Gryphon,

including insurance premiums and fees paid to its manager, are paid annually and borne by us and the other

Blackstone-advised investment vehicles that are members of Gryphon pro rata based on insurance premiums paid

for each party’s respective properties. During the years ended December 31, 2025 and 2024, we paid $1.6 million

and $660,000, respectively, to Gryphon for insurance costs, inclusive of premiums, capital surplus contributions,

taxes, and our pro rata share of other expenses. Of these amounts, $90,000 and $13,000, respectively, was

attributable to the fee paid to a Blackstone affiliate to provide oversight and management services to Gryphon. The

amounts included in the table above reflect the amortization of the insurance expense over the relevant periods of the

respective policies.

(2)During the year ended December 31, 2025, Blackstone Securities Partners L.P., or BSP, an affiliate of our Manager,

was engaged as a member of the syndicate for our B-6 Term Loan, B-7 Term Loan, and B-8 Term Loan. During the

year ended December 31, 2024, BSP was engaged as a member of the syndicate for our B-5 Term Loan and 2024

Senior Secured Notes. These engagements were on terms equivalent to those of unaffiliated third parties. BSP was

not engaged for any such transactions during the year ended December 31, 2023.

(3)Lexington National Land Services, or LNLS, a title agent company owned by Blackstone, acts as an agent for one or

more underwriters in issuing title policies and/or providing support services in connection with investments made by

us, Blackstone and their affiliates and related parties, and third parties. LNLS focuses on transactions in rate-

regulated states where the cost of title insurance is non-negotiable. LNLS will not perform services in non-regulated

states for us, unless (i) in the context of a portfolio transaction that includes properties in rate-regulated states, (ii) as

part of a syndicate of title insurance companies where the rate is negotiated by other insurers or their agents, (iii)

when a third party is paying all or a material portion of the premium or (iv) when providing only support services to

the underwriter. LNLS earns fees, which would have otherwise been paid to third parties, by providing title agency

services and facilitating placement of title insurance with underwriters. Blackstone receives distributions from LNLS

in connection with investments made by us based on its equity interest in LNLS. In each case, there will be no

related expense offset to us.

(4)Affiliates of our Manager own an interest in the controlling entity of BTIG, LLC, or BTIG. BTIG has been engaged

as a broker for repurchases of our Senior Secured Notes and Convertible Notes. During the year ended

December 31, 2025, there was no repurchase activity. During the year ended December 31, 2024, we repurchased

$30.8 million and $33.8 million of our Senior Secured Notes and Convertible Notes, respectively, utilizing BTIG as

a broker. During the year ended December 31, 2023, we repurchased $500,000 of our Senior Secured Notes utilizing

BTIG as a broker. Additionally, we have engaged BTIG as a sales agent to sell shares of our class A common stock

under one of our ATM Agreements. During the years ended December 31, 2025, 2024, and 2023, we did not sell

any shares under our ATM Agreements. Our engagements of BTIG are on terms equivalent to those of unaffiliated

third parties under similar arrangements.

CT Investment Management Co., LLC, or CTIMCO, serves as the special servicer of all of our CLOs, and the Manager

serves as the collateral manager and benchmark agent for our FL5 CLO issued in the first quarter of 2025. As of

December 31, 2025, one of our assets was in special servicing under a CLO. CTIMCO and our Manager have waived any

fees that would be payable to a third party serving in such roles pursuant to the applicable agreements, and no such fees

have been paid or will become payable to CTIMCO or our Manager.

F-59

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

Other Transactions

During the year ended December 31, 2025, we invested $1.7 billion in ten senior loans and $122.1 million in four

mezzanine loans to unaffiliated third parties in which Blackstone-advised investment vehicles also invested at the same

level of the capital structure on a pari passu basis.

In the fourth quarter of 2025, Blackstone-advised investment vehicles acquired an aggregate $63.0 million participation in

our $700.0 million B-8 Term Loan. In the third quarter of 2025, Blackstone-advised investment vehicles acquired an

aggregate $33.0 million participation in our $453.1 million B-7 Term Loan. In the second quarter of 2025, Blackstone-

advised investment vehicles acquired an aggregate $83.9 million participation in our $1.0 billion B-6 Term Loan. In the

fourth quarter of 2024, Blackstone-advised investment vehicles acquired (i) an aggregate $62.5 million participation in our

$650.0 million B-5 Term Loan, and (ii) an aggregate $80.0 million of our $450.0 million December 2024 Senior Secured

Notes. All of these transactions were part of broad syndications led by third-party banks, and were on terms equivalent to

those of unaffiliated third parties. BSP, an affiliate of our Manager, was engaged as a member of the syndicate for these

transactions. Our engagements of BSP are on terms equivalent to those of unaffiliated parties. See “—Affiliate Services”

for further information.

In the first quarter of 2025, as part of a broad syndication led by third-party banks, Blackstone-advised investment vehicles

acquired an aggregate $75.0 million of notes in our $1.0 billion FL5 CLO offering. All of these transactions were on terms

equivalent to those of unaffiliated third parties.

In the fourth quarter of 2025, we made a $75.0 million capital commitment at the initial closing of a fund managed by

Blackstone Real Estate Debt Strategies, or BREDS, the BREDS-advised private fund, formed to invest in Core+ real estate

debt investments in the U.S. and Canada. Blackstone affiliates, including us, do not pay management fees or carried

interest with respect to their investments in the BREDS-advised private fund. Our capital commitment represented a

minority of the total capital commitments the BREDS-advised private fund had received as of December 31, 2025. As of

December 31, 2025, the BREDS-advised private fund had not called any capital or made any investments. To fund its

future investments, the BREDS-advised private fund will draw down on capital commitments made by its investors,

including us, on a pro rata basis.

In the second quarter of 2025, we entered into our Bank Loan Portfolio Joint Venture with a Blackstone-advised

investment vehicle that concurrently acquired a $1.4 billion portfolio of performing commercial mortgage loans in which

we made an equity investment of $57.6 million and our ownership interest was 29%. In the third quarter of 2025, our Bank

Loan Portfolio Joint Venture acquired a $606.0 million portfolio of performing commercial mortgage loans in which we

made an equity investment of $44.7 million and our ownership interest was 50%. In the fourth quarter of 2024, we entered

into our Net Lease Joint Venture with a Blackstone-advised investment vehicle to invest in triple net lease properties.

We do not consolidate our Bank Loan Portfolio Joint Venture, our Net Lease Joint Venture, or the BREDS-advised private

fund as we do not have a controlling financial interest. As of December 31, 2025, the aggregate value of our equity

investment in our Bank Loan Portfolio Joint Venture was $111.0 million and our ownership interest was 35%, and the

aggregate value of our equity investment in our Net Lease Joint Venture was $106.5 million and our ownership interest

was 75%. As of December 31, 2025, we had not made an equity investment in the BREDS-advised private fund. We, these

joint ventures, these Blackstone-advised investment vehicles, and other Blackstone affiliates have engaged and may in the

future engage in certain investment, financing, derivative and/or hedging arrangements related to these unconsolidated

entities.

During the year ended December 31, 2025, three of our senior loans to borrowers controlled by a Blackstone-advised

investment vehicle were modified. The terms of these modifications (including maturity extensions and additional

commitments, among other changes) were negotiated by our third-party co-lenders. We continue to forgo all non-economic

rights under the loans, including voting rights, so long as the Blackstone-advised investment vehicle controls the applicable

borrower.

F-60

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

During the year ended December 31, 2025, proceeds from five of our loans were used by the unaffiliated third-party

borrowers to repay $899.1 million of performing loans held by Blackstone-advised investment vehicles, and proceeds from

financing provided by Blackstone-advised investment vehicles were used by the unaffiliated third-party borrower to repay

$148.8 million of a performing loan of ours. During the year ended December 31, 2024, proceeds from a loan held by a

Blackstone-advised investment vehicle were used by the unaffiliated third-party borrower to repay $98.6 million of a

performing loan of ours, and proceeds from the sale of assets to a Blackstone-advised investment vehicle were used by the

unaffiliated third-party borrower to repay $59.0 million of a performing loan of ours to the borrower. These transactions

were initiated by the applicable unaffiliated third-party borrowers with the transaction terms and pricing on market terms.

In the fourth quarter of 2024, pursuant to our Agency Multifamily Lending Partnership, we referred three loans to MTRCC

for origination, where the borrower was a Blackstone-advised investment vehicle. The loan terms and pricing were on

market terms negotiated by MTRCC. Pursuant to our Agency Multifamily Lending Partnership, we received $217,000 of

origination, servicing, and other fees for referring these loans during the fourth quarter of 2024.

In the fourth quarter of 2024, in connection with the modification of one of our senior loans, a Blackstone-advised

investment vehicle purchased a pari passu participation in the loan from a third party at a discount to par.

In the fourth quarter of 2024, the senior lenders negotiated a discounted payoff of a senior loan in which we held an

interest. As part of the discounted payoff, a Blackstone-advised investment vehicle’s mezzanine loan, which had been part

of the total financing, received a small repayment.

In the third quarter of 2024, we acquired $94.4 million of a total $560.0 million senior loan to an unaffiliated third party.

One Blackstone-advised investment vehicle holds a portion of the senior loan and another holds a mezzanine loan. We will

forgo all non-economic rights under our loan, including voting rights, so long as any Blackstone-advised investment

vehicle controls the mezzanine loan. The intercreditor agreement between the senior loan lender and the mezzanine lender

was negotiated on market terms by a third party without our involvement, and our 17% interest in the senior loan was made

on such market terms.

In 2019 and 2021, we acquired an aggregate participation of €350.0 million in a senior loan to a borrower that is partially

owned by a Blackstone-advised investment vehicle. We forgo all non-economic rights under the loan, including voting

rights, so long as the Blackstone-advised investment vehicle controls the borrower. The loan was negotiated by third parties

on market terms without our involvement, and our interest in the senior loan was subject to such market terms. In the third

quarter of 2024, the borrower completed a refinancing transaction involving new lenders and the existing lenders. We

elected to sell €232.0 million of our then-remaining €347.0 million loan position to the new lenders at par and extend the

remainder on modified terms. The terms of the modification (which included, among other changes, an extension of the

maturity date, and increase in the interest rate, and additional guarantees) were negotiated by our third-party co-lender.

In the fourth quarter of 2018, we originated £148.7 million of a total £303.5 million senior loan to a borrower that is wholly

owned by a Blackstone-advised investment vehicle. The loan terms were negotiated by our third-party co-lender, and we

will forgo all non-economic rights under the loan, including voting rights, so long as a Blackstone-advised investment

vehicle controls the borrower. In the third quarter of 2024, we agreed to a refinancing transaction pursuant to which

£46.4 million of our £148.7 million participation in an existing £303.5 million loan to a borrower that is wholly owned by a

Blackstone-advised investment vehicle was repaid, and we received a £100.0 million participation in a new loan made to

the same borrower that continues to be controlled by a Blackstone-advised investment vehicle, and the terms of the loan

were modified to include, among other changes, an expanded collateral pool, an extension of the maturity date and an

increase in the interest rate. The transaction, including the terms of the modification, was negotiated by our third-party co-

lender.

22. COMMITMENTS AND CONTINGENCIES

Unfunded Commitments Under Loans Receivable

As of December 31, 2025, we had aggregate unfunded commitments of $1.2 billion across 53 loans receivable, and

$754.8 million of committed or identified financings for those commitments, resulting in net unfunded commitments of

$430.2 million. The unfunded loan commitments comprise funding for capital expenditures and construction, leasing costs,

and interest and carry costs. Loan funding commitments are generally subject to certain conditions, including, without

limitation, the progress of capital projects, leasing, and cash flows at the properties securing our loans. Therefore, the exact

timing and amounts of such future loan fundings are uncertain and will depend on the current and future performance of

F-61

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

the underlying collateral assets. We expect to fund our loan commitments over the remaining term of the related loans,

which have a weighted-average future funding period of 2.0 years.

Principal Debt Repayments

Our contractual principal debt repayments as of December 31, 2025 were as follows ($ in thousands):

Year	Secured<br><br>Debt(1)	Asset-Specific<br><br>Debt(1)	Term<br><br>Loans(2)	Senior Secured<br><br>Notes	Convertible<br><br>Notes(3)	Total(4)
2026	$1,850,706	$—	$11,531	$—	$—	$1,862,237
2027	3,265,125	413,175	11,531	335,316	266,157	4,291,304
2028	1,574,127	—	11,531	—	—	1,585,658
2029	1,032,526	421,322	445,379	450,000	—	2,349,227
2030	2,367,755	165,313	702,754	—	—	3,235,822
Thereafter	35,600	—	665,000	—	—	700,600
Total obligation	$10,125,839	$999,810	$1,847,726	$785,316	$266,157	$14,024,848

(1)Our secured debt and asset-specific debt agreements are generally term-matched to their underlying collateral.

Therefore, the allocation of payments under such agreements is generally allocated based on the maximum maturity

date of the collateral loans, assuming all extension options are exercised by the borrower. In limited instances, the

maturity date of the respective debt agreement is used.

(2)The Term Loans are partially amortizing, with an amount equal to 1.0% per annum of the initial principal balance

due in quarterly installments. Refer to Note 11 for further details on our Term Loans.

(3)Reflects the outstanding principal balance of Convertible Notes, excluding any potential conversion premium. Refer

to Note 13 for further details on our Convertible Notes.

(4)Total does not include $2.1 billion of consolidated securitized debt obligations, as the satisfaction of these liabilities

will not require cash outlays from us.

Board of Directors’ Compensation

As of December 31, 2025, our seven non-employee directors are entitled to annual compensation of $210,000 each, of

which $95,000 is paid in cash and $115,000 is paid in the form of deferred stock units or, at their election, shares of

restricted common stock. As of December 31, 2025, the other two board members are employees of affiliates of our

Manager who also serve as executive officers and they are not compensated by us for their service as directors. In addition,

(i) the lead independent director receives additional annual cash compensation of $30,000, (ii) the chairs of our audit,

compensation, and corporate governance committees receive additional annual cash compensation of $20,000, $15,000,

and $10,000, respectively, and (iii) the members of our audit and investment risk management committees receive

additional annual cash compensation of $10,000 and $7,500, respectively.

Litigation

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of

December 31, 2025, we were not involved in any material legal proceedings.

23. SEGMENT REPORTING

Operating segments are defined as components of a business that can earn revenues and incur expenses for which discrete

financial information is available that is evaluated on a regular basis by the chief operating decision maker, or CODM. Our

CODM is, collectively, our Chief Executive Officer and Chief Financial Officer, who decide how to allocate resources and

assess performance. A single management team reports to the CODM, who manages the entire business.

We have determined that we have one reportable segment based on how the CODM reviews and manages the business,

which originates and acquires commercial mortgage loans and related investments.

Our CODM reviews, among other things, consolidated net income (loss) that is reported on the Consolidated Statements of

Operations to make decisions, allocate resources and assess performance and does not evaluate the net income (loss) from

F-62

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued)

any separate geography or product line. The measure of segment assets is reported on the Consolidated Balance Sheets as

total consolidated assets.

S-1

Blackstone Mortgage Trust, Inc.

Schedule IV – Mortgage Loans on Real Estate

As of December 31, 2025

(in thousands)

Type of Loan/<br><br>Borrower	Description /<br><br>Location	Interest Payment<br><br>Rates(1)	Maximum<br><br>Maturity<br><br>Date(2)	Periodic<br><br>Payment<br><br>Terms(3)	Prior<br><br>Liens(4)	Face Amount<br><br>of Loans	Carrying Amount of Loans(5)
Senior Mortgage Loans(7)
Senior loans in excess of 3% of the carrying amount of total loans
Borrower A	Mixed-Use /<br><br>Dublin, IE	+ 3.20%	2027	I/O	$—	$957,290	955,767
Borrower B	Hospitality /<br><br>Australia	+ 4.75%	2030	P/I	—	882,838	877,908
Senior loans less than 3% of the carrying amount of total loans
Senior Mortgage<br><br>Loans	Multifamily /<br><br>Diversified	+1.81% – 4.75%<br><br>Fixed 5.74%	2026 – 2031	I/O<br><br>& P/I	—	4,327,983	4,312,692
Senior Mortgage<br><br>Loans	Industrial /<br><br>Diversified	+2.40% – 5.00%	2026 – 2030	I/O<br><br>& P/I	—	3,815,182	3,793,175
Senior Mortgage<br><br>Loans	Office /<br><br>Diversified	-1.30% – 4.10%<br><br>Fixed 4.00% -<br><br>6.00%	2026 – 2030	I/O<br><br>& P/I	—	3,386,482	3,377,816
Senior Mortgage<br><br>Loans	Mixed-Use /<br><br>Diversified	+2.76% – 4.60%	2026 – 2030	I/O	—	1,818,395	1,810,916
Senior Mortgage<br><br>Loans	Hospitality /<br><br>Diversified	+2.75% – 4.95%	2025 – 2030	I/O<br><br>& P/I	—	928,161	927,089
Senior Mortgage<br><br>Loans	Self-Storage /<br><br>Diversified	+3.10% – 3.50%	2026 – 2030	I/O	—	660,229	659,515
Senior Mortgage<br><br>Loans	Retail /<br><br>Diversified	+2.75% – 3.35%	2026 – 2030	I/O	—	475,229	473,143
Senior Mortgage<br><br>Loan	Other /<br><br>Diversified,<br><br>UK	+5.19%	2028	I/O	—	293,805	293,501
Senior Mortgage<br><br>Loans	Life Sciences/<br><br>Studio /<br><br>Diversified	+3.75%<br><br>Fixed 3.25%	2026 – 2030	I/O	—	227,128	227,105
					—	15,932,594	15,874,952
Total senior mortgage loans					$—	$17,772,722	17,708,627
Subordinate Loans(8)
Subordinate loans less than 3% of the carrying amount of total loans
Subordinate<br><br>loans	Various /<br><br>Diversified	+2.50% – 9.50%<br><br>Fixed 10.00%	2026 – 2034	I/O	1,489,264	382,048	360,507
Total subordinate loans					$1,489,264	$382,048	360,507
Total loans					$1,489,264	$18,154,768	18,069,134
CECL reserve(8)							(284,440)
Total loans, net							17,784,694

All values are in US Dollars.

(1)The interest payment rates are expressed as a spread over the relevant floating benchmark rates, which include

SOFR

, SONIA,

EURIBOR, CORRA, and other indices, as applicable to each loan. Excludes loans accounted for under the cost-recovery and

nonaccrual methods, if any.

(2)Maximum maturity date assumes all extension options are exercised.

(3)I/O = interest only, P/I = principal and interest.

(4)Represents only third-party liens.

(5)The tax basis of the loans included above is $18.0 billion as of December 31, 2025.

(6)This loan is risk rated “5” with an asset-specific CECL reserve of $39.0 million.

(7)Includes senior mortgages and similar credit quality loans, including related contiguous subordinate loans, and pari passu

participations in senior mortgage loans.

(8)Includes loans in which we have previously originated a whole loan and sold a senior mortgage interest to a third party, resulting in

these subordinate interests in mortgages and mezzanine loans.

(9)As of December 31, 2025, we had a total loans receivable CECL reserve of $284.4 million, of which $87.3 million is specifically

related to six of our loans receivable with an aggregate amortized cost basis of $174.6 million as of December 31, 2025. Refer to Note

3 for further information on our CECL reserves.

S-2

Blackstone Mortgage Trust, Inc.

Notes to Schedule IV

As of December 31, 2025

(in thousands)

1.Reconciliation of Mortgage Loans on Real Estate:

The following table reconciles mortgage loans on real estate for the years ended:

	2025	2024	2023
Balance at January 1,	$19,047,518	$23,787,012	$25,017,880
Additions during period:
Loan fundings	5,617,406	1,356,208	1,344,130
Payment-in-kind interest, net of interest received	19,535	16,660	2,865
Amortization of fees and other items	59,421	64,133	78,428
Deductions during period:
Loan repayments, sales, and cost-recovery proceeds	(6,133,361)	(4,751,286)	(2,924,401)
Charge-offs	(556,116)	(384,603)	—
Transfer to owned real estate	(565,110)	(590,937)	—
Transfer to other assets, net	(90,197)	(70,248)	—
Unrealized gain (loss) on foreign currency translation	741,766	(347,728)	286,102
Deferred fees and other items	(71,728)	(31,693)	(17,992)
Balance at December 31,	$18,069,134	$19,047,518	$23,787,012
CECL reserve	(284,440)	(733,936)	(576,936)
Net balance at December 31,	$17,784,694	$18,313,582	$23,210,076

Exhibit 10.50 4Q25 EXECUTION VERSION

AMENDMENT NO. 21 TO AMENDED AND RESTATED MASTER REPURCHASE

AND SECURITIES CONTRACT, AMENDMENT NO. 5 TO FEE AND PRICING

LETTER AND AMENDMENT NO. 2 TO GUARANTEE AGREEMENT

AMENDMENT NO. 21 TO AMENDED AND RESTATED MASTER

REPURCHASE AND SECURITIES CONTRACT, AMENDMENT NO. 5 TO FEE AND

PRICING LETTER AND AMENDMENT NO. 2 TO GUARANTEE AGREEMENT, dated as

of December 19, 2025 (this “Amendment”), by and among PARLEX 5 FINCO, LLC, a

Delaware limited liability company (“Seller”), BLACKSTONE MORTGAGE TRUST, INC.,

a Maryland corporation (“Guarantor”), WELLS FARGO BANK, NATIONAL

ASSOCIATION, a national banking association (“Buyer”), and 42-16 PARTNERS, LLC, a

Delaware limited liability company (“Pledgor”).  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 Amended and Restated

Master Repurchase and Securities Contract, dated as of April 4, 2014 (as amended by that certain

Amendment No. 1 to Amended and Restated Master Repurchase and Securities Contract, dated

as of October 23, 2014, as further amended by that certain Amendment No. 2 to Amended and

Restated Master Repurchase and Securities Contract, dated as of March 13, 2015, as further

amended by that certain Amendment No. 3 to Amended and Restated Master Repurchase and

Securities Contract, dated as of April 14, 2015, as further amended by that certain Amendment

No. 4 to Amended and Restated Master Repurchase and Securities Contract, dated as of March

11, 2016, as further amended by that certain Amendment No. 5 to Amended and Restated Master

Repurchase and Securities Contract, dated as of June 30, 2016, as further amended by that

certain Amendment No. 6 to Amended and Restated Master Repurchase and Securities Contract,

dated as of March 13, 2017, as further amended by that certain Amendment No. 7 to Amended

and Restated Master Repurchase and Securities Contract, dated as of March 31, 2017, as further

amended by that certain Amendment No. 8 to Amended and Restated Master Repurchase and

Securities Contract, dated as of March 13, 2018, as further amended by that certain Amendment

No. 9 to Amended and Restated Master Repurchase and Securities Contract, dated as of

December 21, 2018, as further amended by that certain Amendment No. 10 to Amended and

Restated Master Repurchase and Securities Contract, dated as of November 13, 2019, as further

amended by that certain Amendment No. 11 to Amended and Restated Master Repurchase and

Securities Contract, dated as of December 23, 2019, as further amended by that certain

Amendment No. 12 to Amended and Restated Master Repurchase and Securities Contract, dated

as of March 13, 2020, as further amended by that certain Amendment No. 13 to Amended and

Restated Master Repurchase and Securities Contract, dated as of March 12, 2021, as further

amended by that certain Amendment No. 14 to Amended and Restated Master Repurchase and

Securities Contract, dated as of March 11, 2022, as further amended by that certain Amendment

No. 15 to Amended and Restated Master Repurchase and Securities Contract, dated as of June

29, 2022, as further amended by that certain Amendment No. 16 to Amended and Restated

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Master Repurchase and Securities Contract, dated as of March 13, 2023, as further amended by

that certain Amendment No. 17 to Amended and Restated Master Repurchase and Securities

Contract, dated as of March 13, 2024, as further amended by that certain Amendment No. 18 to

Amended and Restated Master Repurchase and Securities Contract, dated as of March 13, 2025

(“Amendment No. 18”), as further amended by that certain Amendment No. 19 to Amended and

Restated Master Repurchase and Securities Contract, dated as of April 17, 2025 (“Amendment

No. 19”), as further amended by that certain Amendment No. 20 to Amended and Restated

Master Repurchase and Securities Contract, dated as of May 29, 2025 (“Amendment No. 20”), as

amended hereby and as further amended, restated, supplemented or otherwise modified and in

effect from time to time, the “Repurchase Agreement”);

WHEREAS, Seller and Buyer are parties to that certain Fee and Pricing Letter,

dated as of March 13, 2014 (as amended by Amendment No. 1 to Fee and Pricing Letter, dated

as of October 23, 2014, as further amended by that certain Amendment No. 2 to Fee and Pricing

Letter, dated as of December 21, 2018, as further amended by that certain Amendment No. 3 to

Fee and Pricing Letter, dated as of March 12, 2021, as amended by that certain Amendment No.

4 to Fee and Pricing, dated as of March 11, 2022, as further amended hereby and as further

amended, restated, supplemented or otherwise modified and in effect from time to time, the “Fee

Letter”);

WHEREAS, in connection with the Repurchase Agreement, Guarantor entered

into that certain Guarantee Agreement in favor of Buyer, dated as of March 13, 2014 (as

amended by Amendment No. 1 to Guarantee Agreement, dated as of July 17, 2024, and as

further amended, restated, supplemented or otherwise modified and in effect from time to time,

the “Guarantee”);

WHEREAS, Seller and Trimont LLC entered into that certain Servicer Notice and

Irrevocable Instruction Letter, dated as of May 28, 2025 (as amended, restated, supplemented or

otherwise modified and in effect from time to time, the “Servicer Notice”), thereby amending the

Trimont Servicing Agreement as it relates to the Purchased Assets;

WHEREAS, Seller, Buyer, and PNC Bank, National Association entered into that

certain Cash Management Agreement, dated as of May 28, 2025 (as amended, restated,

supplemented or otherwise modified and in effect from time to time, the “Cash Management

Agreement”);

WHEREAS, Seller and Buyer delivered a Termination Notice to Midland Loan

Services and PNC Bank, National Association, on May 28, 2025 (the “Termination Notice”),

thereby terminating the Midland Servicing Agreement and the Controlled Account Agreement;

WHEREAS, (i) Seller has requested, and Buyer has agreed, to amend the

Repurchase Agreement and Fee Letter as set forth in this Amendment, and (ii) Guarantor has

requested and Buyer has agreed, to amend the Guarantee as set forth in this Amendment and to

make the acknowledgements set forth herein.

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Therefore, in consideration of the premises and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Guarantor

and Buyer hereby agree as follows:

Section 1.Amendments to Repurchase Agreement. The Repurchase

Agreement is hereby amended to delete the red, stricken text (indicated textually in the same

manner as the following example: stricken text) and to add the blue, double underlined text

(indicated in the same manner as the following example: underlined text) as attached hereto on

Exhibit A.  The Exhibits, Schedules and Annexes to the Repurchase Agreement (other than as set

forth in this Amendment) shall not be modified by this Amendment and shall remain Exhibits,

Schedules and Annexes to the Repurchase Agreement.

Section 2.Amendments to Fee Letter. The Fee Letter is hereby amended to

delete the red, stricken text (indicated textually in the same manner as the following example:

stricken text) and to add the blue, double underlined text (indicated in the same manner as the

following example: underlined text) as attached hereto on Exhibit B.  The Schedules to the Fee

Letter (other than as set forth in this Amendment) shall not be modified by this Amendment and

shall remain Schedules to the Fee Letter.

Section 3.Amendment to Guarantee. Section 9(b) of the Guarantee is hereby

amended and restated in its entirety as follows:

“b. Minimum Tangible Net Worth. Guarantor’s Tangible Net Worth shall not

fall below the result of (i) Three Billion and 00/100 Dollars ($3,000,000,000) plus

(ii) seventy-five (75%) of the net cash proceeds of any equity issuance by

Guarantor that occurs on or after September 30, 2025, minus (iii) the amount paid

to repurchase common shares of the Guarantor repurchased by the Guarantor on

or after September 30, 2025.”

Section 4.(a) Conditions Precedent.  This Amendment and its provisions

shall become effective on the date first set forth above (the “Amendment Effective Date”), which

is the date that (i) this Amendment was executed and delivered by a duly authorized officer of

each of Seller, Buyer, Pledgor and Guarantor, (ii) Seller delivers to Buyer a secretary certificate

and new opinions or bring down letters affirming the opinions as to corporate, enforceability,

security interest and perfection matters provided to Buyer on the Closing Date, each in form and

substance acceptable to Buyer and its counsel, and (iii) Seller shall deliver or cause to be

delivered from Seller’s outside counsel, in form and substance acceptable to Buyer and its

counsel (each acting reasonably), a bring down opinion with respect to the previously delivered

opinion addressing the applicability of Bankruptcy Code safe harbors.

(b)Conditions Subsequent.  On or before December 31, 2025, Seller and

Guarantor shall provide Buyer with new opinions or bring down letters affirming the opinions as

to corporate matters of Guarantor provided to Buyer on the Closing Date, in form and substance

reasonably acceptable to Buyer and its counsel.  The failure of Seller and Guarantor to do so on a

timely basis shall, upon written notice to Seller from Buyer, constitute an immediate Event of

Default under the Repurchase Agreement.

-4-

Section 5.Representations, Warranties and Covenants.  Seller and Guarantor

each hereby represents and warrants to Buyer, as of the Amendment Effective Date, that (i) it is

in full compliance with all of the terms and provisions and its undertakings and obligations set

forth in the Repurchase Agreement or Guaranty, as applicable, and each other Repurchase

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.  Seller and Guarantor each hereby confirms and

reaffirms its representations, warranties and covenants contained in each Repurchase Document

to which it is a party.

Section 6.Acknowledgments of Guarantor and Pledgor.

(a)Guarantor hereby acknowledges (i) the execution and delivery of this

Amendment and agrees that it continues to be bound by the Guarantee, as amended by this

Amendment, but otherwise notwithstanding the execution and delivery of this Amendment and

the impact of the changes set forth herein, (ii) that, as of the date hereof Buyer is in compliance

with its undertakings and obligations under the Repurchase Agreement, the Guarantee and each

of the other Repurchase Documents, and (iii) reaffirms its obligations under the Guarantee.

(b)Pledgor hereby acknowledges (i) the execution and delivery of this

Amendment, (ii) agrees that it continues to be bound by the Pledge and Security Agreement,

notwithstanding the execution and delivery of this Amendment and the impact of the changes set

forth herein, and (iii) reaffirms its obligations under the Pledge and Security Agreement.

Section 7.Limited Effect.  Except as expressly amended and modified by this

Amendment, the Repurchase Agreement and each of the other Repurchase Documents shall

continue to be, and shall remain, in full force and effect in accordance with their respective

terms; provided, however, that upon the Amendment Effective Date, each (i) reference therein

and herein to the “Repurchase Documents” shall be deemed to include, in any event, this

Amendment, (ii) each reference to the “Repurchase Agreement” in any of the Repurchase

Documents shall be deemed to be a reference to the Repurchase Agreement, as amended hereby,

(iii) each reference in the Repurchase Agreement to “this Agreement”, this “Repurchase

Agreement”, this “Amended and Restated Repurchase Agreement”, “hereof”, “herein” or words

of similar effect in referring to the Repurchase Agreement shall be deemed to be references to

the Repurchase Agreement, as amended by this Amendment, (iv) each reference to the “Fee

Letter” or “Fee and Pricing Letter” in any of the Repurchase Documents shall be deemed to be a

reference to the Fee Letter, as amended hereby, (v) each reference in the Fee Letter to this “Fee

Letter” or “Fee and Pricing Letter”, “hereof”, “herein” or words of similar effect in referring to

the Fee Letter shall be deemed to be references to the Fee Letter, as amended by this

Amendment, (vi) each reference to the “Guarantee Agreement” or “Guarantee” in any of the

Repurchase Documents shall be deemed to be a reference to the Guarantee, as amended hereby,

and (vii) each reference in the Guarantee to “this Agreement”, this “Guarantee”, “hereof”,

“herein” or words of similar effect in referring to the Guarantee shall be deemed to be references

to the Guarantee, as amended by this Amendment.

Section 8.No Novation, Effect of Agreement.  Seller, Pledgor, Guarantor and

Buyer have entered into this Amendment solely to amend the terms of the Repurchase

Agreement, the Fee Letter and/or the Guaranty, as applicable, and do not intend this Amendment

-5-

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 Pledgor (the “Repurchase Parties”) under or in connection with the

Repurchase Agreement, the Fee Letter, the Guarantee, the Pledge and Security Agreement or any

of the other Repurchase Documents to which any Repurchase Party is a party.  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 and the Pledge and Security Agreement are preserved, (ii) the liens and security

interests granted under the Repurchase Agreement and the Pledge and Security Agreement

continue in full force and effect, and (iii) any reference to the Repurchase Agreement in any such

Repurchase Document shall be deemed to also reference this Amendment.

Section 9.Waivers.  (a) Each of Seller, Pledgor and Guarantor acknowledges

and agrees that as of the date hereof it has no defenses, rights of setoff, claims, counterclaims or

causes of action of any kind or description against Buyer arising under or in respect of the

Repurchase Agreement, the Fee Letter, the Guarantee or any other Repurchase Document and

any such defenses, rights of setoff, claims, counterclaims or causes of action which may exist as

of the date hereof are hereby irrevocably waived, and (b) in consideration of Buyer entering into

this Amendment, Seller, Pledgor and Guarantor hereby waive, release and discharge Buyer and

Buyer’s officers, employees, representatives, agents, counsel and directors from any and all

actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in

law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the

foregoing arise out of or from or in any way relating to or in connection with the Repurchase

Agreement, the Fee Letter, the Guarantee or the other Repurchase Documents, in each case

occurring or existing on or prior to the date hereof, including, but not limited to, any action or

failure to act under the Repurchase Agreement, the Fee Letter, the Guarantee or the other

Repurchase Documents on or prior to the date hereof, except, with respect to any such Person

being released hereby, any actions, causes of action, claims, demands, damages and liabilities

arising out of such Person’s gross negligence or willful misconduct in connection with the

Repurchase Agreement, the Fee Letter, the Guarantee or the other Repurchase Documents.

Section 10.Counterparts.  This Amendment may be executed in two (2) or

more counterparts and by different parties on separate counterparts, each of which shall be an

original, but all of which together shall constitute one and the same agreement. Delivery of an

executed counterpart of a signature page of this Amendment by telecopy or PDF copy by email

shall be effective as delivery of a manually executed counterpart of this Amendment. The words

“executed,” “signed,” “signature,” and words of like import as used above and elsewhere in this

Amendment or in any other certificate, agreement or document related to this transaction shall

include, in addition to manually executed signatures, images of manually executed signatures

transmitted by facsimile or other electronic format (including, without limitation, “pdf”) which

shall be in accordance with the Federal Electronic Signatures in Global and National Commerce

Act, the New York State Electronic Signatures and Records Act and any other Laws, including,

without limitation, any state law based on the Uniform Electronic Transactions Act or the

Uniform Commercial Code.

Section 11.Expenses.  Seller and Guarantor agree to pay and reimburse Buyer

for all out-of-pocket costs and expenses incurred by Buyer in connection with the preparation,

-6-

execution and delivery of this Amendment, including, without limitation, the fees and

disbursements of Cadwalader, Wickersham & Taft LLP, counsel to Buyer.

Section 12.GOVERNING LAW. THIS AMENDMENT AND ANY

CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS

AMENDMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AMENDMENT,

AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND

DUTIES OF THE PARTIES TO THIS AMENDMENT SHALL BE GOVERNED BY AND

CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS

OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW

RULES THEREOF.  THE PARTIES HERETO INTEND THAT THE PROVISIONS OF

SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL

APPLY TO THIS AMENDMENT.

Section 13.Extension of Repurchase Dates. Buyer and Seller hereby

acknowledge and agree that, effective as of the Amendment Effective Date, the Repurchase Date

of each Purchased Asset as set forth in each Confirmation, shall be amended to reflect the

definition of Repurchase Date in the Repurchase Agreement (provided that the Repurchase Date

for each Purchased Asset as set forth in clause (b) of the definition of Repurchase Date shall be

the then-current scheduled maturity date of such Purchased Asset, as the same shall be extended

at the Underlying Obligor’s option as set forth in the related Purchased Asset Documents.

[SIGNATURES FOLLOW]

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.

SELLER:

PARLEX 5 FINCO, LLC, a Delaware limited liability

company

By:/s/ F. Austin Pena

Name:  F. Austin Pena

Title:  Authorized Signatory

BUYER:

WELLS FARGO BANK, NATIONAL

ASSOCIATION, a national banking association

By:/s/ Allen Lewis

Name: Allen Lewis

Title: Managing Director

GUARANTOR:

BLACKSTONE MORTGAGE TRUST, INC., a

Maryland corporation

By:/s/ F. Austin Pena

Name:  F. Austin Pena

Title:  Executive Vice President, Investments

ACKNOWLEDGED AND AGREED:

PLEDGOR:

42-16 PARTNERS, LLC, a Delaware limited liability

company

By:/s/ F. Austin Pena

Name:  F. Austin Pena

Title:  Authorized Signatory

Exhibit A

Exhibit A

Repurchase Agreement

Conformed through Amendment No. 2021

AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES

CONTRACT

by and between

PARLEX 5 FINCO, LLC

(“Seller”)

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

(“Buyer”).

Dated as of April 4, 2014

THIS AMENDED AND RESTATED MASTER REPURCHASE AND

SECURITIES CONTRACT, dated as of April 4, 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:

WHEREAS, Seller and Buyer entered into that certain Master Repurchase and

Securities Contract, dated as of March 13, 2014, as amended pursuant to that certain Amendment

No. 1 to Master Repurchase and Securities Contract by and between Seller and Buyer dated as of

March 21, 2014 (collectively, the “Original Repurchase Agreement”).

WHEREAS, Seller and Buyer desire to amend and restate the Original

Repurchase Agreement to provide for the sale of Mezzanine Loans from Seller to Buyer

hereunder.

NOW, THEREFORE Seller and Buyer (each a “Party” and collectively referred to herein as

“Parties”) hereby agree as follows:

ARTICLE 1ARTICLE 1

APPLICABILITY

Section 1.01Applicability.  Subject to the terms and conditions of the

Repurchase Documents, from time to time during the Funding Period and at the request of Seller,

the Parties may enter into transactions in which Seller agrees to sell, transfer and assign to Buyer

certain Assets and all related rights in, and interests related to, such Assets on a servicing

released basis, against the transfer of funds by Buyer representing the Purchase Price for such

Assets, with a simultaneous agreement by Buyer to transfer such Assets to Seller for subsequent

repurchase on the related Repurchase Date, which date shall not be later than the Maturity Date,

against the transfer of funds by Seller representing the Repurchase Price for such Assets.

ARTICLE 2ARTICLE 2

DEFINITIONS AND INTERPRETATION

Section 2.01Definitions.

“30-Day SOFR Average”:  Defined in the definition of “SOFR Average.”

“Accelerated Repurchase Date”:  Defined in Section 10.02.

“Additional Funding Amount”:  Defined in Section 3.12.

“Additional Funding Capacity”:  Defined in Section 3.12.

“Additional Funding Transaction”: Defined in Section 3.12.

“Additional Funding Transaction Available Amount”: With respect to any

proposed Additional Funding Transaction with respect to any Purchased Asset, the excess, if

any, of (a) the Maximum Funding Transaction Purchase Price for such Purchased Asset as of the

date of such proposed Additional Funding Transaction, minus (b) the outstanding Purchase Price

of such Purchased Asset as of such date.

“Advance Amount”:  The meaning set forth in the applicable Other Facility

Agreement.

“Advance Date Spot Rate” The meaning set forth in the Fee Letter, which

definition is incorporated by reference herein.

“Affiliate”:  With respect to any Person, any other Person directly or indirectly

Controlling, Controlled by, or under common Control with, such Person; provided, however, that

with respect to Seller, Pledgor and Guarantor, the term “Affiliate” shall exclude any Person that

is not either (x) a Person directly or indirectly Controlling Seller or (y) a direct or indirect parent

of Seller.

“Affiliated Hedge Counterparty”:  Buyer, or an Affiliate of Buyer, in its capacity

as a party to any Interest Rate Protection Agreement with Seller or any Affiliate of Seller.

“Agreement”: This Amended and Restated Master Repurchase and Securities

Contract, dated as of April 4, 2014 by and between Seller and Buyer, and as same may be

amended, restated, supplemented or otherwise modified and in effect from time to time.

“AML Entity”:  EachIndividually and collectively, as the context may require,

each of (i) Seller, (ii) all Affiliates of Seller, (iii) Pledgor, (iv) all Affiliates of Pledgor, (v)

Guarantor and (vi) all SubsidiariesAffiliates of Guarantor.

“Annual Funding Fee”:  The meaning set forth in the Fee Letter, which definition

is incorporated by reference herein.

“Annual Funding Fee Payment Date”:  The meaning set forth in the Fee Letter,

which definition is incorporated by reference herein.

“Anti--Corruption Law”:  The U.S. Foreign Corrupt Practices Act of 1977, as

amended, the UK Bribery Act, the Canadian Corruption of Foreign Public Officials Act or any

other anti-bribery or anti-corruption laws, regulations or ordinances in any jurisdiction in which

Seller or any of its Affiliates is located or doinglaw applicable to any AML Entity that prohibits

the bribery of foreign officials to gain a business advantage.

“Anti-Money Laundering Laws”: The applicable laws or regulations in any

jurisdiction in which Seller or Guarantorany AML Entity is located or doing business that relate

to money laundering, any predicate crime to money laundering or any financial record keeping

and reporting requirements related thereto.

“Applicable Percentage”:  For each Purchased Asset, the applicable percentage

determined by Buyer for such Purchased Asset on the Purchase Date therefor as specified in the

relevant Confirmation, up to the Maximum Applicable Percentage; provided that, at all times

during the Cash Sweep Tail Period, the, as such Applicable Percentage shall equal the Purchase

Price Percentage as of the end of the last day of the Stabilization Periodmay be reduced in

accordance with Section 3.10(c) below.

“Applicable Standard of Discretion”: The meaning set forth in the Fee Letter,

which definition is incorporated by reference herein.

“Applicable SOFR”:  With respect to any Transaction, either SOFR Average or

Term SOFR, as applicable, as designated in the related Confirmation therefor.

“Appraisal”: A FIRREA-compliantAn appraisal of the related Mortgaged

Property fromconducted by an Independent Appraiser in accordance with the Financial

Institutions Reform, Recovery and Enforcement Act of 1989, as amended, and, in addition,

certified by such Independent Appraiser as having been prepared in accordance with the

requirements of the Uniform Standards of Professional Appraisal Practice of the Appraisal

Foundation, addressed to (either directly or pursuant to a reliance letter in favor of Buyer or

reliance language in such Appraisal running to the benefit of Buyer as a successor and/or assign)

and reasonably satisfactory to Buyer.

“Approved Representation Exception”:  Any Representation Exception furnished

by Seller to Buyer and (a) approved by Buyer prior to the related Purchase Date or (b) as may

otherwise be approved by Buyer from time to time during the term of this Agreement.

"Approved Defaulted Asset Representation Exception": Any Representation

Exception from time to time during the term of this Agreement as a result of the occurrence of

any default or event of default under any Purchased Asset, provided that such Representation

Exception shall fail to be an Approved Defaulted Asset Representation Exception upon the

expiration of the Restructure Period.

“Asset”:  Any Whole Loan, Senior Interest or Mezzanine Loan, the Mortgaged

Property for which is included in the categories for Types of Mortgaged Property, but excluding

any real property acquired by Seller through foreclosure or deed in lieu of foreclosure, distressed

debt or any Equity Interest issued by a special purpose entity organized to issue collateralized

debt or loan obligations.

“Asset Diligence Cap”:  Defined in Section 13.02.

“Assignment and Acceptance”:  Defined in Section 18.08(c)The meaning set forth

in the Fee Letter, which definition is incorporated by reference herein.

“Authorized Representative”: Defined in Section 18.29.

“Bailee”: With respect to any Transaction involving a Wet Mortgage Asset, (i)

Ropes & Gray LLP, (ii) a national title insurance company or nationally--recognized real estate

counsel reasonably acceptable to Buyer or (iii) any other entity approved by Buyer, which may

be a title company, escrow company or attorney in accordance with local law and practice in the

appropriate jurisdiction of the related Wet Mortgage Asset.

“Bailee Agreement”:  An agreement between Bailee, Seller and Buyer

substantially in the form attached hereto as Exhibit H, wherein such Bailee in possession of the

Mortgage Loan Documents identified in such Bailee Agreement (a) acknowledges receipt of

such Mortgage Loan Documents, (b) confirms that Bailee is holding the same as bailee of Buyer

under such Bailee Agreement and (c) agrees that Bailee shall deliver such Mortgage Loan

Documents to the Custodian in accordance with this Agreement and the Custodial Agreement.

“Bankruptcy Code”:  Title 11 of the United States Code, as amended.

“Basic Mortgage Asset Documents”:  Means theThe following original (except as

otherwise permitted in Section 3.01 of the Custodial Agreement), fully executed and complete

documents (in each case together with an original general assignment, an original assignment or

allonge, as applicable, executed in blank and, as applicable, an original assignment and

assumption agreement or any similar document required by the terms of the applicable Mortgage

Loan Documents to effectuate an assignment of such Asset, executed by Seller in blank): the

Mortgage Note (or, in the case of a Senior Interest consisting of a participation interest, the

related participation certificate), the Mortgage (or a copy of the recorded Mortgage), the

assignment of Mortgage (or, if such instrument assigns the Mortgage to Seller, a copy of the

recorded assignment of Mortgage), the assignment of leases and rents (or a copy of the recorded

assignment of leases and rents), if any, the assignment of assignment of leases and rents (or, if

such instrument assigns the assignment of leases and rents to Seller, a copy of the recorded

assignment of assignment of leases and rents), if any, and the related security agreement, if

applicable.

“Benchmark”:  (A) With respect to any Transaction for which the Applicable

SOFR is initially the SOFR Average, initially, 30-Day SOFR Average; provided that if a

Benchmark Transition Event and its related Benchmark Replacement Date have occurred with

respect to 30-Day SOFR Average or the then-current Benchmark in accordance with Section

12.01(a) for purposes of this clause (A), then, for purposes of this clause (A), “Benchmark” shall

mean the applicable Benchmark Replacement to the extent that such Benchmark Replacement

has replaced such prior benchmark rate pursuant to clause (a) of Section 12.01, and (B) with

respect to any Transaction for which the Applicable SOFR is initially Term SOFR, initially, the

Term SOFR Reference Rate for a tenor of one month; provided that if a Benchmark Transition

Event and its related Benchmark Replacement Date have occurred with respect to the Term

SOFR Reference Rate for such tenor or the then--current Benchmark in accordance with Section

12.01(a) for purposes of this clause (B), then, for purposes of this clause (B)definition,

“Benchmark” shall mean the applicable Benchmark Replacement to the extent that such

Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (a) of

Section 12.01.

“Benchmark Replacement”:  With respect to any Benchmark Transition Event,

the first alternative set forth in the order below that can be determined by Buyer as a replacement

of the applicable then-current Benchmark as of the Benchmark Replacement Date:

(1)(A) if such then-current Benchmark is the 30-Day SOFR Average, Term

SOFR; or

(B) if such then-current Benchmark is the Term SOFR Reference Rate,

SOFR Average; or

(2)the sum of: (a) the alternate benchmark rate that has been selected by

Buyer as the replacement for the then--current Benchmark and (b) the related Benchmark

Replacement Adjustment; provided that, in each case, if such Benchmark Replacement as so

determined would be less than the Floor, the Benchmark Replacement will be deemed to be the

Floor for the purposes of this Agreement and the other Repurchase Documents.

“Benchmark Replacement Adjustment”: With respect to any replacement of the

then--current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or

method for calculating or determining such spread adjustment, (which may be a positive or

negative value or zero) that has been selected by Buyer.

“Benchmark Replacement Date”:  With respect to any Benchmark, the earliest to

occur of the following events with respect to such Benchmark:

(1)in the case of clause (1) or (2) of the definition of “Benchmark Transition

Event,” the later of (a) the date of the public statement or publication of information referenced

therein and (b) the date on which the administrator of such Benchmark permanently or

indefinitely ceases to provide such Benchmark; or

(2)in the case of clause (3) of the definition of “Benchmark Transition

Event,” the first date on which such Benchmark has been determined and announced by the

regulatory supervisor for the administrator of such Benchmark to be non--representative;

provided, that such non--representativeness will be determined by reference to the most recent

statement or publication referenced in such clause (3) even if such Benchmark continues to be

provided on such date.

“Benchmark Transition Event”: With respect to any Benchmark, the occurrence

of one or more of the following events with respect to such Benchmark:

(1)a public statement or publication of information by or on behalf of the

administrator of such Benchmark announcing that such administrator has ceased or will cease to

provide such Benchmark, permanently or indefinitely, provided that, at the time of such

statement or publication, there is no successor administrator that will continue to provide such

Benchmark;

(2)a public statement or publication of information by the regulatory

supervisor for the administrator of such Benchmark, the Board of Governors of the Federal

Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction

over the administrator for such Benchmark, a resolution authority with jurisdiction over the

administrator for such Benchmark or a court or an entity with similar insolvency or resolution

authority over the administrator for such Benchmark, which states that the administrator of such

Benchmark has ceased or will cease to provide such Benchmark permanently or indefinitely,

provided that, at the time of such statement or publication, there is no successor administrator

that will continue to provide such Benchmark; or

(3)a public statement or publication of information by the regulatory

supervisor for the administrator of such Benchmark announcing that such Benchmark is not, or

as of a specified future date will not be, representative.

“Beneficial Ownership Certification”: A certification regarding beneficial

ownership as required by the Beneficial Ownership Regulation in a form as agreed to by Buyer.

“Beneficial Ownership Regulation”:  Means 31 C.F.R. § 1010.230.

“Benefit Plan”:  Any of (a) an “employee benefit plan” (as defined in ERISA) that

is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code

or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for

purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee

benefit plan” or “plan”.

“BHC Act Affiliate” has theThe meaning assigned to the term “affiliate” in, and

shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Blank Assignment Documents”:  Defined in Section 6.02(j).

“Business Day”:  Any day other than (a) a Saturday or a Sunday, (b) a day on

which banks in the States of New York, Georgia, Minnesota, California or North Carolina are

authorized or obligated by law or executive order to be closed, or (c) any day on which the New

York Stock Exchange, the Federal Reserve Bank of New York or the Custodian is authorized or

obligated by law or executive order to be closed.

“Buyer”:  Wells Fargo Bank, National Association, in its capacity as Buyer under

this Agreement and the other Repurchase Documents, and also in its capacity as counterparty to

any Interest Rate Protection Agreement.

“Buyer’s Margin Percentage”:  For any Purchased Asset as of any date, the

percentage equivalent of the quotient obtained by dividing one (1) by the Applicable Percentage

of such Purchased Asset.

“Capital Lease Obligations”:  With respect to any Person, the amount of all

obligations of such Person, as a lessee to pay rent or other amounts under a lease of (or other

agreement conveying the right to use) property to the extent such obligations are required to be

classified and accounted for as a capital lease on a balance sheet of such Person under GAAP,

and, for purposes of this Agreement, the amount of such obligation shall be the capitalized

amount thereof, determined in accordance with GAAP.

“Capital Stock”:  Any and all shares, interests, participations or other equivalents

(however designated) of capital stock of a corporation, any and all equivalent equity ownership

interests in a Person which is not a corporation, including, without limitation, any and all

member or other equivalent interests (certificated or uncertificated) in any limited liability

company, and any and all partnership or other equivalent interests in any partnership or limited

partnership, and any and all warrants or options to purchase any of the foregoing.

“Cash Sweep Tail Period”:  The period beginning on the last day of the

Stabilization Period and ending on the Maturity Date.

“Cash Management Agreement”: A cash management agreement with respect to

the Waterfall Account, dated as of May 28, 2025, among Seller, Buyer and Waterfall Account

Bank, and as the same may be amended, restated, supplemented or otherwise modified and in

effect from time to time.

“Cash Sweep Trigger Event”: The meaning set forth in the Fee Letter, which

definition is incorporated by reference herein.

“Cash Sweep Purchase Price Threshold”: The meaning set forth in the Fee Letter,

which definition is incorporated by reference herein.

“Change of Control”: With respect to any Person, if (a) any consummation of a

merger or consolidation of Guarantor with or into another entity or any other reorganization

occurs and more than fifty percent (50%) of the combined voting power of the continuing or

surviving entity’s stock or other ownership interest in such entity outstanding immediately after

such merger, consolidation or such other reorganization is not owned directly or indirectly by

Persons who were stockholders or holders of such other ownership interests in Guarantor

immediately prior to such merger, consolidation or other reorganization; (b) any “person” or

“group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) shall become, or

obtain rights (whether by means of warrants, options or otherwise) to become, the “beneficial

owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of a

percentage of the total voting power of all Capital Stock of such Person entitled to vote generally

in the election of directors, members or partners of twenty percent (20%) or more other than

wholly-owned Affiliates of such Person and related funds of The Blackstone Group L.PInc., or to

the extent such interests are obtained through a public market offering or secondary market

trading; (c) Guarantor shall cease to own and Control, of record and beneficially, directly or

indirectly, one hundred percent (100%) of each class of outstanding Capital Stock of Pledgor; (d)

Pledgor shall cease to own and Control, of record and beneficially, directly or indirectly, one

hundred percent (100%) of each class of outstanding Capital Stock of Seller; or (e) any transfer

of all or substantially all of Guarantor’s assets (other than any securitization transaction or any

repurchase or other similar transactions in the ordinary course of Guarantor’s business).

Notwithstanding the foregoing, neither Buyer nor any other Person shall be deemed to approve

or to have approved any internalization of management as a result of this definition or any other

provision herein.

“Class”:  With respect to an Asset, such Asset’s classification as one of the

following:  a Whole Loan, a Senior Interest or a Mezzanine Loan.

“Closing Certificate”:  A true and correct certificate in the form of Exhibit DC,

executed by a Responsible Officer of Seller.

“Closing Date”:  March 13, 2014.

“Code”:  The Internal Revenue Code of 1986.

“Collateral”:  Defined in Section 11.01

“Collateral Diversity Test Failure”: The meaning set forth in the Fee Letter, which

definition is incorporated by reference herein.

“Collateral Diversity Test Percentage Threshold”: The meaning set forth in the

Fee Letter, which definition is incorporated by reference herein.

“Collateral Diversity Test Purchased Asset Threshold”: The meaning set forth in

the Fee Letter, which definition is incorporated by reference herein.

“Compliance Certificate”:  A true and correct certificate in the form of Exhibit E,

executed by a Responsible Officer of Seller.

“Confirmation”:  AWith respect to each Purchased Asset, a purchase confirmation

in the form of Exhibit B-1, B-2, B-3 or B-4, as appropriate, duly completed, executed and

delivered by Seller and Buyer in accordance with Section 3.01, as the same may be amended,

restated, supplemented or otherwise modified and in effect from time to time in accordance with

the terms of this Agreement.

“Conforming Changes”:  With respect to either the use or administration of an

initial Benchmark or the use, administration, adoption or implementation of any Benchmark

Replacement, any technical, administrative or operational changes (including changes to the

definition of “Business Day”, the definition of “Pricing Rate,” the definition of “Pricing Period,”

the definition of “U.S. Government Securities Business Day,” timing and frequency of

determining rates and making payments of Price Differential, prepayment provisions, early

repurchases, the applicability and length of lookback periods, the applicability of Section 12.03

and other technical, administrative or operational matters) that Buyer decides may be appropriate

to reflect the adoption and implementation of any such rate or to permit the use and

administration thereof by Buyer in a manner substantially consistent with market practice (or, if

Buyer decides that adoption of any portion of such market practice is not administratively

feasible or if Buyer determines that no market practice for the administration of any such rate

exists, in such other manner of administration as Buyer decides is reasonably necessary in

connection with the administration of this Agreement and the other Repurchase Documents).

“Connection Income Taxes”:  Other Connection Taxes that are imposed on or

measured by net income or net worth (however denominated) or that are franchise Taxes or

branch profits Taxes.

“Contractual Obligation”:  With respect to any Person, any provision of any

securities issued by such Person or any indenture, mortgage, deed of trust, deed to secure debt,

contract, undertaking, agreement, instrument or other document to which such Person is a party

or by which it or any of its property or assets are bound or are subject.

“Control”:  With respect to any Person, the direct or indirect possession of the

power to direct or cause the direction of the management or policies of such Person, whether

through the ability to exercise voting power, by contract or otherwise.  “Controlling,”

“Controlled” and “under common Control” have correlative meanings.

“Controlled Account Agreement”: A control agreement That certain Amended

and Restated Deposit Account Control Agreement, with respect to the Waterfall Account, dated

as of the Closing Date, among Seller, Buyer, Midland Servicer and Waterfall Account Bank, and

as terminated on May 28, 2025 pursuant to the Termination Notice.

“Credit Risk Asset”: The meaning set forth in the Fee Letter, which definition is

incorporated by reference herein.

“Custodial Agreement”:  The Second Amended and Restated Custodial

Agreement, dated as of the date hereofApril 4, 2014, among Buyer, Seller and Custodian, and as

same may be amended, restated, supplemented or otherwise modified and in effect from time to

time.

“Custodian”:  Computershare National Trust Company, N.A., as successor-in-

interest to the commercial servicing division of Wells Fargo Bank, National Association, or any

successor permitted by the Custodial Agreement.

“Default”:  Any event that, with the giving of notice or the lapse of time, or both,

would become an Event of Default.

“Default Rate”:  As of any date, the Pricing Rate in effect on such date plus 500

basis points (5.00%).

“Default Right” has the meaning assigned to that term in, and shall be interpreted

in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulted Asset”:  Any Asset, Purchased Asset or Mortgage Loan, as applicable,

(a) that is thirty (30) or more days (or, in the case of payments due at maturity, one (1) day)

delinquent in the payment of principal, interest, fees, distributions or any other amounts payable

under the related Mortgage Loan Documents, in each case, without regard to any waivers or

modifications of, or amendments to, the related Mortgage Loan Documents, other than those that

were disclosed in writing to Buyer prior to the Purchase Date of the related Purchased Asset,

unless consented to by Buyer in accordance with the terms of this Agreement, (b) for which there

is a Representation Breach with respect to such Asset or Purchased Asset, other than an

Approved Representation Exception, (c) for which there is a non-monetary default under the

related Mortgage Loan Documents beyond any applicable notice or cure period in each case,

without regard to any waivers or modifications of, or amendments to, the related Mortgage Loan

Documents, other than those that were disclosed in writing to Buyer prior to the Purchase Date of

the related Purchased Asset, (d) as to whose Underlying Obligor an Insolvency Event has

occurred, (e) with respect to which there has been an extension, amendment, waiver or other

modification to the terms of, or any collateral, guaranty or indemnity for, or the exercise of any

material right or remedy of a holder (including all lending, corporate and voting rights, remedies,

consents, approvals and waivers) of any related loan or participation document that has a

material adverse effect on the value in such asset, as determined by Buyer, or (f) for which Seller

or a Servicer has received notice of the foreclosure or proposed foreclosure of any Lien on the

related Mortgaged Property; provided that with respect to any Senior Interest, in addition to the

foregoing such Senior Interest will also be considered a Defaulted Asset to the extent that the

Mortgage Loan would be considered a Defaulted Asset as described in this definition provided,

however, in each case, without regard to any waivers or modifications of, or amendments to, the

related Mortgage Loan Documents.

“Defaulted Asset”:  The meaning set forth in the Fee Letter, which definition is

incorporated by reference herein.

“Defaulted Asset Concentration Limit”: The meaning set forth in the Fee Letter,

which definition is incorporated by reference herein.

“Defaulted Asset Concentration Limit Repurchase Date”:  The meaning set forth

in the Fee Letter, which definition is incorporated by reference herein.

“Defaulted Asset Concentration Limit Threshold”: The meaning set forth in the

Fee Letter, which definition is incorporated by reference herein.

“Delaware LLC Act”:  Chapter 18 of the Delaware Limited Liability Company

Act, 6 Del. C. §§ 18 101 et seq., as amended.

“Derivatives Contract”:  Any rate swap transaction, basis swap, credit derivative

transaction, forward rate transaction, commodity swap, commodity option, forward commodity

contract, equity or equity index swap or option, bond or bond price or bond index swap or option

or forward bond or forward bond price or forward bond index transaction, interest rate option,

forward foreign exchange transaction, cap transaction, floor transaction, collar transaction,

currency swap transaction, cross–-currency rate swap transaction, currency option, spot contract,

or any other similar transaction or any combination of any of the foregoing (including any

options to enter into any of the foregoing), whether or not any such transaction is governed by or

subject to any master agreement, including any obligations or liabilities thereunder.

“Dividing LLC”:  A Delaware limited liability company that is effecting a

Division pursuant to and in accordance with Section 18 217 of the Delaware LLC Act.

“Division”:  The division of a Dividing LLC into two or more domestic limited

liability companies pursuant to and in accordance with Section 18 217 of the Delaware LLC Act.

“Division LLC”:  A surviving company, if any, and each resulting company, in

each case that is the result of a Division.

“Dollars” and “$”:  Lawful money of the United States of America.

“Early Repurchase Date”:  Defined in Section 3.04.

“Eligible Asset”:  An Asset:

(a)that has been approved as a Purchased Asset by Buyer; provided that,

following an approval of an Asset as a Purchased Asset pursuant to this clause, subject to

Seller’s compliance with Section 7.05, Buyer may not revoke such discretionary approval

as a result of an examination of the same due diligence materials received by it in

connection with such initial approval unless there has been a material misstatement or

omission by Seller in connection with information provided to Buyer prior to the related

Purchase Date (for the avoidance of doubt, this proviso shall apply to the discretionary

approval set forth in this clause (a) and not to any other provision of this definition);

(b)with respect to which no Representation Breach exists other than an

Approved Representation Exception or an Approved Defaulted Asset Representation

Exception;

(c)with respect to which there are no future funding obligations on the part of

Seller other than any future funding obligations expressly approved by Buyer, which

approval shall be evidenced by Buyer’s execution of a Confirmation setting forth such

future funding obligations are and shall remain at all times, solely the obligations of

Sellertherein;

(d)whose Mortgaged Property is not a hotel, unless (i) the hotel is a national

flag hotel, (ii) Buyer has received a copy of the franchise agreement and related

documents for operation of the hotel under the national flag, all reports issued by the

franchisor and a comfort letter from the franchisor running to the benefit of successors

and assigns of the lender, (iii) the hotel is managed by a third party manager under a

management agreement and subordination of management agreement, all of which are

acceptable to Buyer;

(e)whose Mortgaged Property is located in the United States, whose

Underlying Obligors are domiciled in the United States, and all obligations thereunder

and under the Mortgage Loan Documents are denominated and payable in Dollars;

(f)with respect to such Asset, none of the Underlying Obligors (and any of

their respective Affiliates) related to such Asset are Sanctioned Targets;

(g)that does not involve an Equity Interest of Seller, Guarantor or any

Affiliate of Seller or Guarantor that would result in (i) an actual or potential conflict of

interest, (ii) an affiliation with an Underlying Obligor which results or could result in the

loss or impairment of any material rights of the holder of the Asset; provided, Seller shall

disclose to Buyer before the Purchase Date each Equity Interest held or to be held by

Seller, Guarantor or any Affiliate of Seller or Guarantor with respect to such Asset

whether or not it satisfies either of the preceding clauses (i) or (ii);

(h)that is secured by a perfected, first priority security interest in a stabilized

or transitional Mortgaged Property (or, in the case of a Mezzanine Loan secured by first

priority pledges of all of the Equity Interests of Persons that directly or indirectly own a

commercial or multi-family property);

(i)as to which, in the case of any Mezzanine Loan, the Whole Loan to which

such Mezzanine Loan relates is also a Purchased Asset; and

(j)(i) for which all Mortgage Loan Documents have been delivered to

Custodian on a timely basis or with respect to a Wet Mortgage Asset are in the possession

of the Bailee under a Bailee Agreement;

provided, that notwithstanding the failure of an Asset or Purchased Asset to conform to the

requirements of this definition, Buyer may, subject to such terms, conditions and requirements

and Applicable Percentage adjustments as Buyer may require, designate in writing any such

non--conforming Asset or Purchased Asset as an Eligible Asset, which designation (1) may

include a permanent asset specific waiver of one or more Eligible Asset requirements including

any Approved Representation Exception, and (2) shall not be deemed a waiver of the

requirement that all other Assets and Purchased Assets must be Eligible Assets (including any

Assets that are similar or identical to the Asset or Purchased Asset subject to the waiver).

“Eligible Assignee”:  Any of the following Persons designated by Buyer for

purposes of Section 18.08(c):  (a) 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, an Affiliate of any of the foregoing,

and an Affiliate of Buyer, and (b) any other Person to which Seller has consented; provided, that

such consent of Seller shall not (except in connection with Prohibited Transferees) be

unreasonably withheld, delayed or conditioned, and consent of Seller to any assignment pursuant

to Section 18.08(c) (including an assignment to a Prohibited Transferee) shall not be required at

any time that a monetary Default, a material non--monetary Default or any Event of Default has

occurred and is continuing.

“Environmental Laws”:  Any federal, state, foreign or local statute, law, rule,

regulation, ordinance, code, guideline and rule of common law now or hereafter in effect, and

any judicial or interpretation thereof, including any judicial or administrative order, decision,

consent decree or judgment, relating to the environment, employee health and safety or

hazardous materials, including CERCLA, RCRA, the Federal Water Pollution Control Act, the

Toxic Substances Control Act, the Clean Air Act, the Safe Drinking Water Act, the Oil Pollution

Act of 1990, the Emergency Planning and the Community Right-to-Know Act of 1986, the

Hazardous Material Transportation Act, the Occupational Safety and Health Act, and any state

and local or foreign counterparts or equivalents.

“Equity Interests”:  With respect to any Person, (a) any share, interest,

participation and other equivalent (however denominated) of Capital Stock of (or other

ownership, equity or profit interests in) such Person, (b) any warrant, option or other right for the

purchase or other acquisition from such Person of any of the foregoing, (c) any security

convertible into or exchangeable for any of the foregoing, and (d) any other ownership or profit

interest in such Person (including partnership, member or trust interests therein), whether voting

or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized

but unissued on any date.

“ERISA”:  The Employee Retirement Income Security Act of 1974, as amended

from time to time, and the regulations promulgated thereunder.  Section references to ERISA are

to ERISA, as in effect at the date of this Agreement and, as of the relevant date, any subsequent

provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

“ERISA Affiliate”:  Any trade or business (whether or not incorporated) that is a

member of Seller’s, Pledgor’s or Guarantor’s controlled group or under common control with

Seller, Pledgor or Guarantor, within the meaning of Section 414 of the Code.

“Euro Borrower”: The “Borrower”, as defined in the Euro Facility Agreement.

“Euro Facility”: The Euro Facility Agreement and any documents related thereto.

“Euro Facility Agreement”:  That certain Amended and Restated Master Loan and

Security Agreement, dated as of December 24, 2021, by and between Wells Fargo Bank

International Unlimited Company, as lender and Gloss Finco 2, LLC, as borrower, as amended,

restated, supplemented or otherwise modified from time to time.

“Euro Lender”:  The “Lender”, as defined in the Euro Facility Agreement.

“Euro Repayment Obligations”:  The “Repayment Obligations” as defined in the

Euro Facility Agreement.

“Event of Default”:  Defined in Section 10.01.

“Exchange Act”:  The Securities Exchange Act of 1934, as amended.

“Excluded Taxes”:  Any of the following Taxes imposed on or with respect to

Buyer or required to be withheld or deducted from a payment to Buyer:  (a) Taxes imposed on or

measured by net income or net worth (however denominated), franchise Taxes, and branch

profits Taxes, in each case, (i) imposed as a result of Buyer being organized under the laws of, or

having its principal office or the office from which it books the Transactions located in, the

jurisdiction imposing such Taxes (or any political subdivision thereof) or (ii) that are Other

Connection Taxes, (b) U.S. federal withholding Taxes imposed on amounts payable to or for the

account of Buyer or an Eligible Assignee with respect to an interest in the Repurchase

Obligations pursuant to a law in effect on the date on which such party (i) acquires such interest

in the Repurchase Obligations or (ii) changes the office from which it books the Transactions,

except in each case to the extent that, pursuant to Section 12.06, amounts with respect to such

Taxes were payable either to such party’s assignor immediately before such party became a party

hereto or to such party immediately before it changed the office from which it books the

Transactions, (c) Taxes attributable to Buyer’s failure to comply with Section 12.06(e), 18.08(f)

and 18.08(g) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Exchange Act”:  The Securities Exchange Act of 1934, as amended.

“Exit Fee”:  The meaning set forth in the Fee Letter, which definition is

incorporated by reference herein.

“FATCA”:  Sections 1471 through 1474 of the Code, as of the date of this

Agreement (or any amended or successor version that is substantively comparable and not

materially more onerous to comply with), any current or future regulations or official

interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code,

and any intergovernmental agreements entered into pursuant to such Sections.

“FDIA”:  Defined in Section 14.03.

“FDICIA”:  Defined in Section 14.04.

“Fee Letter”:  The feeFee and pricing letterPricing Letter, dated as of March 13,

2014, between Buyer and Seller, as amended, modified, waived, supplemented, extended,

restated or replaced from time to time.

“Fitch”:  Fitch Ratings, Inc.

“Floor”: The greater of (a) zero (0) and (b) such higher amount as may be

specified with respect to any Transaction in the related Confirmation (or Amendedamended and

Restatedrestated Confirmation, as applicable).

“Foreign Buyer”:  A Buyer that is not a U.S. Buyer.

“Funding

“Funding Period”:  The period from the Closing Date to but excluding the

Funding Period Expiration Date.

“Funding Period Expiration Date”: March 13, 20262027, as such date may be

extended pursuant to Section 3.05; provided that, in the event that Seller requests an extension of

the Funding Period Expiration Date, such request may be approved or denied by Buyer for any

reason or for no reason, as determined in Buyer’s sole and absolute discretion, and it is expressly

acknowledged and agreed that Buyer has no obligation to consider or grant any such request.

“Funding Period”:  The period from the Closing Date to but excluding the

Funding Expiration Date.

“Future Funding Amount”:  With respect to any Purchased Asset for which a

Future Funding Transaction has been requested by Seller and approved by Buyer, an amount

requested by Seller in an amended and restated Confirmation pursuant to Section 3.11,(a)(iii)

which amount shall be no greater than the product of (a) the amount that Seller is funding as a

post--closing advance as required by the Mortgage Loan Documents (without giving effect to

any modification, waiver or amendment) relating to such Purchased Asset, not to exceed (x) the

amount of future funding available as set forth on the related Confirmation for the initial

Transaction relating to such Purchased Asset, minus (y) all previous Future Funding Amounts

funded by Buyer relating to such Purchased Asset, and (b) the Applicable Percentage for such

Purchased Asset.

“Future Funding Date”:  With respect to any Purchased Asset for which a Future

Funding Transaction has been requested by Seller and approved by Buyer, the date on which

Buyer funds the Future Funding Amount relating to such Purchased Asset.

“Future Funding Request Package”: With respect to one or more Future Funding

Transactions, the following: (a) the related request for advance, executed by the related

Underlying Obligor (which shall include either therein or separately evidence of Seller’s

approval of the related Future Funding Transaction), and any other documents that are required

to be delivered to Seller pursuant to the related Mortgage Loan Documents in connection with

such future funding advance;, and (b) certification by Seller that all conditions precedent to the

future funding advance under the related Mortgage Loan Documents have been satisfied in all

material respects; and (c) to the extent available and requested by Buyer, (i) updated financial

statements, operating statements and rent rolls, (ii) engineering reports and updates to the

engineering reports, and (iii) an updated Underwriting Package.

“Future Funding Transaction”:  Any transaction approved and entered into by

Buyer pursuant to Section 3.11.

“Future Funding Transaction Conditions”: Defined in Section 3.11.

“GAAP”:  Generally accepted accounting principles as in effect from time to time

in the United States, consistently applied.

“GBP Borrower”: The “Borrower”, as defined in the GBP Facility Agreement.

“GBP Facility”:  The GBP Facility Agreement and any documents related thereto.

“GBP Facility Agreement”: That certain Master Loan and Security Agreement,

dated as of April 17, 2025, by and between Wells Fargo Bank, N.A., London Branch, as lender

and Gloss GBP Finco 2, LLC, as borrower, (as amended, restated, supplemented or otherwise

modified from time to time).

“GBP Lender”:  The “Lender”, as defined in the GBP Facility Agreement.

“GBP Repayment Obligations”:  The “Repayment Obligations” as defined in the

GBP Facility Agreement.

“Global Conveyed Assets”: Individually and collectively, as the context may

require, each of the Pledged Assets under the Euro Facility, the Pledged Assets under the GBP

Facility, and the Purchased Assets under the U.S. Facility.

“Global Facility”: Individually and collectively, as the context may require, each

of the Euro Facility, the GBP Facility, and the U.S. Facility.

“Global Facility Agreement”: Individually and collectively, as the context may

require, each of this Agreement, the GBP Facility Agreement, and the U.S. Facility Agreement.

“Global Facility Outstandings”: The aggregate Advance Amount or Purchase

Price, or, solely for purposes of clause (b) of the definition of “Cash Sweep Trigger Event” in the

Fee Letter and clauses (a) and (b) of the definition of “Sequential Pay Trigger Amount” in the

Fee Letter, the Maximum Advance Amount or Maximum Purchase Price, advanced by the

related Lender or Buyer to the related Borrower or Seller under the related Global Facility

Agreement.

“Global Remittance Date”:  The next following “Remittance Date” as defined

under, and in accordance with, the related Global Facility Agreement.

“Governing Documents”:  With respect to any Person, its articles or certificate of

incorporation or formation, by-laws, partnership, limited liability company, memorandum and

articles of association, operating or trust agreement and/or other organizational, charter or

governing documents.

“Governmental Authority”:  Any (a) nation or government, (b) state or local or

other political subdivision thereof, (c) central bank or similar monetary or regulatory authority,

(d) Person, agency, authority, instrumentality, court, regulatory body, central bank or other body

or entity exercising executive, legislative, judicial, taxing, quasi--judicial, quasi--legislative,

regulatory or administrative functions or powers of or pertaining to government, (e) court or

arbitrator having jurisdiction over such Person, its Affiliates or its assets or properties, (f) stock

exchange on which shares of stock of such Person are listed or admitted for trading,

(g) accounting board or authority that is responsible for the establishment or interpretation of

national or international accounting principles, in each case, whether foreign or domestic, and

(h) supra-national body such as the European Union or the European Central Bank.

“Ground Lease”:  A ground lease containing the following terms and conditions:

(a) a remaining term (exclusive of any unexercised extension options) of thirty (30) years or

more from the Purchase Date of the related Asset, (b) the right of the lessee to mortgage and

encumber its interest in the leased property without the consent of the lessor or with such consent

given, (c) the obligation of the lessor to give the holder of any mortgage lien on such leased

property written notice of any defaults on the part of the lessee and agreement of such lessor that

such lease will not be terminated until such holder has had a reasonable opportunity to cure or

complete foreclosures, and fails to do so, (d) reasonable transferability of the lessee’s interest

under such lease, including ability to sublease, and (e) such other rights customarily required by

mortgagees making a loan secured by the interest of the holder of the leasehold estate demised

pursuant to a ground lease.

“Ground Lease Asset”:  An Asset the Mortgaged Property for which is secured or

supported in whole or in part by a Ground Lease.

“Guarantee Agreement”: The Guarantee Agreement, dated as of March 13, 2014,

made by Guarantor in favor of Buyer, as amended, modified, waived, supplemented, extended,

restated or replaced from time to time.

“Guarantee Obligation”:  With respect to any Person (the “guaranteeing person”),

any obligation of (a) the guaranteeing person or (b) another Person (including any bank under

any letter of credit) to induce the creation of the obligations for which the guaranteeing person

has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing

or in effect guaranteeing any Indebtedness, leases, dividends, Contractual Obligation,

Derivatives Contract or other obligations or indebtedness (the “primary obligations”) of any

other third Person (the “primary obligor”) in any manner, whether directly or indirectly,

including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase

any such primary obligation or any property constituting direct or indirect security therefor,

(ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation,

or (2) to maintain working capital or equity capital of the primary obligor or otherwise to

maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or

services primarily for the purpose of assuring the owner of any such primary obligation of the

ability of the primary obligor to make payment of such primary obligation, or (iv) otherwise to

assure or hold harmless the owner of any such primary obligation against loss in respect thereof;

provided, however, that the term “Guarantee Obligation” shall not include endorsements of

instruments for deposit or collection in the ordinary course of business.  The amount of any

Guarantee Obligation of any guaranteeing person shall be deemed to be the maximum stated

amount of the primary obligation relating to such Guarantee Obligation (or, if less, the maximum

stated liability set forth in the instrument embodying such Guarantee Obligation); and provided,

further, that in the absence of any such stated amount or stated liability, the amount of such

Guarantee Obligation shall be such guaranteeing person’s maximum anticipated liability in

respect thereof as reasonably determined by such Person.

“Guarantor”:  Blackstone Mortgage Trust, Inc., a Maryland corporation.

“Guarantor Default Threshold”:  The meaning set forth in the Fee Letter, which

definition is incorporated by reference herein.

“Hedge Counterparty”:  Either (a) an Affiliated Hedge Counterparty, or (b) or any

other counterparty, approved by Buyer, to any Interest Rate Protection Agreement with Seller, in

either case which agreement contains a consent satisfactory to Buyer to the collateral assignment

to Buyer of the rights (but none of the obligations) of Seller thereunder.

“Hedge Required Asset”:  Any (A) Purchased Asset that (i) has a fixed rate of

interest or return, (ii) pays interest at a floating rate based on any index other than one-month

Term SOFR, or (B) other Purchased Asset that may be designated as a Hedge Required Asset by

Buyer in its sole discretion.

“Income”:  With respect to any Purchased Asset, all of the following (in each case

with respect to the entire par amount of the Asset represented by such Purchased Asset and not

just with respect to the portion of the par amount represented by the Purchase Price advanced

against such Asset) without duplication:  (a) all Principal Payments, (b) all Interest Payments,

(c) all other income, distributions, receipts, payments, collections, prepayments, recoveries,

proceeds (including insurance and condemnation proceeds) and other payments or amounts of

any kind paid, received, collected, recovered or distributed on, in connection with or in respect of

such Purchased Asset, including Principal Payments, Interest Payments, principal and interest

payments, prepayment fees, extension fees, exit fees, defeasance fees, transfer fees, make whole

fees, late charges, late fees and all other fees or charges of any kind or nature, premiums, yield

maintenance charges, penalties, default interest, dividends, gains, receipts, allocations, rents,

interests, profits, payments in kind, returns or repayment of contributions, net sale, foreclosure,

liquidation, securitization or other disposition proceeds, insurance payments, settlements and

proceeds, and (d) all payments received from Hedge Counterparties pursuant to Interest Rate

Protection Agreements related to such Purchased Asset; provided, that any amounts that under

the applicable Mortgage Loan Documents are required to be deposited into and held in escrow or

reserve to be used for a specific purpose, such as taxes and insurance, shall not be included in the

term “Income” unless and until (i) an event of default has occurred and is continuing under such

Mortgage Loan Documents, (ii) the holder of the related Purchased Asset has exercised or is

entitled to exercise rights and remedies with respect to such amounts, (iii) such amounts are no

longer required to be held for such purpose under such Mortgage Loan Documents, or (iv) such

amounts may be applied to all or a portion of the outstanding indebtedness under such Mortgage

Loan Documents.

“Indebtedness”:  With respect to any Person:  (i) obligations created, issued or

incurred by such Person for borrowed money (whether by loan, the issuance and sale of debt

securities or the sale of property to another Person subject to an understanding or agreement,

contingent or otherwise, to repurchase such property from such Person); (ii) obligations of such

Person to pay the deferred purchase or acquisition price of property or services, other than trade

accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the

ordinary course of business so long as such trade accounts payable are payable within ninety (90)

days of the date the respective goods are delivered or the respective services are rendered;

(iii) Indebtedness of others secured by a Lien on the property of such Person, whether or not the

respective Indebtedness so secured has been assumed by such Person; (iv) obligations

(contingent or otherwise) of such Person in respect of letters of credit or similar instruments

issued or accepted by banks and other financial institutions for account of such Person; (v)

contingent or future funding obligations under any Purchased Asset or any obligations senior to,

or pari passu with, any Purchased Asset; (vi) Capital Lease Obligations of such Person; (vii)

obligations of such Person under repurchase agreements or like arrangements; (viii) Indebtedness

of others guaranteed by such Person to the extent of such guarantee; and (ix) all obligations of

such Person incurred in connection with the acquisition or carrying of fixed assets by such

Person.  Notwithstanding the foregoing, nonrecourse Indebtedness owing pursuant to a

securitization transaction such as a REMIC securitization, a collateralized loan obligation

transaction or other similar securitization shall not be considered Indebtedness for any person.

“Indemnified Amounts”:  Defined in Section 13.01(a).

“Indemnified Person”:  Defined in Section 13.01(a).

“Indemnified Taxes”:  (a) Taxes, other than Excluded Taxes, imposed on or with

respect to any payment made by or on account of any obligation of Seller under any Repurchase

Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Independent Appraiser”: A professional real estate appraiser that (i) is approved

by Buyer in its reasonable discretion; (ii) was not selected or identified by the Mortgagor; (iii) is

not affiliated with the lender under the Mortgage or the Mortgagor; (iv) is a member in good

standing of the American Appraisal Institute; and (v) is certified or licensed in the state where

the subject Mortgaged Property is located.

“Independent Director” or “Independent Manager”:  An individual who has prior

experience as an independent director, independent manager or independent member with at least

three (3) years of employment experience and who is provided by CT Corporation, Corporation

Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart

Management Company, or Lord Securities Corporation, Puglisi & Associates or, if none of

those companies is then providing professional independent directors or independent

managersIndependent Directors or Independent Managers, another nationally recognized

company reasonably approved by Buyer, in each case, that is not affiliated withan Affiliate of

Seller and that provides professional independent directors, independent managers and/or other

corporate services in the ordinary course of its business, and which individual is duly appointed

as a member of the board of directors or board of managers of such corporation or limited

liability companyIndependent Director or Independent Manager and is not, has never been, and

will not while serving as Independent Director or Independent Manager be, any of the following:

(a)a member, partner, equity holder, manager, director, officer or employee

of Seller, any Pledgor, any of their respective equity holders or Affiliates (other than (i)

as an Independent Director or Independent Manager of Seller and (ii) as an Independent

Director or Independent Manager of an Affiliate of Seller that is not in the direct chain of

ownership of Seller and that is required by a creditor to be a singlespecial purpose

bankruptcy remote entity, provided, however, that such Independent Director or

Independent Manager is employed by a company that routinely provides professional

Independent Directors or Independent Managers);

(b)a creditor, supplier or service provider (including provider of professional

services) to Seller or any of their respective equity holders or Affiliates (other than

through a nationally-recognized company that routinely provides professional

independent directors, independent managers and/or other corporate services to Seller,

any single-purpose entity equity holder, or any of their respective equity holders or

Affiliates in the ordinary course of business);

(c)a family member of any such member, partner, equity holder, manager,

director, officer, employee, creditor, supplier or service provider; or

(d)a Person who controls (whether directly, indirectly or otherwise) any of

the individuals described in the preceding clauses (a), (b) or (c).

An individual who otherwise satisfies the preceding definition other thanand

satisfies clause (a) by reason of being the Independent Director or Independent Manager of a

Special Purpose Entityspecial purpose entity affiliated with Seller that is not in the direct chain of

ownership of Seller or Pledgor shall not be disqualified from serving as an Independent Director

or Independent Manager of Seller or Pledgor if (x) such individual is provided by CT

Corporation or (y) the fees that such individual earns from serving as Independent Director or

Independent Manager of Affiliates of Seller in any given year constitute in the aggregate less

than five percent (5%) of such individual’s annual income for that year.

“Insolvency Action”:  With respect to any Person, the taking by such Person of

any action resulting in an Insolvency Event, other than solely under clause (g) of the definition

thereof.

“Insolvency Event”:  With respect to any Person, (a) the filing of a decree or order

for relief by a court having jurisdiction in the premises with respect to such Person or any

substantial part of its assets or property in an involuntary case under any applicable Insolvency

Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee,

sequestrator or similar official for such Person or for any substantial part of its assets or property,

or ordering the winding--up or liquidation of such Person’s affairs, and such decree or order shall

remain unstayed and in effect for a period of sixty (60) days, (b) the commencement by such

Person of a voluntary case under any applicable Insolvency Law now or hereafter in effect,

(c) the consent by such Person to the entry of an order for relief in an involuntary case under any

Insolvency Law, (d) the consent by such Person to the appointment of or taking possession by a

receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person

or for any substantial part of its assets or property, (e) the making by such Person of any general

assignment for the benefit of creditors, (f) the admission in a legal proceeding of the inability of

such Person to pay its debts generally as they become due, (g) the failure by such Person

generally to pay its debts as they become due, or (h) the taking of action by such Person in

furtherance of any of the foregoing.

“Insolvency Laws”:  The Bankruptcy Code and all other applicable liquidation,

conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency,

reorganization, suspension of payments and similar debtor relief laws from time to time in effect

affecting the rights of creditors generally.

“Insolvency Proceeding”:  Any case, action or proceeding before any court or

other Governmental Authority relating to any Insolvency Event.

“Interest Payments”:  With respect to any Purchased Asset, all payments of

interest, income, receipts, dividends, and any other collections and distributions received from

time to time in connection with any such Purchased Asset.

“Interest Rate Protection Agreement”:  With respect to any or all Purchased

Assets, any futures contract, options related contract, short sale of United States Treasury

securities or any interest rate swap, cap, floor or collar agreement, total return swap or any other

similar arrangement providing for protection against fluctuations in interest rates or the exchange

of nominal interest obligations either generally or under specific contingencies, in each case with

a Hedge Counterparty and that is acceptable to Buyer.  For the avoidance of doubt, any Interest

Rate Protection Agreement with respect to a Purchased Asset shall be included in the definitions

of “Purchased Asset” and “Repurchase Document.”

“Internal Control Event”:  Fraud that involves management or other employees

who have a significant role in, the internal controlscontrol over financial reporting of Seller,

Pledgor, Manager or Guarantor; for the avoidance of doubt, an Internal Control Event shall not

include any fraudulent act by a Person that is not committed in such Person’s capacity as a

member of management or as an employee with responsibility for, or involvement in, such

internal control over financial reporting.

“Investment”: With respect to any Person, any acquisition or investment (whether

or not of a controlling interest) by such Person, whether by means of (a) the purchase or other

acquisition of any Equity Interest in another Person, (b) a loan, advance or extension of credit to,

capital contribution to, guaranty or credit enhancement of Indebtedness of, or purchase or other

acquisition of any Indebtedness of, another Person, including any partnership or joint venture

interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a

series of transactions) of assets of another Person that constitute the business or a division or

operating unit of another Person.  Any binding commitment or option to make an Investment in

any other Person shall constitute an Investment.  Except as expressly provided otherwise, for

purposes of determining compliance with any covenant contained in this Agreement, the amount

of any Investment shall be the amount actually invested, without adjustment for subsequent

increases or decreases in the value of such Investment.

“Investment Company Act”:  The Investment Company Act of 1940, as amended,

restated or modified from time to time, including all rules and regulations promulgated

thereunder.

“Investor”:  Any Person that either (i) is admitted to Seller as a member in

accordance with the applicable operating agreement or limited liability company agreement of

Seller, or (ii) owns ana direct Equity Interest in Guarantor.

“Irrevocable Redirection Notice”:  A notice in the form of Exhibit C-2G sent by

Seller or by Servicer on Seller’s behalf to the applicable Underlying Obligor on or before the

applicable Purchase Date for each Purchased Asset directing the remittance of Income with

respect to such Purchased Asset directly to the Waterfall Account.

“IRS”:  The United States Internal Revenue Service.

“Knowledge”:  As of any date of determination, the then-current actual (as

distinguished from imputed or constructive) knowledge of (i) Stephen Plavin, Thomas C.

Ruffing or Douglas Armer,Robert Sitman or Ana Gonzalez-Iglesias (ii) any asset manager at The

Blackstone Group L.P.Inc. or any Affiliate thereof responsible for anythe applicable Purchased

Asset, or (iii) any other employee with a title equivalent or more senior to that of “principal”

within The Blackstone Group L.P.Inc. or any Affiliate thereof, in each case of this clause (iii),

responsible for the origination, acquisition and/or management of anythe Purchased Asset.

“Lien”:  Any mortgage, statutory or other lien, pledge, charge, right, claim,

adverse claim, attachment, levy, hypothecation, assignment, deposit arrangement, security

interest, UCC financing statement or encumbrance of any kind on or otherwise relating to any

Person’s assets or properties in favor of any other Person or any preference, priority or other

security agreement or preferential arrangement of any kind.

“LTV”:  With respect to any Purchased Asset, the ratio of the aggregate

outstanding principal balance of the Purchased Asset and all other debt senior to or pari passu

with such Purchased Asset secured, directly or indirectly, by the related Mortgaged Property, to

the aggregate value of such Mortgaged Property as determined by Buyer in its commercially

reasonable discretion.  For purposes of Buyer’s determination, (i) the value of the Mortgaged

Property may be determined using any commercially reasonable method, including without

limitation by reference to a recent appraisal, broker price opinions, quotes from a recognized

dealer in the commercial real estate market and/or discounted cash flow analysis or other method

commonly utilized by Buyer or any other commercially reasonable method and the foregoing

shall be deemed for such purposes to be commercially reasonable and (ii) for the avoidance of

doubt, Buyer may reduce the value of the Mortgaged Property for any actual or potential risks

posed by any Liens on the related Mortgaged Property.

“Manager”:  BXMT Advisors L.L.C., a Delaware limited liability company or any

Affiliate of Blackstone Inc.

“Margin Call”:  Defined in Section 4.01.

“Margin Deficit”:  Defined in Section 4.01.

“Margin Deficit Threshold”: The meaning set forth in the Fee Letter, which

definition is incorporated by reference herein.

“Margin Excess”: Defined in Section 4.02.

“Market Value”:  The meaning set forth in the Fee Letter, which definition is

incorporated by reference herein.

“Market Value”:  With respect to any Purchased Asset, the outstanding principal

balance of the Purchased Asset as of any relevant date, as adjusted by Buyer to reflect the then

current market value for such Purchased Asset (but in no event greater than par), as determined

by Buyer at the Applicable Standard of Discretion on each Business Day in accordance with this

definition.  For purposes of Article 4 and Article 5, as applicable, changes in the Market Value of

a Purchased Asset shall be determined solely in relation to material positive or negative changes

(relative to Buyer’s initial underwriting or the most recent determination of Market Value)

relating to (A) any breach of an MTM Representation, or (B) the performance or condition of (i)

the Mortgaged Property securing the Purchased Asset or other collateral securing or related to

the Purchased Asset, (ii) the Purchased Asset’s borrower (including obligors, guarantors,

participants and sponsors) and the borrower on any Mortgaged Property or other collateral

securing such Purchased Asset or the Mortgage Loan, as applicable, (iii) the commercial real

estate market relevant to the Mortgaged Property, and/or (iv) any actual or potential risks posed

by any Liens on the related Mortgaged Property, taken in the aggregate.  In addition, the Market

Value for any Purchased Asset may be deemed to be zero on the third (3rd) Business Day

following the occurrence of any of the following with respect to such Purchased Asset:

(a) a breach of a representation or warranty contained in Schedule 1 hereto other

than a MTM Representation or an Approved Representation Exception;

(b) the Repurchase Date with respect to such Purchased Asset occurs without

repurchase of such Purchased Asset;

(c) the requirements of the definition of Eligible Asset are not satisfied, as

determined by Buyer;

(d) any statement, affirmation or certification made or information, document,

agreement, report or notice delivered by Seller to Buyer is untrue in any material respect;

provided, that, to the extent that Seller corrects such untrue information in a timely

manner satisfactory to Buyer (determination of which shall, in each case, be in Buyer’s

sole and absolute discretion), Buyer may waive its right to deem the Market Value of

such Purchased Asset to be zero;

(e) all Mortgage Loan Documents have not been delivered to Custodian within the

time periods required by this Agreement and the Custodial Agreement;

(f) any material Mortgage Loan Document has been released from the possession

of Custodian under the Custodial Agreement to Seller for more than ten (10) days; or

(g) Seller fails to deliver any reports required hereunder where such failure

adversely affects Buyer’s ability to determine Market Value therefor; provided, however,

that if such failure is due to Seller’s inability to obtain any such report from the related

Underlying Obligor, then (i) Seller shall make commercially reasonable efforts to obtain

such report from the related Underlying Obligor as soon as practicable, (ii) during the

one-hundred and twenty (120) day period following Seller’s initial failure to deliver any

such report, unless and until Seller delivers the applicable report, Buyer may re-determine

the Market Value of the applicable Purchased Asset for purposes of a Margin Call in

accordance with the Applicable Standard of Discretion and, in connection with such re-

determination, Buyer may draw any adverse inference from any missing information that

Buyer deems to be reasonable under the circumstances, and (iii) after the expiration of the

one-hundred and twenty (120) day period following Seller’s initial failure to deliver any

such report, if Seller still has not delivered the applicable report, Buyer may re-determine

the Market Value of the applicable Purchased Asset for purposes of a Margin Call in

Buyer’s sole and absolute discretion

“Market Value”: The meaning set forth in the Fee Letter, which definition is

incorporated by reference herein.

“Material Adverse Effect”:  Any event, development or circumstance that has a

material adverse effect on or material adverse change in or to (a) the property, assets, business,

operations, financial condition or credit quality of Seller, Pledgor, or Guarantor, taken as a

whole, (b) the ability of Seller to pay and perform the Repurchase Obligations, (c) the validity,

legality, binding effect or enforceability of any Repurchase Document, Mortgage Loan

Document, Purchased Asset or security interest granted hereunder or thereunder, (d) the rights

and remedies of Buyer or any Affiliate of Buyer under any Repurchase Document, Mortgage

Loan Document or Purchased Asset, (e) the Market Value, rating (if applicable), liquidity or

other aspect of a material portion of the Purchased Assets, as determined by Buyer, or (f) the

perfection or priority of any Lien granted under any Repurchase Document or Mortgage Loan

Document.

“Material Modification”:  Any extension, material amendment, material waiver,

termination, rescission, cancellation, release or any other material modification to the terms of, or

any collateral, guaranty or indemnity for, or the exercise of any right or remedy of a holder

(including all lending, corporate rights, remedies, consents, approvals and waivers) of, any

Purchased Asset or Mortgage Loan Document; provided that, non--material modifications

regarding consent rights over leases, budgets, utilization of reserves or the release thereof,

approval of escrows and bonding amounts for mechanics’ or materialmen’s liens, tax abatements

or tax challenges, and de minimis takings for road expansions, curb cuts or water drainage shall

not be considered a Material Modification.

“Materials of Environmental Concern”:  Any hazardous, toxic or harmful

substances, materials, wastes, pollutants or contaminants defined as such in or regulated under

any Environmental Law.

“Maturity Date”:  The earliest to occur of (a) any Accelerated Repurchase Date,

(b) any date on which the Maturity Date shall otherwise occur in accordance with the provisions

of this Agreement, and (c) the latest Repurchase Date of any Purchased Asset subject to a

Transaction during the Cash Sweep Tail Periodlast to occur of (i) the Funding Period Expiration

Date and (ii) the longest-dated final Repurchase Date or Repayment Date, as applicable, related

to the Global Conveyed Assets then subject to Transactions under the Global Facilities.

“Maximum Amount”:  $1,800,000,000, as such amount may be increased

pursuant to Section 3.13; provided, that (a) duringfollowing the StabilizationFunding Period

Expiration Date, the Maximum Amount on any date shall be the aggregate Maximum Purchase

Price for all Transactions as of such date, as such amount declines during the Stabilization

Period, as Purchased Assets are repurchased in full and/or Additional Funding Capacity is

reduced pursuant to Section 3.10(b), and (b) during the Cash Sweep Tail Period,

“Maximum Advance Amount on any date shall be the aggregate Repurchase Price

for all Transactions as of the last day of the Stabilization Period, as permanently reduced by each

principal repayment in respect of each Purchased Asset": The meaning set forth in the applicable

Other Facility Agreement.

“Maximum Applicable Percentage”:  The meaning set forth in the Fee Letter,

which definition is incorporated by reference herein.

“Maximum Concentration Limit”:  With respect to any Purchased Asset as of any

date of determination, a limit that will be exceeded if the outstanding Purchase Price of such

Purchased Asset as of such date of determination exceeds the lesser of (a) $250,000,000 and (b)

twenty-five percent (25%) of the Maximum Amount as in effect on such date of determination.

“Maximum Funding Transaction Purchase Price”:  With respect to a Purchased

Asset with respect to which an Additional Funding Transaction is requested in accordance with

the terms of this Agreement, an amount (expressed in dollars) equal to the product obtained by

multiplying (i) the lessergreater of (A) the Market Value of such Purchased Asset (or the par

amount of such Purchased Asset, if lower than Market Value) as of the Purchase Date for such

Purchased Asset and (B) the Market Value of such Purchased Asset (or the par amount of such

Purchased Asset, if lower than Market Value) as of the proposed date of such requested

Additional Funding Transaction by (ii) the Applicable Percentage for such Purchased Asset as

set forth in the related Confirmation.

“Maximum Purchase Price”:  With respect to any Purchased Asset, the amount

equal to the Applicable Percentage for such Purchased Asset multiplied by the lower of (a) the

Market Value of such Purchased Asset, and (b) the par amount of such Purchased Asset, as such

amount may be increased, without duplication, by any additional principal amounts advanced by

Seller to the related Underlying Obligor pursuant to the related Mortgage Loan Documents, and

as may be reduced, (without duplication) by any principal payment (to the extent not reflected in

either the Market Value or par amount of such Purchased Asset), and as may be reduced pursuant

to Section 3.10(b).

“Mezzanine Borrower” The obligor on a Mezzanine Note, including any Person

who has assumed or guaranteed the obligations of the obligor thereunder.

“Mezzanine Loan”:  A performing mezzanine loan secured by pledges of one-

hundred percent (100%) of the Equity Interests of an Underlying Obligor, or that position of such

Equity Interests that includes the general partnership, managing member or other controlling

interest (including the right to take title to and sell the related Mortgaged Property) that owns

income producing commercial real estate that is a Type of Mortgaged Property.

“Mezzanine Note”:  The original executed promissory note or other tangible

evidence of the Mezzanine Loan indebtedness.

“Mezzanine Related Mortgage Asset”: An Eligible Asset or a Purchased Asset for

which one or more related Mezzanine Loans exist and with respect to which the principal

balance of such Mezzanine Loan(s) remains outstanding.

“Midland Servicer”: Midland Loan Services, a division of PNC Bank, National

Association.

“Midland Servicing Agreement”: That certain Servicing Agreement, dated as of

the Closing Date, among Seller, Buyer, and Midland Servicer, and as terminated on May 28,

2025 pursuant to the Termination Notice.

“Minimum Transaction Threshold”: The meaning set forth in the Fee Letter,

which definition is incorporated by reference herein.

“Moody’s”:  Moody’s Investors Service, Inc.

“Mortgage”:  Any mortgage, deed of trust, assignment of rents, security

agreement and fixture filing, or other instruments creating and evidencing a lien on real property

and other property and rights incidental thereto.

“Mortgage Asset File”:  The meaning specified in the Custodial Agreement.

“Mortgage Loan”:  With respect to any Whole Loan or Senior Interest, a

mortgage loan made in respect of the related Mortgaged Property.

“Mortgage Loan Documents”:  With respect to any Purchased Asset, those

documents executed in connection with, evidencing or governing such Purchased Asset, the

related Mortgaged Property, and, in the case of (i) a Senior Interest, the related Mortgage Loan,

and (ii) a Mezzanine Loan, such Mezzanine Loan, including those which are required to be

delivered to Custodian under the Custodial Agreement, together with any co--lender agreements,

participation agreements and/or other intercreditor agreements or other documents governing or

otherwise relating to such Senior Interest or such Mezzanine Loan.

“Mortgage Note”:  The original executed promissory note or other evidence of the

indebtedness of a Mortgagor with respect to a commercial mortgage loan.

“Mortgaged Property”:  (i) In the case of any Whole Loan or Senior Interest, the

real property (including all improvements, buildings, fixtures, building equipment and personal

property thereon and all additions, alterations and replacements made at any time with respect to

the foregoing) and all other collateral directly or indirectly securing the repayment of the debt

evidenced by either a Mortgage Note or by a Senior Interest Note, and (ii) in the case of any

Mezzanine Loan, the real property (including all improvements, buildings, fixtures, building

equipment and personal property thereon and all additions, alterations and replacements made at

any time with respect to the foregoing) and all other collateral directly or indirectly securing the

repayment of the debt evidenced by a Mezzanine Note including, without limitation, all such

collateral that is owned and pledged by the Person whose Equity Interest is pledged as collateral

security for such Mezzanine Loan.

“Mortgagee”:  The record holder of a Mortgage Note secured by a Mortgage.

“Mortgagor”:  The obligor on a Mortgage Note, including any Person who has

assumed or guaranteed the obligations of the obligor thereunder.

“MTM Representation”:  Means eachEach of the representations and warranties,

set forth as (a) items 1 (first sentence only), 19, 20, 23 (solely with respect to circumstances

occurring after the related Purchase Date), 24 (solely with respect to circumstances occurring

after the related Purchase Date), 35, 36, 38(c), 38(f), 43, 53, and any written notice of default

under 57(iv) that does not give the ground lessor the right to terminate the related Ground Lease,

each as set forth on Schedule 1(a) hereto, (b) items 1 (first sentence only), 12 (solely with respect

to circumstances occurring after the related Purchase Date), 22, 23, 27 (solely with respect to

circumstances occurring after the related Purchase Date), 38, 39, 42(c), 42(f), 47, 57, and any

written notice of default under 61(iv) that does not give the ground lessor the right to terminate

the related Ground Lease, each as set forth on Schedule 1(b) hereto and (c) items 1 (first sentence

only), 13 (solely with respect to circumstances occurring after the related Purchase Date), 16

(solely with respect to circumstances occurring after the related Purchase Date), 29, 30, 36, 37,

38(c), 38(f), 40, any written notice of default under 43(iv) that does not give the ground lessor

the right to terminate the related Ground Lease, 44 (solely with respect to circumstances

occurring after the related Purchase Date), 45 (solely with respect to circumstances occurring

after the related Purchase Date), and 46, each as set forth on Schedule 1(c) hereto.

“Multiemployer Plan”:  A Plan that is a multiemployer plan as defined in

Section 4001(a)(3) of ERISA.

“Other Connection Taxes”:  With respect to Buyer, Taxes imposed as a result of a

present or former connection between Buyer and the jurisdiction imposing such Taxes (other

than a connection arising from Buyer having executed, delivered, become a party to, performed

its obligations under, received payments under, received or perfected a security interest under,

engaged in any other transaction pursuant to or enforced any Repurchase Document, or sold or

assigned an interest in any Transaction or Repurchase Document).

“Other Facility”: Individually and collectively, as the context may require, each of

the Euro Facility and the GBP Facility.

“Other Facility Agreement”: Individually and collectively, as the context may

require, each of the GBP Facility Agreement and the Euro Facility Agreement.

“Other Facility Borrower”: Individually and collectively, as the context may

require, each of the Euro Borrower and the GBP Borrower.

“Other Facility Lender”:  Individually and collectively, as the context may

require, each of the Euro Lender and the GBP Lender.

“Other Facility Repayment Obligations”: Individually and collectively, as the

context may require, each of the GBP Repayment Obligations and the Euro Repayment

Obligations.

“Other Taxes”: Any and all present or future stamp, court or documentary,

intangible, recording, filing or similar Taxes that arise from any payment made under any

Repurchase Document or from the execution, delivery, performance, or enforcement or

registration of, from the receipt or perfection of a security interest under, or otherwise with

respect to, any Repurchase Document, except (i) any such Taxes that are Other Connection

Taxes (provided, for the avoidance of doubt, that for purposes of this definition Other

Connection Taxes shall include any connection arising from Buyer having sold or assigned an

interest in any Transaction or Repurchase Document) imposed with respect to an assignment,

transfer or sale of a participation or other interest in or with respect to the Repurchase

Documents, and (ii) for the avoidance of doubt, any Excluded Taxes.

“Participant”:Defined in Section 18.08(b)  The meaning set forth in the Fee

Letter, which definition is incorporated by reference herein.

“Participant Register”:  Defined in Section 18.08(f).

“Party”: Each of Buyer and/or Seller, as the context may require, together with

their permitted successors and assigns.

“PATRIOT Act”:  The Uniting and Strengthening America by Providing

Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended,

modified or replaced from time to time.

“Permitted Liens”:  Any of the following as to which no enforcement, collection,

execution, levy or foreclosure proceeding has been commenced:  (a) Liens for state, municipal,

local or other local taxes, assessments or charges not yet due and payable or which are being

contested in good faith by appropriate proceedings and for which appropriate reserves have been

established in accordance with GAAP, (b) Liens imposed by Requirements of Law, such as

materialmen’s, mechanics’, carriers’, workmen’s, repairmen’s and similar Liens, arising in the

ordinary course of business securing obligations that are not overdue for more than thirty (30)

days, (c) easements, rights of way, zoning restrictions, licenses and other similar charges or

encumbrances affecting the use of any Mortgaged Property that are disclosed in an Approved

Representation Exception or as a result of an Approved Defaulted Asset Representation

Exception, and (d) Liens granted pursuant to or by the Repurchase Documents.

“Person”:  An individual, corporation, limited liability company, business trust,

partnership, trust, unincorporated organization, joint stock company, sole proprietorship, joint

venture, Governmental Authority or any other form of entity.

“Plan”:  An employee benefit or other plan established or maintained by Seller or

any ERISA Affiliate during the five year period ended prior to the date of this Agreement or to

which Seller or any ERISA Affiliate makes, is obligated to make or has, within the five year

period ended prior to the date of this Agreement, been required to make contributions and that is

covered by Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code, other than a

Multiemployer Plan.

“Plan Asset Regulation”:  The regulation of the United States Department of

Labor at 29 C.F.R. § 2510.3-1012510.3-101 (as modified by Section 3(42) of ERISA).

“Pledge and Security Agreement”:  The Pledge and Security Agreement, dated as

of March 13, 2014, between Buyer and Pledgor, as amended, modified, waived, supplemented,

extended, restated or replaced from time to time.

“Pledged Assets”:  The “Pledged Assets”, as defined in the Euro Facility

Agreement or the GBP Facility Agreement, individually or collectively, as the context may

require.

“Pledged Collateral”:  Defined in the Pledge and Security Agreement.

“Pledgor”:  42-16 Partners, LLC, a Delaware limited liability company, together

with its successors and permitted assigns.

“Power of Attorney”: Defined in Section 18.19.

“PPV Test”:  The meaning set forth in the Fee Letter, which definition is

incorporated by reference herein.

“Price Differential”:  For any Pricing Period or portion thereof and (a) for any

Transaction outstanding, the sum of the products, for each day during such Pricing Period or

portion thereof, of (i) 1/360th of the Pricing Rate in effect for each Purchased Asset subject to

such Transaction during such Pricing Period, times (ii) the outstanding Purchase Price for such

Purchased Asset on each such day, or (b) for all Transactions outstanding, the sum of the

amounts calculated in accordance with the preceding clause (a) for all Transactions.

“Pricing Margin”:  The meaning set forth in the Fee Letter, which definition is

incorporated by reference herein.

“Pricing Period”:  For any Purchased Asset, (a) in the case of the first Remittance

Date for such Purchased Asset, the period from the Purchase Date for such Purchased Asset to

but excluding such Remittance Date, and (b) in the case of any subsequent Remittance Date, the

one--month period commencing on and including the prior Remittance Date and ending on but

excluding such Remittance Date; provided, that no Pricing Period for a Purchased Asset shall

end after the Repurchase Date for such Purchased Asset.

“Pricing Rate”: For any Pricing Period and any Transaction, the ApplicableTerm

SOFR for such Transaction for such Pricing Period plus the applicable Pricing Margin for such

date; provided, that while an Event of Default is continuing, the Pricing Rate shall be the Default

Rate.

“Pricing Rate Determination Date”:  (a) In the case of the first Pricing Period for

any Purchased Asset, the related Purchase Date for such Purchased Asset, and (b) in the case of

each subsequent Pricing Period, the date that is two (2) U.S. Government Securities Business

Days prior to the Remittance Date on which such Pricing Period begins or on any other date as

determined by Buyer and communicated to Seller.  The failure to communicate shall not impair

Buyer’s decision to reset the Pricing Rate on any date.

“Principal Payments”:  For any Purchased Asset, all payments and prepayments

of principal received for such Purchased Asset, including insurance and condemnation proceeds

which are permitted by the terms of the Mortgage Loan Documents to be applied to principal and

are, in fact, so applied and recoveries of principal from liquidation or foreclosure which are

permitted by the terms of the Mortgage Loan Documents to be applied to principal and are, in

fact, so applied.

“Prohibited Transferee”:  The meaning set forth in the Fee Letter, which

definition is incorporated by reference herein.

“Purchase Agreement”:  Any purchase agreement between Seller and any

Transferor pursuant to which Seller purchased or acquired an Asset which is subsequently sold to

Buyer hereunder.

“Purchase Date”:  For any Purchased Asset, the date on which such Purchased

Asset is purchased by Buyer from Seller in connection with a Transaction.

“Purchase Price”:  For any Purchased Asset, the price paid by Buyer to Seller on

the Purchase Date in connection with the transfer of such PurchasePurchased Asset from Seller

to Buyer, as (i) reduced by any amount of Margin Deficit transferred by Seller to Buyer pursuant

to Section 4.01 and applied to the Purchase Price of such Purchased Asset, (ii) reduced by any

Principal Payments remitted to the Waterfall Account and which were applied to the Purchase

Price of such Purchased Asset by Buyer pursuant to clause fifth of Section 5.03 or clause fourth

of Section 5.04, (iii) reduced by any payments made by Seller in reduction of the outstanding

Purchase Price of such Purchased Asset, and (iv) increased by any Future Funding Amounts

transferred to Seller by Buyer in connection with a Future Funding Transaction in respect of such

Purchased Asset in accordance with Section 3.11 or any Additional Funding Amounts transferred

to Seller by Buyer in connection with any Additional Funding Transaction in respect of such

Purchased Asset in accordance with Section 3.12.

“Purchase Price Percentage”:  For each Purchased Asset, the percentage

determined by dividing (i) the Purchase Price actually funded to Seller by Buyer in respect of

such Purchased Asset on the Purchase Date therefor as specified in the relevant Confirmation, as

adjusted for Additional Funding Amounts pursuant to Section 3.12, Future Funding Amounts

pursuant to Section 3.11 and Partial Repurchasespartial repurchases pursuant to Section 3.10(a),

by (ii) the Market Valueoutstanding principal balance as of the Purchase Date, as subsequently

adjusted as of the most recent date of any advance, repayment or reduction pursuant to Section

3.10(bc) or Margin Call, each in respect of such Purchased Asset.

“Purchased Assets”:  (a) For any Transaction, each Asset sold by Seller to Buyer

in such Transaction, and (b) for the Transactions in general, all Assets sold by Seller to Buyer, in

each case including, to the extent relating to such Asset or Assets, all of Seller’s right, title and

interest in and to (i) Mortgage Loan Documents, (ii) Servicing Rights, (iii) Servicing Files,

(iv) mortgage guaranties and insurance (issued by Governmental Authorities or otherwise) and

claims, payments and proceeds thereunder, (v) insurance policies, certificates of insurance and

claims, payments and proceeds thereunder, (vi) the principal balance of such Assets, not just the

amount advanced, (vii) amounts from time to time on deposit in the Waterfall Account together

with the Waterfall Account itself, (viii) collection, escrow, reserve, collateral or lock--box

accounts and all amounts and property from time to time on deposit therein, to the extent of

Seller’s or the holder’s interest therein, (ix) Income, (x) security interests of Seller in any

Derivatives Contracts entered into by Underlying Obligors in connection with the Purchased

Asset, (xi) rights of Seller under any letter of credit, guarantee, warranty, indemnity or other

credit support or enhancement, (xii) Interest Rate Protection Agreements relating to such Assets,

(xiii) all of the “Pledged Collateral”, as such term is defined in the Pledge and Security

Agreement, and (xiv) all supporting obligations of any kind; provided, that (A) Purchased Assets

shall not include any obligations of Seller or any Retained Interests, and (B) for purposes of the

grant of security interest by Seller to Buyer set forth in Section 11.01, together with the other

provisions of Article 11, Purchased Assets shall include all of the following: general intangibles,

accounts, chattel paper, deposit accounts, securities accounts, instruments, securities, financial

assets, uncertificated securities, security entitlements and investment property (as such terms are

defined in the UCC) and replacements, substitutions, conversions, distributions or proceeds

relating to or constituting any of the items described in the preceding clauses (i) through (xiv).

“Rating Agencies”:  Each of Fitch, Moody’s and S&P, or if any of the foregoing

are no longer issuing ratings, another nationally recognized rating agency acceptable to Buyer.

“Register”:  Defined in Section 18.08(e).

“REIT”:  A Person satisfying the conditions and limitations set forth in Section

856(b), Section 856(c), and Section 857(a) of the Code and qualifying as a real estate investment

trust, as defined in Section 856(a) of the Code.

“REIT Distribution Amount”: An amount equal to:  (a) (i) the sum of (A) 90% of

the “real estate investment trust taxable income,” within the meaning of Section 857(b)(2) of the

Code and (B) 90% of the excess of the “net income from foreclosure property” within the

meaning of Section 857(b)(4)(B) of the Code over the tax imposed on such income under Section

857(b)(4)(A) of the Code, minus (ii) any “excess noncash income,” as determined in under

Section 857(e) of the Code, in each case calculated with respect to amounts recognized by the

Guarantor in respect of the Purchased Assets during the occurrence and continuance of a Cash

Sweep Trigger Event for U.S. federal income tax purposes, as certified by the Seller to the Buyer

in a written notice setting forth, to Buyer’s reasonable satisfaction, the calculation thereof; minus

(b) any distributions previously made to Seller during the occurrence and continuance of a Cash

Sweep Trigger Event.  For the avoidance of doubt, the REIT Distribution Amount will be

calculated without regard to Guarantor’s ability to declare a consent dividend pursuant to section

565 of the Code.

“Related Credit Enhancement”:  Defined in Section 11.01.

“Release”:  Any generation, treatment, use, storage, transportation, manufacture,

refinement, handling, production, removal, remediation, disposal, presence or migration of

Materials of Environmental Concern on, about, under or within all or any portion of any property

or Mortgaged Property.

“Relevant Governmental Body”:  The Board of Governors of the Federal Reserve

System and/or the Federal Reserve Bank of New York, or a committee officially endorsed or

convened by the Board of Governors of the Federal Reserve System and/or the Federal Reserve

Bank of New York, or any successor thereto.

“Release Amount”:  With respect to any Purchased Asset, an amount equal to the

Release Percentage multiplied by the unpaid Purchase Price of the related Purchased Asset.

“Release Percentage”:  The meaning set forth  in the Fee Letter, which definition

is incorporated herein by reference.

“Remedial Work”:  Any investigation, inspection, site monitoring, containment,

clean--up, removal, response, corrective action, mitigation, restoration or other remedial work of

any kind or nature because of, or in connection with, the current or future presence, suspected

presence, Release or threatened Release in or about the air, soil, ground water, surface water or

soil vapor at, on, about, under or within all or any portion of any property or Mortgaged Property

of any Materials of Environmental Concern, including any action to comply with any applicable

Environmental Laws or directives of any Governmental Authority with regard to any

Environmental Laws.

“REMIC”:  A REMIC, as that term is used in the REMIC Provisions.

“REMIC Provisions”:  Sections 860A through 860G of the Code.

“REOC”:  A Real Estate Operating Company within the meaning of Regulation

Section 2510.3-101(e) of the Plan Asset Regulations.

“Remittance Date”:  The nineteenth (19th) calendar day of each month (or if such

day is not a Business Day, the next following Business Day, or if such following Business Day

would fall in the following month, the next preceding Business Day), or such other day as is

mutually agreed to by Seller and Buyer.

“REOC”:  A Real Estate Operating Company within the meaning of Regulation

Section 2510.3-101(e) of the Plan Asset Regulations.

“Repayment Date”:  The “Repayment Date”, as defined in the Euro Facility

Agreement or the GBP Facility Agreement, as applicable.

“Representation Breach”:  Any representation, warranty, certification, statement

or affirmation made or deemed made by Seller, Pledgor or Guarantor in any Repurchase

Document (including in Schedule 1, other than an MTM Representation) or in any certificate,

notice, report or other document delivered pursuant to any Repurchase Document, that proves to

be incorrect, false or misleading in any material respect when made or deemed made without

regard to any Knowledge or lack of Knowledge thereof by such Person; provided that no

representation or warranty with respect to which a related Approved Representation Exception or

an Approved Defaulted Asset Representation Exception exists shall constitute a Representation

Breach.

“Representation Exceptions”:  With respect to each Purchased Asset, a written list

prepared by Seller and delivered to Buyer either (a) prior to the Purchase Date of such Purchased

Asset or (b) from time to time during the term of this Agreement, specifying, in reasonable

detail, the representations and warranties (or portions thereof) set forth in this Agreement

(including in Schedule 1) that are not satisfied with respect to an Asset or Purchased Asset.

“Repurchase Date”:  For any Purchased Asset, the earliest of (a) three hundred

sixty-four (364) days after the related Purchasethe Maturity Date, as such date may be extended

pursuant to Section 3.05, (b) any Early Repurchase Date therefor, and (c) the Business Day on

which Seller is to repurchase such Purchased Asset as specified by Seller and agreed to by Buyer

in the related Confirmation (including, for the avoidance doubt, the date on which any

Restructure Period shall expire and such Repurchase Date shall be extended to the end of the

Restructure Period if applicable), and (d) the date that is two (2) Business Days prior to the

maturity date (under the related Mortgage Loan Documents) for such Purchased Asset, without

giving effect to any extension of such maturity date, whether by modification, waiver,

forbearance or otherwise (other than (i) extensions at the Underlying Obligor’s option without

requiringwhere the related Mortgage Loan Documents do not require the consent of the lender(s)

thereunder (including Seller) (or for which the Seller's consent may not be unreasonably

withheld, coniditioned or delayed(ii) any maturity date (under the related Mortgage Loan

Documents) which would have occurred but for the occurrence of the related Restructure Period

in accordance with the terms herein and such Repurchase Date shall be extended to the end of the

Restructure Period if applicable) pursuant to the terms of the Mortgage Loan Documents as such

Mortgage Loan Documents existed on the related Purchase Date) that have not been approved by

Buyer in writing in its sole discretion; provided, further that, solely with respect to this clause

(d), the settlement date with respect to such Repurchase Date and Purchased Asset may occur

two (2) Business Days thereafter as provided in Section 3.06).

“Repurchase Documents”:  Collectively, this Agreement, the Custodial

Agreement, the Fee Letter, the Controlled AccountCash Management Agreement, all Interest

Rate Protection Agreements, the Pledge and Security Agreement, the Guarantee Agreement, all

Confirmations, all UCC financing statements, amendments and continuation statements filed

pursuant to any other Repurchase Document, and all additional documents, certificates,

agreements or instruments executed and delivered by Seller, Pledgor and/or Guarantor in

connection with the foregoing Repurchase Documents and any Transaction.

“Repurchase Obligations”:  All obligations of Seller to pay the Repurchase Price

on the Repurchase Date and all other obligations and liabilities of Seller to Buyer arising under

or in connection with the Repurchase Documents, (for the avoidance of doubt, including all

Interest Rate Protection Agreements, whether now existing or hereafter arising, and, without

duplication, all interest and fees that accrue after the commencement by or against Seller,

Pledgor or Guarantor of any Insolvency Proceeding naming such Seller, Pledgor or Guarantor as

the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in

such proceeding (in each case, whether due or accrued).

“Repurchase Price”:  For any Purchased Asset as of any date, an amount equal to

the sum of (a) the outstanding Purchase Price as of such date, (b) the accrued and unpaid Price

Differential for such Purchased Asset as of such date, (c) all other amounts due and payable as of

such date by Seller to Buyer under this Agreement or any Repurchase Document, including any

Release Amounts payable in connection with such Purchased Asset, and (d) any accrued and

unpaid fees and expenses and indemnity amounts, late fees, default interest, breakage costs and

any other amounts owed by Seller, Pledgor or Guarantor to Buyer or any of its Affiliates under

this Agreement or, any Repurchase Document or otherwise.  Notwithstanding the foregoing,

Release Amounts shall not be included in the Repurchase Price for purposes of (i) Section 4.01

and calculating any Margin Deficit and (ii) calculating the Repurchase Price of all Purchased

Assets in the aggregate (and no Release Amount shall be payable in connection with the

repurchase of all remaining Purchased Assets).

“Requirements of Law”:  With respect to any Person or property or assets of such

Person and as of any date, all of the following applicable thereto as of such date: all Governing

Documents and existing and future laws, statutes, rules, regulations, treaties, codes, ordinances,

permits, certificates, orders and licenses of and interpretations by any Governmental Authority

(including, without limitation, Environmental Laws, ERISA, Anti--Corruption Laws, Anti--

Money Laundering Laws, Sanctions, regulations of the Board of Governors of the Federal

Reserve System, and laws, rules and regulations relating to usury, licensing, truth in lending, fair

credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and

privacy), judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other

Governmental Authority having proper jurisdiction over such Person or such Person’s property

or assets.

“Responsible Officer”:  With respect to any Person, the chief executive officer,

the chief financial officer, the chief accounting officer, the treasurer or the chief operating officer

of such Person or such other officer designated as an authorized signatory in such Person’s

Governing Documents.

“Restructure Period”: The meaning set forth in the Fee Letter, which definition is

incorporated by reference herein.

“Retained Interest”:  (a) With respect to any Purchased Asset, (i) all duties,

obligations and liabilities of Seller thereunder, including payment and indemnity obligations,

(ii) all obligations of agents, trustees, servicers, administrators or other Persons under the

documentation evidencing such Purchased Asset, and (iii) if any portion of the Indebtedness

related to such Purchased Asset is owned by another lender or is being retained by Seller, the

interests, rights and obligations under such documentation to the extent they relate to such

portion, and (b) with respect to any Purchased Asset with an unfunded commitment on the part

of Seller, all obligations to provide additional funding, contributions, payments or credits.

“S&P”:  Standard and Poor’s Ratings Services, a division of The McGraw-Hill

Companies, Inc.

“Sanction” or “Sanctions”:  Individually and collectively, any and all economic or

financial sanctions, trade embargoes and anti--terrorism laws, imposed, administered or enforced

from time to time by: (a) the United States of America, including those administered by the U.S.

Treasury Department Office of Foreign Assets Control (OFAC), the U.S. State Department, the

U.S. Department of Commerce, or through any existing or future Executive Order, (b) the United

Nations Security Council, (c) the European Union, (d) the United Kingdom, or (e) any other

governmental authorities with jurisdiction over any of the AML Entities.

“Sanctioned Target”:  Any Person, group, sector,target of Sanctions, including:

(a) Persons on any official list of targets identified or designated pursuant to any Sanctions that is

maintained by a Governmental Authority, (b) Persons located, organized under the laws of, or

resident in countries, or territories that are the target of any comprehensive territorial or country-

based Sanctions program prohibiting transactions or dealings with such Person, (c) Persons that

are the government (as defined in the relevant Sanction(s)) of a country or territory, or country

that is the targetsubject of anycomprehensive Sanctions, including without limitation, any legal

entity prohibiting all transactions or dealings with such a government, (d) Persons that is deemed

to be theare a target of anyor subject to Sanctions based upon the direct or indirectdue to their

ownership or control of such entity by any other Sanctioned Targetof the foregoing parties in (a)

through (c) herein; or (e) otherwise a target or subject of Sanctions, including vessels and aircraft

that are blocked under any Sanctions program.

“Seller”:  The Seller named in the preamble of this Agreement.

“Seller’s Margin Percentage”:  For any Purchased Asset as of any date, the

percentage equivalent of the quotient obtained by dividing one (1) by the Applicable Percentage

for such Purchased Asset as of such date.

“Seller Monetary Threshold”: The meaning set forth in the Fee Letter, which

definition is incorporated by reference herein.

“Senior Employee”:  Any of Stephen Plavin, Thomas C. Ruffing, Douglas

ArmerRobert Sitman, Ana Gonzalez-Iglesias or any other employee with a title equivalent or

more senior to that of “principal” within The Blackstone Group L.PInc. responsible for the

origination, acquisition and/or management of any Purchased Asset.

“Senior Interest”:  (a) A senior or pari passu participation interest in a performing

multi--family or commercial real estate loan, or (b) an “A note” in an “A/B structure” in a

performing multi--family of commercial real estate loan.

“Senior Interest Note”:  (a) The original executed promissory note, participation

or other certificate or other tangible evidence of a Senior Interest, (b) if the Senior Interest is a

senior participation interest, the related original Mortgage Note and (c) if the Senior Interest is a

senior participation interest, the related original participation agreement (or a certified copy

thereof).

“Sequential Pay Purchase Price Threshold”: The meaning set forth in the Fee

Letter, which definition is incorporated by reference herein.

“Sequential Pay Trigger Event”: The meaning set forth in the Fee Letter, which

definition is incorporated by reference herein.

“Sequential Pay Trigger Event Cure”: The meaning set forth in the Fee Letter,

which definition is incorporated by reference herein.

“Sequential Pay Trigger Threshold”: The meaning set forth in the Fee Letter,

which definition is incorporated by reference herein.

“Servicer”:  Prior to May 28, 2025, Midland Loan ServicesServicer and from and

after March 6, Inc.2025, a division of PNC Bank, National AssociationTrimont Servicer, or any

other servicer appointed pursuant to Section 17.01.

“Servicer Event of Default”: With respect to a Servicer, (a) any default or event of

default (however defined) under the Servicing Agreement, in each case beyond applicable notice

and cure periods thereunder, or (b) any failure of such Servicer to be rated by a Rating Agency as

an approved servicer of commercial mortgage loans.

“Servicer Notice”:  A noticeServicer Notice and Irrevocable Instruction Letter in

the form of Exhibit C-1F sent by SellerBuyer to Servicer and Seller, and

countersignedacknowledged and returnedagreed to by Servicer and Seller, directing the

remittance of all Income directly into the Waterfall Account, and certain other directions, as the

same may be amended, restated, supplemented or otherwise modified and in effect from time to

time.

“Servicing Agreement”:  AnPrior to May 28, 2025, the Midland Servicing

Agreement, from and after March 6, 2025 the Trimont Servicing Agreement, and any other

agreement entered into by Buyer (if applicable), Seller and a Servicer for the servicing of

Purchased Assets, acceptable towhich agreement and Servicer has been approved by Buyer.

“Servicing File”:  With respect to any Purchased Asset, the file retained and

maintained by Seller or a Servicer, including the originals or copies of all Mortgage Loan

Documents and other documents and agreements relating to such Purchased Asset, including to

the extent applicable all servicing agreements, files, documents, records, data bases, computer

tapes, insurance policies and certificates, appraisals, other closing documentation, payment

history and other records relating to or evidencing the servicing of such Purchased Asset, which

file shall be held by Seller and/or a Servicer for and on behalf of Buyer.

“Servicing Rights”:  All right, title and interest of Seller, Pledgor, Guarantor or

any Affiliate of Seller, Pledgor or Guarantor in and to any and all of the following:  (a) rights to

service and collect and make all decisions with respect to the Purchased Assets, (b) amounts

received by Seller or any other Person for servicing the Purchased Assets, (c) late fees, penalties

or similar payments with respect to the Purchased Assets, (d) agreements and documents creating

or evidencing any such rights to service, documents, files and records relating to the servicing of

the Purchased Assets, and rights of Seller or any other Person thereunder, (e) escrow, reserve and

similar amounts with respect to the Purchased Assets, (f) rights to appoint, designate and retain

any other servicers, sub--servicers, special servicers, agents, custodians, trustees and liquidators

with respect to the Purchased Assets, and (g) accounts and other rights to payment related to the

Purchased Assets.

“SOFR”:  A rate equal to the secured overnight financing rate as administered by

the SOFR Administrator.

“SOFR Administrator”: The Federal Reserve Bank of New York (or a successor

administrator of the secured overnight financing rate).

“SOFR Administrator’s Website”: The website of the Federal Reserve Bank of

New York, currently at http://www.newyorkfed.org, or any successor source for the secured

overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Average”:  For any Pricing Period, the rate per annum determined by

Buyer as the compounded average of SOFR over a rolling calendar day period of thirty (30) days

(“30-Day SOFR Average”) for the applicable Pricing Rate Determination Date as such rate is

published on the SOFR Administrator’s Website; provided, however, that (i) if as of 5:00 p.m.

(New York City time) on any Pricing Rate Determination Date, such 30-Day SOFR Average has

not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date

with respect to SOFR Average has not occurred, then SOFR Average will be the 30-Day SOFR

Average as published on the SOFR Administrator’s Website for the first preceding U.S.

Government Securities Business Day for which such 30-Day SOFR Average was published on

the SOFR Administrator’s Website so long as such first preceding U.S. Government Securities

Business Day is not more than three (3) U.S. Government Securities Business Days prior to such

Pricing Rate Determination Date and (ii) if the calculation of SOFR Average as determined as

provided above (including pursuant to clause (i) of this proviso) results in a SOFR Average rate

of less than the Floor, SOFR Average shall be deemed to be the Floor for all purposes of this

Agreement and the other Repurchase Documents. Each calculation by Buyer of SOFR Average

shall be conclusive and binding for all purposes, absent manifest error.

“Solvent”:  With respect to any Person at any time, having a state of affairs such

that all of the following conditions are met at such time:  (a) the fair value of the assets and

property of such Person is greater than the amount of such Person’s liabilities (including

disputed, contingent and unliquidated liabilities) as such value is established and liabilities

evaluated for purposes of Section 101(32) of the Bankruptcy Code, (b) the present fair salable

value of the assets and property of such Person in an orderly liquidation of such Person is not

less than the amount that will be required to pay the probable liability of such Person on its debts

as they become absolute and matured, (c) such Person is able to realize upon its assets and

property and pay its debts and other liabilities (including disputed, contingent and unliquidated

liabilities) as they mature in the normal course of business, (d) such Person does not intend to,

and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as

such debts and liabilities mature, and (e) such Person is not engaged in a business or a

transaction, and is not about to engage in a business or a transaction, for which such Person’s

assets and property would constitute unreasonably small capital.

“Special Purpose Entity”: A corporation, limited partnership or limited liability

company that, since the date of its formation (unless otherwise indicated in this Agreement) and

at all times on and after the date hereofClosing Date, has complied with and shall at all times

comply with the provisions of Article 9.

“Stabilization Period”:  The two (2) year period, beginning on the Funding

Expiration Date.

“Subsidiary”: With respect to any Person, any corporation, partnership, limited

liability company or other entity (heretofore, now or hereafter established) of which at least a

majority of the securities or other ownership interests having by the terms thereof ordinary

voting power to elect a majority of the board of directors or other persons performing similar

functions of such corporation, partnership, limited liability company or other entity (without

regard to the occurrence of any contingency) is at the time directly or indirectly owned or

controlled by such Person or one or more Subsidiaries of such Person or by such Person and one

or more Subsidiaries of such Person, and shall include all Persons the accounts of which are with

those of such Person pursuant to GAAP.

“Tax Distribution Amount”:  An amount equal to:  (a) (i) the sum of (A) 90% of

the “real estate investment trust taxable income,” within the meaning of Section 857(b)(2) of the

Code and (B) 90% of the excess of the “net income from foreclosure property” within the

meaning of Section 857(b)(4)(B) of the Code over the tax imposed on such income under Section

857(b)(4)(A) of the Code, minus (ii) any “excess noncash income,” as determined in under

Section 857(e) of the Code, in each case calculated with respect to amounts recognized by the

Guarantor in respect of the Purchased Assets during the Cash Sweep Tail Period for U.S. federal

income tax purposes, as certified by the Seller to the Buyer in a written notice setting forth, to

Buyer’s reasonable satisfaction, the calculation thereof; minus (b) any distributions previously

made to Seller during the Cash Sweep Tail Period pursuant to the last sentence of Section

5.02.  For the avoidance of doubt, the Tax Distribution Amount will be calculated without regard

to Guarantor’s ability to declare a consent dividend pursuant to section 565 of the Code.

“Taxes”:  All present or future taxes, levies, imposts, duties, deductions,

withholdings (including backup withholding), assessments, fees or other charges imposed by any

Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR”:  For any calculation with respect to a Transaction for which Term

SOFR is the Applicable SOFR, the Term SOFR Reference Rate for a tenor of one month on the

applicable Pricing Rate Determination Date, as such rate is published by the Term SOFR

Administrator; provided, however, that (i) if as of 5:00 p.m. (New York City time) on any

Pricing Rate Determination Date the Term SOFR Reference Rate for the applicable tenor has not

been published by the Term SOFR Administrator and a Benchmark Replacement Date with

respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term

SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first

preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate

for such tenor was published by the Term SOFR Administrator so long as such first preceding

U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities

Business Days prior to such Pricing Rate Determination Date and (ii) if the calculation of Term

SOFR as determined as provided above (including pursuant to clause (i) of this proviso) results

in a Term SOFR rate of less than the Floor, Term SOFR shall be deemed to be the Floor for all

purposes of this Agreement and the other Repurchase Documents.

“Term SOFR Administrator”:  CME Group Benchmark Administration Limited

(CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Buyer in its

reasonable discretion).

“Term SOFR Reference Rate”:  The forward--looking term rate based on SOFR.

“Test Period”:  The time period from the first day of each calendar quarter,

through and including the last day of such calendar quarter.

“Termination Notice” That certain letter dated May 28, 2025 from Seller and

Buyer and acknowledged by Midland Servicer and Waterfall Account Bank pursuant to which

Buyer and Seller terminated the Midland Servicing Agreement and the Controlled Account

Agreement.

“Transaction”:  With respect to any Asset, the sale and transfer of such Asset from

Seller to Buyer pursuant to the Repurchase Documents against the transfer of funds from Buyer

to Seller representing the Purchase Price or any additional Purchase Price for such Asset.

“Transaction Request”:  Defined in Section 3.01(a).

“Transferor”:  The seller of an Asset under a Purchase AgreementTransferee”:

Individually and collectively, as the context may require, each of the Euro Lender under the Euro

Facility, the GBP Lender under the GBP Facility, and the Buyer hereunder.

“Transferor”:  Individually and collectively, as the context may require, each of

the Euro Borrower under the Euro Facility, the GBP Borrower under the GBP Facility, and the

Seller hereunder.

"Trimont Servicer” Trimont LLC, a Georgia limited liability company.

“Trimont Servicing Agreement” That certain Servicing Agreement, dated as of

November 25, 2019, among Blackstone Real Estate Special Situations Advisors L.L.C. and

Trimont Servicer, and as amended by that certain Joinder Agreement, dated as of March 6, 2025

among Seller and Trimont Servicer, solely as the same relates to the Purchased Assets (and not

any other assets serviced thereunder) or Seller or Servicer generally.

“Type”:  With respect to a Mortgaged Property, such Mortgaged Property’s

classification as one of the following: multifamily, retail, office, industrial, hospitality, student

housing, medical office product, self-storage or nursing home.

“UCC”:  The Uniform Commercial Code as in effect in the State of New York;

provided, that, if, by reason of a Requirements of Law, the perfection, effect on perfection or

non--perfection or priority of the security interest in any Purchased Asset is governed by the

Uniform Commercial Code as in effect in a jurisdiction other than New York, then “UCC” shall

mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the

provisions hereof relating to such perfection or priority.

“Unadjusted Benchmark Replacement”:  The applicable Benchmark Replacement

excluding the related Benchmark Replacement Adjustment.

“Underlying Obligor”:  Individually and collectively, as the context may require,

the Mortgagor or Mezzanine Borrower and other obligor or obligors under a Purchased Asset,

including (a) any Person who has not signed the related Mortgage Note but owns an interest in

the related Mortgaged Property, which interest has been encumbered to secure such Purchased

Asset, and (b) any other Person who has assumed or guaranteed the obligations of such

Mortgagor under the Mortgage Loan Documents relating to a Purchased Asset.

“Underwriting Issues”:  Means, withWith respect to any Purchased Asset as to

which Seller intends to request a Transaction, Additional Funding Transaction or Future Funding

Transaction, all material information known by Seller that, based on the making of reasonable

inquiries and the exercise of reasonable care and diligence under the circumstances, would be

considered a materially “negative” factor (either separately or in the aggregate with other

information), or a material defect in loan documentation or closing deliveries (such as any

absence of any material Mortgage Loan Document(s)), to a reputable nationally recognized

institutional mortgage buyer in determining whether to originate or acquire the Purchased Asset

in question.

“Underwriting Package”:  With respect to one or more Assets, a summary

memorandum outlining the proposed Transaction or advance, as applicable, including potential

benefits and all material underwriting risks, all Underwriting Issues and all other characteristics

of the proposed Transaction or advance, as applicable, that a reasonable buyer would consider

material.  In addition, the Underwriting Package shall include all of the following, to the extent

applicable and available:

(a)all Mortgage Loan Documents required to be delivered to Custodian under

Section 2.01 of the Custodial Agreement, (b) an Appraisal, (c) the current occupancy

report, tenant stack and rent roll, (d) at least two (2) years of property-level financial

statements, (e) the current financial statement of the Underlying Obligor, (f) the

Mortgage Asset File, (g) third-party reports and agreed-upon procedures, letters and

reports (whether drafts or final forms), site inspection reports, market studies and other

due diligence materials prepared by or on behalf of or delivered to Seller, (h) aging of

accounts receivable and accounts payable, (i) a copy of the Purchase Agreement along

with an annotation stating whether the Purchase Agreement is assignable, (j) any and all

agreements, documents, reports, or other information concerning the Purchased Assets

(including, without limitation, all of the related Mortgage Loan Documents) received or

obtained in connection with the origination of the Purchased Assets, (k) any other

material documents or reports concerning the Purchased Assets prepared or executed by

Seller, Pledgor or Guarantor, (l) if the related Asset was acquired by Seller from a third

party, all documents, instruments and agreements received in respect of the closing of the

acquisition transaction under the Purchase Agreement, and (m) for any Mezzanine Loan,

copies of all documents executed in connection therewith including, without limitation,

the related intercreditor agreement, any co-lender agreement and all similar agreements,

and the Mortgage Loan Documents for the related Whole Loan and (n) such further

documents or information as Buyer may reasonably request.

“Upsize Option”: Defined in Section 3.13.

“U.S. Government Securities Business Day”: Any day except for (i) a Saturday,

(ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association,

or any successor thereto, recommends that the fixed income departments of its members be

closed for the entire day for purposes of trading in United States government securities.

“U.S. Buyer”:  Any Buyer that is a “United States person” as defined in

Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regime” means eachEach of (i) the Federal Deposit

Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd--Frank

Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

“U.S. Tax Compliance Certificate”:  Defined in Section 12.06(e).

“VCOC”: A “venture capital operating company” within the meaning of

Section 2510.3-101(d) of the Plan Asset Regulations.

“Waterfall Account”:  A segregated non--interest bearing account established at

Waterfall Account Bank, in the name of Seller, pledged to Buyer and subject to a Controlled

AccountCash Management Agreement.

“Waterfall Account Bank”:  PNC Bank, National Association, or any other bank

approved by Buyer.

“Wet Mortgage Asset”:  An Eligible Asset for which Seller has delivered a

Transaction Request pursuant to Section 3.01(gh) hereof, and for which a complete Mortgage

Asset File has not been delivered to Custodian prior to the related Purchase Date.

“Whole Loan”:  A performing first priority loan secured by a Mortgage on a

Mortgaged Property.

Section 2.02Rules of Interpretation.  Headings are for convenience only and do

not affect interpretation.  The following rules of this Section 2.02 apply unless the context

requires otherwise.  The singular includes the plural and conversely.  A gender includes all

genders.  Where a word or phrase is defined, its other grammatical forms have a corresponding

meaning.  A reference to an Article, Section, Subsection, Paragraph, Subparagraph, Clause,

Annex, Schedule, Appendix, Attachment, Rider or Exhibit is, unless otherwise specified, a

reference to an Article, Section, Subsection, Paragraph, Subparagraph or Clause of, or Annex,

Schedule, Appendix, Attachment, Rider or Exhibit to, this Agreement, all of which are hereby

incorporated herein by this reference and made a part hereof.  A reference to a party to this

Agreement or another agreement or document includes the party’s successors, substitutes or

assigns permitted by the Repurchase Documents.  A reference to an agreement or document is to

the agreement or document as amended, restated, modified, novated, supplemented or replaced,

except to the extent prohibited by any Repurchase Document.  A reference to legislation or to a

provision of legislation includes a modification, codification, replacement, amendment or

reenactment of it, a legislative provision substituted for it and a rule, regulation or statutory

instrument issued under it.  A reference to writing includes a facsimile or electronic transmission

and any means of reproducing words in a tangible and permanently visible form.  A reference to

conduct includes an omission, statement or undertaking, whether or not in writing.  A Default or

Event of Default has occurred and is continuing until it has been cured or waived in writing by

Buyer.  The words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement as

a whole and not to any particular provision of this Agreement, unless the context clearly requires

or the language provides otherwise.  The word “including” is not limiting and means “including

without limitation.”  The word “any” is not limiting and means “any and all” unless the context

clearly requires or the language provides otherwise.  In the computation of periods of time from a

specified date to a later specified date, the word “from” means “from and including,” the words

“to” and “until” each mean “to but excluding,” and the word “through” means “to and

including.”  The words “will” and “shall” have the same meaning and effect.  A reference to day

or days without further qualification means calendar days.  A reference to any time means New

York time.  This Agreement may use several different limitations, tests or measurements to

regulate the same or similar matters.  All such limitations, tests and measurements are

cumulative and shall each be performed in accordance with their respective terms.  Unless the

context otherwise clearly requires, all accounting terms not expressly defined herein shall be

construed in accordance with GAAP, and all accounting determinations, financial computations

and financial statements required hereunder shall be made in accordance with GAAP, without

duplication of amounts, and on a consolidated basis with all Subsidiaries.  All terms used in

Articles 8 and 9 of the UCC, and used but not specifically defined herein, are used herein as

defined in such Articles 8 and 9.  A reference to “fiscal year” and “fiscal quarter” means the

fiscal periods of the applicable Person referenced therein.  A reference to an agreement includes

a security interest, guarantee, agreement or legally enforceable arrangement whether or not in

writing.  A reference to a document includes an agreement (as so defined) in writing or a

certificate, notice, instrument or document, or any information recorded in computer disk form.

Whenever a Person is required to provide any document to Buyer under the Repurchase

Documents, the relevant document shall be provided in writing or printed form unless Buyer

requests otherwise.  At the request of Buyer, the document shall be provided in computer disk

form or both printed and computer disk form.  The Repurchase Documents are the result of

negotiations between the Parties, have been reviewed by counsel to Buyer and counsel to Seller,

and are the product of both Parties.  No rule of construction shall apply to disadvantage one Party

on the ground that such Party proposed or was involved in the preparation of any particular

provision of the Repurchase Documents or the Repurchase Documents themselves.  Except

where otherwise expressly stated, Buyer may give or withhold, or give conditionally, approvals

and consents, and may form opinions and make determinations, in its sole and absolute

discretion subject in all cases to the implied covenant of good faith and fair dealing.  Reference

herein or in any other Repurchase Document to Buyer’s discretion, shall mean, unless otherwise

expressly stated herein or therein, Buyer’s sole and absolute discretion, and the exercise of such

discretion shall be final and conclusive.  In addition, whenever Buyer has a decision or right of

determination, opinion or request, exercises any right given to it to agree, disagree, accept,

consent, grant waivers, take action or no action or to approve or disapprove (or any similar

language or terms), or any arrangement or term is to be satisfactory or acceptable to or approved

by Buyer (or any similar language or terms), the decision of Buyer with respect thereto shall,

except where otherwise expressly stated, be in the sole and absolute discretion of Buyer, and

such decision shall be final and conclusive, except as may be otherwise specifically provided

herein.  Reference herein or in any other Repurchase Document to Buyer’s discretion, Buyer’s

sole discretion or Buyer’s sole and absolute discretion, shall mean, unless otherwise expressly

stated herein or therein, Buyer’s sole and absolute discretion, and, in all cases, subject to the

implied covenant of good faith and fair dealing under New York law in effect on the Closing

Date.

Section 2.03Rates.  Buyer does not warrant or accept any responsibility for, and

shall not have any liability with respect to, (i) the continuation of, administration of, submission

of, calculation of or any other matter related to any offered rate, the rates in any Benchmark, any

component definition thereof or rates referred to in the definition thereof or with respect to any

alternative, successor or replacement rate thereto (including any then--current Benchmark or any

Benchmark Replacement), including whether the composition or characteristics of any such

alternative, successor or replacement rate (including any Benchmark Replacement), as it may or

may not be adjusted pursuant to Section 12.01, will be similar to, or produce the same value or

economic equivalence of, or have the same volume or liquidity as, such Benchmark or any other

Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or

composition of any Conforming Changes.  Buyer and its Affiliates or other related entities may

engage in transactions that affect the calculation of a Benchmark, any alternative, successor or

replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in

each case, in a manner that may be adverse to Seller.  Buyer may select information sources or

services in its reasonable discretion to ascertain any Benchmark, any component definition

thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this

Agreement, and shall have no liability to Seller or any other person or entity for damages of any

kind, including direct or indirect, special, punitive, incidental or consequential damages, costs,

losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for

any error or calculation of any such rate (or component thereof) provided by any such

information source or service.

ARTICLE 3ARTICLE 3

THE TRANSACTIONS

Section 3.01Procedures

(a)From time to time during the Funding Period, with not less than three (3)

Business Days prior written notice to Buyer, Seller may request Buyer to enter into a proposed

Transaction by sending Buyer written notice of such request (which notice may be given via

email) (such request, a “Transaction Request”), which Transaction Request shall:  (i) describe the

Transaction and each proposed Asset and any related Mortgaged Property and other security

therefor in reasonable detail, (ii) transmit a complete Underwriting Package for each proposed

Asset, and (iii) set forth the Representation Exceptions, if any, with respect to each proposed

Asset.  Seller shall promptly deliver to Buyer any supplemental materials requested at any time

by Buyer.  Buyer shall conduct such review of the Underwriting Package and each such Asset as

Buyer determines appropriate.  Buyer shall determine whether or not it is willing to purchase any

or all of the proposed Assets, and if so, on what terms and conditions.  In connection with such

review and determination, Buyer may also consider the pro forma effect that acquiring the

proposed Purchased Asset would have on the concentrations of specific asset categories.  It is

expressly agreed and acknowledged that Buyer is entering into the Transactions on the basis of

all such representations and warranties and on the completeness and accuracy of the information

contained in the applicable Underwriting Package, and any incompleteness or inaccuracies in the

related Underwriting Package will only be acceptable to Buyer if disclosed in writing to Buyer

by Seller in advance of the related Purchase Date, and then only if Buyer opts to purchase the

related Purchased Asset from Seller notwithstanding such incompleteness and inaccuracies.  In

the event of a Representation Breach, Seller shall repurchase the related Asset or Assets in

accordance with Section 3.06 and all other requirements set forth in this Agreement.

(b)Buyer shall give Seller notice of the date when Buyer has received a

complete Underwriting Package and supplemental materials.  Buyer shall endeavor to

communicate to Seller a preliminary non-binding determination of whether or not it is willing to

purchase any or all of such Assets, and if so, on what terms and conditions, within ten (10)

Business Days after such date, and if its preliminary determination is favorable, by what date

Buyer expects to communicate to Seller a final non-binding indication of its determination.  If

Buyer has not communicated its final non-binding indication to Seller by such date, Buyer shall

automatically and without further action be deemed to have determined not to purchase any such

Asset.

(c)If Buyer communicates to Seller a final non-binding determination that it

is willing to purchase any or all of such Assets, Seller shall deliver to Buyer an executed

preliminary Confirmation for such Transaction, describing each such Asset and its proposed

Purchase Date, Market Value, Applicable Percentage, Purchase Price Percentage, Purchase Price,

Maximum Purchase Price and such other terms and conditions as Buyer may require.  If Buyer

requires changes to the preliminary Confirmation, Seller shall make such changes and re-execute

the preliminary Confirmation.  If Buyer determines to enter into the Transaction on the terms

described in the preliminary Confirmation, Buyer shall promptly execute and return the same to

Seller, which shall thereupon become effective as the Confirmation of the Transaction.  Buyer’s

approval of the purchase of an Asset on such terms and conditions as Buyer may require shall be

evidenced only by its execution and delivery of the related Confirmation.  For the avoidance of

doubt, Buyer shall not be bound by any preliminary or final non-binding determination referred

to above, unless and until all applicable conditions precedent in Article 6 have been satisfied or

waived by Buyer.

(d)Each Confirmation, together with this Agreement, shall be conclusive

evidence of the terms of the Transaction covered thereby, and shall be construed to be

cumulative to the extent possible.  If terms in a Confirmation are inconsistent with terms in this

Agreement with respect to a particular Transaction, the Confirmation shall prevail.  Whenever

the outstanding Purchase Price, Maximum Purchase Price, Purchase Price Percentage or any

other term of a Transaction (other than the Pricing Rate and Applicable Percentage) with respect

to an Asset is revised or adjusted in accordance with this Agreement for any reason, including,

without limitation, due to any transfer of an Additional Funding Amount, Future Funding

Transaction, reduction of the Maximum Purchase Price pursuant to Section 3.10(bc) or other

application of principal, or payment of a Margin Deficit hereunder, an amended and restated

Confirmation reflecting such revision or adjustment and that is otherwise acceptable to the

Parties shall be prepared by Seller and executed by the Parties.

(e)The fact that Buyer has conducted or has failed to conduct any partial or

complete examination or any other due diligence review of any Asset or Purchased Asset shall in

no way affect any rights Buyer may have under the Repurchase Documents or otherwise with

respect to any representations or warranties or other rights or remedies thereunder or otherwise,

including the right to determine at any time that such Asset or Purchased Asset is not an Eligible

Asset.

(f)No Transaction shall be entered into if (i) any Margin Deficit, Default,

Event of Default or Material Adverse Effect exists or would exist as a result of such Transaction,

(ii) the Repurchase Date for the Purchased Assets subject to such Transaction would be later than

the Maturity Date, (iii) the proposed Purchased Asset does not qualify as an Eligible Asset on the

Purchase Date, (iv) the Maximum Concentration Limit would be exceeded, (v) after giving effect

to such Transaction, the aggregate Repurchase Price of all Purchased Assets subject to

Transactions then outstanding would exceed the Maximum Amount, (viv) other than with respect

to Additional Funding Transactions and Future Funding Transactions, the Funding Period

Expiration Date has occurred, (vii) for all Transactions, including Additional Funding

Transactions, the Stabilization Period has ended, or (viiivi) all Mortgage Loan Documents have

not been delivered to Custodian in accordance with the applicable provisions of this Agreement

and the Custodial Agreement.

(g)In addition to the foregoing provisions of this Section 3.01, solely with

respect to any Mezzanine Related Mortgage Asset owned by Seller that is being purchased by

Buyer hereunder, Seller shall (i) as part of the Underwriting Package, provide Buyer with such

information regarding the related Mezzanine Loans as Buyer may request including, without

limitation, any related intercreditor, co-lender or similar agreements, and (ii) in connection with

the purchase thereof by Buyer, convey, transfer and assign to Buyer, for no additional

consideration from Buyer, each Mezzanine Loan relating to such Mezzanine Related Mortgage

Asset owned by Seller, Guarantor or any of their respective Affiliates to Buyer, in form and

substance satisfactory to Buyer, together with all other documents necessary to effect such

collateral assignment, in each case as determined by Buyer and its counsel in their discretion.

(h)(g) In addition to the foregoing provisions of this Section 3.01, solely with

respect to any Wet Mortgage Asset, a copy of the related Confirmation shall be delivered by

Seller to Bailee no later than noon (New York City time) one (1) Business Day prior to the

requested Purchase Date, to be held in escrow by Bailee on behalf of Buyer pending finalization

of the Transaction.

(i)(h) Notwithstanding any of the foregoing provisions of this Section 3.01 or

any contrary provisions set forth in the Custodial Agreement, solely with respect to any Wet

Mortgage Asset:

(i)by 12:00 p.m. (New York City time) on the Purchase Date, Seller or

Bailee shall deliver signed .pdf copies of the Mortgage Loan Documents to Custodian via

electronic mail, and Seller shall deliver the appropriate written third--party wire transfer

instructions to Buyer;

(ii)not later than 12:00 p.m. (New York City time) on the Purchase Date,

(A) Bailee shall deliver an executed .pdf copy of the Bailee Agreement to Seller, Buyer

and Custodian by electronic mail and (B) if Buyer has previously received the trust

receipt in accordance with Section 3.01(b) of the Custodial Agreement, determined that

all other applicable conditions in this Agreement, including without limitation those set

forth in Section 6.02 hereof, have been satisfied, and otherwise has agreed to purchase the

related Wet Mortgage Asset, Buyer shall (I) execute and deliver a .pdf copy of the related

Confirmation to Seller and Bailee via electronic mail and (II) wire funds in the amount of

the Purchase Price for the related Wet Mortgage Asset in accordance with the wire

transfer instructions that were previously delivered to Buyer by Seller; and

(iii)within three (3) Business Days after the applicable Purchase Date with

respect to any Wet Mortgage Asset, Seller shall deliver, or cause to be delivered (A) to

Custodian, the complete original Mortgage Asset File with respect to such Wet Mortgage

Asset, pursuant to and in accordance with the terms of the Custodial Agreement, and (B)

to Buyer, the complete original Underwriting Package with respect to the related Wet

Mortgage Assets purchased by Buyer; provided, that if Seller cannot deliver, or cause to

be delivered within three (3) Business Days, (A) any Basic Mortgage Asset Document to

Custodian that is required by its terms to be recorded, due to a delay caused solely by the

public recording office where such document or instrument has been delivered for

recordation, then Seller shall deliver to Custodian (x) within three (3) Business Days of

the applicable Purchase Date, a copy thereof (certified by Seller to be a true and complete

copy of the original thereof submitted for recording) and (y) within ninety (90) days of

the applicable Purchase Date, either the original of such document, or a photocopy

thereof, with evidence of recording thereon and (B) any document in the Mortgage Asset

File other than a Basic Mortgage Asset Document, due to an unavoidable delay outside

the control of Seller, then Seller shall deliver to Custodian within thirty (30) days of the

applicable Purchase Date, either the original of such document, or a photocopy thereof

certified by Seller to be a true and correct copy of the original.  For the avoidance of

doubt (A) Seller shall, in all cases, deliver the original Mortgage Note or, (i) in the case

of a Senior Interest consisting of a participation interest, the original participation

certificate to Buyer, or (ii) in the case of a Mezzanine Loan, the original Mezzanine Note

and each original certificate representing the related Equity Interests together with an

undated stock power covering each certificate, duly executed in blank to Buyer, in each

case within three (3) Business Days of the applicable Purchase Date and (B) Buyer may,

but shall not obligated to, consent to such later date for delivery of any part of the

Mortgage Asset File as Buyer sees fit, in Buyer’s sole discretion.

Section 3.02Transfer of Purchased Assets; Servicing Rights.  On the Purchase

Date for each Purchased Asset, and subject to the satisfaction of all applicable conditions

precedent in Article 6, (a) ownership of and title to such Purchased Asset shall be transferred to

and vest in Buyer or its designee against the simultaneous transfer of the Purchase Price to the

account of Seller specified in Annex 1 (or if not specified therein, in the related Confirmation or

as directed by Seller), and (b) Seller hereby sells, transfers, conveys and assigns to Buyer on a

servicing-released basis all of Seller’s right, title and interest (except with respect to any

Retained Interests) in and to such Purchased Asset, together with all related Servicing Rights.

Subject to this Agreement, during the Funding Period, Seller may sell to Buyer, repurchase from

Buyer and re--sell Eligible Assets to Buyer, but may not substitute other Eligible Assets for

Purchased Assets.  Buyer has the right to designate each Servicer of the Purchased Assets; the

Servicing Rights and other servicing provisions under this Agreement are not severable from or

to be separated from the Purchased Assets under this Agreement; and, such Servicing Rights and

other servicing provisions of this Agreement constitute (a) “related terms” under this Agreement

within the meaning of Section 101(47)(A)(i) of the Bankruptcy Code and/or (b) a security

agreement or other arrangement or other credit enhancement related to the Repurchase

Documents.  To the extent any additional limited liability company is formed by a Division of

Seller (and without prejudice to Sections 8.01 and 9.01 hereof), Seller shall cause each such

Division LLC to sell, transfer, convey and assign to Buyer on a servicing released basis and for

no additional consideration all of each such Division LLC’s right, title and interest in and to each

Purchased Asset, together with all related Servicing Rights in the same manner and to the same

extent as the sale, transfer, conveyance and assignment by Seller on each related Purchase Date

of all of Seller’s right, title and interest in and to each Purchased Asset, together with all related

Servicing Rights.

Section 3.03Maximum Amount.  The aggregate outstanding Purchase Price for

all Purchased Assets as of any date of determination shall not exceed the Maximum Amount.  If

the aggregate outstanding Purchase Price of the Purchased Assets as of any date of determination

exceeds the Maximum Amount, Seller shall immediately pay to Buyer an amount necessary to

reduce such aggregate outstanding Purchase Price to an amount equal to or less than the

Maximum Amount.

Section 3.04Early Repurchase Date; Mandatory Repurchases.

(a)Seller may terminate any Transaction with respect to any or all Purchased

Assets and repurchase such Purchased Assets on any Business Day prior to the Repurchase Date

(an “Early Repurchase Date”); provided, that (ai) with respect to repurchases (iA) in connection

with a breach of representation or warranty pursuant to Section 3.01 or a Margin Deficit payment

pursuant to Section 4.01(b), Seller provides Buyer with prior written notice of the Early

Repurchase Date, (iiB) in connection with the repurchase by Seller of all Purchased Assets from

Buyer following receipt by Seller of a written notice from Buyer pursuant to Section 12.01,

following the occurrence of any of the events set forth in Section 12.02, or in connection with the

repayment in full of a Mortgage Loan by the related Underlying Obligor, in each case, Seller

provides Buyer with one (1) Business Day’s notice prior to the related Early Repurchase Date,

and (iii) in connection with any other early repurchase made by Seller, Seller must notify Buyer

at least three (3) Business Days before the proposed Early Repurchase Date, in each case,

identifying the Purchased Asset(s) to be repurchased and the Repurchase Price thereof, (bii) no

Margin Deficit, Default or Event of Default has occurred and is continuing (or would exist as a

result of such repurchase), unless the same would be cured by such repurchase, (ciii) if the Early

Repurchase Date is not a Remittance Date, Seller pays to Buyer any amount due under

Section 12.03 and pays all amounts due to any Affiliated Hedge Counterparty under the related

Interest Rate Protection Agreement, and (div) except in connection with an early repurchase

resulting from a Principal Payment or Margin Deficit payment, Representation Breach or

Default, or in connection with Sections 12.01 or 12.02, Seller pays to Buyer any Exit Fee due in

accordance with Section 3.07, and Seller thereafter complies with Section 3.06. Notwithstanding

anything to the contrary in this Section 3.04(a), if any Sequential Pay Trigger Event, Cash Sweep

Trigger Event or Collateral Diversity Test Failure shall have occurred and be continuing, then

Seller shall only be permitted to voluntarily repurchase a Purchased Asset if the related

Purchased Asset is sold by Seller to a third party pursuant to an arms’ length sale and the

proceeds of such sale are deposited into the Waterfall Account and applied in accordance with

the order of priority set forth in Article V, and as if such proceeds were Principal Payments.

In addition to other rights and remedies of Buyer under any Repurchase

Document, Seller shall, in accordance with the procedures set forth in Section 3.06, immediately

(a) repurchase any Purchased Asset that no longer qualifies as an Eligible Asset, as determined

by Buyer, and (b) reduce the outstanding Purchase Price of any Purchased Asset with respect to

which the Maximum Concentration Limit is exceeded by the amount necessary to cause the

outstanding Purchase Price of such Purchased Asset to be equal to or less than the Maximum

Concentration Limit

(b)For the avoidance of doubt, in connection with any Mezzanine Loan

transferred and pledged to Buyer in connection with any Purchased Asset hereunder, Buyer’s

advance of Purchase Price in respect of the related Transaction is made solely with respect to the

Whole Loan or Senior Interest subject to such Transaction. Seller acknowledges and agrees that

the Mezzanine Loan related to such Purchased Asset is transferred and pledged to Buyer as

additional collateral in support of the Purchase Price advanced by Buyer in respect of such

Whole Loan or Senior Interest. Accordingly, (i) Seller shall not be permitted to repurchase any

Whole Loan or Senior Interest hereunder unless Seller shall simultaneously repurchase the

related Mezzanine Loan and (ii) Seller shall not be permitted to repurchase the related

Mezzanine Loan unless Seller shall simultaneously repurchase the related Whole Loan or Senior

Interest that is a Purchased Asset hereunder.

Section 3.05Extension of Repurchase Dates. Prior to the Maturity Date,

atFunding Period. At the request of Seller delivered to Buyer within thirty (30) days prior to the

then-current Repurchase Date, Seller may elect to extend the Repurchase Date for the related

Purchased AssetFunding Period Expiration Date, or any anniversary thereof, as applicable,

Buyer may, in its sole discretion, extend the Funding Period for an additional period not to

exceed the earlier of one (x1) three hundred sixty-four (364) days and (y)  the Repurchase Date

for the related Purchased Asset pursuant to clause (b)year by giving notice to Seller approving

such extension prior to the Funding Period Expiration Date, (c)or (d) of the definition of

Repurchase Date (including the proviso thereto), as applicable, so long as, on the date of such

request,applicable anniversary thereof, as applicable. Any failure of Buyer to so deliver such

notice approving the extension shall be deemed to be Buyer’s determination not to extend the

Funding Period. Any extension of the Funding Period shall be subject to the following: (i) no

Default or Event of Default has occurred and is continuingexists on the date of the request to

extend the Funding Period, (ii) no Margin Deficit shall be outstanding, and (iii) Buyer has

received payment from Seller of the Annual Funding Fee with respect to the related Purchased

Asset.  For the avoidance of doubt, in no event may the Repurchase Date for any Purchased

Asset be extended beyond the date that is two (2) Business Days prior to the maturity date of

such Purchased Assetshall have paid to Buyer any fees then-currently due and owing to Buyer

pursuant to this Agreement.

Section 3.06Repurchase.  On the Repurchase Date for each Purchased Asset,

Seller shall transfer to Buyer the Repurchase Price for such Purchased Asset as of the

Repurchase Date, and pay all amounts due to any Affiliated Hedge Counterparty under the

related Interest Rate Protection Agreement and, so long as no Event of Default has occurred and

is continuing, Buyer shall transfer to Seller such Purchased Asset, whereupon the Transaction

with respect to such Purchased Asset shall terminate; provided, however, that, with respect to

any Repurchase Date that occurs on the second (2nd) Business Day prior to the Purchased Asset

prepayment date, scheduled maturity date (under the related Mortgage Loan Documents) for

such Purchased Asset by reason of clauseclauses (db) or (c) of the definition of “Repurchase

Date”, settlement of the payment of the Repurchase Price and such amounts may occur up to the

second (2nd) Business Day after such Repurchase Date.  So long as no Event of Default has

occurred and is continuing, Buyer shall be deemed to have simultaneously released its security

interest in such Purchased Asset, shall authorize Custodian to release to Seller the Mortgage

Loan Documents for such Purchased Asset and, to the extent any UCC financing statement filed

against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment

thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s

security interest therein.  Any such transfer or release shall be without recourse to Buyer and

without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the

extent that good title was transferred and assigned by Seller to Buyer hereunder on the related

Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other

interests or Liens caused by Buyer’s actions or inactions.  Notwithstanding the notice periods set

forth in Section 3.04, in no event shall Buyer be required to return the Mortgage Asset File

related to any Purchased Asset repurchased in total by Seller prior to the later of (x) the third

Business Day following the date on which Buyer and Custodian receive written notice of such

repurchase request and (y) one (1) Business Day after the related Repurchase Date (or upon the

receipt of the Repurchase Price if the repurchase is in connection with the sale of the Purchased

Asset to a third party or a repayment in full by the Underlying Obligor).  Any Income with

respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of

the Repurchase Price therefor shall be remitted to Seller as soon as reasonably possible

thereafter.  Notwithstanding the foregoing, Seller shall repurchase all Purchased Assets no later

than the Maturity Date by paying to Buyer the outstanding Repurchase Price therefor and all

other outstanding Repurchase Obligations.  Notwithstanding any provision to the contrary

contained elsewhere in any Repurchase Document, at any time during the existence of an

unsatisfied Margin Deficit, an uncured monetary or material non--monetary Default or an Event

of Default (each as determined by Buyer in its sole discretion), Seller shall only be permitted to

repurchase a Purchased Asset in connection with a full payoff of all amounts due in respect of

such Purchased Asset by the Underlying Obligor, if Seller shall pay directly to Buyer an amount

equal to the greater of (y) one--hundred percent (100%) of the net proceeds paid in connection

with the relevant payoff and (z) one hundred percent (100%) of the net proceeds received by

Seller in connection with the sale of such Purchased Asset.  The portion of all such net proceeds

in excess of the then--current Repurchase Price of the related Purchased Asset shall be applied by

Buyer to reduce any other amounts then due and payable to Buyer under this Agreement in

accordance with Article 5 of this Agreement.

Section 3.07Payment of Price Differential and Fees.

(a)Notwithstanding that Buyer and Seller intend that each Transaction

hereunder constitute sales to Buyer of the Purchased Assets, Seller shall pay to Buyer the

accrued value of the Price Differential for each Purchased Asset on each Remittance Date.

Buyer shall give Seller notice of the Price Differential and any fees and other amounts due under

the Repurchase Documents on or prior to the second (2nd) Business Day preceding each

Remittance Date; provided, that Buyer’s failure to deliver such notice shall not affect Seller’s

obligation to pay such amounts.  If the Price Differential includes any estimated Price

Differential, Buyer shall recalculate such Price Differential after the Remittance Date and, if

necessary, make adjustments to the Price Differential amount due on the following Remittance

Date.

(b)Seller and Guarantor shall pay to Buyer all fees and other amounts as and

when due as set forth in this Agreement including, without limitation:

(i)the Annual Funding Fee, with respect to each Purchased Asset, which

shall be payable by Seller and Guarantor as set forth in the Fee Letter; and

(ii)the Exit Fee, which shall be due and payable in accordance with the terms

and provisions as set forth in Section 2 of the Fee Letter and hereby incorporated by

reference.

(c) Seller and Buyer each agree that, to the extent that Guarantor or any

Subsidiary of Guarantor, is a seller, borrower or obligor under any other repurchase agreement,

loan agreement, warehouse facility, guaranty or similar credit facility (whether now in effect or

that comes into effect at any time during the term of this Agreement), backed by commercial real

estate collateral similar to the Eligible Assets, with funded balances that may increase and

decrease, and that has provisions regarding the payment of non-usage fees, or any other similar

fee, that are more restrictive to the seller, borrower or obligor thereunder or that are otherwise

more favorable to the related lender or buyer thereunder than the terms set forth in this

Agreement, then any such provisions shall, with no further action required on the part of either

Seller or Buyer, automatically be deemed to be a part of this Agreement, mutatis mutandis, and

be incorporated herein, and Seller hereby agrees to comply with such new, more restrictive and/

or more favorable terms, as applicable, at all times throughout the remaining term of this

Agreement.  Seller agrees to promptly notify Buyer of the execution of any agreement or other

document described in this Section 3.07(c).  Seller further agrees, at Buyer’s request, to execute

and deliver any related amendments to this Agreement, each in form and substance acceptable to

Buyer, provided that the execution of any such amendment shall not be a precondition to the

effectiveness of this Section 3.07(c), but shall merely be for the convenience of Seller and Buyer.

Section 3.08Payment, Transfer and Custody.

(a)Unless otherwise expressly provided herein, all amounts required to be

paid or deposited by Seller, Pledgor, Guarantor or any other Person under the Repurchase

Documents shall be paid or deposited in accordance with the terms hereof no later than (i) for

purposes of calculating Price Differential hereunder, 3:00 p.m. on the day when due, and (ii) for

all other purposes, 5:00 p.m. on the day when due, in each case, in immediately available Dollars

and without deduction, set--off or counterclaim, and if not received before such time shall be

deemed to be received on the next Business Day.  Whenever any payment under the Repurchase

Documents shall be stated to be due on a day other than a Business Day, such payment shall be

made on the next following Business Day, and such extension of time shall in such case be

included in the computation of such payment.  Seller, Guarantor and Pledgor shall, to the extent

permitted by Requirements of Law, pay to Buyer interest in connection with any amounts not

paid when due under the Repurchase Documents, which interest shall be calculated at a rate

equal to the Default Rate, until all such amounts are received in full by Buyer.  Amounts payable

to Buyer and not otherwise required to be deposited into the Waterfall Account shall be

deposited into an account of Buyer as directed by Buyer in writing.  Seller shall have no rights

in, rights of withdrawal from, or rights to give notices or instructions regarding Buyer’s account

or the Waterfall Account.

(b)Any Mortgage Loan Documents not delivered to Buyer or Custodian on

the relevant Purchase Date and subsequently received or held by Seller are and shall be held in

trust by Seller or its agent for the benefit of Buyer as the owner thereof.  Seller or its agent shall

maintain a copy of such Mortgage Loan Documents and the originals of the Mortgage Loan

Documents not delivered to Buyer or Custodian.  The possession of Mortgage Loan Documents

by Seller or its agent is in a custodial capacity only at the will of Buyer for the sole purpose of

assisting the related Servicer with its duties under the Servicing Agreement.  Each Mortgage

Loan Document retained or held by Seller or its agent shall be segregated on Seller’s books and

records from the other assets of Seller or its agent, and the books and records of Seller or its

agent shall be marked to reflect clearly the sale of the related Purchased Asset to Buyer on a

servicing-released basis.  Seller or its agent shall release its custody of the Mortgage Loan

Documents only in accordance with written instructions from Buyer, unless such release is

required as incidental to the servicing of the Purchased Assets by Servicer or is in connection

with a repurchase of any Purchased Asset by Seller, in each case in accordance with the

Custodial Agreement.

Section 3.09Repurchase Obligations Absolute.  All amounts payable by Seller

under the Repurchase Documents shall be paid without notice, demand, counterclaim, set--off,

deduction or defense (as to any Person and for any reason whatsoever) and without abatement,

suspension, deferment, diminution or reduction (as to any Person and for any reason

whatsoever), and the Repurchase Obligations shall not be released, discharged or otherwise

affected, except as expressly provided herein, by reason of:  (a) any damage to, destruction of,

taking of, restriction or prevention of the use of, interference with the use of, title defect in,

encumbrance on or eviction from, any Purchased Asset, the Pledged Collateral or related

Mortgaged Property, (b) any Insolvency Proceeding relating to Seller or any Underlying Obligor,

or any action taken with respect to any Repurchase Document or Mortgage Loan Document by

any trustee or receiver of Seller or any Underlying Obligor or by any court in any such

proceeding, (c) any claim that Seller has or might have against Buyer under any Repurchase

Document or otherwise, (d) any default or failure on the part of Buyer to perform or comply with

any Repurchase Document or other agreement with Seller, (e) the invalidity or unenforceability

of any Purchased Asset, Repurchase Document or Mortgage Loan Document, or (f) any other

occurrence whatsoever, whether or not similar to any of the foregoing, and whether or not Seller

has notice or Knowledge of any of the foregoing.  The Repurchase Obligations and all Other

Facility Repayment Obligations shall be full recourse to Seller, and limited recourse to Guarantor

as set forth in the Guarantee Agreement, it being expressly agreed that Seller is liable to each

Other Facility Lender for all obligations of each Other Facility Borrower under each Other

Facility Agreement, including, without limitation, the related Other Facility Repayment

Obligations.  This Section 3.09 shall survive the termination of the Repurchase Documents and

the payment in full of the Repurchase Obligations.

Section 3.10Partial Repurchases.

(a)On any Business Day prior to the applicable Repurchase Date for a

Purchased Asset, Seller shall have the right, from time to time, to transfer to Buyer cash, together

with a signed, revised Confirmation, for the purpose of reducing the outstanding Purchase Price

of, but not terminating, a Transaction and without the release of any Purchased Assets; provided,

that (i) any such reduction in outstanding Purchase Price occurring on a date other than a

Remittance Date shall be required to be accompanied by payment of any other amounts due and

payable by Seller under this Agreement (including, without limitation, under Section 12.03) and

under any related Interest Rate Protection Agreement(s) with respect to such Purchased Asset,

(ii) such transfer of cash to Buyer shall be in an amount no less than $1,000,000the Minimum

Transaction Threshold, and (iii) Seller shall provide Buyer with one (1) Business Day’s prior

notice with respect to a reduction in outstanding Purchase Price in an amount greater than

$5,000,000 occurring on any date that is not a Remittance Date.  The revised Confirmation shall

not be effective until executed by Buyer and delivered to Seller in accordance with Section

3.01(c).

(b)ToFollowing the extent that the Purchase PriceFunding Period Expiration

Date, no partial repurchase of anya Purchased Asset is reduced by Seller pursuant to clause (a)

above, such thatshall reduce the related Purchase Price, immediately after giving effect to such

partial repurchase is to less than fifty percent (50%) of the Maximum Purchase Price of such

Purchased Asset, on the date of such partial repurchase, the Additional Funding Capacity shall be

permanently reduced by the amount equal to the difference between (i) fifty percent (50%) of the

Maximum Purchase Price of such Purchased.

(c)In connection with any modification of a Credit Risk Asset (for the

avoidance of doubt, after first reducing such amount by an amount equal to all prior reductions,

if any, under this Section 3.10(b)) and (ii) the Purchase Price of such Purchased Asset following

the application of such reduction to the Purchase Price pursuant to this Section 3.10(b) which

causes the Purchase Price to be less than fifty percent (50%) of the Maximum Purchase Price (as

permanently reduced in the manner set forth herein); provided that Buyer may,which Buyer

approval is required under this Agreement, Buyer shall have the right to redetermine the

Applicable Percentage and Maximum Applicable Percentage for such Credit Risk Asset in its

solereasonable discretion, waive any such permanent reduction of the Additional Funding

Capacity and if applicable make a resulting Margin Call pursuant to Section 4.01.

Section 3.11Future Funding Transaction.  Buyer’s agreement to enter into any

Future Funding Transaction is subject to the satisfaction of the following conditions precedent,

both immediately prior to entering into such Future Funding Transaction and also after giving

effect to the consummation thereof:

(a)Seller shall give Buyer written notice of each Future Funding Transaction,

together with aan amended and restated Confirmation prior to the related Future Funding Date,

signed by a Responsible Officer of Seller.  Each amended Confirmation (i) shall identify the

related Purchased Asset, (ii) shall identify Buyer and Seller, (iii) shall set forth the requested

Future Funding Amount (which amount, together with all prior Future Funding Amounts funded

by Buyer in respect of the applicable Purchased Asset, shall not exceed the aggregate Future

Funding Amount set forth in the initial Confirmation for such Purchased Asset on the related

Purchase Date therefor (in each case, unless otherwise approved by Buyer in writing in its sole

discretion), notwithstanding any such amended Confirmation), and (iv) shall be executed by both

Buyer and Seller; provided, however, that Buyer shall not be liable to Seller if it inadvertently

acts on a signed Confirmation that has not been signed by a Responsible Officer of Seller.  Each

Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the

Future Funding Transaction covered thereby, and shall be construed to be cumulative to the

extent possible.  If terms in a Confirmation are inconsistent with terms in this Agreement with

respect to a particular Future Funding Transaction, other than with respect to the Applicable

Percentage and the Purchase Price Percentage set forth in such Confirmation, this Agreement

shall prevail, unless otherwise expressly stated in the applicable Confirmation that a specific

provision set forth therein is expressly intended to prevail; provided, however, in no event shall

the Future Funding Amount cause the aggregate outstanding Purchase Price of all Transactions

to exceed the Maximum Amount or the Purchase Price of any Purchased Asset to exceed the

Maximum Concentration Limit.  Notwithstanding the foregoing, no Future Funding Amount

shall be funded at any time that any Additional Funding Capacity under Section 3.12 is available

in connection with the related Purchased Asset.

(b)For each proposed Future Funding Transaction, no less than seven (7)

Business Days prior to the proposed Future Funding Date, Seller shall deliver to Buyer a Future

Funding Request Package.  Buyer shall have the right to conduct an additional due diligence

investigation of the Future Funding Request Package and/or the related Whole Loan and/or

Senior Interest as Buyer determines.  Prior to the approvalfunding of each proposed Future

Funding Transaction by Buyer, as determined by Buyer, in its sole and absolute discretion, Buyer

shall have determined, also in its sole and absolute discretion,Seller shall have certified to Buyer

in writing as of the Future Funding Date (A) that all of the applicable conditions precedent for a

Transaction, as described in this Section 6.02,3.11 have been met, and that, (B) the related

Purchased Asset is an Eligible Asset, (C) that the related Purchased Asset is not a Defaulted

Asset, (D) all related conditions precedent set forth in the related Mortgage Loan Documents

have been satisfied, (E) previously or simultaneously with Buyer’s funding of the Future

Funding Transaction, Seller shall have funded or caused to be funded to the Underlying Obligor

(or to an escrow agent or as otherwise directed by the Underlying Obligor) its pro rata portion of

the related future advance to the Underlying Obligor, (F) after giving effect to the requested

Future Funding Transaction, the aggregate outstanding Purchase Price of all Transactions shall

not exceed the Maximum Amount and (G) after giving effect to the requested Future Funding

Transaction, the aggregate Future Funding Amounts funded by Buyer in respect of the applicable

Purchased Asset shall not exceed the aggregate Future Funding Amount set forth on the initial

Confirmation for such Purchased Asset on the related Purchase Date therefor (in each case,

unless otherwise approved by Buyer in writing in its sole discretion) (collectively, the “Future

Funding Transaction Conditions”). Upon Buyer’s satisfaction in its sole and absolute discretion

that the Future Funding Transaction Conditions have been satisfied, Buyer shall advance the

requested Future Funding Amount in accordance with clause (c) below. If Buyer determines that

the Future Funding Transaction Conditions have not been satisfied and does not advance the

requested Future Funding Amount with respect to any such Future Funding Transaction, Seller

shall promptly satisfy all future funding obligations with respect thereto as and when required

pursuant to the related Mortgage Loan Documents, together with the terms of this Agreement.

Notwithstanding the foregoing sentence, to the extent that Buyer determines that any Purchased

Asset is a Credit Risk Asset, Buyer shall fund any Future Funding Transaction with respect to

such Credit Risk Asset only to the extent such Future Funding Amount would not cause a

Sequential Pay Trigger Event or Cash Sweep Trigger Event to then exist; provided however that,

for the avoidance of doubt, with respect to any Credit Risk Asset for which any Future Funding

Amount is not advanced due to the resulting occurrence of a Sequential Pay Trigger Event or

Cash Sweep Trigger Event, the parties hereto hereby acknowledge and agree that the difference

between the Applicable Percentage and the Purchase Price Percentage of such Credit Risk Asset

shall be applied towards the cure of any Sequential Pay Trigger Event Cure or the cure of any

Cash Sweep Trigger Event which has occurred and is continuing as of the date of such

determination, if any.  Notwithstanding any other provision herein or otherwise, Buyer shall have

no obligation to enter into any Future Funding Transaction (even with respect to any Purchased

Asset identified on the applicable Purchase Date as having future funding obligations) until such

time as Buyer has delivered a signed Confirmation to Seller.  Any determination to enter into a

Future Funding Transaction shall be made in Buyer’s sole and absolute discretion that is then a

Defaulted Asset.

(c)Upon satisfaction of the approval by Buyer of a particular Future Funding

Transaction (which approval shall expire and be of no force or effect and considered void and

invalidated if Buyer does not fund such Future Funding Transaction within three (3) Business

Days of such approval)Conditions, Buyer shall deliver to Seller a signed copy of the related

Confirmation described in clause (ia) above, on or before the related Future Funding Date.  On

the related Future Funding Date, (a) if an escrow agreement has been established in connection

with such Future Funding Transaction, Buyer shall remit the related Future Funding Amount to

the related escrow account, (b) if the terms of the UnderlyingMortgage Loan Documents provide

for a reserve account in connection with future advances, Buyer shall remit the related Future

Funding Amount to the applicable reserve account, (c) upon evidence satisfactory to Buyer that

Seller has paid (or caused to be paid) to or as directed by the Underlying Obligor the future

funding obligation required by the Mortgage Loan Documents, Buyer shall remit the related

Future Funding Amount to Seller, or (d) otherwise, Buyer shall remit the related Future Funding

Amount directly to the related Underlying Obligor.

Section 3.12Additional Funding Transactions.  At any time prior to the Cash-

Sweep Tail Period, ifIf the Purchase Price for any Purchased Asset is less than the Maximum

Purchase Price therefor, Seller may, upon the delivery of prior written notice to Buyer, to be

received by 11:00 a.m. on the Business Day immediately preceding the date of the requested

Additional Funding Transaction, submit to Buyer a request for a new Transaction with respect to

any such Purchased Asset requesting that Buyer transfer additional cash to Seller in an amount

no less than $1,000,000the Minimum Transaction Threshold, representing a portion of the

Purchase Price for such Purchased Asset in an amount requested by Seller, which shall not

exceed the lesser of (I) the difference as of the proposed date for such new Transaction between

(A) the Maximum Purchase Price of such Purchased Asset minus (B) the outstanding Purchase

Price of such Purchased Asset as of such proposed date (in each case, determined using the lower

of the Market Value of the related Purchased Asset on the related Purchase Date or the then--

current Market Value of the related Purchased Asset), and (II) the Additional Funding

Transaction Available Amount (such lesser amount, the “Additional Funding Capacity”, each

such transaction, an “Additional Funding Transaction” and the amount so funded with respect to

each Additional Funding Transaction, the “Additional Funding Amount”).  Buyer shall not be

required to fund any Additional Funding Transaction unless, immediately prior to and,

immediately after giving effect to, such proposed Additional Funding Transaction and the

funding of the Additional Funding Amount, (i) no uncured Margin Deficit, Default (or, in the

case of a voluntary repayment and re-borrowing pursuant to Section 3.10, a monetary or material

non-monetary Default), Event of Default or, Material Adverse Effect, Sequential Pay Trigger

Event, Cash Sweep Trigger Event or breach of the Defaulted Asset Concentration Limit has

occurred and is continuing or would result from the funding of such Additional Funding

Transaction, (ii) the Maximum Concentration Limit is not exceeded, (iii) the aggregate

outstanding Purchase Price of all Transactions does not exceed the Maximum Amount, (iv) the

Cash Sweep Tail Period has not commenced, and (viii) all Mortgage Loan Documents have

been delivered to Custodian in accordance with the applicable provisions of this Agreement and

the Custodial Agreement.  Upon delivery of a written request by Seller for an Additional

Funding Transaction, and Buyer’s satisfaction in its sole discretion that all terms and conditions

set forth in this Section 3.12 have been satisfied, Buyer shall fund each such Additional Funding

Transaction transferring the Additional Funding Amount to Seller (or as directed by Seller in

writing), which Additional Funding Amount shall not be greater than the Additional Funding

Capacity of such Purchased Asset as of the date such Additional Funding Amount is so

transferred; provided that, if during each of any two (2) calendar months during the Stabilization

Period Seller shall engage in six (6) or more Additional Funding Transactions, then upon notice

thereof from Buyer to Seller, subsequent Additional Funding Transactions shall be limited to

four (4) Additional Funding Transactions per calendar month.  In connection with any such

Additional Funding Transaction, Buyer and Seller shall execute and deliver to each other an

updated Confirmation setting forth the new outstanding Purchase Price with respect to such

Transaction, a copy of which must be delivered to Buyer by Seller by 3:00 p.m. on the Business

Day immediately preceding the date of the requested Additional Funding Transaction.

Section 3.13 Maximum Amount Upsize Option.  Seller may request up to three

(3) separate increases to the Maximum Amount, in increments of no less than $100,000,000

each, to an amount not to exceed $3,000,000,000 in the aggregate (each such increase, an

“Upsize Option”), in each case by the delivery of at least thirty (30) days prior written notice

thereof to Buyer.  No Upsize Option shall be allowed on or after the last day of the Funding

Period.  Seller’s request(s) to exercise any Upsize Option may be approved or denied by Buyer,

in its sole discretion, and no Upsize Option shall be effective unless, in each case, Buyer has

approved such Upsize Option in writing and given Seller written notice of the effective date

thereof and the amount of the related increase.  Seller’s request(s) to exercise any Upsize Option

will be deemed to be denied if, on the date of such request or on the proposed effective date of

such increase (i) a Default or Event of Default has occurred and is continuing, (ii) an unsatisfied

Margin Deficit exists or (iii) Buyer has requested a new or updated Beneficial Ownership

Certification, as applicable, in relation to Seller (to the extent Seller qualifies as a “legal entity

customer”), and Seller has failed to provide such new or updated Beneficial Ownership

Certification to Buyer.

ARTICLE 4ARTICLE 4

MARGIN MAINTENANCE

Section 4.01Margin Deficit.

(a)If on any Business Day the Market Value of a Purchased Asset is less than

the product of (A) Buyer’s Margin Percentage times (B) the outstanding Repurchase Price for

such Purchased Asset as of such date (the excess, if any, “Margin Deficit”), then Buyer shall, at

any time when the then--current aggregate unpaid Margin Deficits with respect to all Purchased

Assets exceeds $250,000the Margin Deficit Threshold, have the right from time to time as

determined in its sole and absolute discretion to make a margin call in writing (“Margin Call”) to

Seller.

(b)Upon delivery of a Margin Call on any Business Day, Seller shall, within

onefive (15) Business DayDays from the date of the related Margin Call, if such Margin Call is

delivered by 3:0012:00 p.m. New York City time, otherwise within two (2) Business Days, (i)

subject to Buyer’s approval in Buyer’s sole discretion, apply available Margin Excess pursuant

to Section 4.02 in whole or in part to satisfy such Margin Deficit, in the amount and manner

permitted by Buyer, in Buyer’s sole discretion and/or (ii), transfer cash to Buyer in the amount

necessary (as such amount may be reduced by any application of Margin Excess pursuant to

clause (i) above) to fully cure the related Margin Deficit.

(c)In no case shall Buyer’s forbearance from delivering a Margin Call at any

time there is a Margin Deficit be deemed to waive such Margin Deficit or in any way limit, stop

or impair Buyer’s right to deliver a Margin Call at any time when the same or any other Margin

Deficit exists on the same or any other Purchased Asset.  Buyer’s rights under this Section 4.01

are cumulative and in addition to and not in lieu of any other rights of Buyer under the

Repurchase Documents or Requirements of Law.

(d)All cash transferred to Buyer pursuant to this Section 4.01 with respect to

a Purchased Asset shall be deposited into the Waterfall Account, except as directed by Buyer,

and notwithstanding any provision in Section 5.02 or 5.03 to the contrary, shall be applied to

reduce the Purchase Price of such Purchased Asset.

Section 4.02Margin Excess.

In Buyer’s sole discretion, on any date upon which a Margin Deficit with respect

to any Purchased Asset exists, if, with respect to any other Purchased Asset, the lesser of either

(a) the Market Value for such Purchased Asset on the related Purchase Date, or (b) the then-

current Market Value of such Purchased Asset (or the par amount of such Purchased Asset, if

lower than Market Value) on the date of the determination thereof, exceeds the product of (x)

Seller’s Margin Percentage and (y) the outstanding Repurchase Price for such Purchased Asset as

of such date (the positive difference, if any, a “Margin Excess”), Seller may request that Buyer

apply such Margin Excess as credit against the Margin Deficit on any Purchased Asset for which

a Margin Deficit Exists pursuant to Section 4.01, in full or partial satisfaction of such Margin

Deficit.

ARTICLE 5ARTICLE 5

APPLICATION OF INCOME

Section 5.01Waterfall Account.  The Waterfall Account shall be established at

Waterfall Account Bank.  Buyer shall have sole dominion and control (including, without

limitation, “control” within the meaning of Section 9-1049-104(a) of the UCC) over the

Waterfall Account pursuant to the terms of the applicable Controlled Account Agreement or

Cash Management Agreement.  Neither Seller nor any Person claiming through or under Seller

shall have any claim to or interest in the Waterfall Account.  All Income received by Seller,

Buyer, any Servicer or Waterfall Account Bank in respect of the Purchased Assets, shall be

deposited, subject to the applicable provisions of the Servicing Agreement, directly into the

Waterfall Account within two (2) Business Days of receipt thereof and shall be applied to and

remitted by Waterfall Account Bank in accordance with this Article 5.

Section 5.02Disbursement of all Income (other than Principal Payments) before

an Event of Default.  If no Event of Default has occurred and is continuing, all Income other than

Principal Payments deposited into the Waterfall Account during each Pricing Period shall be

applied by Waterfall Account Bank by no later than the next following Remittance Date for

clauses first through fifth below and with respect to clauses sixth and seventh below, no later than

the next following Global Remittance Date, in the following order of priority:

first, to pay to Buyer an amount equal to the Price Differential accrued with

respect to all Purchased Assets as of such Remittance Date;

second, to pay to Buyer an amount equal to all default interest, late fees, fees,

expenses and Indemnified Amounts then due and payable from Seller and other

applicable Persons to Buyer under the Repurchase Documents;

third, to pay to Buyer an amount sufficient to eliminate any outstanding Margin

Deficit (without limiting Seller’s obligation to satisfy a Margin Deficit in a timely manner

as required by Section 4.01);

fourth, to pay any custodial and servicing fees and expenses due and payable

under the Custodial Agreement and any Servicing Agreement;

fifth, to pay to Buyer (a) any other amounts due and payable from Seller and other

applicable Persons to Buyer under the Repurchase Documents and (b) during the Cash

Sweep Tail Period one hundred percent (100%) of all remaining Income to reduce the

outstanding Repurchase Price of the Purchased Assets in such order and in such amounts

as determined by Buyer, until the aggregate Repurchase Price of all Purchased Assets has

been reduced to zeroupon the occurrence and continuance of any Trigger Event or

Collateral Diversity Test Failure, one hundred (100%) of all remaining income (other

than any REIT Distribution Amounts required to be made by Seller, which shall be

permitted notwithstanding the occurrence of a Cash Sweep Trigger Event or Collateral

Diversity Test Failure) (w) first, to reduce the Purchase Price of each Credit Risk Asset

hereunder (on a pro rata basis, and if the Purchase Price of each Credit Risk Asset

hereunder is reduced by the amount specified in this clause (w) but other Credit Risk

Assets hereunder has not been so reduced, pro rata among such other Credit Risk Assets)

until the Purchase Price Percentage of each such Credit Risk Asset has been reduced to

the Cash Sweep Purchase Price Threshold, (x) second, to reduce the Advance Amount of

each Credit Risk Asset under and as defined in the applicable Other Facility Agreement

(on a pro rata basis and, if the Advance Amount of each Credit Risk Asset under and as

defined in the applicable Other Facility Agreement is reduced by the amount specified in

this clause (x) but other Credit Risk Assets under and as defined in the applicable Other

Facility Agreement have not been so reduced, pro rata among such other Credit Risk

Assets) until the Applicable Percentage, of each such Credit Risk Asset has been reduced

to the Cash Sweep Purchase Price Threshold, and (y) third, to reduce the Purchase Price

of each Defaulted Asset hereunder (on a pro rata basis and, if the Purchase Price of any

Defaulted Asset hereunder is reduced by the amount specified in this clause (y) but other

Defaulted Assets hereunder have not been so reduced, pro rata among such other

Defaulted Assets) until the Purchase Price Percentage of each such Defaulted Asset has

been reduced to the Cash Sweep Purchase Price Threshold, and (z) last, to reduce the

Advance Amount of each Defaulted Asset under and as defined in the applicable Other

Facility Agreement (on a pro rata basis and, if the Purchase Price of any Defaulted Asset

hereunder is reduced by the amount specified in this clause (z) but other Defaulted Assets

under and as defined in the applicable Other Facility Agreement has not been so reduced,

pro rata among such other Defaulted Assets) until the Advance Amount Percentage of

each such Defaulted Asset has been reduced to the Cash Sweep Purchase Price Threshold

(provided that for purposes of determining the pro rata share of each Credit Risk Asset or

Defaulted Asset under and as defined in this Agreement and the Other Facility

Agreements, the Advance Amount of all Pledged Assets under and as defined in the

applicable Other Facility Agreement shall be converted to U.S. Dollars based on the

Advance Date Spot Rate (under and as defined in the applicable Other Facility

Agreement) for such Pledged Asset);

sixth, to hold until the Global Remittance Date and then to make a payment to

each Other Facility Lender or its Affiliates on account of any other amounts then due and

payable under any Other Facility (in such order of application to each Other Facility as

Buyer determines in its sole discretion) pursuant to priorities first through fifth of Section

5.02 of the applicable Other Facility Agreement until such other amounts then due and

payable pursuant to priorities first through fifth of Section 5.02 of each such Other

Facility Agreement have been reduced to zero, each such payment to be deposited into

the related Waterfall Account (as defined in the applicable Other Facility Agreement) and

allocated in accordance with the applicable Other Facility Agreement; and

seventh, to pay to Seller any remainder for its own account, for payment of any

other disbursements as determined by Seller in Seller’s sole discretion (including

distributions to Pledgor or its Affiliates); provided that, if any Default has occurred and is

continuing on such Remittance Date, all amounts otherwise payable to Seller hereunder

(other than REIT Distribution Amounts which shall be permitted notwithstanding the

occurrence of a Default) shall be retained in the Waterfall Account until the earlier of (x)

the day on which Buyer provides written notice to the Waterfall Account Bank that such

Default has been cured to the satisfaction of Buyer in its sole discretion and no other

Default or Event of Default has occurred and is continuing, at which time the Waterfall

Account Bank shall apply all such amounts pursuant to this priority seventh; and (y) the

expiration of the cure period applicable to such Default, at which time the Waterfall

Account Bank shall apply all such amounts pursuant to Section 5.04.

Section 5.03Disbursement of Principal Payments Before an Event of Default.

If no Event of Default has occurred and is continuing, all Principal Payments deposited into the

Waterfall Account shall be applied by Waterfall Account Bank within one (1) Business Day of

such deposit in the following order of priority:

first, to pay to Buyer an amount equal to the Price Differential accrued with

respect to all Purchased Assets as of such Remittance Date, to the extent not previously

paid pursuant to Section 5.02;

second, to pay to Buyer an amount equal to all default interest, late fees, fees,

expenses and Indemnified Amounts then due and payable from Seller and other

applicable Persons to Buyer under the Repurchase Documents, to the extent not

previously paid pursuant to Section 5.02;

third, to pay to Buyer an amount sufficient to eliminate any outstanding Margin

Deficit (without limiting Seller’s obligation to satisfy a Margin Deficit in a timely manner

as required by Section 4.01), to the extent not previously paid pursuant to Section 5.02;

fourth, to pay any custodial and servicing fees and expenses due and payable

under the Custodial Agreement and any Servicing Agreement, in each case, to the extent

not previously paid pursuant to Section 5.02;

fifth, to pay to Buyer, (A) prior to the Cash Sweep Tail Periodif no Sequential Pay

Trigger Event has occurred and is continuing, the Purchase Price Percentage of any

Principal Payments, plus the amount, if any, that would be necessary to satisfy any

Margin Deficit that would otherwise exist or be created assuming the making of any

Principal Payment to Buyer pursuant to clause eighth of this Section 5.03, to be applied,

in each case, to reduce the outstanding Repurchase Price of the Purchased Assets to

which such Principal Payments relate, or (B) during the Cash Sweep Tail Periodif any

Sequential Pay Trigger Event has occurred and is continuing and so long as no Cash

Sweep Trigger Event or Collateral Diversity Test Failure has occurred and is continuing,

to pay one hundred percent (100%) of all Principal Payments received with respect to any

Purchased Asset to Buyer, to be applied by Buyer within one (1) Business Day of receipt

(x) first, to reduce the outstanding RepurchasePurchase Price of the applicable

Purchasedeach Credit Risk Asset hereunder (on a pro rata basis and, if the Purchase Price

of any Credit Risk Asset hereunder is reduced by the amount specified in this clause (x)

but other Credit Risk Assets hereunder have not been so reduced, pro rata among such

other Credit Risk Assets) until the Purchase Price Percentage of each such Credit Risk

Asset has been reduced to the Sequential Pay Purchase Price Threshold, and (y) second,

to reduce the outstanding Advance Amount of each Credit Risk Asset under and as

defined in the applicable Other Facility Agreement (on a pro rata basis and, if the

Advance Amount of any Credit Risk Asset under and, after payment in full as defined in

the applicable Other Facility Agreement is reduced by the amount specified in this clause

(y) but other Credit Risks Assets under and as defined in the applicable Other Facility

Agreement have no been so reduced, pro rata among such other Credit Risk Assets) until

the Advance Amount Percentage of each such Repurchase Price, any remaining

portionCredit Risk Asset has been reduced to the Sequential Pay Purchase Price

Threshold, and (C) upon the occurrence and during the continuance of any Cash Sweep

Trigger Event or Collateral Diversity Test Failure, one hundred percent (100%) of suchall

Principal Payment shallPayments received with respect to any Purchased Asset (other

than any REIT Distribution Amounts required to be made by Seller, which shall be

permitted notwithstanding the occurrence of Cash Sweep Trigger Event or Collateral

Diversity Test Failure), to be applied (w) first, to reduce the outstanding Purchase Price

of theeach Credit Risk Asset hereunder (on a pro rata basis, and if the Purchase Price of

each Credit Risk Asset hereunder is reduced by the amount specified in this clause (w)

but other PurchasedCredit Risk Assets in such order and in such amounts as determined

by Buyer, until the aggregate Repurchase Price of all Purchased Assets has been reduced

to zerohereunder has not been so reduced, pro rata among such other Credit Risk Assets)

until the Purchase Price Percentage of each such Credit Risk Asset has been reduced to

the Cash Sweep Purchase Price Threshold, (x) second, to reduce the Advance Amount of

each Credit Risk Asset under and as defined in the applicable Other Facility Agreement

(on a pro rata basis and, if the Advance Amount of each Credit Risk Asset under and as

defined in the applicable Other Facility Agreement is reduced by the amount specified in

this clause (C)(x) but other Credit Risk Assets under and as defined in the applicable

Other Facility Agreement have not been so reduced, pro rata among such other Credit

Risk Assets) until the Advance Amount Percentage, of each such Credit Risk Asset has

been reduced to the Cash Sweep Purchase Price Threshold, and (y) third, to reduce the

Purchase Price of each Defaulted Asset hereunder (on a pro rata basis and, if the Purchase

Price of any Defaulted Asset hereunder is reduced by the amount specified in this clause

(C)(y) but other Defaulted Assets hereunder have not been so reduced, pro rata among

such other Defaulted Assets) until the Purchase Price Percentage of each such Defaulted

Asset has been reduced to the Cash Sweep Purchase Price Threshold, and (z) last, to

reduce the Advance Amount of each Defaulted Asset under and as defined in the

applicable Other Facility Agreement (on a pro rata basis and, if the Advance Amount of

each Defaulted Asset under and as defined in the applicable Other Facility Agreement is

reduced by the amount specified in this clause (z) but other Defaulted Assets under and as

defined in the applicable Other Facility Agreement has not been so reduced, pro rata

among such other Defaulted Assets) until the Advance Amount Percentage of each such

Defaulted Asset has been reduced to the Cash Sweep Purchase Price Threshold (provided

that for purposes of determining the pro rata share of each Credit Risk Asset or Defaulted

Asset under and as defined in this Agreement and the Other Facility Agreements, the

Advance Amount of all Pledged Assets under and as defined in the applicable Other

Facility Agreement shall be converted to U.S. Dollars based on the Advance Date Spot

Rate (under and as defined in the applicable Other Facility Agreement) for such Pledged

Asset);

sixth, to pay to Buyer any other amounts due and payable from Seller and other

applicable Persons to Buyer under the Repurchase Documents;

seventh, to make a payment to each Other Facility Lender or its Affiliates on

account of any other amounts then due and payable under any Other Facility (in such

order of application to each Other Facility as Buyer determines in its sole discretion)

pursuant to, as applicable (A) priorities first through sixth of Section 5.03 of the GBP

Facility Agreement until such other amounts then due and payable pursuant to priorities

first through sixth of Section 5.03 of the GBP Facility Agreement have been reduced to

zero, and (B) priorities first through sixth of Section 5.03 of the GBPEuro Facility

Agreement have been reduced to zero, and (B) priorities first through sixth of Section

5.03 of the Euro Facility Agreement until such other amounts then due and payable

pursuant to priorities first through sixth priorities first through sixth of Section 5.03 of the

Euro Facility Agreement have been reduced to zero, in each case, with each such

payment to be deposited into the related Waterfall Account (as defined in the applicable

Other Facility Agreement) in accordance with the applicable Other Facility Agreement;

and

eighth, to pay to Seller any remainder for its own account, for payment of any

other disbursements as determined by Seller in Seller’s sole discretion (including

distributions to Pledgor or its Affiliates); provided that, if any Default has occurred and is

continuing on such Remittance Date, all amounts otherwise payable to Seller hereunder

(other than REIT Distribution Amounts which shall be permitted notwithstanding the

occurrence of a Default) shall be retained in the Waterfall Account until the earlier of (x)

the day on which Buyer provides written notice to the Waterfall Account Bank that such

Default has been cured to the satisfaction of Buyer in its sole discretion and no other

Default or Event of Default has occurred and is continuing, at which time the Waterfall

Account Bank shall apply all such amounts pursuant to this priority eighth; and (y) the

expiration of the cure period applicable to such Default, up to a maximum of ten (10)

days after the occurrence of the applicable Default, at which time the Waterfall Account

Bank shall apply all such amounts pursuant to Section 5.04.;

Notwithstanding the foregoing, prior to the application of funds during the Cash Sweep Tail

Period pursuant to sub-clause (B) within clause fifth of this Section 5.03, Seller shall be entitled

upon written request to Buyer to receive distributions in an amount not to exceed the Tax

Distribution Amount; provided, that such distributions shall be subject to the condition precedent

(which Seller shall be required to demonstrate to the reasonable satisfaction of Buyer) that

Guarantor has exhausted all other sources of cash flow and income, whether in the form of equity

or debt, from which to otherwise distribute an amount equal to the Tax Distribution Amount to

holders of its common stock prior to such request being made to Buyer.

Section 5.04After Event of Default.  If an Event of Default has occurred and is

continuing, all Income deposited into the Waterfall Account in respect of the Purchased Assets

shall be applied by Waterfall Account Bank, on the Business Day next following the Business

Day on which each amount of Income is so deposited, in the following order of priority:

first, to pay to Buyer an amount equal to the Price Differential accrued with

respect to all Purchased Assets as of such date;

second, to pay to Buyer an amount equal to all default interest, late fees, fees,

expenses and Indemnified Amounts then due and payable from Seller and other

applicable Persons to Buyer under the Repurchase Documents;

third, to pay any custodial and servicing fees and expenses due and payable under

the Custodial Agreement and any Servicing Agreement, in each case, to the extent not

otherwise paid by Seller;

fourth, to pay to Buyer an amount equal to the aggregate Repurchase Price of all

Purchased Assets (to be applied in such order and in such amounts as determined by

Buyer, until such Repurchase Price has been reduced to zero); and (ii) to pay to any

Affiliated Hedge Counterparty an amount equal to all termination payments due and

payable with respect to each related Interest Rate Protection Agreement;

fifth, to pay to Buyer all other Repurchase Obligations due and payable to Buyer;

sixth, to make a payment to each Other Facility Lender or its Affiliates on account

of the Repayment Amount of all Pledged Assets (each, as defined in the Euro Facility

Agreement or the GBP Facility Agreement, as applicable) related to each Other Facility

Agreement and any other amounts due and owing under each such Other Facility (in such

order of application to each Other Facility as Buyer determines in its sole discretion) until

the Repayment Amount of all Pledged Assets (each, as defined in the Euro Facility

Agreement or the GBP Facility Agreement, as applicable) and such other amounts due

and owing have been reduced to zero, each such payment to be deposited into the related

Waterfall Account (as defined in the applicable Other Facility Agreement) and allocated

in the applicable Other Facility Lender’s sole discretion; and

seventh, to pay to Seller any remainder for its own account; provided, that if

Buyer has exercised the remedies described in Section 10.02(d)(ii) with respect to any or

all Purchased Assets, Seller shall not be entitled to any proceeds from any eventual sale

of such Purchased Assets.

Section 5.05Seller to Remain Liable.  If the amounts remitted to Buyer as

provided in Sections 5.02 through 5.04 are insufficient to pay all amounts due and payable from

Seller to Buyer under this Agreement or any Repurchase Document on a Remittance Date, a

Repurchase Date or Maturity Date, whether due to the occurrence of an Event of Default or

otherwise, Seller shall remain liable to Buyer for payment of all such amounts when due.

Section 5.06Currency of Payments.  Dollars shall be the currency of account

and payment for any and all sums due from Seller under any Repurchase Document,; provided,

that, notwithstanding anything herein to the contrary, if on any date, any amount is due and

payable under clause sixth of Sections 5.02, clause seventh of Section 5.03 or clause sixth of

Section 5.04 in a currency other than Dollars, such due amounts shall be paid in the equivalent

amount of such other currency by converting Income to such other currency.  All such currency

conversion calculations and related payments pursuant to this Section 5.06 shall be calculated by

Buyer based on the applicable spot rate determined by Buyer in its reasonable discretion based

upon the then-current spot rate of exchange and shall be final and binding on Seller absent

manifest error.

Section 5.07Global Remittance Date.  Notwithstanding anything to the contrary

set forth in this Article 5, during any period that any Cash Sweep Trigger Event, Collateral

Diversity Test Failure or Sequential Pay Trigger Event has occurred and is continuing, all

Income  in the Waterfall Account being disbursed pursuant to Section 5.02 and/or Section 5.03

shall be held on deposit after application of clause fifth of Section 5.02 and Section 5.03 until the

Global Remittance Date at which point any such funds shall be disbursed under clause sixth.

ARTICLE 6ARTICLE 6

CONDITIONS PRECEDENT

Section 6.01Conditions Precedent to Initial Transaction.  Buyer shall not be

obligated to enter into any Transaction (other than any Future Funding Transaction in accordance

with the terms herein) or purchase any Asset until the following conditions have been satisfied or

waived by Buyer, on and as of the Closing Date and the first Purchase Date:

(a)Buyer has received the following documents, each dated the Closing Date

or as of the first Purchase Date unless otherwise specified:  (i) each Repurchase Document duly

executed and delivered by the parties thereto, (ii) an official good standing certificate dated a

recent date with respect to Seller, Pledgor and Guarantor (including, with respect to Seller, in

each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to

enforce its rights and remedies thereunder), (iii) certificates of the secretary or an assistant

secretary of Seller, Pledgor and Guarantor with respect to attached copies of the Governing

Documents and applicable resolutions of Seller, Pledgor and Guarantor, and the incumbencies

and signatures of officers of Seller, Pledgor and Guarantor executing the Repurchase Documents

to which each is a party, evidencing the authority of Seller, Pledgor and Guarantor with respect

to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed

Power of Attorney, (vi) such opinions from counsel to Seller, Pledgor and Guarantor as Buyer

may require, including with respect to corporate matters, enforceability, non--contravention, no

consents or approvals required other than those that have been obtained, first priority perfected

security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged

pursuant to the Repurchase Documents, Investment Company Act matters, true sale (unless such

Purchased Asset was purchased by Seller from an unaffiliated third party seller in an arm’s-

length transaction for fair market value), substantive non-consolidation and the applicability of

Bankruptcy Code safe harbors, and (vii) all other documents, certificates, information, financial

statements, reports, approvals and opinions of counsel as Buyer may require;

(b)(i) UCC financing statements have been filed against Seller and Pledgor in

Delaware, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending

litigation and other matters relating to Seller and the Purchased Assets as Buyer may require, and

(iii) the results of such searches are satisfactory to Buyer;

(c)Buyer has received payment from Seller of all fees and expenses then

payable under Section 3.07(b), the related provisions of the Fee Letter and all expenses payable

as contemplated by Section 13.02, together with any other fees and expenses otherwise due and

payable pursuant to any of the other Repurchase Documents;

(d)Buyer has completed to its satisfaction such due diligence (including,

Buyer’s “Know Your Customer”, Anti--Corruption Laws, Sanctions and Anti--Money

Laundering Laws diligence) and modeling as Buyer may require; and

(e)Buyer has received, prior to the Closing Date, approval from its internal

credit committee and all other necessary approvals required for Buyer, to enter into this

Agreement and consummate Transactions hereunder; and

(f)The Custodial Agreement has been fully executed.

Buyer’s execution and delivery of this Agreement will be evidence that the foregoing conditions

contained in this Section 6.01 have been satisfied to Buyer’s satisfaction.

Section 6.02Conditions Precedent to All Transactions.  Buyer shall not be

obligated to enter into any Transaction (other than any Future Funding Transaction in accordance

with the terms herein), purchase any Asset, or be obligated to take, fulfill or perform any other

action hereunder, until the following additional conditions have been satisfied or waived by

Buyer, with respect to each Asset on and as of the Purchase Date (including the first Purchase

Date) therefor:

(a)Buyer has received the following documents for each Purchased Asset:

(i) [reserved], (ii) an Underwriting Package, (iii) a Confirmation, (iv) Irrevocable Redirection

Notices, (v) a trust receipt and other items required to be delivered under the Custodial

Agreement, (vi) with respect to any Wet Mortgage Asset, a Bailee Agreement, (vii) the related

Servicing Agreement, if a copy was not previously delivered to Buyer, and (viii) all other

documents, certificates, information, financial statements, reports, approvals and opinions of

counsel as Buyer may require;

(b)immediately before such Transaction and after giving effect thereto and to

the intended use thereof, no Representation Breach (including with respect to any Purchased

Asset, but excluding any Approved Representation Exception), Default, Event of Default,

Margin Deficit, or Material Adverse Effect shall have occurred and be continuing;

(c)Buyer has completed its due diligence review of the Underwriting

Package, Mortgage Loan Documents and such other documents, records and information as

Buyer deems appropriate, and the results of such reviews are satisfactory to Buyer;

(d)Buyer has (i) determined that such Asset is an Eligible Asset, (ii) approved

the purchase of such Asset, (iii) obtained all necessary internal credit and other approvals for

such Transaction, (iv) executed the Confirmation, (v) determined that such Asset is adequately

structured and stabilized, and (vi) received payment of the Annual Funding Fee with respect to

such Asset (which Annual Funding Fee may be netted from the Purchase Price funded on the

applicable Purchase Date or netted from the Future Funding Amount funded on the applicable

Future Funding Date, as applicable), and (vii) determined that such Asset satisfies the PPV Test

as of the Purchase Date;

(e)immediately after giving effect to such Transaction, the aggregate

outstanding Purchase Price of all Transactions does not exceed the Maximum Amount;

(f)the Repurchase Date specified in the Confirmation is not later than the

Maturity Date;

(g)Seller has satisfied all requirements and conditions and has performed all

covenants, duties, obligations and agreements contained in the other Repurchase Documents to

be performed by Seller on or before the Purchase Date;

(h)to the extent the related Mortgage Loan Documents contain notice, cure

and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without

prejudice to the sale treatment of such Asset to Buyer, Buyer has received evidence that Seller

has given notice to the applicable Persons of Buyer’s interest in such Asset and otherwise

satisfied any other applicable requirements under such pledgee provisions so that Buyer is

entitled to the rights and benefits of a pledgee under such pledgee provisions;

(i)if requested by Buyer, to the extent not covered by opinions previously

delivered under similar facts and circumstances where there has been no change in Requirements

of Law in connection with this Agreement, such customary opinions from counsel to Seller,

Pledgor and Guarantor as Buyer may require, including, without limitation, with respect to the

perfected security interest in the Purchased Assets, the Pledged Collateral and any other

collateral pledged pursuant to the Repurchase Document, and true sale opinions for each

Purchased Asset purchased or transferred to Seller from an Affiliate of Seller or from any third

party in a transaction not on arm’s--length terms or for other than fair market value, to the extent

such transfer was in a manner or structure different from the manner or structure of transfer and

sale analyzed in a true sale opinion previously delivered in connection with such Purchased

Asset; and

(j)Custodian shall have received executed blank assignments of all Mortgage

Loan Documents each, if recordable, to be in appropriate form for recording in the jurisdiction in

which the underlying Mortgaged Property is located (the “Blank Assignment Documents”).

(k)Buyer has received payment from Seller of all fees and expenses then due

and payable under Section 3.07(b), the related provisions of the Fee Letter and all expenses then

due and payable as contemplated by Section 13.02, together with any other fees and expenses

otherwise then due and payable pursuant to any of the other Repurchase Documents.

Each Confirmation delivered by Seller shall constitute a certification by Seller

that all of the conditions precedent in this Article 6 have been satisfied other than those set forth

in Sections 6.01(a)(vii), (d) and (e) and Sections 6.02(a)(viii), (c), (d) and (k).

ARTICLE 7ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer and to each Other Facility Lender, on and

as of the date of this Agreement, each Purchase Date, and at all times when any Repurchase

Document or Transaction is in full force and effect as follows:

Section 7.01Seller.  Seller has been duly organized and validly exists in good

standing as a corporation, limited liability company or limited partnership, as applicable, under

the laws of the jurisdiction of its incorporation, organization or formation.  Seller (a) has all

requisite power, authority, legal right, licenses and franchises where such licenses or franchises

are necessary for the transaction of Seller’s business, except where failure to have such license or

franchise does not have a Material Adverse Effect, (b) is duly qualified to do business in all

jurisdictions necessary for the transaction of Seller’s business, except where failure to so qualify

does not have a Material Adverse Effect, and (c) has been duly authorized by all necessary

action, to (w) own, lease and operate its properties and assets, (x) conduct its business as

presently conducted, (y) execute, deliver and perform its obligations under the Repurchase

Documents to which it is a party, and (z) acquire, own, sell, assign, pledge and repurchase the

Purchased Assets.  Seller’s exact legal name is set forth in the preamble and signature pages of

this Agreement.  Seller’s location (within the meaning of Article 9 of the UCC), and the office

where Seller keeps all records (within the meaning of Article 9 of the UCC) relating to the

Purchased Assets is at the address of Seller referred to in Annex 1.  Seller has not changed its

name or location within the past twelve (12) months.  Seller’s organizational identification

number is 5443316 and its tax identification number is 90-13211690 132116.  Seller is a one

hundred percent (100%) direct and wholly-owned Subsidiary of Pledgor.  The fiscal year of

Seller is the calendar year.  Seller has no Indebtedness, Contractual Obligations or Investments

other than (a) ordinary trade payables, (b) in connection with Assets acquired or originated for

the Transactions, and (c) the Repurchase Documents.  Seller has no Guarantee Obligations.

Seller has no Subsidiaries.

Section 7.02Repurchase Documents.  Each Repurchase Document to which

Seller is a party has been duly executed and delivered by Seller and constitutes the legal, valid

and binding obligation of Seller enforceable against Seller in accordance with its terms, except as

such enforceability may be limited by Insolvency Laws and general principles of equity.  The

execution, delivery and performance by Seller of each Repurchase Document to which it is a

party do not and will not (a) conflict with, result in a breach of, or constitute (with or without

notice or lapse of time or both) a default under, any (i) Governing Document, Indebtedness,

Guarantee Obligation or Contractual Obligation applicable to Seller or any of its properties or

assets, (ii) Requirements of Law, or (iii) approval, consent, judgment, decree, order or demand of

any Governmental Authority, or (b) result in the creation of any Lien (other than Permitted

Liens) on any of the properties or assets of Seller.  All approvals, authorizations, consents,

orders, filings, notices or other actions of any Person or Governmental Authority required for the

execution, delivery and performance by Seller of the Repurchase Documents to which it is a

party and the sale of and grant of a security interest in each Purchased Asset to Buyer, have been

obtained, effected, waived or given and are in full force and effect.  The execution, delivery and

performance of the Repurchase Documents do not require compliance by Seller with any “bulk

sales” or similar law.  There is no material litigation, proceeding or investigation pending or, to

the Knowledge of Seller threatened, against Seller, Pledgor, Guarantor or any Affiliate of Seller

Pledgor or Guarantor before any Governmental Authority (a) asserting the invalidity of any

Repurchase Document, (b) seeking to prevent the consummation of any Transaction, or

(c) seeking any determination or ruling that could reasonably be expected to have a Material

Adverse Effect.

Section 7.03Solvency.  None of Seller, Guarantor or any other direct or indirect

Subsidiary of Guarantor is or has ever been the subject of an Insolvency Proceeding.  Seller,

Guarantor and all of its other direct or indirect Subsidiaries isare Solvent and the Transactions do

not and will not render Seller, Guarantor or any other direct or indirect Subsidiary of Guarantor

not Solvent.  Seller is not entering into the Repurchase Documents or any Transaction with the

intent to hinder, delay or defraud any creditor of Seller, Guarantor or any other direct or indirect

Subsidiary of Guarantor.  Seller has received or will receive reasonably equivalent value for the

Repurchase Documents and each Transaction.  Seller has adequate capital for the normal

obligations reasonably foreseeable in a business of its size and character and in light of its

contemplated business operations.  Seller is generally able to pay, and as of the date hereof is

paying, its debts as they come due.

Section 7.04Taxes.  Guarantor is a REIT. Seller is disregarded as a separate

entity from Guarantor for U.S. federal income tax purposes.  Seller and Guarantor have each

filed all required federal income tax returns and all other material tax returns, domestic and

foreign, required to be filed by them and have (for all prior fiscal years and for the current fiscal

year to date) paid all material Taxes which have become due and payable, other than any such

Taxes that are being contested in good faith by appropriate proceedings diligently conducted and

for which appropriate reserves have been established in accordance with GAAP.  There is no

material suit or claim relating to any Taxes now pending or, to the Knowledge of Seller,

threatened by any Governmental Authority which is not being contested in good faith as

provided above, unless Seller provides Buyer with written notice of such suit or claim.

Section 7.05True and Complete Disclosure.  The information, reports,

certificates, documents, financial statements, operating statements, forecasts, books, records,

files, exhibits and schedules furnished by or on behalf of Seller, Pledgor or Guarantor to Buyer in

connection with the Repurchase Documents and the Transactions, when taken as a whole, do not

contain any untrue statement of material fact or omit to state any material fact necessary to make

the statements herein or therein, in light of the circumstances under which they were made, not

misleading.  All written information furnished after the date hereofClosing Date by or on behalf

of Seller, Pledgor or Guarantor to Buyer in connection with the Repurchase Documents and the

Transactions will be true, correct and complete in all material respects, or in the case of

projections will be based on reasonable estimates prepared and presented in good faith, on the

date as of which such information is stated or certified.

Section 7.06Compliance with Laws.  Seller, Pledgor and Guarantor have

complied in all material respects with all Requirements of LawsLaw, and no Purchased Asset

contravenes any Requirements of Laws. No AML Entity (i) is in violation of any Sanctions or

(ii) is a Sanctioned Target.  The proceeds of any Transaction have not been and will not be used,

directly or indirectly, to fund any operations in, finance any investments or activities in or make

any payments to a Sanctioned Target or otherwise in violation of Sanctions, Anti-

CorruptionsCorruption Laws or Anti-Money Laundering Laws. Seller and all Affiliates of Seller

are in compliance with the Foreign Corrupt Practices Act of 1977 and any foreign counterpart

thereto.  Neither Seller nor any Affiliate of Seller (a) is a “broker” or “dealer” as defined in, or

could be subject to a liquidation proceeding under, the Securities Investor Protection Act of

1970, or (b) is subject to regulation by any Governmental Authority limiting its ability to incur

the Repurchase Obligations.  No properties presently or, solely during the period of Seller’s,

Pledgor’s, or Guarantor’s period of ownership or lease, previously owned or leased by Seller,

Pledgor or Guarantor, or to the Knowledge of Seller, Pledgor or Guarantor, contain or previously

contained any Materials of Environmental Concern that constitute a material violation of

Environmental Laws or reasonably could be expected to give rise to material liability of Seller,

Pledgor or Guarantor thereunder.  Seller, Pledgor and Guarantor each have no Knowledge of any

violation, alleged material violation, non-compliance, liability or potential liability of Seller,

Pledgor or Guarantor under any Environmental Law. Materials of Environmental Concern have

not been Released, on properties presently or, solely during the period of Seller’s, Pledgor’s or

Guarantor’s period of ownership or lease, previously owned or leased by Seller, Pledgor or

Guarantor, in material violation of Environmental Laws or in a manner that reasonably could be

expected to give rise to material liability of Seller, Pledgor or Guarantor thereunder.  No AML

Entity has made, offered, promised or authorized a payment of money or anything else of value

(a) in order to assist in obtaining or retaining business for or with, or directing business to, any

foreign official, foreign political party, party official or candidate for foreign political office, (b)

to any foreign official, foreign political party, party official or candidate for foreign political

office, or (c) with the intent to induce the recipient to misuse his or her official position to direct

business wrongfully to Seller, any Affiliate of SellerAML Entity or any other Person, in violation

of the Foreign Corrupt Practices Actany Anti-Corruption Law.

Section 7.07Compliance with ERISA.  (a)  Neither(a) None of Seller, Pledgor

noror Guarantor has any employees as of the date of this Agreement, excluding any executive

officers.  None of Seller, Pledgor, Guarantor or any ERISA Affiliate maintains, sponsors,

participates in or contributes to (or has an obligation to contribute to), or has ever maintained,

established, sponsored, participated in or contributed to (or had any obligation to contribute to),

or has any liability in respect of, a Plan or a Multiemployer Plan.

(b)Each of Seller, Pledgor and Guarantor either (i) qualifies as a VCOC or a

REOC, (ii) complies with an exception set forth in the Plan Asset Regulations such that

the assets of such Person would not be subject to Title I of ERISA and/or Section 4975 of

the Code, or (iii) does not otherwise hold any “plan assets” within the meaning of the

Plan Asset Regulations that are subject to ERISA(“Plan Assets”).

(c) Assuming that no portion of the Purchased Assets are funded by Buyer with

“plan assets” within the meaning of the Plan Asset Regulations, none of the transactions

contemplated by the Repurchase Documents will constitute a nonexempt prohibited transaction

(as such term is defined in Section 4975 of the Code or Section 406 of ERISA) that could subject

Buyer to any tax or penalty or prohibited transactions imposed under Section 4975 of the Code

or Section 502(i) of ERISA.

Section 7.08[reserved].

Section 7.09Section 7.08 No Default.  No Default (to Seller’s Knowledge) or

Event of Default has occurred and is continuing, and no Internal Control Event (to Seller’s

Knowledge) has occurred.  Seller has delivered to Buyer all underlying servicing agreements (or

provided Buyer with access to a service, internet website or other system where Buyer can

successfully access such agreements) with respect to the Purchased Assets, and to Seller’s

Knowledge no material default or event of default (however defined) exists thereunder.  No

default or event of default (however defined) on the part of Guarantor or Pledgor has occurred

and is continuing as of the Closing Date under any credit facility, repurchase facility or

substantially similar facility that is presently in effect, to which Guarantor or Pledgor is a party; it

being understood and agreed that the representation in this sentence is only being made as of the

Closing Date and will not be remade or deemed to be remade on any date after the Closing Date.

Section 7.10Section 7.09 Purchased Assets.  Except to the extent set forth in

writing on the related Confirmation as an Approved Representation Exception, each Purchased

Asset is an Eligible Asset as of the Purchase Date; provided, however, that the foregoing

representation expressly excludes clause (a) within the definition of Eligible Asset.  Each

representation and warranty of Seller set forth in the Repurchase Documents (including in

Schedule 1 applicable to the Class of such Purchased Asset) and the Mortgage Loan Documents

with respect to each Purchased Asset is true and correct (other than any Approved

Representation Exceptions and any Approved Defaulted Asset Representation Exception).  The

review and inquiries made on behalf of Seller in connection with the next preceding sentence

have been made by Persons having the requisite expertise, knowledge and background to verify

such representations and warranties.  Seller has complied with all requirements of the Custodial

Agreement with respect to each Purchased Asset, including delivery to Custodian of all required

Mortgage Loan Documents.

Section 7.11Section 7.10 Purchased Assets Acquired from Transferors.  With

respect to each Purchased Asset purchased by Seller or an Affiliate of Seller from a Transferor,

(a) such Purchased Asset was acquired and transferred pursuant to a Purchase Agreement,

(b) such Transferor received reasonably equivalent value in consideration for the transfer of such

Purchased Asset, (c) no such transfer was made for or on account of an antecedent debt owed by

such Transferor to Seller or an Affiliate of Seller, (d) no such transfer is or may be voidable or

subject to avoidance under the Bankruptcy Code, and (e) to the extent either permitted by the

terms of the related Purchase Agreement or to the extent that the consent of the related

Transferor may be obtained by Seller by exercising commercially reasonable efforts, the

representations and warranties made by such Transferor to Seller or such Affiliate in such

Purchase Agreement are hereby incorporated herein mutatis mutandis and are hereby remade by

Seller to Buyer on each date as of which they speak in such Purchase Agreement.  To the extent

permitted by the terms of the related Purchase Agreement, Seller or such Affiliate of Seller has

been granted a security interest in each such Purchased Asset, filed one or more UCC financing

statements against the Transferor to perfect such security interest, and assigned such financing

statements in blank and delivered such assignments to Buyer or Custodian.

Section 7.12Section 7.11 Transfer and Security Interest.  The Repurchase

Documents constitute a valid and effective transfer to Buyer of all right, title and interest of

Seller in, to and under all Purchased Assets (together with all related Servicing Rights), free and

clear of any Liens (other than Permitted Liens).  With respect to the protective security interest

granted by Seller in Section 11.01, upon the delivery of the Confirmations and the Mortgage

Loan Documents to Custodian, the execution and delivery of the Controlled AccountCash

Management Agreement and the filing of the UCC financing statements as provided herein, such

security interest shall be a valid first priority perfected security interest to the extent such security

interest can be perfected by possession, filing or control under the UCC, subject only to

Permitted Liens.  Upon receipt by Custodian of each Mortgage Loan Document required to be

endorsed in blank by Seller and payment by Buyer of the Purchase Price for the related

Purchased Asset, Buyer shall either own such Purchased Asset and the related Mortgage Loan

Documents or have a valid first priority perfected security interest in such Mortgage Loan

Document.  The Purchased Assets are comprised of the following, as defined in the UCC: a

general intangible, instrument, investment property, security, deposit account, financial asset,

uncertificated security, securities account, and/or security entitlement.  Seller has not sold,

assigned, pledged, granted a security interest in, encumbered or otherwise conveyed any of the

Purchased Assets to any Person other than pursuant to the Repurchase Documents.  Seller has

not authorized the filing of and has no Knowledge of any UCC financing statements filed against

Seller as debtor that include the Purchased Assets, other than any financing statement that has

been terminated or filed pursuant to this Agreement.

Section 7.13Section 7.12 No Broker.  Neither Seller nor any Affiliate of Seller

has dealt with any broker, investment banker, agent or other Person, except for Buyer or an

Affiliate of Buyer, who may be entitled to any commission or compensation in connection with

any Transaction.  Buyer and Seller both acknowledge that, for the avoidance of doubt, neither

Buyer nor any Affiliate of Buyer is entitled to any commission or compensation in connection

with this Agreement or any Transaction except to the extent expressly set forth in the Repurchase

Documents.

Section 7.14Section 7.13 Interest Rate Protection Agreements.  (a) Seller has

entered into all Interest Rate Protection Agreements required under Section 8.08, (b) each such

Interest Rate Protection Agreement is in full force and effect, (c) no termination event, default or

event of default (however defined) has occurred and is continuing thereunder, and (d) Seller has

effectively assigned to Buyer all Seller’s rights (but none of its obligations) under such Interest

Rate Protection Agreements.

Section 07.14Section 7.15.Separateness.  Seller is in compliance with the

requirements of Article 9.

Section 7.16Section 7.15 Investment Company Act.  Seller is a “qualified

purchaser” as defined in the Investment Company Act.  None of Seller, Guarantor or any

Affiliate of Seller or Guarantor (a) is or is “controlled” by an “investment company”, or by a

company “controlled” by an “investment company”, within the meaning of the Investment

Company Act, or otherwise required to register thereunder, (b) is a “broker” or “dealer” as

defined in, or could be subject to a liquidation proceeding under, the Securities Investor

Protection Act of 1970, or (c) is subject to regulation by any Governmental Authority limiting its

ability to incur the Repurchase Obligations.

Section 7.17Section 7.16 Other Indebtedness.  Seller shall not incur any

Indebtedness other than Indebtedness as evidenced by this Agreement.

Section 7.18Section 7.17 Location of Books and Records.  The location where

each Seller keeps its books and records, including all computer tapes and records relating to the

Purchased Assets is its chief executive office.

Section 7.19Section 7.18 Chief Executive Office; Jurisdiction of Organization.

On the EffectiveClosing Date, Seller’s chief executive office, is, and has been, located at 345

Park Avenue, New York, New York 10154.  On the EffectiveClosing Date, Seller’s jurisdiction

of organization is Delaware.  Seller shall provide Buyer with thirty (30) days advance notice of

any change in Seller’s principal office or place of business or jurisdiction.  Seller does not have a

trade name.  During the preceding five (5) years, Seller has not been known by or done business

under any other name, corporate or fictitious, and has not filed or had filed against it any

bankruptcy receivership or similar petitions nor has it made any assignments for the benefit of

creditors.

Section 7.20Section 7.19 Anti--Money Laundering Laws and Anti--Corruption

Laws.  The operations of each of Seller and Guarantorany AML Entity are, and have been,

conducted at all times in compliance with all applicable Anti-Money Laundering Laws. and

Anti-Corruption Laws. No litigation, regulatory or administrative proceedings of or before any

court, tribunal or agency with respect to any Anti-Money Laundering Laws or Anti-Corruption

Laws have been started or (to itsthe best of the knowledge and belief, after due inquiry of Seller

or Guarantor) threatened against any AML Entity.

Section 7.21Section 7.20 Sanctions.  No AML EntityNone of Seller, Guarantor,

any Parents of Seller or Guarantor and, to the knowledge of Seller or Guarantor, no Affiliate of

Seller or Guarantor, (a) is a Sanctioned Target, (b) is controlled by or is acting on behalf of a

Sanctioned Target, or (c) to the knowledge of Seller or Guarantor after due inquiry, is under

investigation for an alleged breach of Sanctions by a governmental authorityGovernmental

Authority that enforces Sanctions.  To Seller’s Knowledge, no Investor is (i) a Sanctioned

Target, or (ii) owned, controlled by or acting or purporting to act for or on behalf of, directly or

indirectly, a Sanctioned Target.

Section 7.22Section 7.21 Beneficial Ownership Certification.  The information

included in each Beneficial Ownership Certification is true and correct in all respects, in each

case as of the date of delivery.

ARTICLE 8

COVENANTS OF SELLER

From the date hereofClosing Date until the Repurchase Obligations are

indefeasibly paid in full and the Repurchase Documents are terminated, Seller shall perform and

observe the following covenants, which shall be given independent effect (so that if a particular

action or condition is prohibited by any covenant, the fact that it would be permitted by an

exception to or be otherwise within the limitations of another covenant shall not avoid the

occurrence of a Default or an Event of Default if such action is taken or condition exists):

Section 8.01Existence; Governing Documents; Conduct of Business.  Seller

shall (a) preserve and maintain its legal existence, (b) qualify and remain qualified in good

standing in each jurisdiction where the failure to be so qualified would have a Material Adverse

Effect, (c) comply with its Governing Documents, including all special purpose entity provisions,

and (d) not modify, amend or terminate its Governing Documents.  Seller shall (a) continue to

engage in the same (and no other) general lines of business as presently conducted by it,

(b) maintain and preserve all of its material rights, privileges, licenses and franchises necessary

for the operation of its business, and (c) maintain Seller’s status as a qualified transferee,

qualified lender or any similar term (however defined) under the Mortgage Loan Documents.

Seller shall not (A) change its name, organizational number, tax identification number, fiscal

year, method of accounting, identity, structure or jurisdiction of organization (or have more than

one such jurisdiction), move the location of its principal place of business and chief executive

office, (as defined in the UCC) from the location referred to in Section 7.177.19, or (B) move, or

consent to Custodian moving, the Mortgage Loan Documents from the location thereof on the

applicable Purchase Date for the related Purchased Asset, unless in each case Seller has given at

least thirty (30) days prior notice to Buyer and has taken all actions required under the UCC to

continue the first priority perfected security interest of Buyer in the Purchased Assets.

Section 8.02Compliance with Laws, Contractual Obligations and Repurchase

Documents.  Seller shall comply in all material respects with each and every Requirements of

Law, including those relating to any Purchased Asset and to the reporting and payment of taxes.

No part of the proceeds of any Transaction shall be used for any purpose that violates

Regulation T, U or X of the Board of Governors of the Federal Reserve System.  Seller shall

maintain the Custodial Agreement and Controlled AccountCash Management Agreement in full

force and effect.

Section 8.03Protection of Buyer’s Interest in Purchased Assets.  With respect to

each Purchased Asset, Seller shall take all action necessary or required by the Repurchase

Documents, the Mortgage Loan Documents and each and every Requirements of Law, or

requested by Buyer, to perfect, protect and more fully evidence the security interest granted in

the Purchase Agreements and Buyer’s ownership of and first priority perfected security interest

in such Purchased Asset and related Mortgage Loan Documents, including executing or causing

to be executed (a) such other instruments or notices as may be necessary or appropriate and filing

and maintaining effective UCC financing statements, continuation statements and assignments

and amendments thereto, and (b) all documents necessary to both collaterally and absolutely and

unconditionally assign all rights (but none of the obligations) of Seller under each Purchase

Agreement, in each case as additional collateral security for the payment and performance of

each of the Repurchase Obligations.  Seller shall (a) not assign, sell, transfer, pledge,

hypothecate, grant, create, incur, assume or suffer or permit to exist any security interest in or

Lien (other than Permitted Liens) on any Purchased Asset to or in favor of any Person other than

Buyer, (b) defend such Purchased Asset against, and take such action as is necessary to remove,

any such Lien, and (c) defend the right, title and interest of Buyer in and to all Purchased Assets

against the claims and demands of all Persons whomsoever.  Notwithstanding the foregoing, (i)

if Seller grants a Lien on any Purchased Asset in violation of this Section 8.03 or any other

Repurchase Document, Seller shall be deemed to have simultaneously granted an equal and

ratable Lien on such Purchased Asset in favor of Buyer to the extent such Lien has not already

been granted to Buyer; provided, that such equal and ratable Lien shall not cure any resulting

Event of Default, and (ii) to the extent any additional limited liability company is formed by a

Division of Seller (and without prejudice to Sections 8.01 and 9.01 hereof), Seller shall cause

any such Division LLC to assign, pledge and grant to Buyer, for no additional consideration, all

of its assets, and shall cause any owner of each such Division LLC to pledge all of the Equity

Interests and any rights in connection therewith of each such Division LLC to Buyer, for no

additional consideration, in support of all Repurchase Obligations in the same manner and to the

same extent as the assignment, pledge and grant by Seller of all of Seller’s assets hereunder, and

in the same manner and to the same extent as the pledge by Pledgor of all of Pledgor’s right, title

and interest in all of the Equity Interests of Seller and any rights in connection therewith, in each

case pursuant to the Pledge and Security Agreement.  Seller shall not materially amend, modify,

waive or terminate any provision of any Purchase Agreement.  Seller shall not, or permit

Servicer or any other servicer to, extend, amend, waive, terminate, rescind, cancel, release or

otherwise modify the material terms of or any collateral, guaranty or indemnity for, or exercise

any material right or remedy of a holder (including all lending, corporate and voting rights,

remedies, consents, approvals and waivers) of, any Purchased Asset, Mortgage Loan Document,

without the prior written consent of Buyer.  Seller shall mark its computer records and tapes to

evidence the interests granted to Buyer hereunder.  Seller shall not take any action to cause any

Purchased Asset that is not evidenced by an instrument or, chattel paper, controllable electronic

record, controllable account or controllable payment intangible (as defined in the UCC) to be so

evidenced.  If a Purchased Asset becomes evidenced by an instrument or chattel paper, the same

shall be promptly, if tangible, (but in no event later than one (1) Business Day following Seller’s

receipt) delivered to Custodian on behalf of Buyer, together with endorsements required by

Buyer and, if electronic subjected to control (as defined in the UCC) of the Buyer in such manner

as Buyer shall reasonably require.

Section 8.04Actions of Seller Relating to Distributions, Indebtedness,

Guarantee Obligations, Contractual Obligations, Investments and Liens.  During the continuance

of any monetary or material, non-monetary Default or Event of Default, Seller shall not declare

or make any payment on account of, or set apart assets for, a sinking or similar fund for the

purchase, redemption, defeasance, retirement or other acquisition of any Equity Interest of Seller,

Pledgor, or Guarantor or any Affiliate of Seller, Pledgor, or Guarantor, whether now or hereafter

outstanding, or make any other distribution in respect thereof, either directly or indirectly,

whether in cash or property or in obligations of Seller, Pledgor, or Guarantor or any Affiliate of

Seller, Pledgor, or Guarantor.  Seller shall not contract, create, incur, assume or permit to exist

any Indebtedness, Guarantee Obligations, Contractual Obligations or Investments, except to the

extent (a) arising or existing under the Repurchase Documents, (b) existing as of the Closing

Date, as referenced in the financial statements delivered to Buyer prior to the Closing Date, and

any renewals, refinancings or extensions thereof in a principal amount not exceeding that

outstanding as of the date of such renewal, refinancing or extension, (c) incurred after the

Closing Date to originate or acquire Assets to provide funding with respect to Assets, (d) related

to Interest Rate Protection Agreements pursuant to Section 8.08 or entered into in order to

manage risks related to Assets and (e) permitted by the terms of Section 9.01.  Seller shall not

(a) contract, create, incur, assume or permit to exist any Lien on or with respect to any of its

property or assets (including the Purchased Assets) of any kind (whether real or personal,

tangible or intangible), whether now owned or hereafter acquired, except for Permitted Liens, or

(b) except as provided in the preceding clause (a), grant, allow or enter into any agreement or

arrangement with any Person that prohibits or restricts or purports to prohibit or restrict the

granting of any Lien on any of the foregoing.

Section 8.05Delivery of Income.  Seller shall and, pursuant to Irrevocable

Redirection Notices or otherwise cause the Underlying Obligors under the Purchased Assets and

all other applicable Persons to, deposit all Income in respect of the Purchased Assets into the

Waterfall Account in accordance with Section 5.01 hereof on the day the related payments are

due.  Seller and Servicer (a) shall comply with and enforce each Irrevocable Redirection Notice,

(b) shall not amend, modify, waive, terminate or revoke any Irrevocable Redirection Notice

without Buyer’s consent, and (c) shall take all reasonable steps to enforce each Irrevocable

Redirection Notice.  In connection with each principal payment or prepayment under a

Purchased Asset, Seller shall provide or cause to be provided to Buyer and Custodian sufficient

detail to enable Buyer and Custodian to identify the Purchased Asset to which such payment

applies.  If Seller receives any rights, whether in addition to, in substitution of, as a conversion

of, or in exchange for any Purchased Assets, or otherwise in respect thereof, Seller shall accept

the same as Buyer’s agent, hold the same in trust for Buyer and immediately deliver the same to

Buyer or its designee in the exact form received, together with duly executed instruments of

transfer, stock powers or assignment in blank and such other documentation as Buyer shall

reasonably request.  If any Income is received by Seller, Pledgor, Guarantor or any Affiliate of

Seller, Pledgor or Guarantor, Seller shall pay or deliver such Income for deposit into the

Waterfall Account to Buyer within two (2) Business Days after receipt, and, until so paid or

delivered, hold such Income in trust for Buyer, segregated from other funds of Seller.

Section 8.06Delivery of Financial Statements and Other Information.  Seller

shall deliver or cause to be delivered the following to Buyer, as soon as available and in any

event within the time periods specified:

(a)within forty-five (45) days after the end of each fiscal quarter and each

fiscal year of Guarantor, (i) the unaudited consolidated balance sheets of Guarantor as at the end

of such period, (ii) the related unaudited consolidated statements of income, retained earnings

and cash flows for such period and the portion of the fiscal year through the end of such period,

setting forth in each case in comparative form the figures for the previous year, and (iii) a

Compliance Certificate; provided, however, that such items shall be deemed to have been

delivered on the date such items are made publicly available on the SEC website.

(b)within ninety (90) days after the end of each fiscal year of Guarantor,

(i) the audited consolidated balance sheetssheet of Guarantor as at the end of such fiscal year,

(ii) the related audited consolidated statements of income, retained earnings and cash flows for

such fiscal year, setting forth in each case in comparative form the figures for the previous year,

(iii) an opinion thereon of an independent certified public accountantsaccounting firm of

recognized national standing, which opinion shall not be qualified as to scope of audit or going

concern and shall state that said consolidated financial statements fairly present the consolidated

financial condition and results of operations of Guarantor as at the end of and for such fiscal year

in accordance with GAAP, consistently applied, as at the end of, and for, such fiscal year, (iv) a

certification from such accountants that, in making the examination necessary therefor, no

information was obtained of any Default or Event of Default except as specified therein, and

(v) a Compliance Certificate; provided, however, such items shall be deemed to have been

delivered on the date such items are made publicly available on the SEC website;

(c)all reports submitted to Guarantor by independent certified public

accountants in connection with each annual, interim or special audit of the books and records of

Guarantor made by such accountants, including any management letter commenting on

Guarantor’s internal controls, if and to the extent that such reports (i) contain an explanatory

paragraph, emphasis-of-matter paragraph, or other statement referencing substantial doubt with

respect to Guarantor’s ability to operate as a going concern, (ii) identifies or discloses a material

weakness in Guarantor’s internal control over financial reporting or (iii) identifies or discloses a

significant deficiency in Guarantor’s internal control over financial reporting;

(d)with respect to each Purchased Asset and related Mortgaged Property

serviced by a Servicer other than Wells Fargo Bank, National Association:  (i) within forty--

five (45) days after the end of each fiscal quarter of Seller, a quarterly report of the following:

delinquency, loss experience, internal risk rating, surveillance, rent roll, occupancy and other

property-level information, and (ii) within ten (10) days after receipt oreither the preparation

thereof by Seller, or the receipt by Seller from any Underlying Obligor or any Servicer,

remittance, servicing, securitization, exception and other reports, operating and financial

statements of Underlying Obligors, and all modifications or updates to the items contained in the

Underwriting Materials;

(e) all financial statements, reports, notices and other documents that Guarantor

sends to holders of its Equity Interests or makesPackage; provided that Seller uses reasonable

efforts to require each Underlying Obligor to or filescomply with any Governmental Authority,

promptly after the delivery or filing thereofthe reporting requirements of the related Purchased

Asset Documents;

(e)(f) within ten (10) Business Days after the end of each monthBuyer’s

request thereof, a report of all proposed sales, repurchases and other transactions with respect to

the Purchased Assets, which schedule shall be reasonably acceptable to Buyer;

(f)(g) any other material agreements, correspondence, documents or other

information not included in an Underwriting Package which is related to Seller or the Purchased

Assets, promptly after the discoveryKnowledge thereof by Seller, Guarantor or any Affiliate of

Seller or Guarantor; and

(g)(h) such other information regarding the financial condition of Guarantor,

or regarding the financial condition, operations or business of Guarantor or any Underlying

Obligor as Buyer may reasonably request.

Section 8.07Delivery of Notices.  Seller shall promptly notify Buyer if, to

Seller’s Knowledge in its commercially reasonable judgment, any of the following events have

occurred, together with a certificate of a Responsible Officer of Seller setting forth details of

such occurrence and any action Seller has taken or proposes to take with respect thereto:

(a)a Representation Breach or any representation or warranty orwhich is an

MTM Representation being untrue or incorrect in any respect;

(b)any of the following:  (i) with respect to any Purchased Asset or related

Mortgaged Property: material change in Market Value, material loss or damage, material

licensing or permit issues, violation of Requirements of Law, discharge of or damage from

Materials of Environmental Concern or any other actual or expected event or change in

circumstances that could reasonably be expected to result in a default or material decline in value

or cash flow, and (ii) with respect to Seller: violation of Requirements of Law, material decline

in the value of Seller’s assets or properties, an Internal Control Event or other event or

circumstance that could reasonably be expected to have a Material Adverse Effect;

(c)the existence of any Default, Event of Default or material default under or

related to a Purchased Asset, Mortgage Loan Document, Indebtedness, Guarantee Obligation or

Contractual Obligation of Seller;

(d)the resignation or termination of any Servicer under any Servicing

Agreement with respect to any Purchased Asset;

(e)the establishment of a rating by any Rating Agency applicable to Seller,

Guarantor or any Affiliate of Seller or Guarantor, and any downgrade in or withdrawal of such

rating once established;

(f)the commencement of, settlement of or material judgment in any

litigation, action, suit, arbitration, investigation or other legal or arbitrable proceedings before

any Governmental Authority that (i) affects Seller, Pledgor, Guarantor or any Affiliate of Seller

or Guarantor, Purchased Asset, Pledged Collateral or Mortgaged Property, (ii) questions or

challenges the validity or enforceability of any Repurchase Document, Transaction, Purchased

Asset or Mortgage Loan Document, or (iii) individually or in the aggregate, if adversely

determined, could reasonably be likely to have a Material Adverse Effect; and

(g)any fact or circumstance not specified in an Approved Representation

Exception that could reasonably lead Seller to expect that any Purchased Asset will not be paid

in full.

Notwithstanding the foregoing, Seller shall be deemed to have breached the covenant set forth in

this Section 8.07 if any failure of Seller to have Knowledge of any related circumstance or event

results from the bad faith or willful misconduct of any employee of Seller, Guarantor or

Manager.

Section 8.08Hedging.  With respect to each Purchased Asset that is a Hedge

Required Asset, Seller shall enter into one or more one--hundred percent (100%) cash--

collateralized Interest Rate Protection Agreement(s) at the direction of and in a form acceptable

to Buyer.  Seller shall take such actions as Buyer deems necessary to perfect the security interest

granted in each Interest Rate Protection Agreement pursuant to Section 11.01, and shall assign to

Buyer, which assignment shall be consented to in writing by each Hedge Counterparty, all of

Seller’s rights (but none of the obligations) in, to and under each Interest Rate Protection

Agreement.  Each Interest Rate Protection Agreement shall contain provisions acceptable to

Buyer for additional credit support in the event the rating of any Rating Agency assigned to the

Hedge Counterparty (other than an Affiliated Hedge Counterparty) is downgraded or withdrawn,

in which event Seller shall ensure that such additional credit support is provided or promptly,

subject to the approval of Buyer, enter into new Interest Rate Protection Agreements with respect

to the related Purchased Assets with a replacement Hedge Counterparty.

Section 8.09Pledge and Security Agreement.  Seller shall not take any direct or

indirect action inconsistent with the Pledge and Security Agreement or the security interest

granted thereunder to Buyer in the Pledged Collateral.  Seller shall not permit any additional

Persons to acquire Equity Interests in Seller other than the Equity Interests owned by Pledgor and

pledged to Buyer on the Closing Date, and Seller shall not permit any sales, assignments, pledges

or transfers of the Equity Interests in Seller other than to Buyer.

Section 8.10Taxes.  Guarantor will continue to be a REIT.  Seller will continue

to be disregarded as a separate entity from Guarantor for U.S. federal income tax purposes.

Seller and Guarantor will each file all required federal income tax returns and all other material

tax returns, domestic and foreign, required to be filed by them and will pay all material Taxes

which become due and payable, other than any such Taxes that are being contested in good faith

by appropriate proceedings diligently conducted and for which appropriate reserves are

established in accordance with GAAP.

Section 8.11 Management. GuarantorSeller shall not, without Buyer’s prior

written consent (not to be unreasonably withheld, conditioned or delayed), terminate Manager as

Guarantor’s external manager pursuant to thepromptly provide notice to Buyer of any

termination of that certain Second Amended and Restated Management Agreement, dated as of

March 26October 23, 20132014, between Guarantor and Manager, and, in connection therewith,

any replacement external manager shall be subject to Buyer’s prior written approval, not to be

unreasonably withheld, conditioned or delayed.

Section 8.12Anti--Corruption Laws, Anti--Money Laundering Laws and

Sanctions.

(a)(a)The proceeds of any Transaction shall not be used, directly or

indirectly, for any purpose which would breach any applicable Anti--Corruption Laws, Anti--

Money Laundering Laws or Sanctions.

(b)(b)Seller and Guarantor shall (i) conduct its business in compliance

with applicable Anti--Corruption Laws, Anti--Money Laundering Laws and Sanctions; and (ii)

maintain policies and procedures designed to promote and achieve compliance with applicable

Anti--Corruption Laws, Anti--Money Laundering Laws and Sanctions.

(c)(c)The repurchase of any Purchased Asset or any other payment due

to Buyer under this Agreement or any other Repurchase Document shall not be funded, directly

or indirectly, with proceeds derived from a transaction that would be prohibited by Anti--

Corruption Laws, Anti--Money Laundering Laws or Sanctions, or in any manner that would

cause Seller, Guarantor or to the Knowledge of Seller or Guarantor, any Affiliates of Seller or

Guarantor to be in breach of any Anti--Corruption Laws, Anti--Money Laundering Laws or

Sanctions.

(d)(d)With respect to the Purchased Assets that were originated by Seller

or any Affiliate of Seller, Seller shall conduct or cause to be conducted the requisite due

diligence in connection with the origination or acquisition of each Purchased Asset for purposes

of complying with all applicable Anti--Money Laundering Laws, including with respect to the

legitimacy of the applicable Underlying Obligor and the origin of the assets used by such Person

to purchase the underlying Mortgaged Property, and will maintain sufficient information to

identify such Person for purposes of such Anti--Money Laundering Laws.

Section 8.13Compliance with Sanctions.  The proceeds of any Transaction

hereunder will not, directly or indirectly, be used to lend, contribute, or otherwise be made

available to any Sanctioned Target or any Person (i) to fund any activities or business of or with

a Sanctioned Target, or (ii) be used in any manner that would be prohibited by Sanctions or

would otherwise cause Buyer to be in breach of any Sanctions. Seller and Guarantor shall

comply with all applicable Sanctions, and shall maintain policies and procedures reasonably

designed to ensure compliance with Sanctions. Seller or Guarantor shall notify the Buyer in

writing not more than one (1) Business Day after becoming aware of any breach of Section 7.20

or this Section 8.13.

Section 8.14Beneficial Ownership.  To the extent that Seller is a “legal entity

customer” under the Beneficial Ownership Regulation, Seller shall promptly give notice to Buyer

of any change in the information provided in any Beneficial Ownership Certification that would

result in a change to the list of beneficial owners identified therein and shall promptly deliver an

updated Beneficial Ownership Certification to Buyer.

ARTICLE 9ARTICLE 9

SINGLE-PURPOSE ENTITY

Section 9.01Covenants Applicable to Seller.  Seller shall (i) own no assets other

than the Whole Loans identified to Buyer as Central Campus and Fountains at Lake Success and

120-125 RiversidePurchased Assets, and shall not engage in any business, other than with

respect to the assetsPurchased Assets and transactions specifically contemplated by this

Agreement and any other Repurchase Document, (ii) not incur any Indebtedness or other

obligation, secured or unsecured, direct or indirect, absolute or contingent (including

guaranteeing any obligation), other than (I) with respect to the Mortgage Loan Documents and

the Retained Interests, (II) commitments to make loans which may become Eligible Assets,

(III) unsecured trade debt not to exceed $100,000the Seller Monetary Threshold incurred in the

ordinary course of business, and (IV) as otherwise permitted under this Agreement, (iii) not

make any loans or advances to any Affiliate or third party and shall not acquire obligations or

securities of its Affiliates, in each case other than in connection with the origination or

acquisition of Assets for purchase under the Repurchase Documents, (iv) pay its debts and

liabilities (including, as applicable, shared personnel and overhead expenses) only from its own

assets, (v) comply with the provisions of its Governing Documents, (vi) do all things necessary

to observe organizational formalities and to preserve its existence, and shall not amend, modify,

waive provisions of or otherwise change its Governing Documents without the prior written

consent of Buyer, (vii) maintain all of its books, records, financial statements and bank accounts

separate from those of its Affiliates; (except that such financial statements may be consolidated

to the extent consolidation is required under GAAP or as a matter of Requirements of Law;

provided, that (iI) appropriate notation shall be made on such financial statements to indicate the

separateness of Seller from such Affiliate and to indicate that Seller’s assets and credit are not

available to satisfy the debts and other obligations of such Affiliate or any other Person and

(ixII) such assets shall also be listed on Seller’s own separate balance sheet) and file its own tax

returns (except to the extent consolidation is required or permitted under Requirements of Law),

(hviii) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct

from any other entity (including any Affiliate), shall correct any known misunderstanding

regarding its status as a separate entity, shall conduct business in its own name, and shall not

identify itself or any of its Affiliates as a division of the other, (ix) maintain adequate capital for

the normal obligations reasonably foreseeable in a business of its size and character and in light

of its contemplated business operations and shall remain Solvent, (x) not engage in or suffer any

Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in

part or convey or transfer all or substantially all of its properties and assets to any Person (except

as contemplated herein), nor shall Seller adopt, file or effect a Division, (xi) not commingle its

funds or other assets with those of any Affiliate or any other Person and shall maintain its

properties and assets in such a manner that it would not be costly or difficult to identify,

segregate or ascertain its properties and assets from those of others, (xii) maintain its properties,

assets and accounts separate from those of any Affiliate or any other Person, (xiii) not hold itself

out to be responsible for the debts or obligations of any other Person, (xiv) not, without the prior

unanimous written consent of all of its Independent Directors, take any Insolvency Action,

(xv) (I) have at all times at least one (1) Independent Director whose vote is required to take any

Insolvency Action, and (II) provide Buyer with up-to-date contact information for each such

Independent Director and a copy of the agreement pursuant to which such Independent Director

consents to and serves as an “Independent Director” for Seller, (xvi) the Governing Documents

for Seller shall provide that for so long as any Repurchase Obligations remain outstanding, that

(I)  Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement

of any Independent Director, together with the name and contact information of the replacement

Independent Director and evidence of the replacement’s satisfaction of the definition of

Independent Director, (II) to the fullest extent permitted by law, and notwithstanding any duty

otherwise existing at law or in equity, any Independent Director or Independent Manager shall

consider only the interests of Seller, including its respective creditors, in acting or otherwise

voting on the Insolvency Action, and (III) except for duties to Seller as set forth in the

immediately preceding clause (including duties to the holders of the Equity Interests in Seller or

Seller’s respective creditors solely to the extent of their respective economic interests in Seller,

but excluding (A) all other interests of the holders of the Equity Interests in Seller, (B) the

interests of other Affiliates of Seller, and (C) the interests of any group of Affiliates of which

Seller is a part), the Independent Directors or Independent Managers shall not have any fiduciary

duties to the holders of the Equity Interests in Seller, any officer or any other Person bound by

the Governing Documents; provided, however, the foregoing shall not eliminate the implied

contractual covenant of good faith and fair dealing, (xvii) not enter into any transaction with an

Affiliate of Seller except on commercially reasonable terms similar to those available to

unaffiliated parties in an arm’s-length transaction, (xviii) maintain a sufficient number of

employees (or, subject to clause (xx) below, the ability to utilize employees of its Affiliates) in

light of contemplated business operations (xix) use separate stationary, invoices and checks

bearing its own name, (xx) allocate fairly and reasonably any overhead for shared office space

and for services performed by an employee of an affiliate, (xxi) not pledge its assets to secure the

obligations of any other Person, and (xxii) not form, acquire or hold any Subsidiary or own any

Equity Interest in any other entity.

ARTICLE 10ARTICLE 10

EVENTS OF DEFAULT AND REMEDIES

Section 10.01Events of Default.  Each of the following events shall be an “Event

of Default”:

(a)Seller fails to make a payment of (i) Margin Deficit or Repurchase Price

(other than Price Differential) when due, whether by acceleration or otherwise, (ii) Price

Differential within one (1) Business Day of when due, or (iii) any other amount within two (2)

Business Days of when due, in each case under the Repurchase Documents;

(b)Seller fails to observe or perform in any material respect any other

Repurchase Obligation of Seller under the Repurchase Documents or the Mortgage Loan

Documents to which Seller is a party, and (except in the case of a failure to perform or observe

the Repurchase Obligations of Seller under Section 8.03 and 18.08(a)) such failure continues

unremedied for ten (10) days after the earlier of receipt of notice thereof from Buyer or the

discovery of such failure by Seller;

(c)any Representation Breach (other than a Representation Breach arising out

of the representations and warranties set forth in Schedule 1) exists and continues unremedied for

ten (10) days after the earlier of receipt of notice thereof from Buyer or the discovery of such

failure by Seller;

(d)Seller or Guarantor defaults beyond any applicable grace period in paying

any amount or performing any obligation under any Indebtedness, Guarantee Obligation or

Contractual Obligation with an aggregate outstanding amount of (x) with respect to Seller, at

least $100,000the Seller Monetary Threshold and (y) with respect to Guarantor, at least equal to

the Guarantor Default Threshold, and such default permits the acceleration of the maturity of

such Indebtedness, Guarantee Obligations or Contractual Obligations;

(e) Seller, Guarantor or any Subsidiary of Guarantor defaults beyond any

applicable grace period in paying any amount or performing any obligation due to Buyer or any

Affiliate of Buyer under any other financing, hedging, security or other agreement (other than

under this Agreement) between Seller, Guarantor or any Subsidiary of Guarantor and Buyer or

any Affiliate of Buyer, which involves the failure to pay a matured Indebtedness or permit the

acceleration of the maturity of the related Indebtedness[reserved];

(f)an Insolvency Event occurs with respect to Seller, Pledgor or Guarantor;

(g)a Change of Control occurs with respect to Seller, Pledgor or Guarantor;

(h)a final judgment or judgments for the payment of money in excess of in

the aggregate (x) with respect to Seller, $100,000the Seller Monetary Threshold and (y) with

respect to Guarantor, at least equal to the Guarantor Default Threshold, in each case, is entered

against Seller or Guarantor by one or more Governmental Authorities and the same is not

satisfied, discharged (or provision has not been made for such discharge) or bonded, or a stay of

execution thereof has not been procured, within thirty (30) Business Days from the date of entry

thereof;

(i)a Governmental Authority takes any action to (i) condemn, seize or

appropriate, or assume custody or control of, all or any substantial part of the property of Seller,

(ii) displace the management of Seller or curtail its authority in the conduct of the business of

Seller, (iii) terminate the activities of Seller as contemplated by the Repurchase Documents, or

(iv) remove, limit or restrict the approval of Seller of the foregoing as an issuer, buyer or a seller

of securities, and in each case such action is not discontinued or stayed within thirty (30) days;

(j)any Senior Employee admits in writing to any Person in an external

written communication (whether electronic or otherwise) that it is not Solvent or is not able to

perform or intends to contest or has knowledge of a potential default under any of its Repurchase

Obligations or any other Indebtedness;

(k)any provision of the Repurchase Documents, any right or remedy of Buyer

or obligation, covenant, agreement or duty of Seller thereunder, or any Lien, security interest or

control granted under or in connection with the Repurchase Documents, Pledged Collateral or

Purchased Assets terminates, is declared null and void, ceases to be valid and effective, ceases to

be the legal, valid, binding and enforceable obligation of Seller or any other Person, or the

validity, effectiveness, binding nature or enforceability thereof is contested, challenged, denied

or repudiated by Seller or any Affiliate thereof, in each case directly, indirectly, in whole or in

part;

(l)Buyer ceases for any reason to have a valid and perfected first priority

security interest in any Purchased Asset or any Pledged Collateral;

(m)Seller, Guarantor or Pledgor is required to register as an “investment

company” (as defined in the Investment Company Act) or the arrangements contemplated by the

Repurchase Documents shall require registration of Seller, Guarantor or Pledgor as an

“investment company”;

(n)Seller engages in any conduct or action where Buyer’s prior consent is

required by any Repurchase Document and Seller fails to obtain such consent;

(o)Seller, Servicer, any Underlying Obligor or any other Person fails to

deposit to the Waterfall Account all Income and other amounts as required by Section 5.01 and

other provisions of this Agreement when due, or the occurrence of a Servicer Event of Default,

and such failure to deposit or Servicer Event of Default, as applicable, is not cured within five (5)

Business Days; provided that, solely with respect to any such failure by an Underlying Obligor,

such failure shall not constitute a “Default” or an ‘Event of Default’ pursuant to this Section

10.01(o) during the Restructure Period;

(p)Guarantor’s audited annual financial statements or the notes thereto or

other opinions or conclusions stated therein are qualified or limited by reference to the status of

Guarantor as a “going concern” or a reference of similar import, other than a qualification or

limitation expressly related to Buyer’s rights in the Purchased Assets; [reserved];

(q)any termination event, default or event of default (however defined) shall

have occurred with respect to Seller under any Interest Rate Protection Agreement or Guarantor

breaches any of the obligations, terms or conditions set forth in the Guarantee Agreement;

(r)any Material Modification is made to any Purchased Asset or any

Mortgage Loan Document without the prior written consent of Buyer; provided that Seller shall

have one opportunity to cure a breach of this clause (r) by repurchasing the related Purchased

Asset for the full Repurchase Price therefor pursuant to Sections 3.04 and 3.06 within ten (10)

Business Days of the date of the related Material Modification;

(s)(1) Guarantor fails to qualify as a REIT (after giving effect to any cure or

corrective periods or allowances pursuant to the Code), or (2) Seller becomes subject to U.S.

federal income tax on a net income basis;

(t)either any breach by a Senior Employee of the covenant set forth in

Section 8.07, or if any failure of Seller to have Knowledge of any circumstances or events under

Section 8.07 results from the bad faith or willful misconduct of any employee of Seller,

Guarantor or Manager;

(u)any breach by Seller of the covenant set forth in Section 8.11; [reserved];

(v)(i) an Event of Default (as such term is defined in the Euro Facility

Agreement) has occurred and is continuing under the Euro Facility or (ii) an Event of Default (as

such term is defined in the GBP Facility Agreement) has occurred and is continuing under the

GBP Facility; and

(w)Seller adopts, files or effects a Division.

Section 10.02Remedies of Buyer as Owner of the Purchased Assets.  If an Event

of Default has occurred and is continuing, at the option of Buyer, exercised by notice to Seller

(which option shall be deemed to be exercised, even if no notice is given, automatically and

immediately upon the occurrence of an Event of Default under Section 10.01(f) or (g)), the

Repurchase Date for all Purchased Assets shall be deemed automatically and immediately to

occur (the date on which such option is exercised or deemed to be exercised, the “Accelerated

Repurchase Date”).  If Buyer exercises or is deemed to have exercised the foregoing option:

(a)All Repurchase Obligations shall become immediately due and payable on

and as of the Accelerated Repurchase Date.

(b)All amounts in the Waterfall Account and all Income paid after the

Accelerated Repurchase Date shall be retained by Buyer and applied in accordance with

Article 5.

(c)Buyer may complete any assignments, allonges, endorsements, powers or

other documents or instruments executed in blank and otherwise obtain physical possession of all

Mortgage Loan Documents and all other instruments, certificates and documents then held by

Custodian under the Custodial Agreement.  Buyer may obtain physical possession of all

Servicing Files, Servicing Agreements and other files and records of Seller or Servicer.  Seller

shall deliver to Buyer such assignments and other documents with respect thereto as Buyer shall

request.

(d)Buyer may immediately, at any time, and from time to time, exercise

either of the following remedies with respect to any or all of the Purchased Assets:  (i)  sell such

Purchased Assets on a servicing--released basis and/or without providing any representations and

warranties on an “as--is where is” basis, in a recognized market and by means of a public or

private sale at such price or prices as Buyer accepts, and apply the net proceeds thereof in

accordance with Article 5, or (ii) retain such Purchased Assets and give Seller credit against the

Repurchase Price for such Purchased Assets (or if the amount of such credit exceeds the

Repurchase Price for such Purchased Assets, to credit against Repurchase Obligations due and

any other amounts (without duplication) then owing to Buyer by any other Person pursuant to

any Repurchase Document, in such order and in such amounts as determined by Buyer), in an

amount equal to the Market Value of such Purchased Assets.  Until such time as Buyer exercises

either such remedy with respect to a Purchased Asset, Buyer may hold such Purchased Asset for

its own account and retain all Income with respect thereto, which Income shall be applied in

accordance with Section 5.04.

(e)The Parties agree that the Purchased Assets are of such a nature that they

may decline rapidly in value, and may not have a ready or liquid market.  Accordingly, Buyer

shall not be required to sell more than one Purchased Asset on a particular Business Day, to the

same purchaser or in the same manner.  Buyer may determine whether, when and in what

manner a Purchased Asset shall be sold, it being agreed that both a good faith public and a good

faith private sale shall be deemed to be commercially reasonable.  Buyer shall not be required to

give notice to Seller or any other Person prior to exercising any remedy in respect of an Event of

Default.  If no prior notice is given, Buyer shall give notice to Seller of the remedies exercised by

Buyer promptly thereafter.

(f)Seller shall be liable to Buyer for (i) any amount by which the Repurchase

Obligations due to Buyer exceed the aggregate of the net proceeds and credits referred to in the

preceding clause (d), (ii) the amount of all actual out--of--pocket expenses, including reasonable

legal fees and expenses, actually incurred by Buyer in connection with or as a consequence of an

Event of Default, (iii) any costs and losses payable under Section 12.03, and (iv) any other actual

loss, damage, cost or expense resulting from the occurrence of an Event of Default.

(g)Buyer shall be entitled to an injunction, an order of specific performance

or other equitable relief to compel Seller to fulfill any of its obligations as set forth in the

Repurchase Documents, including this Article 10, if Seller fails or refuses to perform its

obligations as set forth herein or therein.

(h)Seller hereby appoints Buyer as attorney-in-fact of Seller for purposes of

carrying out the Repurchase Documents, including executing, endorsing and recording any

instruments or documents and taking any other actions that Buyer deems necessary or advisable

to accomplish such purposes, which appointment is coupled with an interest and is irrevocable.

(i)Buyer may, without prior notice to Seller, exercise any or all of its set--off

rights including those set forth in Section 18.17 and pursuant to any other Repurchase Document.

This Section 10.02(i) shall be without prejudice and in addition to any right of set--off,

combination of accounts, Lien or other rights to which Buyer is at any time otherwise entitled.

(j)All rights and remedies of Buyer under the Repurchase Documents,

including those set forth in Section 18.17, are cumulative and not exclusive of any other rights or

remedies that Buyer may have and may be exercised at any time when an Event of Default has

occurred and is continuing.  Such rights and remedies may be enforced without prior judicial

process or hearing.  Seller agrees that nonjudicial remedies are consistent with the usages of the

trade, are responsive to commercial necessity and are the result of a bargain at arm’s-length.

Seller hereby expressly waives any defenses Seller might have to require Buyer to enforce its

rights by judicial process or otherwise arising from the use of nonjudicial process, disposition of

any or all of the Purchased Assets, or any other election of remedies.

ARTICLE 11ARTICLE 11

SECURITY INTEREST

Section 11.01Grant.   (a)

(a)Buyer and Seller intend that the Transactions be sales to Buyer of the

Purchased Assets and not loans from Buyer to Seller secured by the Purchased Assets.  However,

to preserve and protect Buyer’s rights with respect to the Purchased Assets and under the

Repurchase Documents if any Governmental Authority recharacterizes any Transaction with

respect to a Purchased Asset as other than a sale, and as security for the performance by Seller of

the Repurchase Obligations and the performance by each Other Facility Borrower under each

Other Facility Agreement of their respective Other Facility Repayment Obligations, (i) Seller

hereby grants to Buyer a present Lien on and security interest in all of the right, title and interest

of Seller in, to and under (A) the Purchased Assets (which for this purpose shall be deemed to

include the items described in the proviso in the definition thereof), and (B) each Mezzanine

Loan assigned to Buyer pursuant to Section 3.01(g), and (C) each Interest Rate Protection

Agreement with each Hedge Counterparty relating to each Purchased Asset ((A) and (B)

collectively, the “Collateral”) and (ii) Seller hereby grants to each Other Facility Lender a

present Lien on and security interest in all of the right, title and interest of Seller in, to and under

the Collateral; and the transfer of the Purchased Assets to Buyer shall be deemed to constitute

and confirm such grant, to secure the payment and performance by Seller of the Repurchase

Obligations (including the obligation of Seller to pay the Repurchase Price, or if the related

Transaction is recharacterized as a loan, to repay such loan for the Repurchase Price) and the

performance by each Other Facility Borrower under each Other Facility Agreement of their

respective Other Facility Repayment Obligations.

(b) Without limiting the generality of the foregoing and for the avoidance of

doubt, Seller hereby pledges, assigns and grants to Buyer as further security for Seller’s

obligations to Buyer hereunder, a continuing first priority security interest in and Lien upon the

Mezzanine Loans related to each Purchased Asset, if any, and Buyer shall have all the rights and

remedies of a “secured party” under the Uniform Commercial Code with respect thereto (such

pledge, the “Related Credit Enhancement”) .

(b)Each Other Facility Lender hereby acknowledges and agrees that its

security interest in the Collateral as security for the Other Facility Repayment Obligations owing

to such Other Facility Lender shall at all times be junior and subordinate in all respects to

Buyer’s security interest in the Collateral as security for the Repurchase Obligations.  The

preceding subordination of each Other Facility Lender’s security interest in the Collateral affects

only the relative priority of each Other Facility Lender’s security interest in the Collateral, and

shall not subordinate any Other Facility Repayment Obligations in right of payment to the

Repurchase Obligations.

(c)(c)Buyer agrees to act as agent for and on behalf of each Other

Facility Lender (including without limitation for purposes of Sections 9-313(c), 8-106(d)(3),

9-104(a) and 9-106(a) of the UCC) with respect to the security interest granted hereby to secure

the obligations owing to each Other Facility Lender under the related Other Facility, including,

without limitation, with respect to the Purchased Assets and the Purchased Asset Files held by

Custodian pursuant to the Custodial Agreement.

Section 11.02Effect of Grant.  If any circumstance described in Section 11.01

occurs, (a) this Agreement shall also be deemed to be a security agreement as defined in the

UCC, (b) Buyer and each Other Facility Lender shall have all of the rights and remedies

provided to a secured party by Requirements of Law (including the rights and remedies of a

secured party under the UCC and the right to set off any mutual debt and claim) and under any

other agreement between Buyer and Seller or between any Affiliated Hedge Counterparty and

Seller, (c) without limiting the generality of the foregoing, Buyer and each Other Facility Lender

shall be entitled to set off the proceeds of the liquidation of the Purchased Assets against all of

the Repurchase Obligations or Other Facility Repayment Obligations, as applicable, without

prejudice to Buyer’s or any Other Facility Lender’s right to recover any deficiency, (d) the

possession by Buyer or any of its agents, including Custodian, of the Mortgage Loan Documents,

the Purchased Assets and such other items of property as constitute instruments, money,

negotiable documents, securities or chattel paper shall be deemed to be possession by the secured

party for purposes of perfecting such security interest under the UCC and Requirements of Law,

and (e) notifications to Persons (other than Buyer) holding such property, and acknowledgments,

receipts or confirmations from Persons (other than Buyer) holding such property, shall be

deemed notifications to, or acknowledgments, receipts or confirmations from, securities

intermediaries, bailees or agents (as applicable) of the secured party for the purpose of perfecting

such security interest under the UCC and Requirements of Law.  The security interests of Buyer

granted herein shall be, and Seller hereby represents and warrants to Buyer and all other

Affiliated Hedge Counterparties that it is, a first priority perfected security interest.  The security

interests of the Other Facility Lenders granted herein shall be, and Seller hereby represents and

warrants to Buyer and all other Affiliated Hedge Counterparties that it is, a perfected security

interest subordinate in priority only to the security interests of Buyer.  For the avoidance of

doubt, (i) each Purchased Asset and each Interest Rate Protection Agreement relating to a

Purchased Asset secures the Repurchase Obligations of Seller with respect to all other

Transactions and all other Purchased Assets, including any Purchased Assets that are junior in

priority to the Purchased Asset in question, and the Other Facility Repayment Obligations, and

(ii) if an Event of Default has occurred and is continuing, no Purchased Asset or Interest Rate

Protection Agreement relating to a Purchased Asset will be released from Buyer’s or any Other

Facility Lender’s Lien or transferred to Seller until the Repurchase Obligations and all Other

Facility Repayment Obligations are indefeasibly paid in full.  Notwithstanding the foregoing, the

Repurchase Obligations and all Other Facility Repayment Obligations shall be full recourse to

Seller.

Section 11.03Seller to Remain Liable.  Buyer and Seller agree that the grant of a

security interest under this Article 11 shall not constitute or result in the creation or assumption

by Buyer of any Retained Interest or other obligation of Seller or any other Person in connection

with any Purchased Asset, or any Interest Rate Protection Agreement whether or not Buyer

exercises any right with respect thereto.  Seller shall remain liable under the Purchased Assets,

each Interest Rate Protection Agreement and the Mortgage Loan Documents to perform all of

Seller’s duties and obligations thereunder to the same extent as if the Repurchase Documents had

not been executed.

Section 11.04Waiver of Certain Laws.  Seller agrees, to the extent permitted by

Requirements of Law, that neither it nor anyone claiming through or under it will set up, claim or

seek to take advantage of any appraisement, valuation, stay, extension or redemption law now or

hereafter in force in any locality where any Purchased Assets may be situated in order to prevent,

hinder or delay the enforcement or foreclosure of this Agreement, or the absolute sale of any of

the Purchased Assets or Interest Rate Protection Agreement relating to a Purchased Asset or any

part thereof, or the final and absolute putting into possession thereof, immediately after such sale,

of the purchasers thereof, and Seller, for itself and all who may at any time claim through or

under it, hereby waives, to the full extent that it may be lawful so to do, the benefit of all such

laws and any and all right to have any of the properties or assets constituting the Purchased

Assets or Interest Rate Protection Agreement relating to a Purchased Asset marshaled upon any

such sale, and agrees that Buyer or any court having jurisdiction to foreclose the security

interests granted in this Agreement may sell the Purchased Assets and each Interest Rate

Protection Agreement relating to a Purchased Asset as an entirety or in such parcels as Buyer or

such court may determine.

ARTICLE 12ARTICLE 12

BENCHMARK REPLACEMENT; INCREASED COSTS; CAPITAL ADEQUACY

Section 12.01Benchmark Replacement; Market Disruption.

(a)(a)  Benchmark Replacement.  Notwithstanding anything to the contrary

herein or in any other Repurchase Document, with respect to any Transaction, if a Benchmark

Transition Event and its related Benchmark Replacement Date have occurred prior to any setting

of the applicable then--current Benchmark, then the Benchmark Replacement will replace such

Benchmark with respect to each affected Transaction for all purposes hereunder or under any

Repurchase Document in respect of such Benchmark setting and subsequent Benchmark settings,

without any amendment to, or further action or consent of any other party to, this Agreement or

any other Repurchase Document.

(b)(b) Benchmark Replacement Conforming Changes.  In connection with

the use, administration, adoption or implementation of a Benchmark Replacement, Buyer will

have the right to make Conforming Changes from time to time and, notwithstanding anything to

the contrary herein or in any other Repurchase Document, any amendments implementing such

Conforming Changes will become effective without any further action or consent of Seller or any

other party to this Agreement or any other Repurchase Document.

(c)(c) Notices; Standards for Decisions and Determinations.  Buyer will

notify Seller of (i) the implementation of any Benchmark Replacement, and (ii) the effectiveness

of any Conforming Changes in connection with the use, administration, adoption or

implementation of a Benchmark Replacement.  Any determination, decision or election that may

be made by Buyer pursuant to this Section 12.01, including any determination with respect to a

tenor, rate or adjustment or of the occurrence or non--occurrence of an event, circumstance or

date and any decision to take or refrain from taking any action or any selection, will be

conclusive and binding absent manifest error and may be made in its sole discretion and without

consent from Seller or any other party to this Agreement or any other Repurchase Document.

(d)(d) Market Disruption.  Notwithstanding the foregoing, if prior to any

Pricing Period, Buyer determines that, by reason of circumstances affecting the relevant market

(other than a Benchmark Transition Event), adequate and reasonable means do not exist for

ascertaining any ApplicableTerm SOFR for such Pricing Period, Buyer shall give prompt notice

thereof to Seller, whereupon the Pricing Rate for such Pricing Period with respect to each

Transaction based on such ApplicableTerm SOFR, and for all subsequent Pricing Periods for

Transactions based on such ApplicableTerm SOFR until such notice has been withdrawn by

Buyer, shall be the sum of (i) an alternate benchmark rate that has been selected by Buyer, (ii)

the spread adjustment, or method for calculating or determining such spread adjustment (which

may be a positive or negative value or zero) that has been selected by Buyer and (iii) the

applicable Pricing Margin.

(e)(e) Initial Benchmark Conforming Changes.  In connection with the use or

administration of any Benchmark, Buyer will have the right to make Conforming Changes from

time to time and, notwithstanding anything to the contrary herein or in any other Repurchase

Document, any amendments implementing such Conforming Changes will become effective

without any further action or consent of Seller or any other party to this Agreement or any other

Repurchase Document.  Buyer will notify Seller of the effectiveness of any Conforming Changes

in connection with the use or administration of any Benchmark.

In exercising its rights and remedies under this Section 12.01, Buyer shall treat

Seller in a manner that is substantially similar to the manner it treats other similarly situated

sellers in facilities with substantially similar assets.

Section 12.02Illegality.  If the adoption of or any change in any Requirements of

Law or in the interpretation or application thereof after the date hereof shall make it unlawful for

Buyer to effect or continue Transactions as contemplated by the Repurchase Documents, (a) any

commitment of Buyer hereunder to enter into new Transactions shall be terminated, and the

Maturity Date shall be deemed to have occurred (b) if required by such adoption or change, the

Pricing Rate shall be the sum of (i) an alternate benchmark rate that has been selected by Buyer,

(ii) the spread adjustment, or method for calculating or determining such spread adjustment

(which may be a positive or negative value or zero) that has been selected by Buyer and (iii) the

applicable Pricing Margin, and (c) if required by such adoption or change in any Requirements

of Law, the Maturity Date shall be deemed to have occurred.  In exercising its rights and

remedies under this Section 12.02, Buyer shall treat Seller in a manner that is substantially

similar to the manner it treats other similarly situated sellers in facilities with substantially

similar assets.

Section 12.03Breakfunding.  In the event of (a) the failure by Seller to terminate

any Transaction after Seller has given a notice of termination pursuant to Section 3.04, (b) any

payment to Buyer on account of the outstanding Repurchase Price, including a payment made

pursuant to Section 3.04 but excluding a payment made pursuant to Sections 5.02 or 5.03, on any

day other than a Remittance Date, (c) any failure by Seller to sell Eligible Assets to Buyer after

Seller has notified Buyer of a proposed Transaction and Buyer has agreed to purchase such

Eligible Assets in accordance with this Agreement, or (d) any redetermination of the Pricing Rate

based on a Benchmark Replacement for any reason on a day that is not the last day of the then--

current Pricing Period, Seller shall compensate Buyer for the cost and expense attributable to

such event.  A certificate of Buyer setting forth any amount or amounts that Buyer is entitled to

receive pursuant to this Section 12.03 shall be delivered to Seller and shall be conclusive to the

extent calculated in good faith and absent manifest error.  Seller shall pay Buyer the amount

shown as due on any such certificate within ten (10) days after receipt thereof.

Section 12.04Increased Costs.  If the adoption of, or any change in, any

Requirements of Law or in the interpretation or application thereof by any Governmental

Authority, or compliance by Buyer with any request or directive (whether or not having the force

of law) from any central bank or other Governmental Authority having jurisdiction over Buyer

made after the date of this Agreement, shall:  (a) subject Buyer to any Taxes (other than (i)

Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded

Taxes” or (iii) Connection Income Taxes) on its loans, loan principal, letters of credit,

commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable

thereto, (b) impose, modify or hold applicable any reserve (including pursuant to regulations

issued from time to time by the Board of Governors of the Federal Reserve System of the United

States for determining the maximum reserve requirement (including any emergency, special,

supplemental or other marginal reserve requirement) with respect to eurocurrency funding

(currently referred to as “Eurocurrency liabilities” in Regulation D of the Board of Governors of

the Federal Reserve System of the United States, as amended and in effect from time to time)),

special deposit, compulsory loan or similar requirement against assets held by, deposits or other

liabilities in or for the account of, advances, loans or other extensions of credit by, or any other

acquisition of funds by, any office of Buyer, or (c) impose on Buyer any other condition; and the

result of any of the preceding clauses (a), (b) and (c) is to increase the cost to Buyer, by an

amount that Buyer deems to be material, of entering into, continuing or maintaining

Transactions, or to reduce any amount receivable under the Repurchase Documents in respect

thereof, then, in any such case, upon not less than thirty (30) days’ prior written notice to Seller,

Seller shall pay to Buyer such additional amount or amounts as reasonably necessary to fully

compensate Buyer for such increased cost or reduced amount receivable; provided, however, that

Buyer shall not treat Seller differently than other similarly situated customers in requiring the

payment of such amount or amounts.

Section 12.05Capital Adequacy.  If Buyer determines that any change in a

Requirement of Law or internal policy regarding capital requirements has or would have the

effect of reducing the rate of return on Buyer’s capital as a consequence of this Agreement or its

obligations under the Transactions hereunder to a level below that which Buyer could have

achieved but for such change in a Requirement of Law (taking into consideration Buyer’s

policies with respect to capital adequacy), then from time to time Seller will promptly upon

demand pay to Buyer such additional amount or amounts as will compensate Buyer for any such

reduction suffered.  In determining any additional amounts due under this Section 12.05, Buyer

shall treat Seller in the same manner it treats other similarly situated sellers in facilities with

substantially similar assets.  Buyer will provide Seller with no less than thirty (30) days prior

notice of the implementation of any change or event pursuant to which additional amounts are

due or will become due under this Section 12.05.

Section 12.06Taxes.

(a)Any and all payments by or on account of any obligation of Seller under

any Repurchase Document shall be made without deduction or withholding for any Taxes,

except as required by applicable law.  If any applicable law requires the deduction or

withholding of any Tax from any such payment, then Seller shall make (or cause to be made)

such deduction or withholding and shall timely pay (or cause to be timely paid) the full amount

deducted or withheld to the relevant Governmental Authority in accordance with applicable law

and, if such Tax is an Indemnified Tax, then the sum payable shall be increased by Seller as

necessary so that after such deduction or withholding has been made (including such deductions

and withholdings applicable to additional sums payable under this Section 12.06) Buyer receives

an amount equal to the sum it would have received had no such deduction or withholding been

made.

(b)Seller shall timely pay, without duplication, any Other Taxes (i) imposed

on Seller to the relevant Governmental Authority in accordance with applicable law, and (ii)

imposed on Buyer or Eligible Assignee, as the case may be, upon written notice from such

Person setting forth in reasonable detail the calculation of such Other Taxes.

(c)Seller shall indemnify Buyer, within ten (10) Business Days after written

demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes

imposed or asserted on or attributable to amounts payable under this Section 12.06) paid by

Buyer or required to be withheld or deducted from a payment to Buyer, and any reasonable

expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were

correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as

to the amount of such payment or liability setting forth in reasonable detail the calculation of the

amount of such payment or liability delivered to Seller by Buyer shall be conclusive absent

manifest error.

(d)As soon as practicable after any payment of Taxes by Seller to a

Governmental Authority pursuant to this Section 12.06, Seller shall deliver to Buyer the original

or a certified copy of a receipt issued by such Governmental Authority evidencing such payment,

a copy of the return reporting such payment or other evidence of such payment reasonably

satisfactory to Buyer.

(e)(i) If Buyer is entitled to an exemption from or reduction of withholding

Tax with respect to payments made under any Repurchase Document, Buyer shall deliver to

Seller, at the time or times reasonably requested by Seller, such properly completed and executed

documentation reasonably requested by Seller as will permit such payments to be made without

withholding or at a reduced rate of withholding.  In addition, Buyer, if reasonably requested by

Seller, shall deliver such other documentation prescribed by applicable law or reasonably

requested by Seller as will enable Seller to determine whether or not Buyer is subject to backup

withholding or information reporting requirements.  Notwithstanding anything to the contrary in

the preceding two sentences, the completion, execution and submission of such documentation

(other than such documentation set forth in Section 12.06(e)(i)(A), Section 12.06(e)(i)(B) and

Section 12.06(e)(i)(D) below) shall not be required if in Buyer’s reasonable judgment such

completion, execution or submission would subject Buyer to any material unreimbursed cost or

expense or would materially prejudice the legal or commercial position of Buyer.  Without

limiting the generality of the foregoing:

(A) (A) if Buyer is a U.S. Buyer, it shall deliver to Seller on or

prior to the date on which Buyer becomes a party under this Agreement (and from

time to time thereafter upon the reasonable request of Seller), executed originals

of IRS Form W--9 certifying that Buyer is exempt from U.S. federal backup

withholding tax;

(B) (B) if Buyer is a Foreign Buyer, it shall, to the extent it is

legally entitled to do so, deliver to Seller (in such number of copies as shall be

requested by Seller) on or prior to the date on which Buyer becomes a party under

this Agreement (and from time to time thereafter upon the reasonable request of

Seller), whichever of the following is applicable:

(I) in the case of a Foreign Buyer claiming the benefits of

an income tax treaty to which the United States is a party, (x) with respect

to payments of interest under any Repurchase Document, executed

originals of IRS Form W--8BEN establishing an exemption from, or

reduction of, U.S. federal withholding Tax pursuant to the “interest”

article of such tax treaty and (y) with respect to any other applicable

payments under any Repurchase Document, IRS Form W--8BEN

establishing an exemption from, or reduction of, U.S. federal withholding

Tax pursuant to the “business profits” or “other income” article of such tax

treaty;

(II) executed originals of IRS Form W--8ECI;

(III) in the case of a Foreign Buyer claiming the benefits of

the exemption for portfolio interest under Section 881(c) of the Code, (x) a

certificate to the effect that such Foreign Buyer is not a “bank” within the

meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder”

of Seller within the meaning of Section 881(c)(3)(B) of the Code, or a

“controlled foreign corporation” described in Section 881(c)(3)(C) of the

Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of

IRS Form W--8BEN; or

(IV) to the extent a Foreign Buyer is not the beneficial

owner, executed originals of IRS Form W--8IMY, accompanied by IRS

Form W--8ECI, IRS Form W--8BEN, a U.S. Tax Compliance Certificate,

IRS Form W--9, and/or other certification documents from each beneficial

owner, as applicable; provided that if the Foreign Buyer is a partnership

and one or more direct or indirect partners of such Foreign Buyer are

claiming the portfolio interest exemption, such Foreign Buyer may

provide a U.S. Tax Compliance Certificate on behalf of each such direct

and indirect partner;

(C) (C) if Buyer is a Foreign Buyer, it shall, to the extent it is

legally entitled to do so, deliver to Seller (in such number of copies as shall be

requested by Seller) on or prior to the date on which Buyer becomes a party under

this Agreement (and from time to time thereafter upon the reasonable request of

Seller), executed originals of any other form prescribed by applicable law as a

basis for claiming exemption from or a reduction in U.S. federal withholding Tax,

duly completed, together with such supplementary documentation as may be

prescribed by applicable law to permit Seller to determine the withholding or

deduction required to be made; and

(D) (D) if a payment made to Buyer under any Repurchase

Document would be subject to U.S. federal withholding Tax imposed by FATCA

if Buyer were to fail to comply with the applicable reporting requirements of

FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as

applicable), Buyer shall deliver to Seller at the time or times prescribed by law

and at such time or times reasonably requested by Seller such documentation

prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i)

of the Code) and such additional documentation reasonably requested by Seller as

may be necessary for Seller to comply with its obligations under FATCA and to

determine that Buyer has complied with Buyer’s obligations under FATCA or to

determine the amount to deduct and withhold from such payment.  Solely for

purposes of this clause (D), “FATCA” shall include any amendments made to

FATCA after the date of this Agreement.

Buyer agrees that if any form or certification it previously delivered expires or becomes obsolete

or inaccurate in any respect, it shall update such form or certification or promptly notify Seller in

writing of its legal inability to do so.

(f)If any Party determines, in its sole discretion, exercised in good faith, that

it has received a refund of any Taxes as to which it has been indemnified pursuant to this

Section 12.06 (including by the payment of additional amounts pursuant to this Section 12.06), it

shall pay to the indemnifying party an amount equal to such refund (but only to the extent of

indemnity payments made under this Section 12.06 with respect to the Taxes giving rise to such

refund), net of all out--of--pocket expenses (including Taxes) of such indemnified party and

without interest (other than any interest paid by the relevant Governmental Authority with

respect to such refund).  Such indemnifying party, upon the request of such indemnified party,

shall repay to such indemnified party the amount paid over pursuant to this Section 12.06(f) (plus

any penalties, interest or other charges imposed by the relevant Governmental Authority) in the

event that such indemnified party is required to repay such refund to such Governmental

Authority.  Notwithstanding anything to the contrary in this Section 12.06(f), in no event will the

indemnified party be required to pay any amount to an indemnifying party pursuant to this

Section 12.06(f) the payment of which would place the indemnified party in a less favorable net

after--Tax position than the indemnified party would have been in if the Tax subject to

indemnification and giving rise to such refund had not been deducted, withheld or otherwise

imposed and the indemnification payments or additional amounts giving rise to such refund had

never been paid.  This Section 12.06(f) shall not be construed to require any indemnified party to

make available its Tax returns (or any other information relating to its Taxes that it deems

confidential) to the indemnifying party or any other Person.

(g)For the avoidance of doubt, for purposes of this Section 12.06, the term

“applicable law” includes FATCA.

Section 12.07Payment and Survival of Obligations.  Buyer may at any time send

Seller a notice showing the calculation of any amounts payable pursuant to this Article 12, and

Seller shall pay such amounts to Buyer within the time period stated in the applicable provision

of this Article 12, or if no such time period is stated, within ten (10) Business Days after Seller

receives such notice.  Each Party’s obligations under this Article 12 shall survive any assignment

of rights by, or the replacement of Buyer, the termination of the Transactions and the repayment,

satisfaction or discharge of all obligations under any Repurchase Document.

Section 12.08Limitation on Tax Payments.  Notwithstanding anything to the

contrary in this Agreement, no payment shall be required under Section 12.06(b)(ii) or (c) for

any claim by Buyer or any Eligible Assignee with respect to Indemnified Taxes unless a written

notice thereof (setting forth in reasonable detail the calculation of the amount of such claim) is

delivered to Seller within two hundred and seventy (270) days from the earlier of (i) the filing of

the applicable tax return in which such amount is included, or (if earlier) the payment thereof by

or on behalf of such Buyer or Eligible Assignee, and (ii) the receipt by such Buyer or Eligible

Assignee of a written assertion by a Governmental Authority that such Indemnified Taxes are

owed by, or on behalf of, any such Buyer or Eligible Assignee.

ARTICLE 13ARTICLE 13

INDEMNITY AND EXPENSES

Section 13.01Indemnity.

(a)Seller shall release, defend, indemnify and hold harmless Buyer, Affiliates

of Buyer and its and their respective officers, directors, shareholders, partners, members, owners,

employees, agents, attorneys, Affiliates and advisors (each an “Indemnified Person” and

collectively the “Indemnified Persons”), against, and shall hold each Indemnified Person

harmless, on a net after--Tax basis, from any and all liabilities, obligations, losses, damages,

penalties, actions, judgments, suits, fees, costs, expenses (including reasonable legal fees,

charges, and disbursements of any counsel for any such Indemnified Person and expenses),

penalties or fines of any kind that may be imposed on, incurred by or asserted against any such

Indemnified Person (collectively, the “Indemnified Amounts”) in any way relating to, arising out

of or resulting from or in connection with (i) the Repurchase Documents, the Mortgage Loan

Documents, the Purchased Assets, the Pledged Collateral, the Transactions, any Mortgaged

Property or related property, or any action taken or omitted to be taken by any Indemnified

Person in connection with or under any of the foregoing, or any transaction contemplated hereby

or thereby, or any amendment, supplement or modification of, or any waiver or consent under or

in respect of any Repurchase Document, any Transaction, any Purchased Asset, any Mortgage

Loan Document or any Pledged Collateral, (ii) any claims, actions or damages by an Underlying

Obligor or lessee with respect to a Purchased Asset, (iii) any violation or alleged violation of,

non--compliance with or liability under any Requirements of Law, (iv) ownership of, Liens on,

security interests in or the exercise of rights or remedies under any of the items referred to in the

preceding clause (i), (v) any accident, injury to or death of any person or loss of or damage to

property occurring in, on or about any Mortgaged Property or on the adjoining sidewalks, curbs,

parking areas, streets or ways, (vi) any use, nonuse or condition in, on or about, or possession,

alteration, repair, operation, maintenance or management of, any Mortgaged Property or on the

adjoining sidewalks, curbs, parking areas, streets or ways, (vii) any failure by Seller to perform

or comply with any Repurchase Document, Mortgage Loan Document or Purchased Asset,

(viii) performance of any labor or services or the furnishing of any materials or other property in

respect of any Mortgaged Property or Purchased Asset, (ix) any claim by brokers, finders or

similar Persons claiming to be entitled to a commission in connection with any lease or other

transaction involving any Repurchase Document, Purchased Asset or Mortgaged Property,

(x) the execution, delivery, filing or recording of any Repurchase Document, Mortgage Loan

Document, or any memorandum of any of the foregoing, (xi) any Lien or claim arising on or

against any Purchased Asset or related Mortgaged Property under any Requirements of Law or

any liability asserted against Buyer or any Indemnified Person with respect thereto, (xii) except

and to the extent, in each case listed in this subsection (a)(xii), as results from any Indemnified

Person’s gross negligence or intentional misconduct, as determined by a court of competent

jurisdiction pursuant to a final, non--appealable judgment, (1) a past, present or future violation

or alleged violation of any Environmental Laws in connection with any Mortgaged Property by

any Person or other source, whether related or unrelated to Seller or any Underlying Obligor,

(2) any presence of any Materials of Environmental Concern in, on, within, above, under, near,

affecting or emanating from any Mortgaged Property in violation of Environmental Law, (3) the

failure to timely perform any Remedial Work related to a Mortgaged Property required under the

Mortgage Loan Documents or pursuant to Environmental Law, (4) any past, present or future

activity by any Person or other source, whether related or unrelated to Seller or any Underlying

Obligor in connection with any actual, proposed or threatened use, treatment, storage, holding,

existence, disposition or other release, generation, production, manufacturing, processing,

refining, control, management, abatement, removal, handling, transfer or transportation to or

from any Mortgaged Property of any Materials of Environmental Concern at any time located in,

under, on, above or affecting any Mortgaged Property, in each case, in violation of

Environmental Law, (5) any past, present or future actual Release (whether intentional or

unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near

or affecting any Mortgaged Property by any Person or other source, whether related or unrelated

to Seller or any Underlying Obligor, in each case, in violation of Environmental Law, (6) the

imposition, recording or filing or the threatened imposition, recording or filing of any Lien on

any Mortgaged Property with regard to, or as a result of, any Materials of Environmental

Concern or pursuant to any Environmental Law, or (7) any misrepresentation or failure to

perform any obligations pursuant to any Repurchase Document or Mortgage Loan Document or

in connection with environmental matters relating to a Mortgaged Property in any way, (xiii) the

Term Sheet or any business communications or dealings between the Parties relating thereto, or

(xiv) Seller’s conduct, activities, actions and/or inactions in connection with, relating to or

arising out of any of the foregoing clauses of this Section 13.01, that, in each case, results from

anything whatsoever other than any Indemnified Person’s gross negligence or intentional

misconduct, as determined by a court of competent jurisdiction pursuant to a final, non--

appealable judgment.  In any suit, proceeding or action brought by an Indemnified Person in

connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions

of any Purchased Asset, Seller shall defend, indemnify and hold such Indemnified Person

harmless from and against all expense, loss or damage suffered by reason of any defense, set-off,

counterclaim, recoupment or reduction of liability whatsoever of the account debtor or

Underlying Obligor arising out of a breach by Seller of any obligation thereunder or arising out

of any other agreement, indebtedness or liability at any time owing to or in favor of such account

debtor or Underlying Obligor from Seller.  In the case of an investigation, litigation or other

proceeding to which the indemnity in this Section 13.01 applies, such indemnity shall be

effective whether or not such investigation, litigation or proceeding is brought by Seller, an

Indemnified Person or any other Person or any Indemnified Person is otherwise a party thereto

and whether or not any Transaction is entered into.  For the avoidance of doubt, this Article 13

shall not apply to claims with respect to Indemnified Taxes with respect to which Seller has paid

additional amounts to Buyer pursuant to this Section 12.06, or to claims with respect to any

Taxes other than Taxes that represent losses, claims, damages, or other liabilities arising from a

non--Tax claim.

(b)If for any reason the indemnification provided in this Section 13.01 is

unavailable to the Indemnified Person or is insufficient to hold an Indemnified Person harmless,

even though such Indemnified Person is entitled to indemnification under the express terms

thereof, then Seller shall contribute to the amount paid or payable by such Indemnified Person as

a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the

relative benefits received by such Indemnified Person on the one hand and Seller on the other

hand, the relative fault of such Indemnified Person, and any other relevant equitable

considerations.

(c)An Indemnified Person may at any time send Seller a notice showing the

calculation of Indemnified Amounts, and Seller shall pay such Indemnified Amounts to such

Indemnified Person within ten (10) Business Days after Seller receives such notice.  The

obligations of Seller under this Section 13.01 shall apply (without duplication) to Eligible

Assignees and Participants and survive the termination of this Agreement.

Section 13.02Expenses.  Seller shall promptly on demand pay to, or as directed

by, Buyer all third-party out-of-pocket costs and expenses (including outside legal and

accounting fees and expenses) incurred by Buyer in connection with (a) the development,

evaluation, preparation, negotiation, execution, consummation, delivery and administration of,

and any amendment, supplement or modification to, or extension, renewal or waiver of, the

Repurchase Documents and the Transactions, (b) any Asset or Purchased Asset, including due

diligence, inspection, testing, review, recording, registration, travel custody, care, insurance or

preservation, (c) the enforcement of the Repurchase Documents or the payment or performance

by Seller of any Repurchase Obligations, and (d) any actual or attempted sale, exchange,

enforcement, collection, compromise or settlement relating to the Purchased Assets, and (e) one

(1) Appraisal per calendar year; provided that Buyer shall bear the costs of any additional

Appraisals in such calendar year, unless an Event of Default shall have occurred and is

continuing, in which case, Seller shall be responsible for any and all such costs. The costs and

expenses incurred by Buyer pursuant to any due diligence, inspection, testing, review, recording,

registration, travel custody, care, insurance or preservation, underwriting or re-underwriting of an

Asset shall not exceed $15,000 so long as such Asset is a single Asset (collectively, the “Asset

Diligence Cap”). Notwithstanding the foregoing, no Asset Diligence Cap shall apply (and Seller

shall promptly on demand pay to, or as directed by Buyer, all third-party out-of-pocket costs and

expenses (including outside legal and accounting fees and expenses) incurred by Buyer and its

third party consultants, attorneys, vendors and other diligence providers, in connection with any

review, analysis or re-underwriting of an Asset that, in Buyer’s reasonable discretion, (a)

involves structural or collateral complexity, including, without limitation, any Whole Loan

divided into senior and subordinate participation interests or evidenced by multiple promissory

notes representing different priority interests in the same Mortgaged Property or other collateral,

any Mezzanine Loan, any preferred equity, or any co-lender or intercreditor arrangement, (b) is

secured by multiple Mortgaged Properties, is cross-collateralized or cross-defaulted, or involves

collateral located in multiple jurisdictions, (c) requires specialized due diligence due to

environmental, tax, regulatory, foreclosure, bankruptcy, or bankruptcy-remote analysis, (d) is a

non-performing, specially serviced or restructured Asset, or otherwise presents heightened credit,

default, fraud, litigation or other risk, or (e) arises after any monetary or material non-monetary

Default, Event of Default, Material Adverse Effect, Sequential Pay Trigger Event, Cash Sweep

Trigger Event or breach of the Defaulted Asset Concentration Limit has occurred and is

continuing.

ARTICLE 14ARTICLE 14

INTENT

Section 14.01Safe Harbor Treatment. The Parties intend (a) for this Agreement

and each Transaction to qualify for the safe harbor treatment provided by the Bankruptcy Code

and for Buyer to be entitled to all of the rights, benefits and protections afforded to Persons under

the Bankruptcy Code with respect to a “repurchase agreement” as defined in Section 101(47) of

the Bankruptcy Code and(to the extent that a Transaction has a maturity date of less than one (1)

year), a “securities contract” as defined in Section 741(7) of the Bankruptcy Code, and a “master

netting agreement” as defined in Section 101(38A) of the Bankruptcy Code, and that payments

and transfers under this Agreement constitute transfers made by, to or for the benefit of a

financial institution, financial participant or, repo participant or master netting participant within

the meaning of Section 546(e),or 546(f) of the Bankruptcy Code, and that payments under this

Agreement are deemed “margin payments” or “settlement payments” as such terms are defined

in Section 741or 546(f)j) of the Bankruptcy Code, (b) the pledge of the Related Credit

Enhancement set forth in Section 11.01 to constitute “a security agreement or other arrangement

or other credit enhancement” that is “related to” the Agreement and Transactions hereunder

within the meaning of Sections 101(38A)(A), 101(47)(A)(v), and 741(7)(A)(xi) of the

Bankruptcy Code, (c)the Guarantee Agreement, and the Pledge and Security Agreement and

Seller’s grant to Buyer and each Other Facility Borrower of a security interest in the Collateral

pursuant to Article 11 each constitute a security agreement or arrangement or other credit

enhancement within the meaning of Section 101 of the Code related to a "securities contract" as

defined in within the meaning of Section 741(7)(A)(xi) of the Bankruptcy Code and, a "master

netting agreement" within the meaning of Section 101(38A)(A) of the Bankruptcy Code, and, to

the extent that the Guarantee Agreement and the Pledge and Security Agreement relate to a

Transaction that has a maturity date of less than one (1) year, within the meaning of a

“repurchase agreement” as that term is defined in Section 101(47)(A)(v) of the Bankruptcy

Code, and (cd) that Buyer (for so long as Buyer is a “financial institution,” “financial

participant,” “repo participant,” “master netting participant” or other entity listed in

Section 546(e)-(f), 546(j), 555, 559, 561, 362(b)(6), 362(b)(7) or 362(b)(727) of the Bankruptcy

Code) shall be entitled to the “safe harbor” benefits and protections afforded under the

Bankruptcy Code with respect to a “repurchase agreement,” “securities contract” and a “master

netting agreement,” including (x) the rights, set forth in Article 10 and in Sections 555, 559 and

561 of the Bankruptcy Code, to liquidate the Purchased Assets and terminate this Agreement,

and (y) the right to offset or net out as set forth in Article 10 and Section 18.17 and in

Sections 362(b)(6), 362(b)(7), 362(b)(27), 362(o) and 546 of the Bankruptcy code. Each of

Buyer and Seller hereby further agrees that it shall not challenge the characterization of (i) this

Agreement or any Transaction as a “repurchase agreement,” “securities contract” and/or “master

netting agreement,” or (ii) each party as a “repo participant” within the meaning of the

Bankruptcy Code.

Section 14.02Liquidation.  The Parties acknowledge and agree that Buyer’s right

to liquidate Purchased Assets delivered to it in connection with Transactions hereunder or to

exercise any other remedies pursuant to Articles 10 and 11 and as otherwise provided in the

Repurchase Documents is a contractual right to liquidate such Transactions as described in

Sections 555, 559 and 561 of the Bankruptcy Code.

Section 14.03Qualified Financial Contract.  The Parties acknowledge and agree

that if a Party is an “insured depository institution,” as such term is defined in the Federal

Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified

financial contract,” as that term is defined in FDIA and any rules, orders or policy statements

thereunder (except insofar as the type of assets subject to such Transaction would render such

definition inapplicable).

Section 14.04Netting Contract.  The Parties acknowledge and agree that this

Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal

Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment

entitlement and payment obligation under any Transaction shall constitute a “covered contractual

payment entitlement” or “covered contractual payment obligation,” respectively, as defined in

and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution”

as that term is defined in FDICIA).

Section 14.05Master Netting Agreement.Tax and Accounting Treatment.  The

Parties intend that this Agreement, the Guarantee Agreement and the Pledge and Security

Agreement constitutes a “master netting agreement” as defined in Section 101(38A) of the

Bankruptcy Code Notwithstanding anything to the contrary in this Agreement or any other

Repurchase Document, the parties intend as of the date hereof that, for U.S. federal, state and

local income, franchise and foreign tax purposes and for accounting purposes, each Transaction

constitutes a financing to the Seller (or its regarded owner for U.S. tax purposes, as applicable),

and that the Seller (or its regarded owner for U.S. tax purposes, as applicable) be (except to the

extent that Buyer shall have exercised its remedies following an Event of Default) the owner of

the Purchased Assets for such purposes. In addition, the parties intend as of the date hereof that

neither the Seller nor any portion of the Seller be treated as a “taxable mortgage pool” for U.S.

federal income tax purposes; provided that, notwithstanding the foregoing, no such intent shall

prevent, hinder or delay the enforcement or foreclosure of this Agreement or any rights or

remedies of Buyer hereunder nor shall it preclude the Buyer from taking any actions otherwise

permitted under this Agreement.

ARTICLE 15 ARTICLE 15

DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS

The Parties acknowledge that they have been advised and understand that:

(a)if one of the Parties is a broker or dealer registered with the Securities and

Exchange Commission under Section 14 of the Exchange Act, the Securities Investor Protection

Corporation has taken the position that the provisions of the Securities Investor Protection Act of

1970 do not protect the other Party with respect to any Transaction;

(b)if one of the Parties is a government securities broker or a government

securities dealer registered with the Securities and Exchange Commission under Section 14C of

the Exchange Act, the Securities Investor Protection Act of 1970 will not provide protection to

the other Party with respect to any Transaction;

(c)if one of the Parties is a financial institution, funds held by the financial

institution pursuant to any Transaction are not a deposit and therefore are not insured by the

Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as

applicable; and

(d)if one of the Parties is an “insured depository institution” as that term is

defined in Section 1813(c)(2) of Title 12 of the United States Code, funds held by the financial

institution pursuant to any Transaction are not a deposit and therefore are not insured by the

Federal Deposit Insurance Corporation, the Savings Association Insurance Fund or the

BankDeposit Insurance Fund, as applicable.

ARTICLE 16ARTICLE 16

NO RELIANCE

Each Party acknowledges, represents and warrants to the other Party that, in

connection with the negotiation of, entering into, and performance under, the Repurchase

Documents and each Transaction:

(a)It is not relying (for purposes of making any investment decision or

otherwise) on any advice, counsel or representations (whether written or oral) of the other Party,

other than the representations expressly set forth in the Repurchase Documents;

(b)It has consulted with its own legal, regulatory, tax, business, investment,

financial and accounting advisors to the extent that it has deemed necessary, and it has made its

own investment, hedging and trading decisions (including decisions regarding the suitability of

any Transaction) based on its own judgment and on any advice from such advisors as it has

deemed necessary and not on any view expressed by the other Party;

(c)It is a sophisticated and informed Person that has a full understanding of

all the terms, conditions and risks (economic and otherwise) of the Repurchase Documents and

each Transaction and is capable of assuming and willing to assume (financially and otherwise)

those risks;

(d)It is entering into the Repurchase Documents and each Transaction for the

purposes of managing its borrowings or investments or hedging its underlying assets or liabilities

and not for purposes of speculation;

(e)It is not acting as a fiduciary or financial, investment or commodity

trading advisor for the other Party and has not given the other Party (directly or indirectly

through any other Person) any assurance, guaranty or representation whatsoever as to the merits

(either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the

Repurchase Documents or any Transaction; and

(f)No partnership or joint venture exists or will exist as a result of the

Transactions or entering into and performing the Repurchase Documents.

ARTICLE 17ARTICLE 17

SERVICING

This Article 17 shall apply to all Purchased Assets.

Section 17.01Servicing Rights.  Buyer is the owner of all Servicing Rights.

Without limiting the generality of the foregoing, Buyer shall have the right to hire or otherwise

engage any Person to service or sub--service all or part of the Purchased Assets, provided,

however, that at any time prior to an Event of Default, Seller may designate a Servicer to be

selected by Buyer, so long as such Servicer is reasonably acceptable to Buyer, and such Person

shall have only such servicing obligations with respect to such Purchased Assets as are approved

by Buyer.  As of the Closing Date, Buyer and Seller agree that the initial Servicer shall be

Midland Loan Services, a division of PNC Bank, National AssociationTrimont LLC.

Notwithstanding the preceding sentence, Buyer agrees with Seller as follows with respect to the

servicing of the Purchased Assets:

(a)Servicer shall service the Purchased Assets on behalf of Buyer.  The

Servicing Agreement shall contain provisions which are consistent with this Article 17 and must

otherwise be in form and substance satisfactory to Buyer, it being understood that in all cases

where an Affiliate of Seller is the Servicer, the related Servicing Agreement shall be in the form

approved by Buyer.

(b)Contemporaneously with the execution of the Repurchasethis Agreement

on the Closing Date, Buyer will enter into, and cause Servicer to enter into, the Servicing

Agreement and sign and return the Servicer Notice.  Each Servicing Agreement shall

automatically terminate on the 30th day following its execution and at the end of each thirty (30)

day period thereafter, unless, in each case, Buyer shall agree, by prior written notice to the

related Servicer to be delivered on or before the Remittance Date immediately preceding each

such scheduled termination date, to extend the termination date an additional thirty (30) days,

which extension notice may be delivered by Buyer via email.  Neither Seller nor the related

Servicer may assign its rights or obligations under the related Servicing Agreement without the

prior written consent of Buyer.

(c)Seller shall not and shall not direct any Servicer to (i) make any Material

Modification without the prior written consent of Buyer, such consent not to be unreasonably

withheld so long as no Default or Event of Default has occurred and is continuing and Seller has

paid to Buyer all amounts then due and payable (otherwise such consent shall be subject to

Buyer’s sole and absolute discretion) or (ii) take any action which would result in a violation of

the obligations of any Person under the related Servicing Agreement, the Repurchasethis

Agreement or any other Repurchase Document, or which would otherwise be inconsistent with

the rights of Buyer under the Repurchase Documents.  Buyer, as owner of the Purchased Assets,

shall own all related servicing and voting rights and, as owner, shall act as servicer with respect

to the Purchased Assets, subject to an interim revocable option from Buyer in favor of Seller to

direct each related Servicer, so long as no Default or Event of Default has occurred and is

continuing; provided, however, that Seller cannot give any direction or take any action that could

materially adversely affect the value or collectability of any amounts due with respect to the

Purchased Assets without the consent of Buyer.  Such revocable option is not evidence of any

ownership or other interest or right of Seller in any Purchased Asset.

(d)The servicing fee payable to each Servicer shall be payable as a servicing

fee in accordance with the Repurchasethis Agreement and each Servicing Agreement, including

without limitation pursuant to priority fourth of Section 5.02 or priority third of Section 5.04, as

applicable.

(e)Upon the occurrence and during the continuance of an Event of Default

under the Repurchasethis Agreement, in addition to all of the other rights and remedies of Buyer

and Servicer under each Servicing Agreement, the Repurchasethis Agreement and the other

Repurchase Documents (and in addition to the provisions of each Servicing Agreement

providing for termination of each such Servicing Agreement pursuant to its terms), (i) for the

avoidance of doubt, the right, if any, of each Servicer to direct the servicing of the Purchased

Assets shall immediately and automatically cease to exist, and (ii) either Buyer or each Servicer

may at any time terminate the related Servicing Agreement immediately upon the delivery of a

written termination notice from either Buyer or the related Servicer to Seller.  Seller shall pay all

expenses associated with any such termination, including without limitation any fees and

expenses required in connection with the transfer of servicing to the related Servicer and/or a

replacement Servicer.

Section 17.02Servicing Reports.  Seller shall deliver and cause each Servicer to

deliver to Buyer and Custodian a monthly remittance report on or before the second (2nd)

Business Day immediately preceding each monthly Remittance Date containing servicing

information, including those fields reasonably requested by Buyer from time to time, on an asset

by asset and in the aggregate, with respect to the Purchased Assets for the month (or any portion

thereof) before the date of such report

Section 17.03Servicer Event of Default.  If an Event of Default or Servicer Event

of Default has occurred and is continuing, Buyer shall have the right at any time thereafter to

terminate the related Servicing Agreement, assume the role of Waterfall Account Bank for all

purposes hereunder and to transfer the Waterfall Account to Buyer or its nominee, and transfer

servicing of the related Purchased Assets to Buyer or its designee, at no cost or expense to Buyer,

it being agreed that Seller will pay any fees and expenses required to terminate such Servicing

Agreement and transfer servicing to Buyer or its designee.

ARTICLE 18

ARTICLE 18

MISCELLANEOUS

Section 18.01Governing Law.  This Agreement and any claim, controversy or

dispute arising under or related to or in connection with this Agreement, 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 5-14015-1401 of the New York General Obligations Law.

Section 18.02Submission to Jurisdiction; Service of Process.  Each Party

irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction

of the courts of the State of New York sitting in the Borough of Manhattan and of the United

States District Court of the Southern District of New York, and any appellate court from any

thereof, in any action or proceeding arising out of or relating to the Repurchase Documents, or

for recognition or enforcement of any judgment, and each Party irrevocably and unconditionally

agrees that all claims in respect of any such action or proceeding may be heard and determined in

such State court or, to the fullest extent permitted by applicable law, in such Federal court.  Each

Party agrees that a final judgment in any such action or proceeding shall be conclusive and may

be enforced in other jurisdictions by suit on the judgment or in any other manner provided by

law.  Nothing in this Agreement or the other Repurchase Documents shall affect any right that

Buyer may otherwise have to bring any action or proceeding arising out of or relating to the

Repurchase Documents against Seller or its properties in the courts of any jurisdiction.  Seller

irrevocably and unconditionally waives, to the fullest extent permitted by Requirements of Law,

any objection that it may now or hereafter have to the laying of venue of any action or

proceeding arising out of or relating to the Repurchase Documents in any court referred to above,

and the defense of an inconvenient forum to the maintenance of such action or proceeding in any

such court.  Each Party irrevocably consents to service of process in the manner provided for

notices in Section 18.12.  Nothing in this Agreement will affect the right of any party hereto to

serve process in any other manner permitted by applicable law.

Section 18.03IMPORTANT WAIVERS.

(a)SELLER HEREBY KNOWINGLY, VOLUNTARILY AND

INTENTIONALLY WAIVES ANY RIGHT TO ASSERT A COUNTERCLAIM, OTHER

THAN A COMPULSORY COUNTERCLAIM, IN ANY ACTION OR PROCEEDING

BROUGHT AGAINST IT BY BUYER OR ANY INDEMNIFIED PERSON.

(b)TO THE EXTENT PERMITTED BY REQUIREMENTS OF LAW,

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY

WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE

BETWEEN THEM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE,

ARISING OUT OF, CONNECTED WITH OR RELATED TO THE REPURCHASE

DOCUMENTS, THE PURCHASED ASSETS, THE TRANSACTIONS, ANY DEALINGS OR

COURSE OF CONDUCT BETWEEN THEM, OR ANY STATEMENTS (WRITTEN OR

ORAL) OR OTHER ACTIONS OF EITHER PARTY.  NEITHER PARTY WILL SEEK TO

CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY

TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.  INSTEAD, ANY SUCH DISPUTE

RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

(c)TO THE EXTENT PERMITTED BY REQUIREMENTS OF LAW,

EACH PARTY HEREBY WAIVES ANY RIGHT TO CLAIM OR RECOVER IN ANY

LITIGATION WHATSOEVER INVOLVING ANY INDEMNIFIED PERSON, ANY

SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL

DAMAGES OF ANY KIND OR NATURE WHATSOEVER OR ANY DAMAGES OTHER

THAN, OR IN ADDITION TO, ACTUAL DAMAGES, WHETHER SUCH WAIVED

DAMAGES ARE BASED ON STATUTE, CONTRACT, TORT, COMMON LAW OR ANY

OTHER LEGAL THEORY, WHETHER THE LIKELIHOOD OF SUCH DAMAGES WAS

KNOWN AND REGARDLESS OF THE FORM OF THE CLAIM OF ACTION.  NO

INDEMNIFIED PERSON SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE

USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS

DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER

INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH ANY

REPURCHASE DOCUMENT OR THE TRANSACTIONS.

(d)SELLER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR

ATTORNEY OF BUYER OR AN INDEMNIFIED PERSON HAS REPRESENTED,

EXPRESSLY OR OTHERWISE, THAT BUYER OR AN INDEMNIFIED PERSON WOULD

NOT SEEK TO ENFORCE ANY OF THE WAIVERS IN THIS SECTION 18.03 IN THE

EVENT OF LITIGATION OR OTHER CIRCUMSTANCES.  THE SCOPE OF SUCH

WAIVERS IS INTENDED TO BE ALL--ENCOMPASSING OF ANY AND ALL DISPUTES

THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT

MATTER OF THE REPURCHASE DOCUMENTS, REGARDLESS OF THEIR LEGAL

THEORY.

(e)EACH PARTY ACKNOWLEDGES THAT THE WAIVERS IN THIS

SECTION 18.03 ARE A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS

RELATIONSHIP, THAT SUCH PARTY HAS ALREADY RELIED ON SUCH WAIVERS IN

ENTERING INTO THE REPURCHASE DOCUMENTS, AND THAT SUCH PARTY WILL

CONTINUE TO RELY ON SUCH WAIVERS IN THEIR RELATED FUTURE DEALINGS

UNDER THE REPURCHASE DOCUMENTS.  EACH PARTY FURTHER REPRESENTS

AND WARRANTS THAT IT HAS REVIEWED SUCH WAIVERS WITH ITS LEGAL

COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO

A JURY TRIAL AND OTHER RIGHTS FOLLOWING CONSULTATION WITH LEGAL

COUNSEL.

(f)THE WAIVERS IN THIS SECTION 18.03 ARE IRREVOCABLE,

MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,

AND SHALL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR

MODIFICATIONS TO ANY OF THE REPURCHASE DOCUMENTS.  IN THE EVENT OF

LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A

TRIAL BY THE COURT.

(g)THE PROVISIONS OF THIS SECTION 18.03 SHALL SURVIVE

TERMINATION OF THE REPURCHASE DOCUMENTS AND THE INDEFEASIBLE

PAYMENT IN FULL OF THE REPURCHASE OBLIGATIONS.

Section 18.04Integration.  The Repurchase Documents supersede and integrate

all previous negotiations, contracts, agreements and understandings (whether written or oral),

including, without limitation, the Term Sheet, between the Parties relating to a sale and

repurchase of Purchased Assets and the other matters addressed by the Repurchase Documents,

and contain the entire final agreement of the Parties relating to the subject matter thereof.

Section 18.05Single Agreement.  Seller agrees that (a) each Transaction is in

consideration of and in reliance on the fact that all Transactions constitute a single business and

contractual relationship, and that each Transaction has been entered into in consideration of the

other Transactions, (b) a default by it in the payment or performance of any its obligations under

a Transaction shall constitute a default by it with respect to all Transactions, (c) Buyer may set

off claims and apply properties and assets held by or on behalf of Buyer with respect to any

Transaction against the Repurchase Obligations owing to Buyer with respect to other

Transactions, and (d) payments, deliveries and other transfers made by or on behalf of Seller

with respect to any Transaction shall be deemed to have been made in consideration of

payments, deliveries and other transfers with respect to all Transactions, and the obligations of

Seller to make any such payments, deliveries and other transfers may be applied against each

other and netted.

Section 18.06Use of Employee Plan Assets.  No assets of an employee benefit

plan subject to any provision of ERISA shall be used by either Party in a Transaction.

Section 18.07Survival and Benefit of Seller’s Agreements.  The Repurchase

Documents and all Transactions shall be binding on and shall inure to the benefit of the Parties

and their successors and permitted assigns.  All of Seller’s representations, warranties,

agreements and indemnities in the Repurchase Documents shall survive the termination of the

Repurchase Documents and the payment in full of the Repurchase Obligations, and shall apply to

and benefit all Indemnified Persons, Buyer and its successors and assigns, Eligible Assignees and

Participants.  No other Person shall be entitled to any benefit, right, power, remedy or claim

under the Repurchase Documents.

Section 18.08Assignments and Participations.

(a)Sellers shall not sell, assign or transfer any of its rights or the Repurchase

Obligations or delegate its duties under this Agreement or any other Repurchase Document

without the prior written consent of Buyer, and any attempt by a Seller to do so without such

consent shall be null and void.

(b)The terms and provisions governing assignments and participations under

Section 18.08(b) are set forth in the Fee Letter, and are incorporated by reference herein.

(c)The terms and provisions governing assignments and participations under

Section 18.08(c) are set forth in the Fee Letter, and are incorporated by reference herein.

(d)Seller shall reasonably cooperate with Buyer, at Buyer’s sole cost and

expense, in connection with (i) any such sale and assignment of participations, syndications or

assignments and (ii) any intercreditor agreement entered in connection therewith, and shall enter

into such restatements of, and amendments, supplements and other modifications to, the

Repurchase Documents to give effect to any such sale or assignment; provided, that none of the

foregoing shall change any economic or other material term of the Repurchase Documents in a

manner adverse to Seller without the consent of Seller.

(e)Buyer, acting solely for this purpose as a non--fiduciary agent of Seller,

shall maintain a copy of each Assignment and Acceptance and a register for the recordation of

the names and addresses of the Eligible Assignees that become Parties hereto and, with respect to

each such Eligible Assignee, the aggregate assigned Purchase Price and applicable Price

Differential (the “Register”).  The entries in the Register shall be conclusive absent manifest

error, and the Parties shall treat each Person whose name is recorded in the Register pursuant to

the terms hereof as a Buyer for all purposes of this Agreement.  The Register shall be available

for inspection by the Parties at any reasonable time and from time to time upon reasonable prior

notice.

(f)Each Party that sells a participation or syndicates an interest shall, acting

solely for this purpose as a non--fiduciary agent of Seller, maintain a register on which it enters

the name and address of each Participant and, with respect to each such Participant, the aggregate

participated Purchase Price and applicable Price Differential, and any other interest in any

obligations under the Repurchase Documents (the “Participant Register”); provided that no Party

shall have any obligation to disclose all or any portion of the Participant Register (including the

identity of any Participant or any information relating to a Participant’s interest in any

obligations under any Repurchase Document) to any Person except (i) that portion of the

Participant Register relating to any Participant with respect to which an additional amount is

requested from Seller under Article 12 or 13 shall be made available to Seller, and (ii) otherwise

to the extent that such disclosure is reasonably expected to be necessary to establish that such

obligation is in registered form under Section 5f.103-1103-1(c) of the United States Treasury

Regulations.  The entries in the Participant Register shall be conclusive absent manifest error,

and the participating Party shall treat each Person whose name is recorded in the Participant

Register as the owner of the applicable participation for all purposes of this Agreement

notwithstanding any notice to the contrary.

(g)Notwithstanding anything to the contrary, neither party shall assign or

participate their interest in a manner that would cause the transaction to be treated as a “taxable

mortgage pool”.

Section 18.09Ownership and Hypothecation of Purchased Assets.  Title to all

Purchased Assets shall pass to and vest in Buyer on the applicable Purchase Dates and, subject to

the terms of the Repurchase Documents, Buyer or its designee shall have free and unrestricted

use of all Purchased Assets and be entitled to exercise all rights, privileges and options relating to

the Purchased Assets as the owner thereof, including rights of subscription, conversion,

exchange, substitution, voting, consent and approval, and to direct any servicer or trustee.  Buyer

or its designee may, at any time, without the consent of either Seller, Pledgor or Guarantor,

engage in repurchase transactions with the Purchased Assets or otherwise sell, pledge, repledge,

transfer, hypothecate, or rehypothecate the Purchased Assets, all on terms that Buyer may

determine; provided, that no such transaction shall affect the obligations of Buyer to transfer the

Purchased Assets to Seller on the applicable Repurchase Dates free and clear of any pledge,

Lien, security interest, encumbrance, charge or other adverse claim.  In the event Buyer engages

in a repurchase transaction with any of the Purchased Assets or otherwise pledges or

hypothecates any of the Purchased Assets, Buyer shall have the right to assign to Buyer’s

counterparty any of the applicable representations or warranties herein and the remedies for

breach thereof, as they relate to the Purchased Assets that are subject to such repurchase

transaction.

Section 18.10Confidentiality.  All information regarding the terms set forth in

any of the Repurchase Documents or the Transactions shall be kept confidential and shall not be

disclosed by either Party to any Person except (a) to the Affiliates of such Party or its or their

respective directors, officers, employees, agents, advisors and other representatives who are

informed of the confidential nature of such information and instructed to keep it confidential,

(b) to the extent requested by any regulatory authority or required by Requirements of Law,

(c) to the extent required to be included in the financial statements of either Party or an Affiliate

thereof, (d) to the extent required to exercise any rights or remedies under the Repurchase

Documents, Purchased Assets or Mortgaged Properties, (e) to the extent required to consummate

and administer a Transaction, and (f) to any actual or prospective Participant, Eligible Assignee

or Hedge Counterparty which agrees to comply with this Section 18.10; provided, that, except

with request to the disclosures by Buyer under clause (f) of this Section 18.10, no such disclosure

made with respect to any Repurchase Document shall include a copy of such Repurchase

Document to the extent that a summary would suffice, but if it is necessary for a copy of any

Repurchase Document to be disclosed, all pricing and other economic terms set forth therein

shall be redacted before disclosure.

Section 18.11No Implied Waivers.  No failure on the part of Buyer to exercise,

or delay in exercising, any right or remedy under the Repurchase Documents shall operate as a

waiver thereof; nor shall any single or partial exercise of any right or remedy thereunder preclude

any further exercise thereof or the exercise of any other right.  The rights and remedies in the

Repurchase Documents are cumulative and not exclusive of any rights and remedies provided by

law.  Application of the Default Rate after an Event of Default shall not be deemed to constitute

a waiver of any Event of Default or Buyer’s rights and remedies with respect thereto, or a

consent to any extension of time for the payment or performance of any obligation with respect

to which the Default Rate is applied.  Except as otherwise expressly provided in the Repurchase

Documents, no amendment, waiver or other modification of any provision of the Repurchase

Documents shall be effective without the signed agreement of Seller and Buyer.  Any waiver or

consent under the Repurchase Documents shall be effective only if it is in writing and only in the

specific instance and for the specific purpose for which given.

Section 18.12Notices and Other Communications.  Unless otherwise provided in

this Agreement, all notices, consents, approvals, requests and other communications required or

permitted to be given to a Party hereunder shall be in writing and sent prepaid by hand delivery,

by certified or registered mail, by expedited commercial or postal delivery service, or by

facsimile or email to the address for such Party specified in Annex I1 or such other address as

such Party shall specify from time to time in a notice to the other Party (provided that (i) any

party delivering the notice by facsimile also receives a confirmation of delivery by telephone on

the same Business Day, and (ii) any party delivering a notice by e--mail also receives a return

receipt noting that the email has been opened by the recipient).  Should the sending party fail to

receive the required delivery confirmation on a timely basis, the related notice shall not be

legally effective until either (i) the sending party successfully confirms the receipt thereof by

telephone or (ii) the sending party successfully delivers the related notice by hand delivery, by

certified or registered mail or by expedited commercial or postal delivery service in accordance

with the immediately preceding sentence.  Any of the foregoing communications shall be

effective when delivered, if such delivery occurs on a Business Day; otherwise, each such

communication shall be effective on the first Business Day following the date of such delivery.

A Party receiving a notice that does not comply with the technical requirements of this

Section 18.12 may elect to waive any deficiencies and treat the notice as having been properly

given.

Section 18.13Counterparts; Electronic Transmission.  Any Repurchase

DocumentThis Agreement may be executed in two (2) or more counterparts and by different

parties on separate counterparts, each of which shall be deemed to be an original, but all of which

shall together shall constitute but one and the same instrument. The Parties agree that this

Agreement, any documents to be delivered pursuant toagreement. Delivery of an executed

counterpart of a signature page of this Agreement by telecopy or PDF copy by email shall be

effective as delivery of a manually executed counterpart of this Agreement. The words

“executed,” “signed,” “signature,” and words of like import as used above and elsewhere in this

Agreement, or in any other Repurchase Document and any notices hereunder may becertificate,

agreement or document related to this transaction shall include, in addition to manually executed

signatures, images of manually executed signatures transmitted between them by email and/orby

facsimile.  The Parties intend that faxed signatures and electronically imaged signatures such

asor other electronic format (including, without limitation, "pdf files”) which shall constitute

original signatures and are binding on all partiesbe in accordance with the Federal Electronic

Signatures in Global and National Commerce Act, the New York State Electronic Signatures and

Records Act and any other Laws, including, without limitation, any state law based on the

Uniform Electronic Transactions Act or the Uniform Commercial Code.

Section 18.14No Personal Liability.  No administrator, incorporator, Affiliate,

owner, member, partner, stockholder, officer, director, employee, agent or attorney of Buyer, any

Indemnified Person, Seller, Pledgor or Guarantor, as such, shall be subject to any recourse or

personal liability under or with respect to any obligation of Buyer, Seller, Pledgor or Guarantor

under the Repurchase Documents, whether by the enforcement of any assessment, by any legal

or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed that the

obligations of Buyer, Seller, Pledgor or Guarantor under the Repurchase Documents are solely

their respective corporate, limited liability company or partnership obligations, as applicable, and

that any such recourse or personal liability is hereby expressly waived.  This Section 18.14 shall

survive the termination of the Repurchase Documents.

Section 18.15Protection of Buyer’s Interests in the Purchased Assets; Further

Assurances.

(a)Seller shall take such action as necessary to cause the Repurchase

Documents and/or all financing statements and continuation statements and any other necessary

documents covering the right, title and interest of Buyer to the Purchased Assets to be promptly

recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in

such manner and in such places as may be required by law fully to preserve and protect such

right, title and interest.  Seller shall deliver to Buyer file--stamped copies of, or filing receipts

for, any document recorded, registered or filed as provided above, as soon as available following

such recording, registration or filing.  Seller shall execute any and all documents reasonably

required to fulfill the intent of this Section 18.15.

(b)Seller will promptly at its expense execute and deliver such instruments

and documents and take such other actions as Buyer may reasonably request from time to time in

order to perfect, protect, evidence, exercise and enforce Buyer’s rights and remedies under and

with respect to the Repurchase Documents, the Transactions and the Purchased Assets.  Seller

and Guarantor shall, promptly upon Buyer’s request, deliver documentation in form and

substance satisfactory to Buyer which Buyer deems necessary or desirable to evidence

compliance with all applicable "“know your customer"” due diligence checks, including, but not

limited to, any information required to be obtained by Buyer pursuant to the Beneficial

Ownership Regulation.

(c)If Seller fails to perform any of its Repurchase Obligations, then Buyer

may (but shall not be required to) perform or cause to be performed such Repurchase Obligation,

and the costs and expenses incurred by Buyer in connection therewith shall be payable by Seller.

Without limiting the generality of the foregoing, Seller authorizes Buyer, at the option of Buyer

and the expense of Seller, at any time and from time to time, to take all actions and pay all

amounts that Buyer deems necessary or appropriate to protect, enforce, preserve, insure, service,

administer, manage, perform, maintain, safeguard, collect or realize on the Purchased Assets and

Buyer’s Liens and interests therein or thereon and to give effect to the intent of the Repurchase

Documents.  No Default or Event of Default shall be cured by the payment or performance of

any Repurchase Obligation by Buyer on behalf of Seller.  Buyer may make any such payment in

accordance with any bill, statement or estimate procured from the appropriate public office or

holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or

estimate or into the validity of any tax assessment, sale, forfeiture, tax Lien, title or claim except

to the extent such payment is being contested in good faith by Seller in appropriate proceedings

and against which adequate reserves are being maintained in accordance with GAAP.

(d)Without limiting the generality of the foregoing, Seller will no earlier than

six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing

of each UCC financing statement filed in connection with to any Repurchase Document or any

Transaction, if this Agreement is then in effect, (i)  deliver and file or cause to be filed an

appropriate continuation statement with respect to such financing statement (provided that Buyer

may elect to file such continuation statement), and (ii) if requested by Buyer, deliver or cause to

be delivered to Buyer an opinion of counsel, in form and substance reasonably satisfactory to

Buyer, confirming and updating the security interest opinion delivered pursuant to

Section 6.01(a) with respect to perfection and otherwise to the effect that the security interests

hereunder continue to be enforceable and perfected security interests, subject to no other Liens of

record except as provided herein or otherwise permitted hereunder, which opinion may contain

usual and customary assumptions, limitations and exceptions.

(e)Except as provided in the Repurchase Documents, the sole duty of Buyer,

Custodian or any other designee or agent of Buyer with respect to the Purchased Assets shall be

to use reasonable care in the custody, use, operation and preservation of the Purchased Assets in

its possession or control.  Buyer shall incur no liability to Seller or any other Person for any act

of Governmental Authority, act of God or other destruction in whole or in part or negligence or

wrongful act of custodians or agents selected by Buyer with reasonable care, or Buyer’s failure

to provide adequate protection or insurance for the Purchased Assets.  Buyer shall have no

obligation to take any action to preserve any rights of Seller in any Purchased Asset against prior

parties, and Seller hereby agrees to take such action.  Buyer shall have no obligation to realize

upon any Purchased Asset except through proper application of any distributions with respect to

the Purchased Assets made directly to Buyer or its agent(s).  So long as Buyer and Custodian

shall act in good faith in their handling of the Purchased Assets, Seller waives or is deemed to

have waived the defense of impairment of the Purchased Assets by Buyer and Custodian.

(f)At Buyer’s election (at Buyer’s sole cost and expense) and at any time

during the term of this Agreement, Buyer may complete and record any or all of the Blank

Assignment Documents as further evidence of Buyer’s ownership interest in the related

Purchased Assets; provided that, so long as no Default or Event of Default has occurred and is

continuing, Buyer may exercise the rights described in this clause (f) only if Buyer reasonably

determines that such exercise is necessary in connection with any adoption of, or any change in,

any Requirements of Law or any Buyer Compliance Policy or in the interpretation or application

thereof or compliance therewith by Buyer or any Governmental Authority.

Section 18.16Default Rate.  To the extent permitted by Requirements of Law,

Seller shall pay interest at the Default Rate on the amount of all Repurchase Obligations not paid

when due under the Repurchase Documents until such Repurchase Obligations are paid or

satisfied in full.

Section 18.17Set-off.

In addition to any rights now or hereafter granted under the Repurchase

Documents, Requirements of Law or otherwise, Seller hereby grants to Buyer and its Affiliates,

to secure repayment of the Repurchase Obligations, and Guarantor and each other Subsidiary of

Guarantor hereby grant to Buyer and its Affiliates, to secure repayment of the Obligations (as

defined in the Guarantee Agreement), a right of set-off upon any and all of the following:

monies, securities, collateral or other property of Seller, Guarantor or any other Subsidiary of

Guarantor and any proceeds from the foregoing, now or hereafter held or received by Buyer or

any Affiliate of Buyer, for the account of Seller, Guarantor or any other Subsidiary of

Guarantor, whether for safekeeping, custody, pledge, transmission, collection or otherwise,  and

also upon any and all deposits (general, specified, special, time, demand, provisional or final)

and credits, claims or Indebtedness of Seller, Guarantor or any other Subsidiary of Guarantor at

any time existing, and any obligation owed by Buyer or any Affiliate of Buyer to Seller,

Guarantor or any other Subsidiary of Guarantor and to set--off against any Repurchase

Obligations or Indebtedness owed by Seller, Guarantor or any other Subsidiary of Guarantor and

any Indebtedness owed by Buyer or any Affiliate of Buyer to Seller, Guarantor or any other

Subsidiary of Guarantor, in each case whether direct or indirect, absolute or contingent, matured

or unmatured, whether or not arising under the Repurchase Documents and irrespective of the

currency, place of payment or booking office of the amount or obligation and in each case at any

time held or owing by Buyer or any Affiliate of Buyer to or for the credit of Seller, Guarantor or

any other Subsidiary of Guarantor, without prejudice to Buyer’s right to recover any deficiency.

Each of Buyer and each Affiliate of Buyer is hereby authorized upon any amount becoming due

and payable by Seller, Guarantor or any other Subsidiary of Guarantor to Buyer or any Affiliate

of Buyer under the Repurchase Documents, the Repurchase Obligations or otherwise or upon the

occurrence of an Event of Default, without notice to Seller, Guarantor or any other Subsidiary of

Guarantor, any such notice being expressly waived by Seller, Guarantor and any other Subsidiary

of Guarantor to the extent permitted by any Requirements of Law, to set--off, appropriate, apply

and enforce such right of set--off against any and all items hereinabove referred to against any

amounts owing to Buyer or any Affiliate of Buyer by Seller, Guarantor or any other Subsidiary

of Guarantor under the Repurchase Documents and the Repurchase Obligations, irrespective of

whether Buyer or any Affiliate of Buyer shall have made any demand under the Repurchase

Documents and regardless of any other collateral securing such amounts, and in all cases without

waiver or prejudice of Buyer’s rights to recover a deficiency.  Seller, Guarantor and any other

Subsidiary of Guarantor shall be deemed directly indebted to Buyer and each of its Affiliates in

the full amount of all amounts owing to Buyer and each of its Affiliates by Seller, Guarantor or

any other Subsidiary of Guarantor under the Repurchase Documents and the Repurchase

Obligations and Guarantor shall be deemed directly indebted to Buyer and each of its Affiliates

in the full amount of all amounts owing to Buyer and each of its Affiliates by Guarantor under

the Guarantee Agreement, and Buyer and each of its Affiliates shall be entitled to exercise the

rights of set--off provided for above; provided, however, for the avoidance of any doubt and

notwithstanding anything to the contrary herein, any right of set-off provided above may only be

exercised against any property of Guarantor solely to the extent of Guarantor’s obligations under

the Guarantee Agreement.  ANY AND ALL RIGHTS TO REQUIRE BUYER OR ANY OF ITS

AFFILIATES TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO THE

PURCHASED ASSETS UNDER THE REPURCHASE DOCUMENTS, PRIOR TO

EXERCISING THE FOREGOING RIGHT OF SET--OFF, ARE HEREBY KNOWINGLY,

VOLUNTARILY AND IRREVOCABLY WAIVED BY SELLER, GUARANTOR AND

EACH OTHER SUBSIDIARY OF GUARANTORITS AFFILIATES.

Buyer or any of its Affiliates shall promptly notify the affected Seller, Guarantor

or the applicable Subsidiary of Guarantor after any such set-off and application made by Buyer

or any of its Affiliates, provided that the failure to give such notice shall not affect the validity of

such set--off and application.  If an amount or obligation is unascertained, Buyer and each of its

Affiliates may in good faith estimate that obligation and set--off in respect of the estimate,

subject to the relevant party accounting to the other party when the amount or obligation is

ascertained.  Nothing in this Section 18.17 shall be effective to create a charge or other security

interest.  This Section 18.17 shall be without prejudice and in addition to any right of set--off,

combination of accounts, Lien or other rights to which Buyer is at any time otherwise entitled.

Section 18.18Waiver of Set-off.  Seller, Pledgor and Guarantor hereby waive

any right of set-off each may have or to which each may be or become entitled under the

Repurchase Documents or otherwise against Buyer, any Affiliate of Buyer, any Indemnified

Person or their respective assets or properties.

Section 18.19Power of Attorney.  Seller hereby authorizes Buyer to file such

financing statement or statements relating to the Purchased Assets (including a financing

statement describing the collateral as “all assets of the debtor” or such other super--generic

description thereof as Buyer may determine) without Seller’s signature thereon as Buyer, at its

option, may deem appropriate.  Seller hereby appoints Buyer as Seller’s agent and attorney in

fact to execute any such financing statement or statements in Seller’s name and to perform all

other acts which Buyer deems appropriate to perfect and continue its ownership interest in and/or

the security interest granted hereby, if applicable, and to protect, preserve and realize upon the

Purchased Assets, including, but not limited to, the right to endorse notes, complete blanks in

documents, transfer servicing (including, but not limited, to sending “good--bye letters” to any

Underlying Obligor with respect to Purchased Assets which are Whole Loans, each to be in a

form acceptable to Buyer), and sign assignments on behalf of such Seller as its agent and

attorney in fact.  This agency and power of attorney is coupled with an interest and is irrevocable

without Buyer’s consent.  Seller shall pay the filing costs for any financing statement or

statements prepared pursuant to this Section 18.19.  In addition, Seller shall execute and deliver

to Buyer a power of attorney in the form and substance of Exhibit GH hereto (“Power of

Attorney”).

Section 18.20Periodic Due Diligence Review.  Buyer may perform continuing

due diligence reviews with respect to the Purchased Assets, Seller and Affiliates of Seller,

including ordering new third party reports, for purposes of, among other things, verifying

compliance with the representations, warranties, covenants, agreements, duties, obligations and

specifications made under the Repurchase Documents or otherwise.  Upon reasonable prior

notice to Seller, unless a Default or Event of Default has occurred and is continuing, in which

case no notice is required, Buyer or its representatives may during normal business hours inspect

any properties and examine, inspect and make copies of the books and records of Seller and

Affiliates of Seller, the Mortgage Loan Documents and the Servicing Files.  Seller shall make

available to Buyer one or more knowledgeable financial or accounting officers and

representatives of the independent certified public accountants of Seller for the purpose of

answering questions of Buyer concerning any of the foregoing.  Buyer may purchase Purchased

Assets from Seller based solely on the information provided by Seller to Buyer in the

Underwriting MaterialsPackage and the representations, warranties, duties, obligations and

covenants contained herein, and Buyer may at any time conduct a partial or complete due

diligence review on some or all of the Purchased Assets, including ordering new credit reports

and new Appraisals on the Mortgaged Properties and otherwise re-generating the information

used to originate and underwrite such Purchased Assets (which, in the case of Appraisals prior to

the occurrence of an Event of Default, shall not exceed one (1) Appraisal per year for any

Mortgaged Property at the expense of Seller; provided that Buyer may obtain additional

Appraisals at its sole expense).  Buyer may underwrite such Purchased Assets itself or engage a

mutually acceptable third-party underwriter to do so.

Section 18.21Time of the Essence.  Time is of the essence with respect to all

obligations, duties, covenants, agreements, notices or actions or inactions of the parties under the

Repurchase Documents.

Section 18.22PATRIOT Act Notice.  Buyer hereby notifies Seller that Buyer is

required by the PATRIOT Act to obtain, verify and record information that identifies Seller.

Section 18.23Successors and Assigns.  Subject to the foregoing, the Repurchase

Documents and any Transactions shall be binding upon and shall inure to the benefit of the

Parties and their successors and permitted assigns.

Section 18.24Acknowledgement of Anti--Predatory Lending Policies.  Seller and

Buyer each have in place internal policies and procedures that expressly prohibit their purchase

of any high cost mortgage loan

Section 18.25Effect of Amendment and Restatement.  From and after the date

hereof, the Original Repurchase Agreement is hereby amended, restated and superseded in its

entirety by this Agreement.  The parties hereto acknowledge and agree that the liens and security

interests granted under the Original Repurchase Agreement are, in each case, continuing in full

force and effect and, upon the amendment and restatement of the Original Repurchase

Agreement, such liens and security interests secure and continue to secure the payment of the

Repurchase Obligations.

Section 18.26Wire Instructions.  The wire instructions for all amounts due to

Seller hereunder are as follows: account number 483024227101 of Bank of America, account

name “Blackstone Mortgage Trust, Inc.”, ABA #026009593, and any modification to the

foregoing requires a writing (including without limitation, a Confirmation) signed by two (2)

Responsible Officers of Seller.

Section 18.27 Joint and Several Obligations.

(a)Seller hereby a. Seller hereby acknowledges and agrees that (i) Seller shall

be jointly and severally liable with each of the Euro Facility Borrower and the GBP Facility

Borrower under each Other Facility Agreement to Buyer to the maximum extent permitted by

Requirements of Law for all Repurchase Obligations and all Other Facility Repayment

Obligations, (ii) the liability of Seller (A) shall be absolute and unconditional and shall remain in

full force and effect (or be reinstated) until all Repurchase Obligations and all Other Facility

Repayment Obligations shall have been paid in full and the expiration of any applicable

preference or similar period pursuant to any Insolvency Law, or at law or in equity, without any

claim having been made before the expiration of such period asserting an interest in all or any

part of any payment(s) received by Buyer, and (B) until such payment has been made, shall not

be discharged, affected, modified or impaired on the occurrence from time to time of any event,

including any of the following, whether or not with notice to or the consent of Seller, (1) the

waiver, compromise, settlement, release, modification, supplementation, termination or

amendment (including any extension or postponement of the time for payment or performance or

renewal or refinancing) of any of the “Repayment Obligations”, any “Other Facility Repayment

Obligations” or “Facility Documents” (each, as defined in the Euro Facility Agreement or the

GBP Facility Agreement, as applicable), (2) the failure to give notice to Seller of the occurrence

of an Event of Default, (3) the release, substitution or exchange by Buyer of any “Pledged

Assets” (as defined in the Euro Facility Agreement or the GBP Facility Agreement, as

applicable) (whether with or without consideration) or the acceptance by Buyer of any additional

collateral or the availability or claimed availability of any other collateral or source of repayment

or any nonperfection or other impairment of collateral, (4) the release of any Person primarily or

secondarily liable for all or any part of the Repurchase Obligations or any Other Facility

Repayment Obligations, whether by Buyer or in connection with any Insolvency Proceeding

affecting Seller, any Other Facility Borrower under any Other Facility Agreement, or any other

Person who, or any of whose property, shall at the time in question be obligated in respect of the

Repurchase Obligations, any Other Facility Repayment Obligations or any part thereof, (5) the

sale, exchange, waiver, surrender or release of any “Pledged Assets” (as defined in the Euro

Facility Agreement or the GBP Facility Agreement, as applicable), (6) the failure of Buyer to

protect, secure, perfect or insure any Lien at any time held by Buyer as security for amounts

owed by any Other Facility Borrower under any Other Facility Agreement, or (7) to the extent

permitted by Requirements of Law, any other event, occurrence, action or circumstance that

would, in the absence of this Section 18.27, result in the release or discharge Seller from the

performance or observance of any Repurchase Obligation or any Other Facility Borrower from

the performance or observance of any Other Facility Repayment Obligation, (iii) Buyer shall not

be required first to initiate any suit or to exhaust its remedies against Seller or any Other Facility

Borrower under any Other Facility Agreement or any other Person to become liable, or against

any of the “Pledged Assets” (as defined in the Euro Facility Agreement or the GBP Facility

Agreement, as applicable), in order to enforce the “Facility Documents” (as defined in the Euro

Facility Agreement or the GBP Facility Agreement, as applicable) and Seller expressly agrees

that, notwithstanding the occurrence of any of the foregoing, Seller shall be and remain directly

and primarily liable for all sums due under any of the “Facility Documents” (as defined in the

Euro Facility Agreement or the GBP Facility Agreement, as applicable), (iv) when making any

demand hereunder against Seller or any of the Purchased Assets, Buyer may, but shall be under

no obligation to, make a similar demand on any Other Facility Borrower under any Other

Facility Agreement, or otherwise pursue such rights and remedies as it may have against any

Other Facility Borrower under any Other Facility Agreement or any other Person or against any

collateral security or guarantee related thereto or any right of offset with respect thereto, and any

failure by Buyer to make any such demand, file suit or otherwise pursue such other rights or

remedies or to collect any payments from any Other Facility Borrower or any such other Person

or to realize upon any such collateral security or guarantee or to exercise any such right of offset,

or any release of any Other Facility Borrower or any such other Person or any such collateral

security, guarantee or right of offset, shall not relieve Seller if a demand or collection is not made

and shall not release Seller of its obligations or liabilities hereunder, and shall not impair or

affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Seller

(as used herein, the term “demand” shall include the commencement and continuation of legal

proceedings), (v) on disposition by Buyer of any property encumbered by any “Pledged Assets”

as defined in the Euro Facility Agreement or the GBP Facility Agreement, as applicable) Seller

shall be and shall remain jointly and severally liable for any deficiency, (vi) Seller waives (A)

any and all notice of the creation, renewal, extension or accrual of any amounts at any time

owing to Buyer by any Other Facility Borrower under the “Facility Documents” (as defined in

the Euro Facility Agreement or the GBP Facility Agreement, as applicable) and notice of or

proof of reliance by Buyer upon Seller or acceptance of the obligations of Seller under this

Section 18.27, and all such amounts, and any of them, shall conclusively be deemed to have been

created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the

obligations of Seller under this Agreement, and all dealings between Seller, on the one hand, and

Buyer, on the other hand, likewise shall be conclusively presumed to have been had or

consummated in reliance upon the obligations of Seller under this Agreement and the Other

Facility Agreement, and (B) diligence, presentment, protest, demand for payment and notice of

default or nonpayment to or upon Seller with respect to any amounts at any time owing to Buyer

by any Other Facility Borrower under the “Facility Documents” (as defined in the Euro Facility

Agreement or the GBP Facility Agreement, as applicable), and (vii) Seller shall continue to be

liable under this Section 18.27 without regard to (A) the validity, regularity or enforceability of

any other provision of this Agreement, the “Other Facility Agreement” or any other “Facility

Documents” (each, as defined in the Euro Facility Agreement or the GBP Facility Agreement, as

applicable), any amounts at any time owing to Buyer by any Other Facility Borrower under the

“Facility Documents” (as defined in the Euro Facility Agreement or the GBP Facility

Agreement, as applicable), or any other collateral security therefor or guarantee or right of offset

with respect thereto at any time or from time to time held by Buyer, (B) any defense, set off or

counterclaim (other than a defense of payment or performance) which may at any time be

available to or be asserted by Seller against Buyer, or (iii) any other circumstance whatsoever

(with or without notice to or knowledge of Seller) which constitutes, or might be construed to

constitute, an equitable or legal discharge of Seller for any amounts owing to Buyer by any Other

Facility Borrower under the “Facility Documents” (as defined in the Euro Facility Agreement or

the GBP Facility Agreement, as applicable), in bankruptcy or in any other instance.

(b)Seller shall remain fully obligated under this Agreement notwithstanding

that, without any reservation of rights against Seller and without notice to or further assent by

Seller, any demand by Buyer for payment of any amounts owing to Buyer by any Other Facility

Borrower under the “Facility Documents” (as defined in the Euro Facility Agreement or the

"GBP Facility Agreement, as applicable) may be rescinded by Buyer and any the payment of any

such amounts may be continued, and the liability of any other party upon or for any part thereof,

or any collateral security or guarantee therefor or right of offset with respect thereto, may, from

time to time, in whole or in part, be renewed, extended, amended, modified, accelerated,

compromised, waived, surrendered or released by Buyer (including any extension or

postponement of the time for payment or performance or renewal or refinancing of any Other

Facility Repayment Obligation), and this Agreement, the “Other Facility Agreement”, the

“Facility Documents” (each, as defined in the Euro Facility Agreement or the GBP Facility

Agreement, as applicable) and any other documents executed and delivered in connection

therewith may be amended, modified, supplemented or terminated, in whole or in part, in

accordance with its terms, as Buyer may deem advisable from time to time, and any collateral

security, guarantee or right of offset at any time held by Buyer for the payment of amounts

owing to Buyer by any Other Facility Borrower under the “Facility Documents” (as defined in

the Euro Facility Agreement or the "GBP Facility Agreement, as applicable) may be sold,

exchanged, waived, surrendered or released.  Buyer shall not have any obligation to protect,

secure, perfect or insure any Lien at any time held by it as security for amounts owing to Buyer

by Seller under the Repurchase Documents or by any Other Facility Borrower under the “Facility

Documents” (as defined in the Euro Facility Agreement or the GBP Facility Agreement, as

applicable), or any property subject thereto.

(c)(c)The Repurchase Obligations and all Other Facility Repayment

Obligations are full recourse obligations to Seller, and Seller hereby forever waives, demises,

acquits and discharges any and all defenses, and shall at no time assert or allege any defense, to

the contrary.

(d)      Anything herein or.

Anything herein or in any other Repurchase Document to the contrary

notwithstanding, the maximum liability of Seller hereunder in respect of the liabilities of each

Other Facility Borrower under each “Other Facility Agreement” and the other “Facility

Documents” (each, as defined in the Euro Facility Agreement or the GBP Facility Agreement, as

applicable) shall in no event exceed the amount which can be guaranteed by Seller under

applicable federal and state laws relating to the insolvency of debtors.

Section 18.28Recognition of the U.S. Special Resolution Regimes.

(a)(a)In the event that Buyer becomes subject to a proceeding under a

U.S. Special Resolution Regime, the transfer from Buyer of this Agreement and/or the

Repurchase Documents, and any interest and obligation in or under this Agreement and/or the

Repurchase Documents, will be effective to the same extent as the transfer would be effective

under the U.S. Special Resolution Regime if this Agreement and/or the Repurchase Documents,

and any such interest and obligation, were governed by the laws of the United States or a state of

the United States.

(b)(b)In the event that Buyer or a BHC Act Affiliate of Buyer becomes

subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this

Agreement and/or the Repurchase Documents that may be exercised against Buyer are permitted

to be exercised to no greater extent than such Default Rights could be exercised under the U.S.

Special Resolution Regime if this Agreement and/or the Repurchase Documents were governed

by the laws of the United States or a state of the United States.

(c)(c)If, at any time, each of the parties hereto has adhered to the ISDA

2018 U.S. Resolution Stay Protocol (the “ISDA U.S. Stay Protocol”), the terms of the ISDA U.S.

Stay Protocol will supersede and replace the foregoing terms set forth in this Section 18.28 as of

the first date on which all parties hereto have so adhered, and thereafter this Section 18.28 only

will be null and void with no further force or effect.

Section 18.29Section 18.28 Authorized Representatives of Seller and Guarantor.

(a) Each individual set forth on Exhibit J (as updated from time to time in accordance with this

paragraph) is a representative of Seller and Guarantor (an “Authorized Representative”), and

subject to any express limitations set forth on Exhibit J with respect to any such Authorized

Representative’s authority, each Authorized Representative is duly authorized on behalf of Seller

and Guarantor to deliver and receive all notices, requests, instructions (including, without

limitation, wiring instructions), Transaction Requests and other information, deliver certificates

and documents, and execute and deliver Repurchase Documents (including, without limitation,

amendments or supplements thereto), in each case, in connection with this Agreement and the

other Repurchase Documents, and (b) a specimen signature for each such Authorized

Representative, together with such individual’s title, email address and telephone number, is set

forth on Exhibit J hereto. From time to time Seller and Guarantor may update the information set

forth on Exhibit J hereto by delivering to Buyer (including via email) an updated Exhibit J (or a

supplement thereto), certified to be true and correct by an existing Authorized Representative of

the Seller and Guarantor; provided, that at all times Seller and Guarantor shall have not less than

four (4) Authorized Representatives.

[ONE OR MORE UNNUMBERED SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly

executed as of the date first above written.

SELLER:

PARLEX 5 FINCO, LLC, a Delaware limited

liability company

By:

Name:

Title:

BUYER:

WELLS FARGO BANK, NATIONAL

ASSOCIATION, a national banking

association

By:

Name:

Title:

Document

Execution Version

THIRTEENTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT

December 19, 2025

This THIRTEENTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT, dated as of the date hereof (this “Thirteenth Amendment”), is entered into by and among Blackstone Mortgage Trust, Inc., a Maryland corporation (the “Borrower”), the Subsidiary Guarantors party hereto, each Replacement Term B-8 Lender (as defined below) party hereto, each Incremental Term B-8 Lender (as defined below) party hereto, and JPMorgan Chase Bank, N.A., in its capacities as administrative agent and collateral agent (in such capacities and together with its successors and permitted assigns, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Amended Credit Agreement (as defined below).

PRELIMINARY STATEMENTS:

WHEREAS, the Borrower, the Lenders from time to time party thereto and the Administrative Agent have entered into that certain Term Loan Credit Agreement dated as of April 23, 2019 (as amended by the First Amendment to Term Loan Credit Agreement, dated as of November 19, 2019, the Second Amendment to Term Loan Credit Agreement, dated as of May 20, 2020, the Third Amendment to Term Loan Credit Agreement, dated as of June 11, 2020, the Fourth Amendment to Term Loan Credit Agreement, dated as of February 19, 2021, the Fifth Amendment to Term Loan Credit Agreement, dated as of June 21, 2021, the Sixth Amendment to Term Loan Credit Agreement, dated as of May 9, 2022, the Seventh Amendment to Term Loan Credit Agreement, dated as of November 4, 2022, the Eighth Amendment to Term Loan Credit Agreement, dated as of June 7, 2023, the Ninth Amendment to Term Loan Credit Agreement, dated as of September 13, 2024, the Tenth Amendment to Term Loan Credit Agreement, dated as of December 10, 2024, the Eleventh Amendment to Term Loan Credit Agreement, dated as of June 18, 2025, and the Twelfth Amendment to Term Loan Credit Agreement, dated as of Augst 6, 2025, and as further amended, restated, supplemented or otherwise modified from time to time prior to, but not including, the date hereof, the “Existing Credit Agreement”). The Existing Credit Agreement, as amended by this Thirteenth Amendment, is referred to herein as the “Amended Credit Agreement”.

WHEREAS, pursuant to the Existing Credit Agreement, the Lenders thereunder extended certain credit facilities to the Borrower consisting of 2019 New Term Loans, Term B-6 Loans and Term B-7 Loans.

WHEREAS, the Borrower desires to (i) refinance all of its 2019 New Term Loans with Refinancing Indebtedness pursuant to Section 9.02(c) of the Existing Credit Agreement in the form of Replacement Term Loans in an aggregate principal amount of $309,267,563.35 and having the terms set forth in this Thirteenth Amendment (the “Replacement Term B-8 Loans”), (ii) incur Incremental Term Loans pursuant to Section 2.22 of the Amended Credit Agreement in the form of additional Replacement Term B-8 Loans in an aggregate principal amount of $390,732,436.65 (the “Incremental Term B-8 Loans” and together with the Replacement Term B-8 Loans, the “Term B-8 Loans”) and (iii) make related amendments to certain provisions of the Existing Credit Agreement, in each case, upon the terms and subject to the conditions set forth below.

WHEREAS, each Person that executes and delivers a signature page to this Thirteenth Amendment in the capacity of a “Replacement Term B-8 Lender” (each, in such capacity, a “Replacement Term B-8 Lender”) shall make Replacement Term B-8 Loans to the Borrower in an aggregate principal amount equal to its “Replacement Term B-8 Loan Commitments” set forth on Schedule 1 hereto on the Thirteenth Amendment Effective Date (such commitments, the “Replacement Term B-8 Loan Commitments”).

WHEREAS, each Person that executes and delivers a signature page to this Thirteenth Amendment in the capacity of an “Incremental Term B-8 Lender” (each, in such capacity, an “Incremental Term B-8 Lender”; the Incremental Term B-8 Lenders together with the Replacement Term B-8 Lenders, collectively, the “Term B-8 Lenders”) shall make Incremental Term B-8 Loans to the Borrower in an aggregate principal amount equal to its “Incremental Term B-8 Loan Commitments” set forth on Schedule I hereto on the Thirteenth Amendment Effective Date (such commitments, the “Incremental Term B-8 Loan Commitments” and, together with Replacement Term B-8 Loan Commitments, the “Term B-8 Loan Commitments”).

WHEREAS, in connection with the incurrence of the Term B-8 Loans, the Borrower desires to amend the Existing Credit Agreement on the terms set forth in Annex A hereto, as further set forth below.

WHEREAS, each of Morgan Stanley Senior Funding, Inc. and JPMorgan Chase Bank, N.A. will act as joint lead arrangers and joint physical bookrunners in connection with this Thirteenth Amendment, and each of Barclays Bank PLC, Citigroup Global Markets Inc., Wells Fargo Securities, LLC, BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, M&T Bank, Banco Santander, S.A., New York Branch and CIBC World Markets Corp., will act as joint lead arrangers and joint bookrunners in connection with this Thirteenth Amendment (collectively in such capacities, the “Thirteenth Amendment Arrangers”).

WHEREAS, this Thirteenth Amendment and the related extensions of credit and application of proceeds therefrom, including payment of related expenses and other transactions described in the foregoing preliminary statements are collectively referred to herein as the “Thirteenth Amendment Transactions”.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

SECTION 1. Replacement Term B-8 Loans. Subject only to the satisfaction of the conditions set forth in Section 5 below, on the Thirteenth Amendment Effective Date:

(a)Each Replacement Term B-8 Lender hereby severally agrees to make to the Borrower Replacement Term B-8 Loans on the Thirteenth Amendment Effective Date in an aggregate principal amount equal to such Replacement Term B-8 Lender’s Replacement Term B-7 Loan Commitment (and, for the avoidance of doubt, such Replacement Term B-8 Lender shall constitute a Term B-8 Lender and such Replacement Term B-8 Loans shall constitute Term B-8 Loans), which Replacement Term B-8 Loans shall in the aggregate be deemed to be incurred pursuant to a single Borrowing and Class of Replacement Term B-8 Loans.

(b)The proceeds of the Replacement Term B-8 Loans together with cash on hand, shall be used on the Thirteenth Amendment Effective Date to (i) prepay the principal amount of all 2019 New Term Loans outstanding on the Thirteenth Amendment Effective Date, and (ii) all accrued and unpaid interest on the 2019 New Term Loans to, but not including, the Thirteenth Amendment Effective Date. This Thirteenth Amendment shall constitute delivery by the Borrower of a notice of prepayment of the 2019 New Term Loans in satisfaction of Section 2.11(a)(ii) of the Existing Credit Agreement (the “Thirteenth Amendment Refinancing”).

SECTION 2. Incremental Term B-8 Loans. Subject only to the satisfaction of the conditions set forth in Section 5 below, immediately upon giving effect to the Thirteenth Amendment Refinancing set forth in Section 1 above, on the Thirteenth Amendment Effective Date:

(a)Each Incremental Term B-8 Lender hereby severally agrees to make to the Borrower Incremental Term B-8 Loans on the Thirteenth Amendment Effective Date in an aggregate principal amount equal to such Incremental Term B-8 Lender’s Incremental Term B-8 Term Loan Commitment (and, for the avoidance of doubt, such Incremental Term B-8 Lender shall constitute a Term B-8 Lender and such Incremental Term B-8 Loans shall constitute Term B-8 Loans), which Incremental Term B-8 Loans shall in the aggregate, together with the Replacement Term B-8 Loans, be deemed to be incurred pursuant to a single Borrowing and Class of Term B-8 Loans.

(b)The proceeds of the Incremental Term B-8 Loans, together with cash on hand, shall be used (x) on the Thirteenth Amendment Effective Date, to prepay $350,000,000.00 of the outstanding principal amount of the Term B-6 Loans and (y) on or after the Thirteenth Amendment Effective Date, to finance working capital needs and other general corporate purposes of the Borrower and for any other purpose not prohibited by the terms of the Loan Documents (including, without limitation, the repayment of any Asset Financing Facility or CRE Financing and/or the payment of fees and expenses in connection with the Thirteenth Amendment Transactions. This Thirteenth Amendment shall constitute delivery by the Borrower of a notice of prepayment of the applicable portion of the Term B-6 Loans in satisfaction of Section 2.11(a)(ii) of the Existing Credit Agreement (the “Thirteenth Amendment Partial Prepayment” and together with the Thirteenth Amendment Refinancing, the “Thirteenth Amendment Repayments”).

SECTION 3. Amendments. Subject only to the satisfaction of the conditions set forth in Section 5 below, the Borrower, the Administrative Agent and the Term B-8 Lenders agree that the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Amended Credit Agreement attached as Annex A hereto.

SECTION 4. Representations and Warranties.

On the date hereof, the Borrower hereby represents and warrants to the Term B-8 Lenders as of the date hereof that:

(a)Each Loan Party (i) is duly organized and validly existing and (ii) is in good standing (to the extent such concept exists in the relevant jurisdiction) under the Requirements of Law of its jurisdiction of organization, except, in the case of this clause (ii), where the where the failure of such Loan Party to be in good standing would not reasonably be expected to result in a Material Adverse Effect.

(b)The execution and delivery of this Thirteenth Amendment, and the performance of this Thirteenth Amendment and the other Loan Documents (as amended and supplemented pursuant to this Thirteenth Amendment), are within each applicable Loan Party’s corporate or other organizational power and have been duly authorized by all necessary corporate or other organizational action of each such Loan Party.

(c)This Thirteenth Amendment has been duly executed and delivered by each Loan Party and is a legal, valid and binding obligation of each Loan Party, enforceable against each Loan Party in accordance with its terms, subject to the Legal Reservations.

(d)The execution and delivery of this Thirteenth Amendment by each Loan Party and the performance by each applicable Loan Party of this Thirteenth Amendment and the other Loan Documents (as amended and supplemented pursuant to this Thirteenth Amendment) (x) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) in connection with the Perfection

Requirements or (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which could not be reasonably expected to have a Material Adverse Effect, (y) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement of Law applicable to such Loan Party which violation, in the case of this clause (y)(ii), could reasonably be expected to have a Material Adverse Effect and (z) will not violate or result in a default under any material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (z), could reasonably be expected to result in a Material Adverse Effect.

(e)No Event of Default exists immediately prior to, or shall exist immediately after, giving effect to the Thirteenth Amendment Transactions.

SECTION 5. Conditions to Effectiveness.

This Thirteenth Amendment shall become effective on the date (the “Thirteenth Amendment Effective Date”) upon which each of the following conditions is satisfied:

(a)The Administrative Agent shall have received each of the following:

(i)a Borrowing Request with respect to the Term B-8 Loans;

(ii)counterparts to this Thirteenth Amendment executed by the Borrower, the Subsidiary Guarantors, each Replacement Term B-8 Lender and each Incremental Term B-8 Lender;

(iii)a certificate from a Responsible Officer of the Borrower certifying satisfaction of the condition precedent set forth in Section 5(c);

(iv)a written opinion of (x) Ropes & Gray LLP, in its capacity as counsel for the Loan Parties and (y) Venable LLP, in its capacity as local Maryland counsel for the Borrower, each dated as of the date hereof and addressed to the Administrative Agent and the Term B-8 Lenders;

(v)a certificate of each Loan Party, dated as of the date hereof and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer thereof, which shall certify (a) that attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, certified by the relevant authority of its jurisdiction of organization, which certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, have not been amended (except as attached thereto) since the date reflected thereon (or for any Loan Party, if applicable, a certification that no change has been made to such documents of such Loan Party since the date that such documents were previously delivered to the Administrative Agent), (b) that attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, as applicable, together with all amendments thereto as of the Thirteenth Amendment Effective Date (or for any Loan Party, if applicable, a certification that no change has been made to such documents of such Loan Party since the date that such documents were previously delivered to the Administrative Agent) and such by-laws or operating, management, partnership or similar agreement are in full force and effect, (c) that attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member, manager or other applicable governing body authorizing the execution, delivery and performance of this Thirteenth Amendment and, in the case of the Borrower, the borrowing of the Term B-8 Loans, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect and (d) as to the incumbency and specimen signature of each officer, manager, director or

authorized signatory executing this Thirteenth Amendment or any other Loan Document delivered by such Loan Party in connection therewith and (ii) a good standing (or equivalent) certificate for such Loan Party, as applicable, from the relevant authority of its jurisdiction of organization, dated as of a recent date; and

(vi)a solvency certificate in substantially the form of Exhibit O to the Existing Credit Agreement (but with modifications to reflect the Thirteenth Amendment Effective Date) from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower dated as of the Thirteenth Amendment Effective Date and certifying as to the matters set forth therein (after giving effect to the transactions contemplated by this Thirteenth Amendment to occur on the Thirteenth Amendment Effective Date).

(b)Prior to, or substantially concurrently with the funding of the Term B-8 Loans, (x) the Borrower shall have paid or caused to be paid to the Administrative Agent, for the account of each Term B-8 Lender, a fee in the amount separately agreed between the Thirteenth Amendment Arrangers and the Borrower, (y) the Administrative Agent and the Thirteenth Amendment Arrangers shall have received (i) all fees required to be paid by the Borrower on the Thirteenth Amendment Effective Date as separately agreed among the Borrower, the Administrative Agent and the applicable Thirteenth Amendment Arrangers and (ii) all expenses required to be reimbursed by the Borrower under the Existing Credit Agreement in connection with this Thirteenth Amendment for which invoices have been presented at least three (3) Business Days prior to the Thirteenth Amendment Effective Date or such later date to which the Borrower may agree (including the reasonable and documented fees and expenses of legal counsel required to be paid), in each case on or before the Thirteenth Amendment Effective Date, in each case, which amounts may be offset against the proceeds of the Term B-8 Loans and (z) the Borrower shall have consummated the Thirteenth Amendment Repayments.

(c)The representations and warranties of the Borrower set forth in Article 3 of the Existing Credit Agreement and the representations and warranties of the applicable Loan Parties set forth in the other Loan Documents (including Section 3 above) shall be true and correct in all material respects on and as of the Thirteenth Amendment Effective Date; provided that (A) in the case of any representation which expressly relates to a given date or period, such representation shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be and (B) if any representation is qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification, such representation shall be true and correct in all respects.

(d)The Administrative Agent shall have received all documentation and other information reasonably requested with respect to any Loan Party in writing by the Administrative Agent, or any Thirteenth Amendment Arranger or Term B-8 Lender at least seven (7) Business Days in advance of the Thirteenth Amendment Effective Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

SECTION 6. Counterparts. This Thirteenth Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Thirteenth Amendment and/or any document to be signed in connection with this Thirteenth Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures”

means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

SECTION 7. Governing Law and Waiver of Right to Trial by Jury. This Thirteenth Amendment shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. Sections 9.10 and 9.11 of the Existing Credit Agreement are incorporated herein by reference mutatis mutandis.

SECTION 8. Headings. The headings of this Thirteenth Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 9. Reaffirmation; No Novation.

(a)Each Loan Party hereby expressly acknowledges the terms of this Thirteenth Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Thirteenth Amendment and the transactions contemplated hereby and (ii) its guarantee of the Obligations under the Guarantee, as applicable, and its grant of Liens on the Collateral to secure the Obligations pursuant to the Collateral Documents, with all such Liens continuing in full force and effect after giving effect to this Thirteenth Amendment.

(b)Each of the Loan Parties confirms, acknowledges and agrees that the Term B-8 Lenders are “Lenders” and “Secured Parties” for all purposes under the Loan Documents. For the avoidance of doubt, each Loan Party hereby agrees that all references to “Obligations” shall include the Term B-8 Loans. All obligations of the Borrower under the Existing Credit Agreement shall remain obligations of the Borrower under the Amended Credit Agreement. Each of the parties hereto confirms that the amendment of the Existing Credit Agreement pursuant to this Thirteenth Amendment shall not constitute a novation of the Existing Credit Agreement or any other Loan Document. For the avoidance of doubt, this Thirteenth Amendment shall also constitute a Loan Document for all purposes under the Amended Credit Agreement.

SECTION 10. Tax Matters. The parties hereto intend that the Term B-8 Loans, including the Replacement Term B-8 Loans and the Incremental Term B-8 Loans, be treated as one fungible tranche for U.S. federal and applicable state and local income tax purposes.

SECTION 11. Effect of Amendment.

(a)Except as expressly set forth herein, this Thirteenth Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Administrative Agent, the Lenders or the other Secured Parties under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

(b)(i) Each Person executing this Thirteenth Amendment in its capacity as a Replacement Term B-8 Lender or Incremental Term B-8 Lender shall be a “Lender” and a “Term Lender” under the Amended Credit Agreement for all purposes of the Amended Credit Agreement and the other Loan Documents and shall, in each case, be bound by the provisions of the Amended Credit Agreement as a Lender holding “Term Commitments” and “Term Loans”, as applicable, (ii) the Replacement Term B-8 Loan Commitments shall constitute “Term Commitments” and “Additional Term Loan Commitments”, and the Replacement Term B-8 Loans shall constitute “Replacement Term Loans”, “Additional Term

Loans”, “Term B-8 Loans” and “Term Loans”, as applicable, for all purposes of the Amended Credit Agreement and the other Loan Documents and (iii) the Incremental Term B-8 Loan Commitments shall constitute “Term Commitments” and “Additional Term Loan Commitments”, and the Incremental Term B-8 Loans shall constitute “Incremental Term Loans”, “Additional Term Loans”, “Term B-8 Loans” and “Term Loans”, as applicable, for all purposes of the Amended Credit Agreement and the other Loan Documents.

SECTION 12. Miscellaneous. Notwithstanding any other provision of this Thirteenth Amendment, the Amended Credit Agreement or any other Loan Document, each Thirteenth Amendment Arranger is named as such herein for recognition purposes only, and in its capacity as such shall have no duties, responsibilities or liabilities with respect to this Thirteenth Amendment. Without limitation of the foregoing, the Thirteenth Amendment Arrangers in their respective capacities as such shall not, by reason of this Thirteenth Amendment, the Amended Credit Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, any Loan Party or any other Person.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Thirteenth Amendment to be duly executed as of the date first above written.

BORROWER:
BLACKSTONE MORTGAGE TRUST, INC.
By:	/s/ Marcin Urbaszek
Name:	Marcin Urbaszek
Title:	Deputy Chief Financial Officer
SUBSIDIARY GUARANTORS:
---
345-1 PARTNERS LLC345-2 PARTNERS, LLC345-3 PARTNERS, LLC345-30 PARTNERS LLC345-4 PARTNERS, LLC345-40 PARTNERS, LLC345-50 PARTNERS LLC345-JV PARTNERS LLC345-LUX PARTNERS, LLC345-LUX PARTNERS, LLC42-16 CLO L SELL, LLC42-16 PARTNERS, LLC AMBASSADOR AUD HOLDINGS, LLC AMBASSADOR CAD HOLDINGS, LLC AMBASSADOR CHF HOLDINGS, LLC AMBASSADOR DKK HOLDINGS, LLC AMBASSADOR HOLDINGS, LLC AMBASSADOR HOLDINGS, LLC AMBASSADOR SEK HOLDINGS, LLC CML JV MEMBER, LLCDE VERE RESORTS FINCO 2014, LLC HUSKY AU FINCO, LLCHUSKY CAD FINCO, LLC HUSKY CHF FINCO, LLC HUSKY DKK FINCO, LLC HUSKY FINCO, LLC HUSKY FINCO II, LLC HUSKY FINCO, LLC HUSKY SEK FINCO, LLC HUSKY UK FINCO, LLC
By:
Name:
Title:

All values are in Euros.

[Signature Page to Thirteenth Amendment]

SUBSIDIARY GUARANTORS (CONT’D):
MAGMA FINCO 12, LLC<br><br>MAGMA FINCO 13, LLC<br><br>MOLTEN PARTNERS, LLC<br><br>NNN JV MEMBER, LLC<br><br>PARLEX ONT PARTNERS GP, LLC<br><br>Q HOTELS FINCO 2014, LLC<br><br>UCJV HOLDCO LLC<br><br>VICTOR HOLDINGS I, LLC
By:	/s/ Marcin Urbaszek
Name:	Marcin Urbaszek
Title:	Deputy Chief Financial Officer
MORGAN STANLEY BANK, N.A.<br>as the Replacement Term B-8 Lender and Incremental Term B-8 Lender
---	---
By:	/s/ Steven DiMilia
Name:	Steven DiMilia
Title:	Authorized Signatory
JPMORGAN CHASE BANK, N.A., <br>as Administrative Agent
---	---
By:	/s/ Matthew Griffith
Name:	Matthew Griffith
Title:	Managing Director

SCHEDULE 1

Term B-8 Loan Commitments

Term B-8 Lender	Replacement Term B-8 Loan Commitment	Incremental Term B-8 Loan Commitment
Morgan Stanley Bank, N.A.	$309,267,563.35	$390,732,436.65
Total	$309,267,563.35	$390,732,436.65

Annex A

Conformed Credit Agreement

[See Attached]

Conformed as of TwelfthThirteenth Amendment

Deal CUSIP: 09259GAA1

2019 New Term Loan CUSIP: 09259GAC7

Term B-3 Loan CUSIP: 09259GAE9

Term B-6 Loan CUSIP: 09259GAH6

Term B-7 Loan CUSIP: 09259GAJ2

Term B-8 Loan CUSIP: 09259GAK9

TERM LOAN CREDIT AGREEMENT

Dated as of April 23, 2019

(as amended by the First Amendment on, dated as of November 19, 2019, the Second Amendment on, dated as of May 20, 2020, the Third Amendment on, dated as of June 11, 2020, the Fourth Amendment on, dated as of February 19, 2021, the Fifth Amendment on, dated as of June 21, 2021, the Sixth Amendment on, dated as of May 9, 2022, the Seventh Amendment on, dated as of November 4, 2022, the Eighth Amendment on, dated as of June 7, 2023, the Ninth Amendment on, dated as of September 13, 2024, the Tenth Amendment on, dated as of December 10, 2024, the Eleventh Amendment on, dated as of June 18, 2025 and, the Twelfth Amendment on, dated as of August 6, 2025, and the Thirteenth Amendment, dated as of December 19, 2025)

among

BLACKSTONE MORTGAGE TRUST, INC., as the Borrower,

THE FINANCIAL INSTITUTIONS PARTY HERETO,

as Lenders,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,

and

MORGAN STANLEY SENIOR FUNDING, INC., and

JPMORGAN CHASE BANK, N.A.,

as Joint Lead Arrangers and Joint Physical Bookrunners

and

CITIGROUP GLOBAL MARKETS INC.,

M&T BANK,

WELLS FARGO SECURITIES, LLC,

BARCLAYS BANK PLC,

BOFA SECURITIES, INC.,

DEUTSCHE BANK SECURITIES INC.,

GOLDMAN SACHS BANK USA

and

BANCO SANTANDER, S.A., NEW YORK BRANCH,

as Joint Bookrunners

and

BLACKSTONE SECURITIES PARTNERS L.P., as co-manager

TABLE OF CONTENTS

Page

ARTICLE 1

DEFINITIONS

Section 1.01.    Defined Terms    3

Section 1.02.    Classification of Loans and Borrowings    6765

Section 1.03.    Terms Generally    6865

Section 1.04.    Accounting Terms; GAAP    6866

Section 1.05.    [Reserved]    6966

Section 1.06.    Timing of Payment of Performance    6967

Section 1.07.    Times of Day    6967

Section 1.08.    Currency Equivalents Generally    6967

Section 1.09.    Cashless Rollovers    7068

Section 1.10.    Certain Calculations and Tests    7168

Section 1.11.    Interest Rates; Benchmark Notification    7472

ARTICLE 2

THE CREDITS

Section 2.01.    Commitments    7572

Section 2.02.    Loans and Borrowings    7773

Section 2.03.    Requests for Borrowings    7874

Section 2.04.    [Reserved]    7875

Section 2.05.    [Reserved]    7975

Section 2.06.    [Reserved]    7975

Section 2.07.    Funding of Borrowings    7975

Section 2.08.    Type; Interest Elections    7975

Section 2.09.    Termination of Commitments    8076

Section 2.10.    Repayment of Loans; Evidence of Debt    8177

Section 2.11.    Prepayment of Loans    8278

Section 2.12.    Fees    8782

Section 2.13.    Interest    8884

Section 2.14.    Alternate Rate of Interest    8884

Section 2.15.    Increased Costs    9187

Section 2.16.    Break Funding Payments    9288

Section 2.17.    Taxes    9389

Section 2.18.    Payments Generally; Allocation of Proceeds; Sharing of Payments    9692

Section 2.19.    Mitigation Obligations; Replacement of Lenders    9894

Section 2.20.    Illegality    9995

Section 2.21.    Defaulting Lenders    10096

Section 2.22.    Incremental Facilities    10197

Section 2.23.    Extensions of Loans    105100

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.01.    Organization; Powers    107102

Section 3.02.    Authorization; Enforceability    107103

Section 3.03.    Governmental Approvals; No Conflicts    107103

Section 3.04.    Financial Condition; No Material Adverse Effect    107103

Section 3.05.    Properties    108103

Section 3.06.    Litigation and Environmental Matters    108104

Section 3.07.    Compliance with Laws    108104

--

i

Section 3.08.    Investment Company Status    108104

Section 3.09.    Taxes    109104

Section 3.10.    ERISA    109104

Section 3.11.    Disclosure    109105

Section 3.12.    Solvency    109105

Section 3.13.    Subsidiaries    109105

Section 3.14.    Security Interest in Collateral    110105

Section 3.15.    Labor Disputes    110106

Section 3.16.    Federal Reserve Regulations    110106

Section 3.17.    OFAC; PATRIOT ACT and FCPA    110106

ARTICLE 4

CONDITIONS

Section 4.01.    Closing Date    111107

ARTICLE 5

AFFIRMATIVE COVENANTS

Section 5.01.    Financial Statements and Other Reports    113109

Section 5.02.    Existence    116112

Section 5.03.    Payment of Taxes    116112

Section 5.04.    Maintenance of Properties    116112

Section 5.05.    Insurance    117112

Section 5.06.    Inspections    117112

Section 5.07.    Maintenance of Book and Records    118113

Section 5.08.    Compliance with Laws    118113

Section 5.09.    Environmental    118113

Section 5.10.    Designation of Subsidiaries    118114

Section 5.11.    Use of Proceeds    119114

Section 5.12.    Covenant to Guarantee Obligations and Give Security    120115

Section 5.13.    Maintenance of Ratings    121116

Section 5.14.    Further Assurances    121116

ARTICLE 6

NEGATIVE COVENANTS

Section 6.01.    Indebtedness    122117

Section 6.02.    Liens    127122

Section 6.03.    [Reserved]    132127

Section 6.04.    Restricted Payments; Restricted Debt Payments    132127

Section 6.05.    Burdensome Agreements    135130

Section 6.06.    Investments    137131

Section 6.07.    Fundamental Changes; Disposition of Assets    140135

Section 6.08.    [Reserved]    144138

Section 6.09.    Transactions with Affiliates    144138

Section 6.10.    Conduct of Business    146140

Section 6.11.    [Reserved]    146140

Section 6.12.    Fiscal Year    146140

Section 6.13.    Financial Covenant    146141

ii

ARTICLE 7

EVENTS OF DEFAULT

Section 7.01.    Events of Default    148142

ARTICLE 8

THE ADMINISTRATIVE AGENT

ARTICLE 9

MISCELLANEOUS

Section 9.01.    Notices    158152

Section 9.02.    Waivers; Amendments    161155

Section 9.03.    Expenses; Indemnity    166160

Section 9.04.    Waiver of Claim    167161

Section 9.05.    Successors and Assigns    168162

Section 9.06.    Survival    176170

Section 9.07.    Counterparts; Integration; Effectiveness    176170

Section 9.08.    Severability    177170

Section 9.09.    Right of Setoff    177171

Section 9.10.    Governing Law; Jurisdiction; Consent to Service of Process    177171

Section 9.11.    Waiver of Jury Trial    178172

Section 9.12.    Headings    178172

Section 9.13.    Confidentiality    178172

Section 9.14.    No Fiduciary Duty    180174

Section 9.15.    Several Obligations    181175

Section 9.16.    USA PATRIOT Act    181175

Section 9.17.    Disclosure of Agent Conflicts    181175

Section 9.18.    Appointment for Perfection    181175

Section 9.19.    Interest Rate Limitation    181176

Section 9.20.    Conflicts    181176

Section 9.21.    Release of Guarantors    182176

Section 9.22.    Acknowledgment and Consent to Bail-In of EEA Financial Institutions    182176

Section 9.23.    Acknowledgement Regarding Any Supported QFCs    182177

SCHEDULES:

Schedule 1.01(a)     –    Commitment Schedule

Schedule 1.01(b)    –    Dutch Auction

Schedule 1.01(c)    –    Mortgages

Schedule 3.05    –    Fee Owned Real Estate Assets

Schedule 3.13    –    Subsidiaries

Schedule 5.10    –    Unrestricted Subsidiaries

Schedule 6.01    –    Existing Indebtedness

Schedule 6.02    –    Existing Liens

Schedule 6.06    –    Existing Investments

EXHIBITS:

Exhibit A-1    –    Form of Affiliated Lender Assignment and Assumption

Exhibit A-2    –    Form of Assignment and Assumption

Exhibit B    –    Form of Borrowing Request

Exhibit C-1    –    Form of Intellectual Property Security Agreement

Exhibit C-2    –    Form of Intellectual Property Security Agreement Supplement

Exhibit D    –    Form of Compliance Certificate

Exhibit E    –    Form of First Lien Intercreditor Agreement

Exhibit F    –    Form of Intercompany Note

Exhibit G    –    Form of Intercreditor Agreement

Exhibit H    –    Form of Interest Election Request

Exhibit I    –    Form of Guaranty Agreement

Exhibit J    –    Form of Perfection Certificate

Exhibit K    –    Form of Perfection Certificate Supplement

Exhibit L    –    Form of Promissory Note

Exhibit M    –    Form of Pledge and Security Agreement

Exhibit N-1    –    Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Exhibit N-2    –    Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Exhibit N-3    –    Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Exhibit N-4    –    Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Exhibit O    –    Form of Solvency Certificate

iv

TERM LOAN CREDIT AGREEMENT

TERM LOAN CREDIT AGREEMENT, dated as of April 23, 2019 (this “Agreement”), by and among Blackstone Mortgage Trust, Inc., a Maryland corporation (the “Borrower”), the Lenders from time to time party hereto and JPMorgan Chase Bank, N.A. (“JPMCB”), in its capacities as administrative agent for the Lenders and collateral agent for the Secured Parties (in such capacities and together with its successors and assigns, the “Administrative Agent”).

RECITALS

A.    On the Closing Date, the Borrower requested that the Initial Term Lenders extend credit in the form of Initial Term Loans in an aggregate principal amount equal to $500,000,000.

B.    The Lenders were willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein.

C.    The 2019 Replacement Term Lenders (as defined below) were willing to extend to the Borrower the 2019 Replacement Term Loans (as defined below) on the First Amendment Effective Date in an aggregate principal amount equal to $498,750,000 upon the terms and subject to the conditions set forth in the First Amendment (as defined below). The proceeds of the 2019 Replacement Term Loans were used on the First Amendment Effective Date to refinance all of the Initial Term Loans outstanding on the First Amendment Effective Date.

D.    The 2019 Incremental Term Lenders (as defined below) were willing to extend to the Borrower the 2019 Incremental Term Loans (as defined below) on the First Amendment Effective Date in an aggregate principal amount equal to $250,000,000 upon the terms and subject to the conditions set forth in the First Amendment.

E.    The Initial Term B-2 Lenders (as defined below) were willing to extend to the Borrower the Initial Term B-2 Loans (as defined below) on the Second Amendment Effective Date in an aggregate principal amount equal to $250,000,000 upon the terms and subject to the conditions set forth in the Second Amendment.

F.    The Additional Term B-2 Lenders (as defined below) were willing to extend to the Borrower the Additional Term B-2 Loans (as defined below) on the Third Amendment Effective Date in an aggregate principal amount equal to $75,000,000 upon the terms and subject to the conditions set forth in the Third Amendment.

G.     The Additional 2019 Incremental Term Lenders (as defined below) were willing to extend to the Borrower the Additional 2019 New Term Loans (as defined below) on the Fourth Amendment Effective Date in an aggregate principal amount equal to $200,000,000 upon the terms and subject to the conditions set forth in the Fourth Amendment.

H.    The Replacement Term B-3 Lenders (as defined below) were willing to extend to the Borrower the Replacement Term B-3 Loans (as defined below) on the Fifth Amendment Effective Date (as defined below) in an aggregate principal amount equal to $322,562,500 upon the terms and subject to the conditions set forth in the Fifth Amendment (as defined below). The proceeds of the Replacement Term B-3 Loans were used on the Fifth Amendment Effective Date to refinance all of the Term B-2 Loans outstanding on the Fifth Amendment Effective Date.

I.    The Incremental Term B-3 Lenders (as defined below) were willing to extend to the Borrower the Incremental Term B-3 Loans (as defined below) on the Fifth Amendment Effective Date in an aggregate principal amount equal to $100,000,000 upon the terms and subject to the conditions set forth in the Fifth Amendment.

J.    The Term B-4 Lenders (as defined below) were willing to extend to the Borrower the Initial Term B-4 Loans (as defined below) on the Sixth Amendment Effective Date (as defined below) in an aggregate principal amount equal to $500,000,000 upon the terms and subject to the conditions set forth in the Sixth Amendment.

K.    The Incremental Term B-4 Lenders (as defined below) were willing to extend to the Borrower the Incremental Term B-4 Loans (as defined below) on the Seventh Amendment Effective Date in an aggregate principal amount equal to $325,000,000 upon the terms and subject to the conditions set forth in the Seventh Amendment.

L.    The Term B-5 Lenders (as defined below) were willing to extend to the Borrower the Term B-5 Loans (as defined below) on the Tenth Amendment Effective Date (as defined below) in an aggregate principal amount equal to $650,000,000 upon the terms and subject to the conditions set forth in the Tenth Amendment (as defined below).

M.    The Replacement Term B-6 Lenders (as defined below) were willing to extend to the Borrower the Replacement Term B-6 Loans (as defined below) on the Eleventh Amendment Effective Date (as defined below) in an aggregate principal amount equal to $648,375,000.00 upon the terms and subject to the conditions set forth in the Eleventh Amendment (as defined below). The proceeds of the Replacement Term B-6 Loans were used on the Eleventh Amendment Effective Date to refinance all of the Term B-5 Loans outstanding on the Eleventh Amendment Effective Date.

N.    The Incremental Term B-6 Lenders (as defined below) are willing to extend to the Borrower the Incremental Term B-6 Loans (as defined below) on the Eleventh Amendment Effective Date in an aggregate principal amount equal to $400,000,000 upon the terms and subject to the conditions set forth in the Eleventh Amendment. The proceeds of the Incremental Term B-6 Loans were used on the Eleventh Amendment Effective Date to prepay a portion of the outstanding principal amount of the Term B-4 Loans on the Eleventh Amendment Effective Date.

O.    The Replacement Term B-7 Lenders (as defined below) were willing to extend to the Borrower the Replacement Term B-7 Loans (as defined below) on the Twelfth Amendment Effective Date (as defined below) in an aggregate principal amount equal to $403,104,636.60 upon the terms and subject to the conditions set forth in the Twelfth Amendment (as defined below). The proceeds of the Replacement Term B-7 Loans were used on the Twelfth Amendment Effective Date to refinance all of the Term B-4 Loans outstanding on the Twelfth Amendment Effective Date.

P.    The Incremental Term B-7 Lenders (as defined below) are willing to extend to the Borrower the Incremental Term B-7 Loans (as defined below) on the Twelfth Amendment Effective Date in an aggregate principal amount equal to $50,000,000.00 upon the terms and subject to the conditions set forth in the Twelfth Amendment. The proceeds of the Incremental Term B-7 Loans will be used on and after the Twelfth Amendment Effective Date to finance working capital needs and other general corporate purposes of the Borrower and for any other purpose not prohibited by the terms of the Loan Documents (including, without limitation, the repayment of any Asset Financing Facility or CRE Financing and/or the payment of fees and expenses in connection with the Twelfth Amendment Transactions (as defined in the Twelfth Amendment).

Q.     The Replacement Term B-8 Lenders (as defined below) were willing to extend to the Borrower the Replacement Term B-8 Loans (as defined below) on the Thirteenth Amendment Effective Date (as defined below) in an aggregate principal amount equal to $309,267,563.35 upon the terms and subject to the conditions set forth in the Thirteenth Amendment (as defined below). The proceeds of the Replacement Term B-8 Loans were used on the Thirteenth Amendment Effective Date to refinance all of the 2019 New Term Loans outstanding on the Thirteenth Amendment Effective Date.

R.     The Incremental Term B-8 Lenders (as defined below) are willing to extend to the Borrower the Incremental Term B-8 Loans (as defined below) on the Thirteenth Amendment Effective Date in an aggregate principal amount equal to $390,732,436.65 upon the terms and subject to the conditions set forth in the Thirteenth Amendment. The proceeds of the Incremental Term B-8 Loans (i) were used on the Thirteenth Amendment Effective Date to prepay a portion of the outstanding principal amount of the Term B-6 Loans on the Thirteenth Amendment Effective Date and (ii) will be used on or after the Thirteenth Amendment Effective Date to finance working capital needs and other general corporate purposes of the Borrower and for any other purpose not prohibited by the terms of the Loan Documents (including, without limitation, the repayment of any Asset Financing Facility or CRE Financing and/or the payment of fees and expenses in connection with the Thirteenth Amendment Transactions (as defined in the Thirteenth Amendment).

Accordingly, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01.Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“2019 Incremental Term Lender” has the meaning assigned to such term in the First Amendment.

“2019 Incremental Term Loan Commitment” has the meaning assigned to such term in the First Amendment.

“2019 Incremental Term Loans” has the meaning assigned to such term in the First Amendment.

“2019 New Term Loans” means the 2019 Replacement Term Loans, the 2019 Incremental Term Loans and, from and after the Fourth Amendment Effective Date, the Additional 2019 New Term Loans; provided that, for the avoidance of doubt, the 2019 Replacement Term Loans, the 2019 Incremental Term Loans and the Additional 2019 New Term Loans shall be treated as a single Class of 2019 New Term Loans under this Agreement and the other Loan Documents. As of the Thirteenth Amendment Effective Date, there are no 2019 New Term Loans outstanding under this Agreement.

“2019 Replacement Term Lender” has the meaning assigned to such term in the First Amendment.

“2019 Replacement Term Loan Commitment” has the meaning assigned to such term in the First Amendment.

“2019 Replacement Term Loans” has the meaning assigned to such term in the First Amendment.

“ABR,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Alternate Base Rate.

“Acceptable Intercreditor Agreement” means:

(a)with respect to any Indebtedness that is secured by the Collateral on a pari passu lien basis with the 2019 New Term B-6 Loans, the Term B-3 Loans, the Term B-6-7 Loans and the Term B-7-8 Loans, an intercreditor agreement substantially in the form of Exhibit E, with any immaterial changes (as are reasonably acceptable to the Administrative Agent and the Borrower) thereto as the Borrower and the Administrative Agent may agree in their respective reasonable discretion;

(b)with respect to any Indebtedness that is secured by the Collateral on a junior lien basis to the 2019 New Term B-6 Loans, the Term B-3 Loans, the Term B-6-7 Loans and the Term B-7-8 Loans, an intercreditor agreement substantially in the form of Exhibit G, with any immaterial changes (as are reasonably acceptable to the Administrative Agent and the Borrower) thereto as the Borrower and the Administrative Agent may agree in their respective reasonable discretion; or

(c)     with respect to any Indebtedness (including Indebtedness secured on a pari passu or junior basis to the 2019 New Term B-6 Loans, the Term B-3 Loans, the Term B-6-7 Loans and the Term B-7-8 Loans), any other intercreditor or subordination agreement or arrangement (which may take the form of a “waterfall” or similar provision), as applicable, the terms of which are (i) consistent with market terms (as determined by the Borrower and the Administrative Agent in good faith) governing arrangements for the sharing and/or subordination of Liens and/or arrangements relating to the distribution of payments, as applicable, at the time the relevant intercreditor agreement is proposed to be established in light of the type of Indebtedness subject thereto and/or (ii) reasonably acceptable to the Borrower and the Administrative Agent.

“ACH” means automated clearing house arrangements.

“Additional 2019 Incremental Term Lender” has the meaning assigned to such term in the Fourth Amendment.

“Additional 2019 Incremental Term Loan Commitment” has the meaning assigned to such term in the Fourth Amendment.

“Additional 2019 New Term Loans” has the meaning assigned to such term in the Fourth Amendment.

“Additional Agreement” has the meaning assigned to such term in Article 8.

“Additional Commitment” means any commitment hereunder added pursuant to Sections 2.22, 2.23 or 9.02(c).

“Additional Lender” has the meaning assigned to such term in Section 2.22(b).

“Additional Term B-2 Lender” has the meaning assigned to such term in the Third Amendment.

“Additional Term B-2 Loan Commitment” has the meaning assigned to such term in the Third Amendment.

“Additional Term B-2 Loans” has the meaning assigned to such term in the Third Amendment.

“Additional Term Lender” means any Lender with an Additional Term Loan Commitment or an outstanding Additional Term Loan.

“Additional Term Loan Commitment” means any term commitment added pursuant to Sections 2.22, 2.23 or 9.02(c).

“Additional Term Loans” means any term loan added pursuant to Section 2.22, 2.23 or 9.02(c).

“Adjusted Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to Daily Simple SOFR for such day plus 0.11448%; provided that, in no event shall Adjusted Daily Simple SOFR for the Term B-3 Loans be less than the Floor. Any change in Adjusted Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR.

“Adjusted Term SOFR Rate” means, with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator plus the Term SOFR Adjustment; provided that, in no event shall the Adjusted Term SOFR Rate for the Term B-3 Loans be less than the Floor.

“Administrative Agent” has the meaning assigned to such term in the preamble to this Agreement.

“Administrative Questionnaire” has the meaning assigned to such term in Section 2.22(d).

“Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of the Borrower or any of its Restricted Subsidiaries) at law, in equity or in arbitration, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claim), whether pending or, to the knowledge of a Responsible Officer of the Borrower or any of its Restricted Subsidiaries, threatened in writing, against or affecting the Borrower or any of its Restricted Subsidiaries or any property of the Borrower or any of its Restricted Subsidiaries.

“Affiliate” means, as applied to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, that Person. No Person shall be an “Affiliate” of the Borrower or any Subsidiary thereof solely because it is an unrelated portfolio company of the Sponsor (except for purposes of Section 6.09) and none of the Administrative Agent, the Arrangers, any First Amendment Arranger (as defined in the First Amendment), any Second Amendment Arranger (as defined in the Second Amendment), the Third Amendment Arranger (as defined in the Third Amendment), any Fourth Amendment Arranger (as defined in the Fourth Amendment), any Fifth Amendment Arranger (as defined in the Fifth Amendment), any Sixth Amendment Arranger (as defined in the Sixth Amendment), any Seventh Amendment Arranger (as defined in the Seventh Amendment), any Tenth Amendment Arranger (as defined in the Tenth Amendment), any Eleventh Amendment Arranger (as defined in the Eleventh Amendment), any Twelfth Amendment Arranger, (as defined in the Twelfth Amendment), any Thirteenth Amendment Arranger (as defined in the Thirteenth Amendment), any Lender (other than any

Affiliated Lender or any Debt Fund Affiliate) or any of their respective Affiliates shall be considered an Affiliate of the Borrower or any subsidiary thereof.

“Affiliated Lender” means the Sponsor and any Affiliate of the Sponsor (other than any Debt Fund Affiliate, the Borrower or any of its Subsidiaries).

“Affiliated Lender Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Affiliated Lender (with the consent of any party whose consent is required by Section 9.05) and accepted by the Administrative Agent in the form of Exhibit A-1 or any other form approved by the Administrative Agent and the Borrower.

“Affiliated Lender Cap” has the meaning assigned to such term in Section 9.05(g)(iv).

“Agreement” has the meaning assigned to such term in the preamble to this Term Loan Credit Agreement.

“Alternate Base Rate” means,

with respect to the Term B-6 Loans, (i)    with respect to the 2019 New Term Loans and the Term B-3 Loans, for any day, a rate per annum equal to the highest of (a) the NYFRB Rate in effect on such day plus 0.50%, (b) the Adjusted Term SOFR Rate for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided that for the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology), or (c) the Prime Rate; and

(ii)    with respect to the the Term B-6-7 Loans and the Term B-7-8 Loans, for any day, a rate per annum equal to the highest of (a) the NYFRB Rate in effect on such day plus 0.50%, (b) the Term SOFR Rate for a one (1) month Interest Period as published two (2) U.S. Government Securities Business Days prior to such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided that for the purpose of this definition, the Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology), or (c) the Prime Rate; provided that in no event shall the Alternate Base Rate be less than 1.00% or, in the case of the Term B-2 Loans, less than 2.00%, or, in the case of the Term B-3 Loans, less than 1.50%, or, in the case of the Term B-6 Loans or Term B-7 Loans, less than the sum of (x) the Floor for the Term SOFR Rate or Daily Simple SOFR, as applicable, and (y) 1.00%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate, the Term SOFR Rate or the Adjusted Term SOFR Rate, as the case may be, shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate, the Term SOFR Rate or the Adjusted Term SOFR Rate, as the case may be. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14(d) – (i) (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Sections 2.14(e)), then the Alternate Base Rate shall be the greater of clauses (ii)(a) and (ii)(c) above and shall be determined without reference to clause (ii)(b) above.

“Applicable Percentage” means, with respect to any Term Lender of any Class, a percentage equal to a fraction the numerator of which is the aggregate outstanding principal amount of the Term Loans and unused Term Commitments (if any) of such Term Lender under the applicable Class and the

denominator of which is the aggregate outstanding principal amount of the Term Loans and unused Term Commitments (if any) of all Term Lenders under the applicable Class.

“Applicable Rate” means (a) with respect to any 2019 New Term Loans, for any day, the rate per annum equal to (i) 1.25% in the case of an ABR Loan and (ii) 2.25% in the case of a Term Benchmark Loan or an RFR Loan, (b) with respect to any Term B-3 Loans, for any day, the rate per annum equal to (i) 1.75% in the case of an ABR Loan and (ii) 2.75% in the case of a Term Benchmark Loan or an RFR Loan, (c) [reserved], (d) [reserved], (e) with respect to any Term B-6 Loans, for any day, the rate per annum equal to (i) 2.00% in the case of an ABR Loan and (ii) 3.00% in the case of a Term Benchmark Loan or an RFR Loan and, (fb) with respect to any Term B-7 Loans, for any day, the rate per annum equal to (i) 1.50% in the case of an ABR Loan and (ii) 2.50% in the case of a Term Benchmark Loan or an RFR Loan and (c) with respect to any Term B-8 Loans, for any day, the rate per annum equal to (i) 1.50% in the case of an ABR Loan and (ii) 2.50% in the case of a Term Benchmark Loan or an RFR Loan.

“Approved Fund” means, with respect to any Lender, any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities and is administered, advised or managed by (a) such Lender, (b) any Affiliate of such Lender or (c) any entity or any Affiliate of any entity that administers, advises or manages such Lender.

“Arrangers” means JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC, Deutsche Bank Securities Inc. and Blackstone Advisory Partners LP, in their capacities as joint lead arrangers and joint bookrunners for the Initial Term Loans.

“Asset Financing Facility” means any indebtedness or obligations under securitization transactions, repurchase facilities, warehouse facilities, note-on-note financings, other credit facilities and arrangements similar to any of the foregoing and any other indebtedness or obligations, in each case, secured directly or indirectly by, and incurred for the primary purpose of directly or indirectly funding the origination or acquisition of, or any Investment in, or otherwise financing, refinancing or capitalizing any previous origination or acquisition of, or Investment in, any CRE Finance Assets.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.05), and accepted by the Administrative Agent in the form of Exhibit A-2 or any other form approved by the Administrative Agent and the Borrower (including electronic records generated by the use of an electronic platform).

“Available Amount” means, at any time, an amount equal to, without duplication:

(a)    the sum of:

(i)    the greater of $50,000,000 and 0.35% of Consolidated Total Assets as of the end of the most recently ended Test Period; plus

(ii)    (x) 50.0% of the cumulative Consolidated Net Income of the Borrower and the Restricted Subsidiaries for the period, taken as one accounting period, commencing on April 1, 2019 and ending on the last day of the most recently ended Fiscal Quarter prior to incurring the applicable transaction in reliance on this clause (ii) for which internal financial statements of the Borrower are available (or, if such cumulative Consolidated Net Income shall be a deficit, minus 100% of such deficit for any applicable period) minus (y) the amount of Restricted Payments made in reliance on

Section 6.04(a)(i) (provided that amounts under this clause (ii) (A) shall in no event be less than $0 and (B) shall not be available for (x) any Restricted Payment pursuant to Section 6.04(a)(iii)(A) unless no Event of Default exists at the time of declaration of such Restricted Payment or would result therefrom, (y) any Restricted Debt Payment pursuant to Section 6.04(b)(vi)(A) unless no Event of Default exists at the time of delivery of irrevocable notice with respect to such Restricted Debt Payment or would result therefrom or (z) any Investment pursuant to Section 6.06(r)(i) unless no Event of Default under Section 7.01(a), (f) or (g) exists at the time of such Investment or would result therefrom); plus

(iii)    the amount of any capital contribution in respect of Qualified Capital Stock of or the proceeds of any issuance of Qualified Capital Stock after the Closing Date (other than any amounts (x) constituting a Cure Amount, an Available Excluded Contribution Amount or a Contribution Indebtedness Amount, (y) received from the Borrower or any Restricted Subsidiary or (z) consisting of the proceeds of any loan or advance made pursuant to Section 6.06(h)(ii)) received as Cash equity by the Borrower or any of its Restricted Subsidiaries, plus the fair market value (or, solely with respect to the Indebtedness of the Borrower or any Restricted Subsidiary, the aggregate original principal amount thereof), as reasonably determined by the Borrower, of Cash Equivalents, marketable securities or other property or assets received by the Borrower or any Restricted Subsidiary as a capital contribution in respect of Qualified Capital Stock or in return for any issuance of Qualified Capital Stock (other than any amounts (x) constituting a Cure Amount, an Available Excluded Contribution Amount or a Contribution Indebtedness Amount or (y) received from the Borrower or any Restricted Subsidiary), in each case, during the period from and including the day immediately following the Closing Date through and including such time; provided that amounts received by a Restricted Subsidiary from a Person that is not the Borrower or a Restricted Subsidiary has not been distributed or otherwise returned to such Person; plus

(iv)    the aggregate principal amount of any Indebtedness or Disqualified Capital Stock, in each case, of the Borrower or any Restricted Subsidiary issued after the Closing Date (other than Indebtedness or such Disqualified Capital Stock issued to the Borrower or any Restricted Subsidiary), which has been converted into or exchanged for Capital Stock of the Borrower that does not constitute Disqualified Capital Stock, together with the fair market value of any Cash Equivalents and the fair market value (as reasonably determined by the Borrower) of any assets received by the Borrower or such Restricted Subsidiary upon such exchange or conversion, in each case, during the period from and including the day immediately following the Closing Date through and including such time; plus

(v)    the net proceeds received by the Borrower or any Restricted Subsidiary during the period from and including the day immediately following the Closing Date through and including such time in connection with the Disposition to any Person (other than the Borrower or any Restricted Subsidiary) of any Investment made pursuant to Section 6.06(r)(i); plus

(vi)    to the extent not already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment (pursuant to the definition thereof), the proceeds received by the Borrower or any Restricted Subsidiary during the period from and including the day immediately following the Closing Date through and including such time in connection with Cash returns, Cash

profits, Cash distributions and similar Cash amounts, including Cash principal repayments and interest payments of loans, in each case received in respect of any Investment made after the Closing Date pursuant to Section 6.06(r)(i); plus

(vii)    an amount equal to the sum of (A) the amount of any Investments by the Borrower or any Restricted Subsidiary pursuant to Section 6.06(r)(i) in any Unrestricted Subsidiary (in an amount not to exceed the original amount of such Investment) that has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or is liquidated, wound up or dissolved into, the Borrower or any Restricted Subsidiary and (B) the fair market value (as reasonably determined by the Borrower) of the assets of any Unrestricted Subsidiary that have been transferred, conveyed or otherwise distributed (in an amount not to exceed the original amount of the Investment in such Unrestricted Subsidiary pursuant to Section 6.06(r)(i)) to the Borrower or any Restricted Subsidiary, in each case, during the period from and including the day immediately following the Closing Date through and including such time; plus

(viii)    to the extent not otherwise included in clause (ii) or clause (vi) above, the aggregate amount of any cash dividend and/or other cash distribution received (or deemed to be received) by the Borrower or any Restricted Subsidiary from any Unrestricted Subsidiary, limited (except to the extent the Investment in such Unrestricted Subsidiary was made pursuant to Section 6.06(r)(i)) to amounts constituting a return of capital and profits; plus

(ix)    the fair market value (not to exceed par, in the case of any loans optionally prepayable at par) (or, in the case of any Indebtedness issued by the Borrower or any Restricted Subsidiary, the original principal amount) of any Indebtedness that has been contributed to the Borrower or any Restricted Subsidiary in accordance with Section 9.05(g)(i) (or any comparable provision under the document governing such Indebtedness, as applicable) and canceled or retired; plus

(x)    the amount of any Declined Proceeds; minus

(b)    an amount equal to the sum of (i) Restricted Payments made pursuant to Section 6.04(a)(iii)(A), plus (ii) Restricted Debt Payments made pursuant to Section 6.04(b)(vi)(A), plus (iii) Investments made pursuant to Section 6.06(r)(i), in each case, after the Closing Date and prior to such time or contemporaneously therewith.

“Available Excluded Contribution Amount” means the aggregate amount of Cash or Cash Equivalents or the fair market value of other assets (as reasonably determined by the Borrower, but excluding any Cure Amount and any Contribution Indebtedness Amount) received (or deemed to be received) by the Borrower or any of its Restricted Subsidiaries after the Closing Date from:

(a)    contributions in respect of Qualified Capital Stock of the Borrower (other than any amounts received from any Restricted Subsidiary of the Borrower), plus

(b)    the sale of Qualified Capital Stock of the Borrower (other than (x) to any Restricted Subsidiary of the Borrower, (y) pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or (z) with the proceeds of any loan or advance made pursuant to Section 6.06(h)(ii));

in each case, designated as an Available Excluded Contribution Amount pursuant to a certificate of a Financial Officer on or promptly after the date on which the relevant capital contribution is made or the relevant proceeds are received, as the case may be, and which are excluded from the calculation of the Available Amount.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.14(e).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as it has been, or may be, amended, from time to time.

“Base Incremental Amount” means (a) an amount equal to the greater of (i) $140,000,000 and (ii) 1.0% of Consolidated Total Assets as of the last day of the most recently ended Test Period calculated on a Pro Forma Basis minus (b) the aggregate principal amount of all Incremental Facilities and/or Incremental Equivalent Debt incurred or issued in reliance on the Base Incremental Amount after the First Amendment Effective Date, in each case, for the avoidance of doubt, determined after giving effect to any reclassification of such Incremental Facilities and/or Incremental Equivalent Debt permitted under this Agreement.

“Basket” has the meaning assigned to such term in Section 1.10(d).

“Benchmark” means, initially, with respect to any (i) (x) any Term B-6 Loan or Term B-7 Loan that is a Term Benchmark Loan, the Term SOFR Rate and (y) any 2019 New Term Loan or Term B-3 Loan that is a Term Benchmark Loan, the Adjusted Term SOFR Rate or (ii) (x) any Term B-6 Loan or Term B-7 Loan that is a RFR Loan, Daily Simple SOFR and (y) any 2019 New Term Loan or Term B-3 Loan that is a RFR Loan, Adjustedor (ii) RFR Loan, Daily Simple SOFR; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to the Term SOFR Rate, the Adjusted Term SOFR Rate, or Daily Simple SOFR or Adjusted Daily Simple SOFR, as applicable, or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Sections 2.14(b) and 2.14(h).

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(1)    (a) in the case of Term B-6 Loans and Term B-7 Loans, Daily Simple SOFR and (b) in the case of 2019 New Term Loans or Term B-3 Loans, Adjusted Daily Simple SOFR;

(2)    the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time in the United States and (b) the related Benchmark Replacement Adjustment;

If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time in the United States.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent, in consultation with the Borrower, decides may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent, in consultation with the Borrower, decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:

(1)    in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used

in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2)    in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clause (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark in accordance with Sections 2.14(e) and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark in accordance with Sections 2.14(e).

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate” of a party means an “affiliate’ (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Board” means the Board of Governors of the Federal Reserve System of the U.S.

“Bona Fide Debt Fund” means any bona fide debt fund, investment vehicle, regulated bank entity or unregulated lending entity that is primarily engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business for financial investment purposes which is managed, sponsored or advised by any Person controlling, controlled by or under common control with (a) any Competitor or (b) any Affiliate of such Competitor, but, in each case, with respect to which no personnel involved with any investment in such Person or the management, control or operation of such Person directly or indirectly makes, has the right to make or participates with others in making any investment decisions, or otherwise causing the direction of the investment policies, with respect to such debt fund, investment vehicle, regulated bank entity or unregulated entity; it being understood and agreed that the term “Bona Fide Debt Fund” shall not include any Person that is a Disqualified Lending Institution.

“Borrower” has the meaning assigned to such term in the preamble to this Agreement, together with any successors and assigns permitted under this Agreement.

“Borrower Materials” has the meaning assigned to such term in Section 9.01(d).

“Borrowing” means any Loans of the same Type and Class made, converted or continued on the same date and, in the case of Term Benchmark Loans, as to which a single Interest Period is in effect.

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03 and substantially in the form attached hereto as Exhibit B or such other form that is reasonably acceptable to the Administrative Agent and the Borrower.

“Burdensome Agreement” has the meaning assigned to such term in Section 6.05.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided, that when used in connection with a Term Benchmark Loan, the term “Business Day” shall include any day (other than a Saturday or a Sunday) on which banks are open for business in Chicago; provided, further, that, in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings of such RFR Loan, the term “Business Day” shall mean a U.S. Government Securities Business Day.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests, membership interests, profits interests and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing, but excluding for the avoidance of doubt any Indebtedness convertible into or exchangeable for any of the foregoing.

“Captive Insurance Subsidiary” means any Restricted Subsidiary of the Borrower that is subject to regulation as an insurance company (or any Restricted Subsidiary thereof).

“Cash” means money, currency or a credit balance in any Deposit Account, in each case determined in accordance with GAAP.

“Cash Equivalents” means, as at any date of determination, (a) readily marketable securities (i) issued or directly and unconditionally guaranteed or insured as to interest and principal by the U.S. government or (ii) issued by any agency or instrumentality of the U.S. the obligations of which are backed by the full faith and credit of the U.S., in each case maturing within one (1) year after such date and, in each case, repurchase agreements and reverse repurchase agreements relating thereto; (b) readily marketable direct obligations issued by any state of the U.S. or any political subdivision of any such state or any public instrumentality thereof or by any foreign government, in each case maturing within one (1) year after such date and having, at the time of the acquisition thereof, a rating of at least A-2 from S&P or at least P-2 from Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) and, in each case, repurchase agreements and reverse repurchase agreements relating thereto; (c) commercial paper maturing no more than one (1) year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-2 from S&P or at least P-2 from Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency); (d) deposits, money market deposits, time deposit accounts, certificates of deposit or bankers’ acceptances (or similar instruments) maturing within one (1) year after such date and issued or accepted by any Lender or by any bank organized under, or authorized to operate as a bank under, the laws of the U.S., any state thereof or the District of Columbia or any political subdivision thereof and that has capital and surplus of not less than $100,000,000 and, in each case, repurchase agreements and reverse repurchase agreements relating thereto; (e) securities with maturities of six (6) months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank having capital and surplus of not less than $100,000,000; (f) shares of any money market mutual fund that has (i) substantially all of its assets invested in the types of investments referred to in clauses (a) through (e) above, (ii) net assets of not less than $250,000,000 and (iii) a rating of at least A-2 from S&P or at least P-2 from Moody’s; and (g) solely with respect to any Captive Insurance Subsidiary, any investment that such Captive Insurance Subsidiary is not prohibited to make in accordance with applicable law.

The term “Cash Equivalents” shall also include (x) Investments of the type and maturity described in clauses (a) through (g) above of foreign obligors, which Investments or obligors (or the parent companies thereof) have the ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (y) other short-term Investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in Investments that are analogous to the Investments described in clauses (a) through (g) and in this paragraph.

“Change in Law” means (a) the adoption of any law, treaty, rule or regulation after the Closing Date, (b) any change in any law, treaty, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender (or, for purposes of

Section 2.15(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Closing Date (other than any such request, guideline or directive to comply with any law, rule or regulation that was in effect on the Closing Date). For purposes of this definition and Section 2.15, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case described in clauses (a), (b) and (c) above, be deemed to be a Change in Law, regardless of the date enacted, adopted, issued or implemented.

“Change of Control” means the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) (including any group acting for the purpose of acquiring, holding or disposing of Securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), but excluding (i) any employee benefit plan and/or Person acting as the trustee, agent or other fiduciary or administrator therefor and (ii) one or more Permitted Holders), of Capital Stock representing more than the greater of (x) 40% of the total voting power of all of the outstanding voting stock of the Borrower and (y) the percentage of the total voting power of all of the outstanding voting stock of the Borrower owned, directly or indirectly, beneficially by the Permitted Holders.

“Charge” means any fee, loss, charge, expense, cost, accrual or reserve of any kind.

“Charged Amounts” has the meaning assigned to such term in Section 9.19.

“Class,” when used with respect to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Initial Term Loans, 2019 New Term Loans, Term B-2 Loans, Term B-3 Loans, Term B-4 Loans, Term B-5 Loans, Term BTerm B-6 Loans, Term B-7 Loans, Term B-8 Loans or other Additional Term Loans of any series established as a separate “Class” pursuant to Section 2.22, 2.23 or 9.02(c), (b) any Commitment, refers to whether such Commitment is an Initial Term Loan Commitment or an Additional Term Loan Commitment of any series established as a separate “Class” pursuant to Section 2.22, 2.23 or 9.02(c) and (c) any Lender, refers to whether such Lender has a Loan or Commitment of a particular Class. For the avoidance of doubt, (i) the Term B-3 Loans shall constitute, and shall be treated as, a separate Class of “Term Loans” from the “2019 New Term Loans”, the “Term B-4 Loans”, the “Term B-5 Loans”, the “Term B-6 Loans” and the “Term B-7 Loans” under the Loan Documents, (ii) the Replacement Term B-3 Loans and the Incremental Term B-3 Loans shall constitute, and shall be treated as, forming parts of the same Class of “Term Loans” under the Loan Documents, (iii) the Initial Term B-4 Loans and the Incremental Term B-4 Loans shall constitute, and shall be treated as, forming parts of the same Class of “Term Loans” under the Loan Documents, (iv) the Term B-4 Loans shall constitute, and shall be treated as, a separate Class of “Term Loans” from the “2019 New Term Loans”, the “Term B-3 Loans”, the “Term B-5 Loans”, the “Term B-6 Loans” and the “Term B-7 Loans” under the Loan Documents, (v) the Term B-5 Loans shall constitute, and shall be treated as a separate Class of “Term Loans” from the “2019 New Term Loans”, “Term B-3 Loans”, “Term B-4 Loans”, “Term B-6 Loans” and “Term B-7 Loans” under the Loan Documents, (vi) the Replacement Term B-6 Loans and the Incremental Term B-6 Loans shall constitute, and shall be treated as, forming parts of the same Class of “Term Loans” under the Loan Documents, (viiii) the Term B-6 Loans shall constitute, and shall be treated as a separate Class of “Term Loans” from the “2019 New Term Loans”, “Term B-3 Loans”, “Term B-4 Loans”, “Term B-5Term B-7 Loans” and “Term B-7-8 Loans” under the Loan Documents, (viiiiii) the Replacement Term B-7 Loans and the Incremental Term B-7 Loans shall constitute, and shall be treated as, forming parts of the same Class of “Term Loans” under the Loan Documents and, (ixiv) the

Term B-7 Loans shall constitute, and shall be treated as a separate Class of “Term Loans” from the “2019 Term Loans”, “Term B-3-6 Loans”, “Term B-4 Loans”, “Term B-5 Loans” and “Term B-6 Loans-8 Loans” under the Loan Documents, (v) the Replacement Term B-8 Loans and the Incremental Term B-8 Loans shall constitute, and shall be treated as, forming parts of the same Class of “Term Loans” under the Loan Documents, (vi) the Term B-8 Loans shall constitute, and shall be treated as a separate Class of “Term Loans” from the “Term B-6 Loans” and “Term B-7 Loans” under the Loan Documents.

“Closing Date” means April 23, 2019, the date on which the conditions specified in Section 4.01 were satisfied (or waived in accordance with Section 9.02).

“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means any and all property of any Loan Party subject (or purported to be subject) to a Lien under any Collateral Document and any and all other property of any Loan Party, now existing or hereafter acquired, that is or becomes subject (or purported to be subject) to a Lien pursuant to any Collateral Document to secure the Secured Obligations. For the avoidance of doubt, in no event shall “Collateral” include any Excluded Asset.

“Collateral and Guarantee Requirement” means, at any time, subject to (x) the applicable limitations set forth in this Agreement and/or any other Loan Document and (y) the time periods (and extensions thereof) set forth in Section 5.12, the requirement that:

(a)    the Administrative Agent shall have received in the case of any Restricted Subsidiary that is required to become a Loan Party after the Closing Date (including by ceasing to be an Excluded Subsidiary) and each Discretionary Guarantor:

(i)    (A) a joinder to the Loan Guaranty in substantially the form attached as an exhibit thereto, (B) a supplement to the Security Agreement in substantially the form attached as an exhibit thereto, (C) if the respective Restricted Subsidiary required to comply with the requirements set forth in this definition pursuant to Section 5.12 owns registrations of or applications for U.S. Patents, Trademarks and/or Copyrights that do not constitute Excluded Assets and are intended to constitute Collateral, an Intellectual Property Security Agreement in substantially the form attached as Exhibit C-2 hereto, (D) a completed Perfection Certificate or Perfection Certificate Supplement, as applicable, and a certificate of a type described in Section 4.01(c)(i), (E) Uniform Commercial Code financing statements in appropriate form for filing in such jurisdictions as the Administrative Agent may reasonably request, and (F) a joinder to the Intercompany Note, in each case duly executed by the appropriate parties;

(ii)    each item of Collateral that such Restricted Subsidiary is required to deliver under the Security Agreement (which, for the avoidance of doubt, shall be delivered within the time periods set forth in Section 5.12(a) or the Security Agreement, as applicable); and

(iii)    in the event a Restricted Subsidiary that is organized in a jurisdiction other than a jurisdiction in the United States becomes a Foreign Discretionary Guarantor, the Capital Stock of such Foreign Discretionary Guarantor shall be pledged (unless such

Capital Stock constitutes an Excluded Asset for any reason other than solely by virtue of such Restricted Subsidiary being a Foreign Subsidiary) and such Loan Party shall grant a perfected lien on substantially all of its assets, in each case pursuant to an arrangement reasonably agreed between the Administrative Agent and the Borrower subject to customary limitations and exclusions in such jurisdiction as reasonably agreed between the Administrative Agent and the Borrower; and

(b)    the Administrative Agent shall have received with respect to any Material Real Estate Assets acquired after the Closing Date that do not constitute Excluded Assets, a Mortgage and any necessary UCC fixture filing in respect thereof, in each case together with, to the extent customary and appropriate (as reasonably determined by the Administrative Agent and the Borrower):

(i)    evidence that (A) counterparts of such Mortgage have been duly executed, acknowledged and delivered and such Mortgage and any corresponding UCC or equivalent fixture filing are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem reasonably necessary in order to create a valid and subsisting Lien on such Material Real Estate Asset in favor of the Administrative Agent for the benefit of the Secured Parties, (B) such Mortgage and any corresponding UCC or equivalent fixture filings have been duly recorded or filed, as applicable, and (C) all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;

(ii)    one or more fully paid policies of title insurance (the “Mortgage Policies”) in an amount reasonably acceptable to the Administrative Agent (not to exceed the fair market value of the Material Real Estate Asset covered thereby (as reasonably determined by the Borrower)) issued by a nationally recognized title insurance company in the applicable jurisdiction that is reasonably acceptable to the Administrative Agent, insuring the relevant Mortgage as having created a valid subsisting Lien on the real property described therein with the ranking or the priority which it is expressed to have in such Mortgage, subject only to Permitted Liens, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request to the extent the same are available in the applicable jurisdiction;

(iii)    customary legal opinions of local counsel for the relevant Loan Party addressed to the Administrative Agent and the Secured Parties in the jurisdiction in which such Material Real Estate Asset is located, and if applicable, in the jurisdiction of formation of the relevant Loan Party, with respect to the due authorization, execution, delivery, enforceability and validity of the lien of such Mortgage and the perfection of any related fixture filings, in each case as the Administrative Agent may reasonably request and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent;

(iv)    ALTA surveys, including an existing survey together with a no-change affidavit sufficient for the title insurance company to remove the standard survey exception from the Mortgage Policies and issue the survey-related endorsements and appraisals (if required under the Financial Institutions Reform Recovery and Enforcement Act of 1989, as amended); provided that the Administrative Agent shall accept any such existing certificate or appraisal so long as such existing certificate or appraisal satisfies any applicable local law requirements; and

(v)    a completed life-of-loan Federal Emergency Management Agency standard flood hazard determination with respect to each Material Real Estate Asset.

Notwithstanding any provision of any Loan Document to the contrary, if a mortgage tax or any similar tax or charge will be owed on the entire amount of the Secured Obligations evidenced hereby, then, to the extent permitted by, and in accordance with, applicable law, the amount of such mortgage tax or any similar tax or charge shall be calculated based on the lesser of (x) the amount of the Secured Obligations allocated to the applicable Material Real Estate Assets and (y) the fair market value of the applicable Material Real Estate Assets at the time the Mortgage is entered into and determined in a manner reasonably acceptable to Administrative Agent and the Borrower, which in the case of clause (y) will result in a limitation of the Secured Obligations secured by the Mortgage to such amount.

“Collateral Documents” means, collectively, (i) the Security Agreement, (ii) each Mortgage, (iii) each Intellectual Property Security Agreement, (iv) any supplement to any of the foregoing delivered to the Administrative Agent pursuant to the definition of “Collateral and Guarantee Requirement,” and (v) each of the other instruments and documents pursuant to which any Loan Party grants (or purports to grant) a Lien on any Collateral as security for payment of the Secured Obligations.

“Commercial Tort Claim” has the meaning set forth in Article 9 of the UCC.

“Commitment” means, with respect to each Lender, such Lender’s Initial Term Loan Commitment and Additional Commitment, as applicable, in effect as of such time.

“Commitment Schedule” means the Schedule attached hereto as Schedule 1.01(a).

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

“Competitor” has the meaning assigned to such term in the definition of “Disqualified Institution.”

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit D.

“Confidential Information” has the meaning assigned to such term in Section 9.13.

“Consolidated Net Income” means, in respect of any period and as determined for any Person (the “Subject Person”) on a consolidated basis, an amount equal to the sum of net income, determined in accordance with GAAP, but excluding:

(a)    (i) the income of any person (other than a Restricted Subsidiary of the Subject Person), except to the extent of the amount of dividends or distributions or other payments (including any ordinary course dividend, distribution or other payment) paid in cash (or to the extent converted into cash within 180 days after receipt) to the Subject Person or any of its Restricted Subsidiaries by such Person during such period or (ii) the loss of any Person (other than a Restricted Subsidiary of the Subject Person), other than to the extent that the Subject Person or any of its Restricted Subsidiaries has contributed Cash or Cash Equivalents to such Person in respect of such loss during such period,

(b)    any gain or Charge attributable to any asset Disposition (including asset retirement costs and including abandonments of assets) or of returned surplus assets, in each case, outside the ordinary course of business,

(c)    (i) any gain or Charge from (A) any extraordinary item (as determined in good faith by such Person) and/or (B) any nonrecurring or unusual item (as determined in good faith by such Person) and/or (ii) any Charge associated with and/or payment of any actual or prospective legal settlement, fine, judgment or order,

(d)    any net gain or Charge with respect to (i) any disposed, abandoned, divested and/or discontinued asset, property or operation (other than, at the option of the Borrower, any asset, property or operation pending the disposal, abandonment, divestiture and/or termination thereof), (ii) any disposal, abandonment, divestiture and/or discontinuation of any asset, property or operation (other than, at the option of the Borrower, relating to assets or properties held for sale or pending the divestiture or termination thereof) and/or (iii) any facility that has been closed during such period,

(e)    any net income or Charge (less all fees and expenses or charges related thereto) or write-off or amortization made of any deferred financing cost and/or premium paid or other Charge, in each case attributable to the early extinguishment of Indebtedness (and the termination of any associated Hedge Agreement),

(f)    (i) any Charge incurred as a result of, in connection with or pursuant to any profits interest plan, equity incentive, stock option plan, other management equity plan, or any other management or employee benefit plan or agreement, any pension plan (including any post-employment benefic scheme which has been agreed with the relevant pension trustee), any stock subscription or shareholder agreement, any employee benefit trust, any employment benefit scheme or any similar equity plan or agreement (including any deferred compensation arrangement) and (ii) any Charge incurred in connection with the rollover, acceleration or payout of Capital Stock held by management of the Borrower and/or any Restricted Subsidiary, in each case under this subclause (ii), to the extent that any cash Charge is funded with net cash proceeds contributed to the relevant Person as a capital contribution or as a result of the sale or issuance of Qualified Capital Stock (other than any amount included in the calculation of the Available Amount pursuant to clause (a)(ii) of the definition thereof or any amount included in the Available Excluded Contribution Amount),

(g)    any Charge that is established, adjusted and/or incurred, as applicable, (i) within eighteen (18) months after the closing of any other acquisition, investment or asset sale that is required to be established, adjusted or incurred, as applicable, as a result of such acquisition in accordance with GAAP or (ii) as a result of any change in, or the adoption or modification of, accounting principles and/or policies in accordance with GAAP,

(h)    (A) the effects of adjustments (including the effects of such adjustments pushed down to the relevant Person and its Restricted Subsidiaries) in such Person’s consolidated financial statements in component amounts required or permitted by GAAP (including, without limitation, in the inventory, property and equipment, leases, rights fee arrangements, software, goodwill, intangible asset, in-process research and development, deferred revenue, advanced billing and debt line items thereof), resulting from the application of purchase accounting in relation to any consummated acquisition or recapitalization accounting or the amortization or write-off of any amounts thereof, net of Taxes, and (B) the cumulative effect of changes in, or the adoption or modification of, accounting principles or policies made in such period in accordance with GAAP which affect Consolidated Net Income (except that, if the Borrower determines in good faith that the cumulative effects thereof are not material to the interests of the Lenders, the effects of any change, adoption or modification of any such principles or policies may be

included in any subsequent period after the Fiscal Quarter in which such change, adoption or modification was made), and

(i)    (i) any realized or unrealized gain or loss in respect of (x) any obligation under any Hedge Agreement not entered into for speculative purposes as determined in accordance with GAAP and/or (y) any other derivative instrument pursuant to, in the case of this clause (y), Financial Accounting Standards Board’s Accounting Standards Codification No. 815-Derivatives and Hedging, (ii) any realized or unrealized foreign currency exchange gain or loss (including any currency re-measurement of Indebtedness, any net gain or loss resulting from Hedge Agreements for currency exchange risk resulting from any intercompany Indebtedness, any foreign currency translation or transaction or any other currency-related risk); provided, that notwithstanding anything to the contrary herein, realized gains and losses in respect of any Designated Operational FX Hedge shall be included in the calculation of Consolidated Net Income.

“Consolidated Senior Debt” means, at any date of determination, the sum of (x) Consolidated Total Debt as of the last day of the most recently ended Test Period minus (y) the aggregate principal amount of Indebtedness included in calculating Consolidated Total Debt consisting of Indebtedness of Loan Parties that is unsecured or secured only by a Lien on the Collateral ranking junior to the Liens securing the Term Facility.

“Consolidated Total Assets” means, at any date, an amount equal to the aggregate book value of all assets owned by the Borrower and its Restricted Subsidiaries on a consolidated basis at such date in conformity with GAAP (excluding amounts attributable to Investments in Unrestricted Subsidiaries) less (in the case of each of clauses (a) – (c), to the extent such amounts would otherwise be included in Consolidated Total Assets) (a) all amounts owing to the Borrower from any Affiliate thereof, or from officers, employees, partners, members, directors, shareholders of other persons similarly affiliated with the Borrower or any Affiliate thereof, (b) all intangible assets, (c) prepaid taxes and expenses, and (d) the amount of Non-Recourse Indebtedness, including pursuant to securitization transactions such as a REMIC securitization, a collateralized loan obligation transactions or other similar securitizations.

“Consolidated Total Debt” means, at any date of determination, all Indebtedness of the Borrower and its Restricted Subsidiaries outstanding as of the last day of the most recently ended Test Period, in an amount that would be reflected on a balance sheet on a consolidated basis in accordance with GAAP.

“Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Contribution Indebtedness Amount” has the meaning assigned to such term in Section 6.01(r).

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Copyright” means the following: (a) all copyrights, rights and interests in copyrights, works protectable by copyright whether published or unpublished, copyright registrations and copyright applications; (b) all renewals of any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or

payments for past or future infringements for any of the foregoing; (d) the right to sue for past, present, and future infringements of any of the foregoing; and (e) all rights corresponding to any of the foregoing.

“Core Earnings” means, in respect of any period and as determined for the Borrower and its Restricted Subsidiaries on a consolidated basis, an amount equal to the sum of net income, determined in accordance with GAAP, attributable to the holders of the Borrower’s Capital Stock, including any realized gains and losses not otherwise included under GAAP, but excluding:

(a)    non-cash equity compensation expense,

(b)    incentive compensation owed to the Manager pursuant to any management agreement in place from time to time between the Borrower and the Manager,

(c)    depreciation and amortization,

(d)     any unrealized gain or losses or other non-cash items included in net income,

(e)    one-time events pursuant to changes in GAAP and certain non-cash charges or expense items, in each case, as determined by the Manager and approved by a majority of the independent directors of the Borrower,

(f)    net income (loss) related to the “CT Legacy Interests” referenced in that certain Second Amended and Restated Management Agreement, dated as of October 23, 2014, by and between the Borrower and BXMT Advisors L.L.C., and

(g)     any amounts attributable to Unrestricted Subsidiaries except to the extent distributed to the Borrower or a Restricted Subsidiary in Cash.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Covered Entity” means any of the following:

(i)a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning assigned to it in Section 9.23.

“CRE Finance Assets” means (i) any commercial real estate loans and/or direct or indirect interests therein (including, without limitation, commercial mortgage backed securities, collateralized loan obligations, mezzanine interests, senior and junior notes and participation interests with respect to any of the foregoing), (ii) any rights, assets or investments similar to or derivative of, any item referred to in the foregoing clause (i) and/or the origination, acquisition, financing, servicing or administration thereof (regardless of whether or not the Borrower or any of its Restricted Subsidiaries owns or originated

the applicable commercial real estate loan or direct or indirect interest therein) and (iii) Capital Stock in any Person substantially all of whose assets, directly or indirectly, are comprised of one or more of the items referred to in the foregoing clauses (i) and/or (ii). For the avoidance of doubt, no Real Estate Investment shall constitute a CRE Finance Asset.

“CRE Financing” shall mean any Indebtedness or obligations principally secured directly or indirectly by, and incurred for the primary purpose of directly or indirectly funding the acquisition of, or any Investment in, or otherwise financing, refinancing or capitalizing any previous acquisition of, or Investment in, Real Estate Investments and/or interests therein (including, for the avoidance of doubt, any mezzanine financing secured by Capital Stock in Subsidiaries that directly or indirectly own Real Estate Investments).

“Cure Amount” has the meaning assigned to such term in Section 6.13(b).

“Cure Right” has the meaning assigned to such term in Section 6.13(b).

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website; provided that, in no event shall Daily Simple SOFR for the Term B-6 Loans or, the Term B-7 Loans or the Term B-8 Loans be less than the Floor. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR.

“Debt Fund Affiliate” means any Affiliate of the Sponsor (other than a natural Person, the Borrower or any of its Subsidiaries) that is a bona fide debt fund or investment vehicle that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course, in each case with respect to which the Persons making such investment decisions for such applicable Affiliate are not primarily engaged in the making, acquiring or holding of equity investments in the Borrower or any of its Subsidiaries.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the U.S. or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Declined Proceeds” has the meaning assigned to such term in Section 2.11(b)(v).

“Default” means any event or condition which upon notice, lapse of time or both would become an Event of Default.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means any Lender that has (a) defaulted in its obligations under this Agreement, including without limitation, to make a Loan within two (2) Business Days of the date required to be made by it hereunder, unless such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding

(specifically identified and including the particular default, if any) has not been satisfied, (b) notified the Administrative Agent or the Borrower in writing that it does not intend to satisfy any such obligation or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under agreements in which it commits to extend credit generally (unless such writing indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan cannot be satisfied), (c) failed, within two (2) Business Days after the request of the Administrative Agent or the Borrower, to confirm in writing that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent, (d) become (or any parent company thereof has become) insolvent or been determined by any Governmental Authority having regulatory authority over such Person or its assets, to be insolvent, or the assets or management of which has been taken over by any Governmental Authority or (e) become the subject of (i) a bankruptcy, insolvency, receivership or other similar case or proceeding or (ii) a Bail-In Action, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any such proceeding or appointment, unless in the case of any Lender subject to this clause (e), the Borrower and the Administrative Agent have each determined that such Lender intends, and has all approvals required to enable it (in form and substance satisfactory to the Borrower and the Administrative Agent), to continue to perform its obligations as a Lender hereunder; provided that no Lender shall be deemed to be a Defaulting Lender solely by virtue of the ownership or acquisition of any Capital Stock in such Lender or its parent by any Governmental Authority; provided that such action does not result in or provide such Lender with immunity from the jurisdiction of courts within the U.S. or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contract or agreement to which such Lender is a party.

“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Derivative Transaction” means (a) any interest-rate transaction, including any interest-rate swap, basis swap, forward rate agreement, interest rate option (including a cap, collar or floor) and any other instrument linked to interest rates that gives rise to similar credit risks (including when-issued securities and forward deposits accepted), (b) any exchange-rate transaction, including any cross-currency interest-rate swap, any forward foreign-exchange contract, any currency option and any other instrument linked to exchange rates that gives rise to similar credit risks, (c) any equity derivative transaction, including any equity-linked swap, any equity-linked option, any forward equity-linked contract and any other instrument linked to equities that gives rise to similar credit risk and (d) any commodity (including precious metal) derivative transaction, including any commodity-linked swap, any commodity-linked option, any forward commodity-linked contract and any other instrument linked to commodities that gives rise to similar credit risks; provided, that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees, members of management, managers or consultants of the Borrower or its Subsidiaries shall be a Derivative Transaction.

“Designated Non-Cash Consideration” means the fair market value (as determined by the Borrower in good faith) of non-Cash consideration received by the Borrower or any Restricted Subsidiary in connection with any Disposition pursuant to Section 6.07(h) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Financial Officer of the Borrower, setting forth the basis of such valuation (which amount will be reduced by the amount of Cash or Cash Equivalents received in

connection with a subsequent sale or conversion of such Designated Non-Cash Consideration to Cash or Cash Equivalents).

“Designated Operational FX Hedge” means any Hedge Agreement entered into for the purpose of hedging currency related risks in respect of the revenues, cash flows or other balance sheet items of the Borrower and/or any of its Subsidiaries and designated at the time entered into (or on or prior to the Closing Date, with respect to any Hedge Agreement entered into on or prior to the Closing Date) as a Designated Operational FX Hedge by the Borrower in a writing delivered to the Administrative Agent.

“Designated Revolving Commitments” means any commitments to make loans or extend credit on a revolving basis (or delayed draw basis) to the Borrower or any Restricted Subsidiary by any Person other than the Borrower or any Restricted Subsidiary that have been designated in a certificate of a Financial Officer of the Borrower and delivered to the Administrative Agent as “Designated Revolving Commitments” until such time as the Borrower subsequently delivers a certificate of a Financial Officer of the Borrower to the Administrative Agent to the effect that such commitments will no longer constitute “Designated Revolving Commitments”.

“Discretionary Guarantor” has the meaning assigned to such term in the definition of “Guarantor”.

“Disposition” or “Dispose” means the sale, lease, sublease, or other disposition (but excluding, for the avoidance of doubt, repayments) of any property of any Person; provided that all sales, leases, subleases, syndications and other dispositions of CRE Finance Assets in the ordinary course of business (as determined in good faith by the Borrower) shall not constitute a Disposition.

“Disqualified Capital Stock” means any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than for Qualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than for Qualified Capital Stock), in whole or in part, on or prior to ninety-one (91) days following the Latest Maturity Date at the time such Capital Stock is issued (it being understood that if any such redemption is in part, only such part coming into effect prior to ninety-one (91) days following the Latest Maturity Date shall constitute Disqualified Capital Stock), (b) is or becomes convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Capital Stock that would constitute Disqualified Capital Stock, in each case at any time on or prior to ninety-one (91) days following the Latest Maturity Date at the time such Capital Stock is issued, (c) contains any mandatory repurchase obligation or any other repurchase obligation at the option of the holder thereof (other than for Qualified Capital Stock), in whole or in part, which may come into effect prior to ninety-one (91) days following the Latest Maturity Date at the time such Capital Stock is issued (it being understood that if any such repurchase obligation is in part, only such part coming into effect prior to ninety-one (91) days following the Latest Maturity Date shall constitute Disqualified Capital Stock) or (d) provides for the scheduled payments of dividends in Cash on or prior to ninety-one (91) days following the Latest Maturity Date at the time such Capital Stock is issued; provided that any Capital Stock that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Capital Stock is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Capital Stock upon the occurrence of any change of control or any Disposition occurring prior to ninety-one (91) days following the Latest Maturity Date at the time such Capital Stock is issued shall not constitute Disqualified Capital Stock if such Capital Stock provides that the issuer thereof will not redeem any such Capital Stock pursuant to such provisions prior to the Termination Date.

Notwithstanding the preceding sentence, (A) if such Capital Stock is issued for the benefit of directors, officers, employees, members of management, managers or consultants or by any such plan to such directors, officers, employees, members of management, managers or consultants of the Borrower or its Restricted Subsidiaries (or the Manager or its Affiliates), in each case in the ordinary course of business of the Borrower or any Restricted Subsidiary, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by the issuer thereof in order to satisfy applicable statutory or regulatory obligations, and (B) no Capital Stock held by any future, present or former employee, director, officer, manager, member of management or consultant (or their respective Affiliates or Immediate Family Members) of the Borrower (or any Subsidiary) shall be considered Disqualified Capital Stock because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option, stock appreciation right or other stock award agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time.

“Disqualified Institution” means:

(a)    (i) any Person identified in writing to the Arrangers on or prior to April 10, 2019, (ii) any Person thereafter identified in writing (and reasonably acceptable) to the Arrangers prior to the Closing Date, (iii) any Affiliate of any Person described in clauses (i) or (ii) above that is reasonably identifiable as an Affiliate of such Person solely on the basis of such Affiliate’s name and (iv) any other Affiliate of any Person described in clauses (i) or (ii) above that is identified in a written notice to the Arrangers (if prior to the Closing Date) or the Administrative Agent as described below (if after the Closing Date) (each such person, a “Disqualified Lending Institution”), and/or

(b)    (i) any Person that is or becomes a competitor of the Borrower, the Manager or any of their respective Subsidiaries or Affiliates (each such person, a “Competitor”) and any Affiliate of any Competitor (other than any Affiliate that is a Bona Fide Debt Fund) and is identified as such in writing to the Arrangers (if prior to the Closing Date) or the Administrative Agent as described below (if after the Closing Date), (ii) any Affiliate of any Person described in clause (i) above (other than any Affiliate that is a Bona Fide Debt Fund) that is reasonably identifiable as an Affiliate of such Person solely on the basis of such Affiliate’s name and (iii) any other Affiliate of any Person described in clause (i) above that is identified in a written notice to the Arrangers (if prior to the Closing Date) or to the Administrative Agent as described below (if after the Closing Date) (it being understood and agreed that no Bona Fide Debt Fund may be designated as a Disqualified Institution pursuant to this clause (iii));

it being understood and agreed that (x) no written notice delivered pursuant to clauses (a)(ii), (a)(iv), (b)(i) and/or (b)(iii) above shall apply retroactively to disqualify any Person that has previously acquired an assignment or participation interest in any Loans and (y) any designation of a Person as a Disqualified Institution permitted above shall not be effective until the third Business Day after written notice thereof by the Borrower to the Administrative Agent in accordance with the next succeeding paragraph.

Any supplement or other modification to the list of Persons identified as Disqualified Institutions permitted above shall be e-mailed to the Administrative Agent at [redacted].

“Disqualified Lending Institution” has the meaning assigned to such term in the definition of “Disqualified Institution.”

“Dividing Person” has the meaning assigned to it in the definition of “Division”.

“Division” means the division of the assets, liabilities and/or obligations of a Person that is a limited liability company (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement resulting in two or more Persons), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Division Successor” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.

“Dollar Equivalent” means, on any date of determination, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount in any other currency, the equivalent in Dollars of such amount determined pursuant to Section 1.08.

“Dollars” or “$” refers to lawful money of the U.S.

“Domestic Subsidiary” means any Restricted Subsidiary incorporated or organized under the laws of the U.S., any state thereof or the District of Columbia.

“Dutch Auction” has the meaning assigned to such term on Schedule 1.01(b) hereto.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Yield” means, as to any Indebtedness, the effective yield applicable thereto calculated by the Administrative Agent in consultation with the Borrower in a manner consistent with generally accepted financial practices, taking into account (a) interest rate margins, (b) interest rate floors (subject to the proviso set forth below), (c) any amendment to the relevant interest rate margins and interest rate floors effective subsequent to the Closing Date but prior to the applicable date of determination and (d) original issue discount and upfront or similar fees on customary terms paid by the Borrower (with upfront fees and original issue discount being equated to interest rate margins based on an assumed four-year average life to maturity or lesser remaining average life to maturity) (provided that, solely for purposes of determining the Effective Yield of Term B-6 Loans for purposes of Section 2.22(a)(v), any original issue discount and upfront or similar fees paid by the Borrower with respect to the Replacement Term B-6 Loans on the Eleventh Amendment Effective Date shall be deemed to have been paid with respect to the Incremental Term B-6 Loans in an equivalent percentage as paid with respect to the Replacement Term B-6 Loans), but excluding (i) any prepayment premiums, arrangement, commitment, structuring, underwriting, placement, success, advisory, ticking, unused line fees, amendment and/or consent fees

(regardless of whether any such fees are paid to or shared in whole or in part with any lender) and (ii) any other fee that is not paid directly by the Borrower generally to all relevant lenders ratably; provided, however, that (A) to the extent that the Term SOFR Rate (with an Interest Period of three (3) months) or Alternate Base Rate (in each case, without giving effect to any floor specified in the definition thereof) is less than any floor applicable to the Term Loans in respect of which the Effective Yield is being calculated on the date on which the Effective Yield is determined, the amount of the resulting difference will be deemed added to the interest rate margin applicable to the relevant Indebtedness for purposes of calculating the Effective Yield and (B) to the extent that the Term SOFR Rate (with an Interest Period of three (3) months) or Alternate Base Rate (in each case, without giving effect to any floor specified in the definition thereof) is greater than any applicable floor on the date on which the Effective Yield is determined, the floor will be disregarded in calculating the Effective Yield.

“Eighth Amendment” means that certain Eighth Amendment to Term Loan Credit Agreement, dated as of June 7, 2023, among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent.

"Eleventh Amendment” means that certain Eleventh Amendment to Term Loan Credit Agreement, dated as of June 18, 2025, among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent.

“Eleventh Amendment Arranger” has the meaning assigned to such term in the Eleventh Amendment.

“Eleventh Amendment Effective Date” means June 18, 2025.

“Eligible Assignee” means (a) any Lender, (b) any commercial bank, insurance company, or finance company, financial institution, any fund that invests in loans or any other “accredited investor” (as defined in Regulation D of the Securities Act), (c) any Affiliate of any Lender, (d) any Approved Fund of any Lender and (e) to the extent permitted under Section 9.05(g), any Affiliated Lender or any Debt Fund Affiliate; provided that in any event, “Eligible Assignee” shall not include (i) any natural person, (ii) any Disqualified Institution or (iii) except as permitted under Section 9.05(g), the Borrower or any of its Affiliates.

“Environment” means ambient air, indoor air, surface water, groundwater, drinking water, land surface and subsurface strata & natural resources such as wetlands, flora and fauna.

“Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (a) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (b) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (c) in connection with any actual or alleged damage, injury, threat or harm to the Environment.

“Environmental Laws” means any and all current or future applicable foreign or domestic, federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other applicable requirements of Governmental Authorities and the common law relating to (a) environmental matters, including those relating to any Hazardous Materials Activity; or (b) the generation, use, storage, transportation or disposal of or exposure to Hazardous Materials, in any manner applicable to the Borrower or any of its Restricted Subsidiaries or any Facility.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), directly or indirectly resulting from or based upon (a) any actual or alleged violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the Environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with the Borrower or any Restricted Subsidiary and is treated as a single employer within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any Restricted Subsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations at any facility of the Borrower or any Restricted Subsidiary or any ERISA Affiliate as described in Section 4062(e) of ERISA, in each case, resulting in liability pursuant to Section 4063 of ERISA; (c) a complete or partial withdrawal by the Borrower or any Restricted Subsidiary or any ERISA Affiliate from a Multiemployer Plan resulting in the imposition of Withdrawal Liability on the Borrower or any Restricted Subsidiary or any ERISA Affiliate, notification of the Borrower or any Restricted Subsidiary or any ERISA Affiliate concerning the imposition of Withdrawal Liability or notification that a Multiemployer Plan is “insolvent” within the meaning of Section 4245 of ERISA or is in “reorganization” within the meaning of Section 4241 of ERISA; (d) the filing of a notice of intent to terminate a Pension Plan under Section 4041(c) of ERISA, the treatment of a Pension Plan amendment as a termination under Section 4041(c) of ERISA, the commencement of proceedings by the PBGC to terminate a Pension Plan or the receipt by the Borrower or any Restricted Subsidiary or any ERISA Affiliate of notice of the treatment of a Multiemployer Plan amendment as a termination under Section 4041A of ERISA or of notice of the commencement of proceedings by the PBGC to terminate a Multiemployer Plan; (e) the occurrence of an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any Restricted Subsidiary or any ERISA Affiliate, with respect to the termination of any Pension Plan; or (g) the conditions for imposition of a Lien under Section 303(k) of ERISA have been met with respect to any Pension Plan.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” has the meaning assigned to such term in Article 7.

“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations of the SEC promulgated thereunder.

“Excluded Assets” means each of the following:

(a)(a)          any asset (including Capital Stock) the grant or perfection of a security interest in which would (i) be prohibited by enforceable anti-assignment or negative pledge provisions set forth in any contract that is permitted by the terms of this Agreement and is binding

on such asset at the Closing Date or at the time of its acquisition and, in each case, to the extent such prohibitions are not incurred in contemplation of the Closing Date or such acquisition, as applicable (other than in the case of Finance Leases and purchase money financings), (after giving effect to applicable anti-assignment provisions of the UCC or other applicable Requirements of Law), (ii) notwithstanding anything in this clause (a) to the contrary, be prohibited by any Asset Financing Facility or CRE Financing, in each case, that is permitted hereunder (including, without limitation, any Asset Financing Facility or CRE Financing existing on the Closing Date or established from time to time after the Closing Date, in each case, that is permitted hereunder) (including, without limitation, to the extent required in order to obtain, or prohibited under, the applicable Asset Financing Facility or CRE Financing, any Capital Stock in any Financing SPE Subsidiary and any direct or indirect parent thereof, in each case, directly owned by any Loan Party (such Capital Stock, the “Financing Equity”)), so long as (I) in the case of any Capital Stock in any Subsidiary that is excluded from the Collateral under this clause (a)(ii), all of the outstanding Capital Stock in a direct or indirect parent of such Subsidiary is pledged as Collateral hereunder or under a Collateral Document and (II) no assets shall constitute Excluded Assets under this clause (a)(ii) other than the (x) relevant CRE Finance Assets or Real Estate Investments, as applicable, financed by such Asset Financing Facility or CRE Financing, as applicable, (y) any corresponding Financing Equity and (z) other assets ancillary to such CRE Finance Asset or Real Estate Investments owned by the Financing SPE Subsidiary under such Asset Financing Facility or CRE Financing, as applicable, (iii) violate the terms of any contract relating to such asset that is permitted or otherwise not prohibited by the terms of this Agreement and is binding on such asset at the time of its acquisition and not incurred in contemplation thereof (other than in the case of Finance Leases and purchase money financings) (after giving effect to applicable anti-assignment provisions of the UCC or other applicable Requirements of Law) or (iv) except with respect to the Capital Stock of any Loan Party or any Wholly-Owned Subsidiary that is a Restricted Subsidiary, trigger termination of any contract relating to such asset that is permitted by the terms of this Agreement pursuant to any “change of control” or similar provision (to the extent such contract is binding on such asset at the time of its acquisition and not entered into in contemplation of such acquisition) (after giving effect to applicable anti-assignment provisions of the UCC or other applicable Requirements of Law) or would violate any joint venture agreement binding on such Capital Stock; it being understood that the term “Excluded Asset” shall not include proceeds or receivables arising out of any contract described in this clause (a) to the extent that the assignment of such proceeds or receivables is expressly deemed to be effective under the UCC or other applicable Requirements of Law notwithstanding the relevant prohibition, violation or termination right,

(b)(b)          any asset (other than Capital Stock of the Borrower or Restricted Subsidiaries that are Loan Parties) to the extent the grant or perfection of a security interest in such asset would result in material adverse tax consequences (including any adverse tax consequences due to the application of Section 956 of the Code) or materially adverse regulatory consequences, in each case, to any Loan Party as reasonably determined by the Borrower in writing and delivered to the Administrative Agent,

(c)(c)          the Capital Stock of any (i) Captive Insurance Subsidiary, (ii) Unrestricted Subsidiary, (iii) not-for-profit subsidiary, (iv) special purpose entity used for any permitted Qualified Securitization Financing and/or (v) an Immaterial Subsidiary, in each case, except to the extent such Person is a Loan Party,

(d)(d)          any intent-to-use (or similar) Trademark application prior to the filing and acceptance of a “Statement of Use,” “Amendment to Allege Use” or similar filing with respect thereto, by the United States Patent and Trademark Office, only to the extent, if any, that,

and solely during the period if any, in which, the grant of a security interest therein may impair the validity or enforceability of such intent-to-use (or similar) Trademark application under applicable federal Law,

(e)(e)          any asset (including Capital Stock), the grant or perfection of a security interest in which would (i) be prohibited under applicable Requirements of Law (including, without limitation, rules and regulations of any Governmental Authority) or (ii) require any governmental (including regulatory) or third party (other than Borrower, a Subsidiary of Borrower, the Manager, or the respective Affiliates of the foregoing) consent, approval, license or authorization (to the extent such consent, approval, license or authorization was not obtained it being understood and agreed that no Loan Party shall have any obligation to procure any such consent, approval, license or authorization) (in each case in this clause (e), to the extent such requirement in clause (e)(ii) was not incurred in contemplation of the Closing Date or of such Restricted Subsidiary becoming a Subsidiary (other than in the case of any Asset Financing Facility or CRE Financing with respect to (x) the relevant CRE Finance Assets or Real Estate Investments, as applicable, (y) any corresponding Financing Equity and (z) other assets ancillary to such CRE Finance Asset or Real Estate Investments owned by the Financing SPE Subsidiary under such Asset Financing Facility or CRE Financing, as applicable), financed by such Asset Financing Facility or CRE Financing, as applicable, and any corresponding Financing Equity), and after giving effect to applicable anti-assignment provisions of the UCC or other applicable Requirements of Law and so long as, in the case of any Capital Stock in any Subsidiary that is excluded from the Collateral under clause (e)(ii) as a result of absence of any requisite third party consent, approval, license or authorization only, all of the outstanding Capital Stock in a direct or indirect parent of such Subsidiary is pledged as Collateral hereunder or under a Collateral Document); it being understood that the term “Excluded Asset” shall not include proceeds or receivables arising out of any asset described in this clause (e) to the extent that the assignment of such proceeds or receivables is expressly deemed to be effective under the UCC or other applicable Requirements of Law notwithstanding the relevant requirement or prohibition,

(f)(f)    (i) any leasehold interest in Real Estate Assets (including, without limitation, any ground lease), (ii) except to the extent a security interest therein can be perfected by the filing of a UCC-1 financing statement, any other leasehold interests, (iii) any owned Real Estate Asset that is not a Material Real Estate Asset, (iv) any owned Real Estate Asset that is not used by the Borrower or its Restricted Subsidiaries for operational purposes (including, for the avoidance of doubt, any such Real Estate Asset (x) subject to a sale-leaseback, ground lease or other long-term net lease, in each case, in respect of which the Borrower or any of its Restricted Subsidiaries is the landlord or lessor, as applicable, (y) acquired in connection with a foreclosure or other exercise of remedies under any CRE Finance Asset and/or (z) which is, or is in the process of becoming, subject to any CRE Financing), in each case, so long as all of the outstanding Capital Stock in a direct or indirect parent of any Subsidiary owning such Real Estate Assets is pledged as Collateral hereunder or under a Collateral Document, and (v) any owned Real Estate Asset (including any owned Real Estate Asset that is, or is intended to become, subject to a Mortgage) located in a flood hazard area or Real Estate Assets subject to any flood insurance due diligence (other than, for the avoidance of doubt, standard flood hazard determinations), flood insurance requirements or compliance with any Flood Insurance Laws (it being agreed that (A) if it is subsequently determined that any owned Material Real Estate Asset subject to, or otherwise required to be subject to a Mortgage is or might be located in a flood hazard area, (1) such Real Estate Asset shall be deemed to constitute an Excluded Asset until a determination is made that such Real Estate Asset is not located in a flood hazard area and does not require flood insurance and (2) if there is an existing Mortgage on such property, such Mortgage shall be released if the mortgaged property is a Flood Hazard Property for so long

as such Real Estate Asset constitutes Flood Hazard Property or requires flood insurance, or (B) if it cannot be determined whether such owned Real Estate Asset is a Flood Hazard Property or would require flood insurance and the time or information necessary to make such determination would (as determined by the Borrower in good faith) delay or impair the intended date of funding any Loan or effectiveness of any amendment or supplement under the Loan Documents, the foregoing clause (A) shall also apply),

(g)(g)          the Capital Stock of any Person that is not a Wholly-Owned Subsidiary (other than a Loan Party),

(h)(h)          any Margin Stock,

(i)(i)           the Capital Stock of (i) any Foreign Subsidiary (other than a Foreign Discretionary Guarantor) and (ii) any Foreign Subsidiary Holdco, in each case (x) in excess of 65% of the issued and outstanding Capital Stock of any such Person or (y) to the extent such Foreign Subsidiary or Foreign Subsidiary Holdco is not a first-tier Subsidiary of a Loan Party,

(j)(j)           Commercial Tort Claims with a value (as reasonably estimated by the Borrower) of less than $10,000,000,

(k)(k)          Trust Accounts and Trust Funds,

(l)(l)           assets subject to a purchase money security interest, Finance Lease or similar arrangement, in each case, that is permitted by the terms of this Agreement and to the extent the grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money or similar arrangement or create a right of termination in favor of any other party thereto (other than Holdings or any Subsidiary of Holdings) after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Requirements of Law; it being understood that the term “Excluded Asset” shall not include proceeds or receivables arising out of any asset described in this clause (l) to the extent that the assignment of such proceeds or receivables is expressly deemed to be effective under the UCC or other applicable Requirements of Law notwithstanding the relevant violation or invalidation,

(m)(m)         any asset with respect to which the Administrative Agent and the relevant Loan Party have reasonably determined that the cost, burden, difficulty or consequence (including any effect on the ability of the relevant Loan Party to conduct its operations and business in the ordinary course of business and including the cost of title insurance, surveys or flood insurance (if necessary) or any mortgage, stamp, intangibles or other tax or expenses of obtaining or perfecting such security interest) of obtaining or perfecting a security interest therein outweighs, or is excessive in light of, the practical benefit of a security interest to the relevant Secured Parties afforded thereby, which determination is evidenced in writing,

(n)(n)          any governmental license or state or local franchise, charter and/or authorization, to the extent the grant of a security interest in such license, franchise, charter and/or authorization is prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Requirements of Law, other than any proceed or receivable thereof the assignment of which is expressly deemed to be effective under the UCC or other applicable Requirements of Law,

(o)(o)          any asset of a Subsidiary (including its Capital Stock) acquired by the Borrower or any Restricted Subsidiary in a Permitted Acquisition (other than from the Borrower of any Subsidiary) that, at the time of the relevant acquisition, is encumbered by a Permitted Lien

to secure assumed indebtedness permitted under Section 6.01 to the extent (and for so long as) the documentation governing the applicable assumed Indebtedness prohibits such asset from being pledged to secure the Obligations and the relevant prohibition was not implemented in contemplation of the applicable acquisition,

(p)(p)    any assets owned by an Excluded Subsidiary that is not a Loan Party, and

(q)(q)    any aircraft or any trucks, trailers, tractors, service vehicles, automobiles, rolling stock or other registered mobile equipment or equipment covered by certificates of title or ownership of the Borrower or any Restricted Subsidiary;

provided, however, that Excluded Assets will not include any proceeds, substitutions or replacements of any Excluded Assets (unless such proceeds, substitutions or replacements would otherwise constitute Excluded Assets).

“Excluded Subsidiary” means:

(a)(a)          any Restricted Subsidiary that is not a Wholly-Owned Subsidiary on the Closing Date or on the date such Subsidiary becomes a Subsidiary, in each case for so long as such Subsidiary remains not a Wholly-Owned Subsidiary,

(b)(b)          any Immaterial Subsidiary,

(c)(c)          any Restricted Subsidiary (i) that is prohibited or restricted from providing a Loan Guaranty by (A) any Requirement of Law, (B) any Contractual Obligation that, in the case of this clause (B), exists on the Closing Date or at the time such Restricted Subsidiary becomes a Subsidiary (which Contractual Obligation was not entered into in contemplation of such Restricted Subsidiary becoming a Subsidiary (including pursuant to assumed Indebtedness)) and/or (C) with respect to any Restricted Subsidiary owning, directly or indirectly, the relevant CRE Finance Assets or Real Estate Investments, as applicable, financed thereby, or the corresponding Financing Equity and notwithstanding anything in clause (B) above to the contrary, any Asset Financing Facility or CRE Financing, in each case, that is permitted hereunder (including, without limitation, any Asset Financing Facility or CRE Financing existing on the Closing Date or established from time to time after the Closing Date, in each case, that is permitted hereunder (including Asset Financing Facilities or CRE Financings established in contemplation of the applicable Restricted Subsidiary becoming a Subsidiary)) or (ii) that would require a governmental (including regulatory) or third party (other than Borrower, a Subsidiary of Borrower, the Manager, or the respective Affiliates of the foregoing) consent, approval, license or authorization on the Closing Date or at the time such Restricted Subsidiary becomes a Subsidiary (and (other than in the case of any Asset Financing Facility or CRE Financing with respect to (x) the relevant CRE Finance Assets or Real Estate Investments, as applicable, financed by such Asset Financing Facility or CRE Financing, as applicable, (y) any corresponding Financing Equity and (z) other assets ancillary to such CRE Finance Asset or Real Estate Investments owned by the Financing SPE Subsidiary under such Asset Financing Facility or CRE Financing, as applicable) to the extent such requirement was not incurred in contemplation of the Closing Date or of such Restricted Subsidiary becoming a Subsidiary), (including any regulatory consent, approval, license or authorization) to provide a Loan Guaranty (except to the extent such consent has been obtained, it being understood there is no obligation to obtain or seek to obtain any such consent, approval, license or authorization), so long as, in the case of any Subsidiary that constitutes an Excluded Subsidiary pursuant to clause (i)(C) or (ii) (with respect to third party

consent, approval, license or authorization only) above only, a direct or indirect parent of such Subsidiary is a Guarantor,

(d)(d)          any not-for-profit subsidiary,

(e)(e)          any Captive Insurance Subsidiary,

(f)(f)           any (x) special purpose entity used for any permitted receivables facility or financing (including any Securitization Subsidiary) or (y) Financing SPE Subsidiary, in the case of this clause (y), that is not an obligor under any Indebtedness and that does not own any assets other than assets ancillary to its potential ownership of CRE Finance Asset or Real Estate Investments under Asset Financing Facilities or CRE Financing, as applicable,

(g)(g)          any Foreign Subsidiary,

(h)(h)          (i) any Foreign Subsidiary Holdco and/or (ii) any Domestic Subsidiary that is a direct or indirect subsidiary of a Foreign Subsidiary or of any Foreign Subsidiary Holdco,

(i)(i)           any Unrestricted Subsidiary,

(j)(j)           any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment permitted under this Agreement with assumed Indebtedness permitted by Section 6.01(n), and each Restricted Subsidiary acquired in such Permitted Acquisition or other Investment permitted hereunder that guarantees such Indebtedness, in each case to the extent that, and for so long as, the documentation relating to such Indebtedness to which such Subsidiary is a party prohibits such Subsidiary from providing a Loan Guaranty (which prohibition was not implemented in contemplation of such Restricted Subsidiary becoming a Subsidiary or in order to avoid the requirement of providing a Loan Guaranty), and

(k)(k)          any other Restricted Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, the burden or cost of providing a Loan Guaranty (including any adverse tax consequences to the Borrower or any of its direct or indirect Parent Companies or Subsidiaries) outweighs, or would be excessive in light of, the practical benefits afforded thereby; in each case, unless such Subsidiary becomes a Guarantor pursuant to the last sentence of the definition thereof, which judgment is evidenced in writing;

provided, however, that no Discretionary Guarantor shall constitute an Excluded Subsidiary.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Loan Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Loan Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (a) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to Section 3.20 of the Loan Guaranty and any other “keepwell,” support or other agreement for the benefit of such Guarantor) at the time the Loan Guaranty of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation or (b) in the case of a Swap Obligation that is subject to a clearing requirement pursuant to section 2(h) of the Commodity Exchange Act, because such Guarantor is a “financial entity,” as defined in section 2(h)(7)(C) of the Commodity Exchange Act, at the time the

guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Loan Guaranty or security interest is or becomes illegal.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of any Loan Party under any Loan Document, (a) any Taxes imposed on (or measured by) such recipient’s net income or franchise Taxes, (i) imposed as a result of such recipient being organized or having its principal office located in or, in the case of any Lender, having its applicable lending office located in, the taxing jurisdiction or (ii) that are Other Connection Taxes, (b) any branch profits Taxes imposed under Section 884(a) of the Code, or any similar Tax, imposed by any jurisdiction described in clause (a), (c) any U.S. federal withholding Tax that is imposed on amounts payable to or for the account of such Lender (other than a Lender that became a Lender pursuant to an assignment under Section 2.19) with respect to an applicable interest in a Loan or Commitment pursuant to a Requirement of Law in effect on the date on which such Lender (i) acquires such interest in the applicable Commitment or, if such Lender did not fund the applicable Loan pursuant to a prior Commitment, on the date such Lender acquires its interest in such Loan, or (ii) designates a new lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Tax were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan or Commitment or to such Lender immediately before it designated a new lending office, (d) any Tax imposed as a result of a failure by such Lender to comply with Section 2.17(f) (or, in the case of any payment made to the Administrative Agent for its own account, by the Administrative Agent to comply with Section 2.17(i)), (e) any Taxes imposed under FATCA, and (f) any U.S. federal backup withholding Taxes imposed under Section 3406 of the Code.

“Extended Term Loans” has the meaning assigned to such term in Section 2.23(a).

“Extension” has the meaning assigned to such term in Section 2.23(a).

“Extension Amendment” means an amendment to this Agreement that is reasonably satisfactory to the Administrative Agent (to the extent required by Section 2.23) and the Borrower executed by each of (a) the Borrower and the Subsidiary Guarantors, (b) the Administrative Agent and (c) each Lender that has accepted the applicable Extension Offer pursuant hereto and in accordance with Section 2.23.

“Extension Offer” has the meaning assigned to such term in Section 2.23(a).

“Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or, except with respect to Articles 5 and 6, owned or leased by the Borrower or any of its Restricted Subsidiaries or any of their respective predecessors or Affiliates.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code as of the date of this Agreement (or any amended or successor version described above), and any fiscal or regulatory legislation, rules or official administrative practices adopted pursuant to any intergovernmental agreement (and any related fiscal or regulatory legislation or rules, or official administrative guidance) implementing any of the foregoing.

“FCPA” has the meaning assigned to such term in Section 3.17(c).

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Fifth Amendment” means that certain Fifth Amendment to Term Loan Credit Agreement, dated as of June 21, 2021, among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent.

“Fifth Amendment Arranger” has the meaning assigned to such term in the Fifth Amendment.

“Fifth Amendment Effective Date” means June 21, 2021.

“Finance Lease” means, as applied to any Person, any lease of any property (whether real, personal, or mixed) by that Person as lessee that, in conformity with GAAP, is, or is required to be, accounted for as a finance lease on the balance sheet of that Person.

“Finance Lease Obligations” means, at the time any determination thereof is to be made, the amount of the liability in respect of a Finance Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP; provided that Finance Lease Obligations shall, for the avoidance of doubt, exclude all Non-Finance Lease Obligations.

“Financial Covenant” has the meaning assigned to such term in Section 6.13(a).

“Financial Incurrence Test” has the meaning assigned to such term in Section 1.10(d).

“Financial Officer” means the chief financial officer, the chief accounting officer, treasurer, or any vice president having duties substantially similar to the foregoing, of the Borrower, or such other officer of the Borrower reasonably acceptable to Administrative Agent.

“Financial Officer Certification” means, with respect to the financial statements for which such certification is required, the certification of a Financial Officer that such financial statements fairly present, in all material respects, in accordance with GAAP, the consolidated financial condition of the Borrower as at the dates indicated and its consolidated income and cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

“Financing Equity” has the meaning assigned to such term in the definition of “Excluded Assets.”

“Financing SPE Subsidiary” means any Subsidiary that constitutes a special purpose entity or other similar entity, in each case, formed or acquired to incur, or provide credit support with respect to, any Asset Financing Facility or CRE Financing at such time of formation or acquisition or any time thereafter.

“First Amendment” means that certain First Amendment to Term Loan Credit Agreement, dated as of November 19, 2019, among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent.

“First Amendment Effective Date” means November 19, 2019.

“First Lien Specified Debt” means Indebtedness in respect of the (a) 2019 New Term Loans, (b) to the extent incurred in reliance on clause (a) of the Incremental Cap, any Incremental Facility or Incremental Equivalent Debt, (c) any other Indebtedness incurred in reliance on the Incremental Cap (other than clause (d) thereof) that is secured by the Collateral on a pari passu basis with the 2019 New Term Loans, and (d) Refinancing Indebtedness (including Replacement Term Loans and Replacement Notes) and/or other Refinancing Indebtedness or permitted Indebtedness that refinances any of the foregoing that were or are, in the case of this clause (d), incurred to refinance any Indebtedness under the Loan Documents or any Incremental Equivalent Debt, in each case, that was secured by the Collateral on a pari passu basis with the 2019 New Term Loans.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of the Borrower ending December 31 of each calendar year.

“Fixed Basket” has the meaning assigned to such term in Section 1.10(d).

“Flood Hazard Property” means any parcel of any Material Real Estate Asset located in the U.S. in an area designated by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area.

“Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the Sixth Amendment Effective Date, the subsequent modification, amendment or renewal of this Agreement or otherwise) with respect to the Term SOFR Rate, the Adjusted Term SOFR Rate, Daily Simple SOFR or Adjusted or Daily Simple SOFR, as applicable. With respect to the Term B-3 Loans, the initial Floor for each of the Adjusted Term SOFR Rate and Adjusted Daily Simple SOFR shall be 0.50%. With respect to the Term B-6 Loans, the initial Floor for each of the Term SOFR Rate and Daily Simple SOFR shall be 0.50%. With respect to the Term B-7 Loans, the initial Floor for each of the Term SOFR Rate and Daily Simple SOFR shall be 0.50%. With respect to the Term B-8 Loans, the initial Floor for each of the Term SOFR Rate and Daily Simple SOFR shall be 0.00%.

“Foreign Lender” means any Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“Foreign Discretionary Guarantor” means a Discretionary Guarantor that is organized in a jurisdiction outside of the United States.

“Foreign Subsidiary” means any Restricted Subsidiary that is not a Domestic Subsidiary.

“Foreign Subsidiary Holdco” means any Restricted Subsidiary that has, directly or indirectly, no material assets other than the Capital Stock and, if applicable, indebtedness of one or more subsidiaries that are Foreign Subsidiaries or other Foreign Subsidiary Holdcos.

“Fourth Amendment” means that certain Fourth Amendment to Term Loan Credit Agreement, dated as of February 19, 2021, among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent.

“Fourth Amendment Arranger” has the meaning assigned to such term in the Fourth Amendment.

“Fourth Amendment Effective Date” means February 19, 2021.

“GAAP” means generally accepted accounting principles in the U.S. in effect and applicable to the accounting period in respect of which reference to GAAP is made.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with the U.S., a foreign government or any political subdivision thereof.

“Governmental Authorization” means any permit, license, authorization, approval, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Granting Lender” has the meaning assigned to such term in Section 9.05(e).

“Guarantee” of or by any Person (as used in this definition, the “Guarantor”) means any obligation, contingent or otherwise, of the Guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation of any other Person (the “Primary Obligor”) in any manner and including any obligation of the Guarantor (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other monetary obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the Primary Obligor so as to enable the Primary Obligor to pay such Indebtedness or other monetary obligation, (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or monetary obligation, (e) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part) or (f) secured by any Lien on any assets of such Guarantor securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or monetary other obligation is assumed by such Guarantor (or any right, contingent or otherwise, of any holder of such Indebtedness or other monetary obligation to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition, Disposition or other transaction permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.

“Guarantor” means any Subsidiary Guarantor. For the avoidance of doubt, the Borrower may, in its sole discretion, elect to cause one or more Restricted Subsidiaries that are Excluded Subsidiaries to become a Guarantor (any such person, a “Discretionary Guarantor”) by causing such Person to execute a joinder to the Loan Guaranty (in substantially the form attached as an exhibit thereto) and to satisfy the requirements of Section 5.12 and the Collateral and Guarantee Requirement (as if such Person was a newly formed Restricted Subsidiary that is not an Excluded Subsidiary but without regard to the time periods specified therein); provided, that (i) in the case of any Foreign Discretionary Guarantor, the jurisdiction of such person is reasonably satisfactory to the Administrative Agent and (ii) Administrative Agent shall have received at least two (2) Business Days prior to such Person becoming a Guarantor all documentation and other information in respect of such person required under applicable “know your customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act).

“Hazardous Materials” means any chemical, material, substance or waste, or any constituent thereof, which is prohibited, limited or regulated under any Environmental Law or by any Governmental Authority or which poses a hazard to the Environment or to human health and safety, including, without limitation, petroleum and petroleum by-products, asbestos and asbestos-containing materials, polychlorinated biphenyls, medical waste and pharmaceutical waste.

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Material, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Material, and any corrective action or response action with respect to any of the foregoing.

“Hedge Agreement” means any agreement with respect to any Derivative Transaction between any Loan Party or any Restricted Subsidiary and any other Person.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any Hedge Agreement.

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002, as in effect from time to time (subject to the provisions of Section 1.04), to the extent applicable to the relevant financial statements.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary of the Borrower, unless the Borrower elects not to treat any such Restricted Subsidiaries as Immaterial Subsidiaries, (a) the total assets (excluding the amount of operating lease “right-of-use assets” under GAAP) of which Restricted Subsidiary as of the last day of the most recently ended Test Period do not exceed 5.0% of Consolidated Total Assets of the Borrower and its Restricted Subsidiaries as of the last day of the most recently ended Test Period and (b) the gross revenues of such Restricted Subsidiary for such Test Period were equal to or greater than 5.0% of the consolidated gross revenues of the Borrower and the Restricted Subsidiaries for such Test Period, in each case under this clause (b), determined in accordance with GAAP; provided that, if at any time and from time to time, the consolidated total assets (excluding the amount of operating lease “right-of-use assets” under GAAP), and consolidated gross revenues, of all Restricted Subsidiaries that are not Guarantors solely because they do not meet the thresholds set forth in the preceding clause (a) or (b) above shall exceed 7.5% of Consolidated Total Assets and 7.5% of consolidated gross revenues, respectively, of the Borrower and its Restricted Subsidiaries, in each case, as of or for the last day of the most recently ended Test Period, then the Borrower shall, not later than sixty (60) days after the date by which financial statements for such Fiscal Quarter were required to be delivered pursuant to this Agreement (or such longer period as the Administrative Agent may agree in its reasonable discretion), (i)

designate in writing to the Administrative Agent one or more Restricted Subsidiaries as not constituting “Immaterial Subsidiaries” to the extent required such that the foregoing condition ceases to be true and (ii) comply with the provisions of Section 5.12 with respect to any such Restricted Subsidiaries (to the extent applicable), in each case, other than any Restricted Subsidiaries that otherwise constitute Excluded Subsidiaries; provided further that, at all times prior to the first delivery of financial statements pursuant to Section 5.01(a) or (b), this definition shall be applied based on the consolidated financial statements of the Borrower most recently filed with the SEC.

“Immediate Family Member” means, with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, domestic partner, former domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships), any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals, such individual’s estate (or an executor or administrator acting on its behalf), heirs or legatees or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

“Incremental Cap” means:

(a)    the Base Incremental Amount, plus

(b)    in the case of any Incremental Facility or Incremental Equivalent Debt that (x) effectively extends the Maturity Date with respect to, or effects a repricing of, any Class of Loans hereunder or any other First Lien Specified Debt, an amount equal to the portion of the relevant Class of Loans or such other First Lien Specified Debt that will be replaced or repriced by such Incremental Facility or Incremental Equivalent Debt, that, to the extent secured, is secured by the Collateral with the same priority as the Class of Loans or such other First Lien Specified Debt so extended or repriced or (y) effectively replaces any Loans hereunder or any other First Lien Specified Debt pursuant to Section 2.19(b)(iv) hereof (or any analogous provisions in any applicable other First Lien Specified Debt), an amount equal to the portion of the relevant Class of Loans or such other First Lien Specified Debt replaced by such Incremental Facility or Incremental Equivalent Debt, that, to the extent secured, is secured by the Collateral with the same priority as the Class of Loans or such other First Lien Specified Debt so replaced, plus

(c)    without duplication of clause (b) above, the amount of any optional or voluntary Prepayment (including in accordance with Section 2.11(a)) of any First Lien Specified Debt; provided that the relevant optional or voluntary Prepayment was not funded with the proceeds of any long-term Indebtedness (other than revolving Indebtedness), minus the aggregate principal amount of all Incremental Facilities and/or Incremental Equivalent Debt incurred or issued in reliance on this clause (c), in each case after giving effect to any reclassification of such Incremental Facilities and/or Incremental Equivalent Debt, as incurred under clause (d) below (this clause (c), together with clauses (a) and (b) above, the “Non-Ratio Based Incremental Amount”), plus

(d)    an unlimited amount so long as, in the case of this clause (d), after giving effect to the relevant Incremental Facility, (i) if such Incremental Facility is secured by a Lien on the Collateral that is pari passu with the Lien securing the Secured Obligations that are secured on a first lien basis, the Senior Debt to Total Assets Ratio does not exceed the greater of (A) 80.0% or (B) if such Incremental Facility is incurred in connection with any Permitted Acquisition or other Investment not prohibited by the Loan Documents, the Senior Debt to Total Assets Ratio

immediately prior to the incurrence of such Incremental Facility, or (ii) if such Incremental Facility is unsecured or secured by a Lien on the Collateral that is junior to the Lien securing the Secured Obligations that are secured on a first lien basis, the Total Debt to Total Assets Ratio does not exceed the greater of (A) 82.0% or (B) if such Incremental Facility is incurred in connection with any Permitted Acquisition or other Investment not prohibited by the Loan Documents, the Total Debt to Total Assets Ratio immediately prior to the incurrence of such Incremental Facility, in each case described in this clause (d), calculated on a Pro Forma Basis including all pro forma adjustments in accordance with Section 1.10, including the application of the proceeds thereof (this clause (d), the “Ratio Based Incremental Amount”);

provided that:

(i)Incremental Facilities and Incremental Equivalent Debt may be incurred or implemented under one or more of clauses (a) through (d) of this definition as selected by the Borrower in its sole discretion, provided that unless the Borrower elects otherwise, each Incremental Facility or Incremental Equivalent Debt will be deemed incurred first under clause (d) to the maximum extent permitted thereunder,

(ii)if Incremental Facilities or Incremental Equivalent Debt are intended to be incurred under clause (d) of this definition and one or more other clause of this definition in a single transaction or series of related transactions, (A) the permissibility of the portion of such Incremental Facilities or Incremental Equivalent Debt to be incurred or implemented under clause (d) of this definition will be determined without giving effect to any Incremental Facilities or Incremental Equivalent Debt to be incurred or implemented in reliance on each other clause of this definition, but giving full pro forma effect to the use of proceeds of the entire amount of all such Incremental Facilities or Incremental Equivalent Debt that will be incurred or implemented at such time in reliance on each other clause of this definition and the related transactions, and (B) thereafter, the permissibility of the portion of the Incremental Facilities or Incremental Equivalent Debt to be incurred or implemented, as applicable, under the other applicable provisions of this definition will be determined, and

(iii)any portion of Incremental Facilities or Incremental Equivalent Debt incurred or implemented in reliance on clauses (a) through (c) of this definition will, unless the Borrower otherwise elects, automatically be reclassified from time to time after the incurrence or implementation under clause (d) of this definition if such portion of Incremental Facilities or Incremental Equivalent Debt could at such time be satisfied under clause (d) of this definition on a pro forma basis.

“Incremental Commitment” means any commitment made by a lender to provide all or any portion of any Incremental Facility or Incremental Term Loan.

“Incremental Equivalent Debt” means Indebtedness in the form of senior secured, junior secured or unsecured Indebtedness, whether in the form of term or revolving loans, notes, debt securities or otherwise and/or commitments in respect of any of the foregoing, (in each case in respect of the issuance of notes, whether issued in a public offering, Rule 144A or other private placement or purchase or otherwise) or any bridge financing in lieu of the foregoing, or secured or unsecured “mezzanine” debt, issued, incurred or implemented in lieu of loans under an Incremental Facility or to refinance other Indebtedness incurred under the Loan Documents; provided that:

(a)    the aggregate principal amount thereof shall not exceed the Incremental Cap (as in effect at the time of determination, including giving effect to any reclassification on or prior to such date of determination),

(b)     subject to the Permitted Earlier Maturity Indebtedness Exception, the Weighted Average Life to Maturity applicable to such Incremental Equivalent Debt (other than customary bridge loans with a maturity date not longer than one (1) year that are exchangeable or convertible into, or are intended to be refinanced, with other debt instruments permitted hereunder; provided, that any loans, notes, securities or other Indebtedness which are exchanged for or otherwise replace such bridge loans shall be subject to the requirements of this clause (b)) is no shorter than the remaining Weighted Average Life to Maturity of the 2019 New Term B-6 Loans, the Term B-3 Loans, the Term B-6-7 Loans or the Term B-7-8 Loans (without giving effect to any prepayments thereof) on the date of incurrence of such Incremental Equivalent Debt,

(c)    subject to the Permitted Earlier Maturity Indebtedness Exception, the final maturity date with respect to such Incremental Equivalent Debt (other than customary bridge loans with a maturity date not longer than one (1) year that are exchangeable or convertible into, or are intended to be refinanced, with other debt instruments permitted hereunder; provided, that any loans, notes, securities or other Indebtedness which are exchanged for or otherwise replace such bridge loans shall be subject to the requirements of this clause (c)) is no earlier than the Latest Maturity Date on the date of incurrence of such Incremental Equivalent Debt,

(d)    subject to clauses (b) and (c), to the extent constituting term indebtedness, such Incremental Equivalent Debt may otherwise have an amortization schedule as determined by the Borrower and the lenders providing such Incremental Equivalent Debt,

(e)    in the case of Incremental Equivalent Debt incurred on any date after the Eleventh Amendment Effective Date that is on or prior to the day that is twelve (12) months after the Tenth Amendment Effective Date in an aggregate principal amount, together with any Incremental Term Loans incurred during such period that satisfy the MFN Conditions, in excess of the MFN Threshold that satisfies each of the MFN Conditions, the Effective Yield of the Term B-6 Loans shall be subject to the adjustment in the manner set forth in the MFN Protection (to the extent then applicable), determined for purposes of this clause (e) as if such Incremental Equivalent Debt were Incremental Term Loans,

(f)    any such Incremental Equivalent Debt (x) shall rank pari passu in right of payment with any then-existing tranche of Term Loans or be subordinated in right of payment thereto and (y) may rank pari passu with or junior to any then-existing tranche of Term Loans, as applicable, in right of security with respect to the Collateral or may be unsecured,

(g)    if such Incremental Equivalent Debt is (a) secured by a Lien on the Collateral, then such Incremental Equivalent Debt shall be subject to any applicable Acceptable Intercreditor Agreement or (b) unsecured and contractually subordinated to the Obligations with respect to right of payment, then such Incremental Equivalent Debt shall be subject to a subordination agreement or subordination provision reasonably acceptable to the Borrower,

(h)    no such Indebtedness may be (x) incurred or guaranteed by any Person that is not a Loan Party or (y) secured by any assets other than the Collateral, and

(i)    any conditions to availability or funding of any Incremental Equivalent Debt (or commitments with respect to any such Incremental Equivalent Debt), subject to any requirements or limitations set forth above (and subject to the Borrower’s right to make an LCT Election), will be determined by the lenders or holders providing such Incremental Equivalent Debt.

“Incremental Facilities” has the meaning assigned to such term in Section 2.22(a).

“Incremental Facility Amendment” means an amendment to this Agreement that is reasonably satisfactory to the Administrative Agent (solely for purposes of giving effect to Section 2.22) and the Borrower executed by each of (a) the Borrower, (b) the Administrative Agent and (c) each Lender that agrees to provide all or any portion of the Incremental Facility being incurred pursuant thereto and in accordance with Section 2.22.

“Incremental Term B-3-6 Lender” has the meaning assigned to such term in the FifthEleventh Amendment.

“Incremental Term B-3-6 Loan Commitment” has the meaning assigned to such term in the FifthEleventh Amendment.

“Incremental Term B-3-6 Loans” has the meaning assigned to such term in the FifthEleventh Amendment.

“Incremental Term B-4-7 Lender” has the meaning assigned to such term in the SeventhTwelfth Amendment.

“Incremental Term B-4-7 Loan Commitment” has the meaning assigned to such term in the SeventhTwelfth Amendment.

“Incremental Term B-4-7 Loans” has the meaning assigned to such term in the SeventhTwelfth Amendment.

“Incremental Term B-6-8 Lender” has the meaning assigned to such term in the EleventhThirteenth Amendment.

“Incremental Term B-6-8 Loan Commitment” has the meaning assigned to such term in the EleventhThirteenth Amendment.

“Incremental Term B-6-8 Loans” has the meaning assigned to such term in the EleventhThirteenth Amendment.

“Incremental Term B-7 Lender” has the meaning assigned to such term in the Twelfth Amendment.

“Incremental Term B-7 Loan Commitment” has the meaning assigned to such term in the Twelfth Amendment.

“Incremental Term B-7 Loans” has the meaning assigned to such term in the Twelfth Amendment.

“Incremental Term Loans” has the meaning assigned to such term in Section 2.22(a).

“Indebtedness” shall mean, with respect to any Person, without duplication,

(a)(i)    obligations created, issued or incurred by such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the sale of property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such property from such Person),

(b)(ii)    obligations of such Person to pay the deferred purchase or acquisition price of property or services (other than (x) trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business so long as such trade accounts payable are payable within ninety (90) days of the date the respective goods are delivered or the respective services are rendered and (y) obligations with respect to earn-outs and similar deferred or contingency compensation arrangements that are not due and payable at such time),

(c)(iii)    Indebtedness of others secured by a Lien on the property of such Person, whether or not the respective Indebtedness so secured has been assumed by such Person,

(d)(iv)    obligations (contingent or otherwise) of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of such Person,

(e)(v)    Finance Lease Obligations of such person to the extent required to be characterized as a capitalized or financing lease (but not, for the avoidance of doubt, an operating lease) under GAAP, and

(f)(vi)    obligations of such Person under repurchase agreements or like arrangements and

(g) (vii) Indebtedness of others Guaranteed by such Person to the extent of such Guarantee;

provided that, notwithstanding the foregoing, (a) in no event shall obligations under any Derivative Transaction be deemed “Indebtedness” for any calculation of the Senior Debt to Total Assets Ratio or the Total Debt to Total Assets Ratio or any other financial ratio under the Loan Documents, (b) the amount of Indebtedness of any Person for purposes of clause (iii) shall be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such Indebtedness and (B) the fair market value of the property encumbered thereby as determined by such Person in good faith, (c) Indebtedness of the Borrower and its Restricted Subsidiaries shall exclude intercompany Indebtedness so long as such intercompany Indebtedness (A) has a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and (B) of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party is unsecured and subordinated to the Obligations and subject to the Intercompany Note, (d) in no event shall any Non-Finance Lease Obligations be deemed “Indebtedness” for any purpose under the Loan Documents, (e) in no event shall any Non-Recourse Indebtedness owing pursuant to a securitization transaction such as a “REMIC” securitization, a collateralized loan obligation transaction or other similar securitization be deemed “Indebtedness” for any purpose under the Loan Documents and (f) for, the avoidance of doubt, in no event shall any funding obligations or commitments, or guarantees of funding obligations or commitments, under any CRE Finance Assets be deemed “Indebtedness” for any purpose under the Loan Documents

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any third person (including any partnership in which such Person is a general partner and any unincorporated joint venture in which such Person is a joint venture) to the extent such Person would be liable therefor under applicable Requirements of Law or any agreement or instrument by virtue of such Person’s ownership interest in such Person, except to the extent the terms of such Indebtedness provides that such Person is not liable therefor. Notwithstanding anything herein to the contrary, the term “Indebtedness” shall not include, and shall be calculated without giving effect to, (x) the effects of Accounting Standards Codification Topic 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose hereunder as a result of accounting for any embedded derivatives created by the terms of such Indebtedness (it being understood that any such amounts that would have constituted Indebtedness hereunder but for the application of this proviso shall not be deemed an incurrence of Indebtedness hereunder) and (y) the effects of Statement of Financial Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Agreement as a result of accounting for any embedded derivative created by the terms of such Indebtedness (it being understood that any such amounts that would have constituted Indebtedness under this Agreement but for the application of this sentence shall not be deemed to be an incurrence of Indebtedness under this Agreement).

For the avoidance of doubt, Indebtedness will not be deemed to include obligations incurred in advance of, and the proceeds of which are to be applied in connection with, the consummation of a transaction solely to the extent that the proceeds thereof are and continue to be held in an escrow, trust, collateral or similar account or arrangement and are not otherwise made available for any other purpose and are used for such purpose.

“Indemnified Taxes” means all Taxes, other than Excluded Taxes or Other Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document.

“Indemnitee” has the meaning assigned to such term in Section 9.03(b).

“Information” has the meaning assigned to such term in Section 3.11(a).

“Information Memorandum” means the Confidential Information Memorandum dated on or about April 2019 relating to the Borrower and its subsidiaries and the Transactions.

“Initial Lenders” means the Arrangers, the Affiliates of the Arrangers and the other financial institutions that are party to this Agreement as Lenders on the Closing Date.

“Initial Term B-2 Lender” has the meaning assigned to the term “Term B-2 Lender” in the Second Amendment.

“Initial Term B-2 Loan Commitment” has the meaning assigned to the term “Term B-2 Loan Commitment” in the Second Amendment.

“Initial Term B-2 Loans” has the meaning assigned to the term “Term B-2 Loans” in the Second Amendment.

“Initial Term B-4 Loan Commitments” has the meaning assigned to the term “Term B-4 Loan Commitments” in the Sixth Amendment.

“Initial Term B-4 Loans” has the meaning assigned to the term “Term B-4 Loans” in the Sixth Amendment.

“Initial Term Lender” means any Lender with an Initial Term Loan Commitment or an outstanding Initial Term Loan.

“Initial Term Loan Commitment” means, with respect to each Term Lender, the commitment of such Term Lender to make Initial Term Loans hereunder in an aggregate amount not to exceed the amount set forth opposite such Term Lender’s name on the Commitment Schedule, as the same may be (a) terminated pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Term Lender pursuant to Section 9.05 or (ii) increased from time to time pursuant to Section 2.22. The aggregate amount of the Term Lenders’ Initial Term Loan Commitments on the Closing Date iswas $500,000,000.

“Initial Term Loan Maturity Date” means April 23, 2026.

“Initial Term Loans” means the term loans made by the Initial Term Lenders to the Borrower pursuant to Section 2.01(a)(i).

“Intellectual Property” has the meaning assigned to such term in the Collateral Documents.

“Intellectual Property Security Agreement” means any agreement executed on the Closing Date confirming or effecting the grant of any Lien on IP Rights owned by any Loan Party to the Administrative Agent, for the benefit of the Secured Parties, in accordance with this Agreement and the Security Agreement, including an Intellectual Property Security Agreement substantially in the form of Exhibit C-1 hereto.

“Intellectual Property Security Agreement Supplement” means any agreement executed after the Closing Date confirming or effecting the grant of any Lien on IP Rights owned by any Loan Party to the Administrative Agent, for the benefit of the Secured Parties, in accordance with this Agreement and the Security Agreement, including an Intellectual Property Security Agreement Supplement substantially in the form of Exhibit C-2 hereto.

“Intercompany Note” means a promissory note substantially in the form of Exhibit F.

“Interest Election Request” means a request by the Borrower in the form of Exhibit H hereto or another form reasonably acceptable to the Administrative Agent to convert or continue a Borrowing in accordance with Section 2.08.

“Interest Payment Date” means (a) with respect to any ABR Loan, the last Business Day of each March, June, September and December and the maturity date applicable to such Loan, (b) with respect to any Term Benchmark Loan, the last day of each Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Term Benchmark Borrowing with an Interest Period of more than three (3) months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three (3) months’ duration after the first day of such Interest Period, and the Maturity Date, and (c) with respect to any RFR Loan, (1) the date that is the numerically corresponding day in the calendar month after the Borrowing of such Loan and the numerically corresponding day in each calendar month thereafter (or, in each case, if there is no such numerically corresponding day in such month, then the last day of such month) and (2) the Maturity Date.

“Interest Period” means with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one (1), three (3) or six (6) months thereafter, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment), as the Borrower may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section 2.14(h) shall be available for specification in any Borrowing Request or Interest Election Request. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Investment” means (a) any purchase or other acquisition by the Borrower or any of its Restricted Subsidiaries of any of the Securities of any other Person (other than any Loan Party), (b) the acquisition by purchase or otherwise (other than any purchase or other acquisition of inventory, materials, supplies and/or equipment in the ordinary course of business) of all or a substantial portion of the business, property or fixed assets of any other Person or any division or line of business or other business unit of any other Person and (c) any loan, advance (other than any advance to any current or former employee, officer, director, member of management, manager, consultant or independent contractor of the Borrower or any Restricted Subsidiary for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contribution by the Borrower or any of its Restricted Subsidiaries to any other Person (but, in all cases, excluding, in the case of the Borrower and its Restricted Subsidiaries, intercompany loans, advances or Indebtedness so long as such Indebtedness (i) has a term not exceeding 364 days (inclusive of any roll over or extensions of terms) and (ii) of any Loan Party owed to a Restricted Subsidiary that is not a Loan Party is unsecured and subordinated to the Secured Obligations and subject to the Intercompany Note). Subject to Section 5.10, the amount of any Investment shall be the original cost of such Investment, plus the cost of any addition thereto that otherwise constitutes an Investment, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect thereto, but giving effect to any repayments of principal in the case of any Investment in the form of a loan and any return of capital or return on Investment in the case of any equity Investment (whether as a distribution, dividend, redemption or sale but not in excess of the amount of the relevant initial Investment).

“IP Rights” has the meaning assigned to such term in Section 3.05(c).

“IRS” means the U.S. Internal Revenue Service.

“JPMCB” has the meaning assigned to such term in the preamble to this Agreement.

“Junior Debt” means any Indebtedness of the types described in clauses (i) and (ii) of the definition of “Indebtedness” (other than Indebtedness among the Borrower and/or its Restricted Subsidiaries) of the Borrower or any of its Restricted Subsidiaries that is contractually subordinated in right of payment to the Obligations, in each case, with an individual outstanding principal amount in excess of the Threshold Amount. For the avoidance of doubt, each Asset Financing Facility and CRE Financing shall not constitute Junior Debt.

“Knowledge” or “knowledge” means, as of any date of determination, then-current actual (as distinguished from imputed or constructive) knowledge. For the avoidance of doubt, “know”, “known” and “knew” shall have the respective correlative meaning thereto.

“Latest Maturity Date” means, as of any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Term Loan or Term Commitment.

“LCT Election” has the meaning set forth in Section 1.10(b).

“LCT Requirements” has the meaning set forth in Section 1.10(b).

“LCT Test Date” has the meaning set forth in Section 1.10(b).

“Legal Reservations” means the application of relevant Debtor Relief Laws, general principles of equity and/or principles of good faith and fair dealing.

“Lenders” means the Term Lenders, any lender with an Additional Commitment or an outstanding Additional Term Loan and any other Person that becomes a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any Finance Lease having substantially the same economic effect as any of the foregoing), in each case, in the nature of security; provided that in no event shall (x) an operating lease (or other lease in respect of a Non-Finance Lease Obligation) or a license to use intellectual property be deemed to constitute a Lien or (y) for the avoidance of doubt, any right of first refusal and tag, drag, forced sale, major decision or similar right in respect of any CRE Finance Asset or Real Estate Investment constitute a Lien.

“Limited Condition Transaction” means any (a) Permitted Acquisition or other Investment or similar transaction (whether by merger, amalgamation, consolidation or other business combination or the acquisition of Capital Stock or otherwise) permitted hereunder by the Borrower or one or more of its Restricted Subsidiaries, (b) any redemption, repurchase, defeasance, satisfaction and discharge, repayment or other retirement of Indebtedness and (c) any Restricted Payment.

“LLC” means any Person that is a limited liability company under the laws of its jurisdiction of formation.

“Loan” means any Term Loan.

“Loan Documents” means this Agreement, any Promissory Note, each Loan Guaranty, the Collateral Documents, the Perfection Certificate (including any Perfection Certificate delivered to the Administrative Agent pursuant to the definition of “Collateral and Guarantee Requirement”), any Perfection Certificate Supplement, any Acceptable Intercreditor Agreement to which the Borrower is a party, each Refinancing Amendment, each Incremental Facility Amendment, each Extension Amendment and any other document or instrument designated by the Borrower and the Administrative Agent as a

“Loan Document.” Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto.

“Loan Guaranty” means the Guaranty Agreement, substantially in the form of Exhibit I hereto, executed by each Loan Party thereto and the Administrative Agent for the benefit of the Secured Parties, as supplemented in accordance with the terms of Section 5.12 hereof.

“Loan Installment Date” has the meaning assigned to such term in Section 2.10(a).

“Loan Parties” means the Borrower and each Guarantor.

“Manager” means BXMT Advisors L.L.C. (“BX Advisors”) (or any successor thereto) or, to the extent the board of directors of the Borrower appoints another investment manager of the Borrower at any time and from time to time, such other investment manager appointed thereby. Notwithstanding anything to the contrary set forth herein, (i) each reference to “Manager” set forth in clause (b) of the definition of Core Earnings, the last paragraph of the definition of Disqualified Stock, Section 6.04(a)(ii) and Section 6.06(z) shall, as applicable, also be deemed to include any previous investment manager of the Borrower (each, a “Predecessor Manger”) with respect to any Capital Stock, compensation or deferred compensation granted or provided to any applicable Person set forth in such applicable clause, or any arrangement or agreement entered into with respect to any applicable item referenced in such clause, while such Predecessor Manager was acting as the Manager of the Borrower and (ii) each reference to “Manager” set forth in Section 6.09(f)(i) shall include any Predecessor Manager (provided that any fees paid to a Predecessor Manager pursuant to Section 6.09(f)(i) shall have accrued or been granted while such Person was acting as the Manager of the Borrower).

“Margin Stock” has the meaning assigned to such term in Regulation U.

“Material Adverse Effect” means a material adverse effect on (i) the business, assets, financial condition or results of operations, in each case, of the Borrower and its Restricted Subsidiaries, taken as a whole, (ii) the rights and remedies (taken as a whole) of the Administrative Agent under the applicable Loan Documents or (iii) the ability of the Loan Parties (taken as a whole) to perform their payment obligations under the applicable Loan Documents.

“Material Debt Instrument” means any physical instrument evidencing any Indebtedness for borrowed money which is required to be pledged and delivered to the Administrative Agent (or its agent or bailee) pursuant to the Security Agreement or any applicable Acceptable Intercreditor Agreement.

“Material Real Estate Asset” means (a) on the Closing Date, each Real Estate Asset listed on Schedule 1.01(c) and (b) any “fee-owned” Real Estate Asset acquired by any Loan Party after the Closing Date having a fair market value (as reasonably determined by the Borrower in consultation with the Administrative Agent after taking into account any liabilities with respect thereto that impact such fair market value) in excess of $20,000,000 as of the date of acquisition thereof.

“Maturity Date” means (a) with respect to the 2019 Replacement Term Loans, the 2019 Incremental Term Loans, the Additional 2019 New Term Loans, the Replacement Term B-3 Loans and the Incremental Term B-3 Loans, the Initial Term Loan Maturity Date, (b) [reserved], (c) [reserved], (d) with respect to the Replacement Term B-6 Loans and Incremental Term B-6 Loans, December 10, 2030, (eb) with respect to any Replacement Term B-7 Loans and Incremental Term B-7 Loans, May 9, 2029, (fc) with respect to any Replacement Term B-8 Loans and Incremental Term B-8 Loans, December 19, 2032, (d) with respect to any Replacement Term Loans (other than the 2019 Replacement Term B-6 Loans, the Replacement Term B-3 Loans, the Replacement Term B-6-7 Loans and the Replacement Term

B-7-8 Loans), the final maturity date for such Replacement Term Loans, as set forth in the applicable Refinancing Amendment, (g) with respect to any Incremental Term Loans (other than the 2019 Incremental Term Loans, the Additional 2019 New TermB-6 Loans, the Incremental Term B-3 Loans, the Incremental Term B-6-7 Loans and the Incremental Term B-7-8 Loans), the final maturity date set forth in the applicable Incremental Facility Amendment and (h) with respect to any Extended Term Loans, the final maturity date for such Extended Term Loans as set forth in the applicable Extension Amendment.

“Maximum Rate” has the meaning assigned to such term in Section 9.19.

“MFN Conditions” has the meaning set forth in Section 2.22(a)(v).

“MFN Protection” has the meaning set forth in Section 2.22(a)(v).

“MFN Threshold” has the meaning set forth in Section 2.22(a)(v).

“Minimum Extension Condition” has the meaning assigned to such term in Section 2.23(b).

“Moody’s” means Moody’s Investors Service, Inc.

“Mortgage” means any mortgage, deed of trust or other agreement which conveys or evidences a Lien in favor of the Administrative Agent, for the benefit of the relevant Secured Parties, on any Material Real Estate Asset constituting Collateral, which shall contain such terms as may be necessary under applicable local Requirements of Law to perfect a Lien on the applicable Material Real Estate Asset.

“Mortgage Policies” has the meaning assigned to such term in the definition of “Collateral and Guarantee Requirement.”

“Multiemployer Plan” means any employee benefit plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA that is subject to the provisions of Title IV of ERISA, and in respect of which the Borrower or any of its Restricted Subsidiaries, or any of their respective ERISA Affiliates, makes or is obligated to make contributions or with respect to which any of them has any ongoing obligation or liability, contingent or otherwise.

“Net Insurance/Condemnation Proceeds” means an amount equal to: (a) any Cash payments or proceeds (including Cash Equivalents) received by the Borrower or any of its Restricted Subsidiaries (i) under any casualty insurance policy in respect of a covered loss thereunder of any assets of the Borrower or any of its Restricted Subsidiaries (other than, for purposes of Section 2.11(b)(ii), assets acquired after the Closing Date with the proceeds of equity contributions to, or the issuance of Qualified Capital Stock of, the Borrower or its Restricted Subsidiaries (in each case, other than contributions by, or issuances to, the Borrower or a Restricted Subsidiary) or (ii) as a result of the taking of any assets of the Borrower or any of its Restricted Subsidiaries (other than, for purposes of Section 2.11(b)(ii), assets acquired after the Closing Date with the proceeds of equity contributions or the issuance of Qualified Capital Stock of the Borrower or its Restricted Subsidiaries (in each case, other than contributions by, or issuances to, the Borrower or a Restricted Subsidiary)) by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (b) (i) any actual out-of-pocket costs and expenses incurred by the Borrower or any of its Restricted Subsidiaries in connection with the adjustment, settlement or collection of any claims of the Borrower or the relevant Restricted Subsidiary in respect thereof, (ii) payment of the outstanding principal amount of, premium or penalty, if any, and interest and other amounts on any Indebtedness (other than the Loans and any Indebtedness secured by a Lien on the

Collateral that is pari passu with or expressly subordinated to the Lien on the Collateral securing any Secured Obligation) that is secured by a Lien on the assets in question and that is required to be repaid or otherwise comes due or would be in default under the terms thereof as a result of such loss, taking or sale, or payment of other amounts due to, or required to be made available to, any Person under any other Contractual Obligation binding such assets or to which such assets are subject (including, without limitation, in the case of Real Estate Assets, any ground lease, lease or other occupancy agreement) (iii) in the case of a taking, the reasonable out-of-pocket costs of putting any affected property in a safe and secure position, (iv) any selling costs and out-of-pocket expenses (including reasonable broker’s fees or commissions, legal fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith and the Borrower’s good faith estimate of income Taxes paid or payable (including pursuant to Tax sharing arrangements or any intercompany distribution)) in connection with any sale or taking of such assets as described in clause (a) of this definition, (v) any amounts provided as a reserve in accordance with GAAP against any liabilities under any indemnification obligation or purchase price adjustments associated with any sale or taking of such assets as referred to in clause (a) of this definition (provided that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Insurance/Condemnation Proceeds) and (vi) in the case of any covered loss or taking from a non-Wholly-Owned Subsidiary, the pro rata portion thereof (calculated without regard to this clause (vi)) attributable to minority interests and not available for distribution to or for the account of the Borrower or a Wholly-Owned Subsidiary as a result thereof.

“Net Proceeds” means (a) with respect to any Disposition (including any Prepayment Asset Sale), the Cash proceeds (including Cash Equivalents and Cash proceeds subsequently received (as and when received) in respect of non-cash consideration initially received), net of (i) selling costs and out-of-pocket expenses (including reasonable broker’s fees or commissions, legal fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, escrow costs and fees, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith and the Borrower’s good faith estimate of income Taxes paid or payable (including pursuant to Tax sharing arrangements or any intercompany distributions) in connection with such Disposition), (ii) amounts provided as a reserve in accordance with GAAP against any liabilities under any indemnification obligation or purchase price adjustment associated with such Disposition (provided that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Proceeds), (iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness (other than the Loans and any other Indebtedness secured by a Lien on the Collateral that is pari passu with or expressly subordinated to the Lien on the Collateral securing any Secured Obligation) which is secured by the asset sold in such Disposition and which is required to be repaid or otherwise comes due or would be in default and is repaid (other than any such Indebtedness that is assumed by the purchaser of such asset) (including, without limitation, any Asset Financing Facility or CRE Financing), (iv) Cash escrows (until released from escrow to the Borrower or any of its Restricted Subsidiaries) from the sale price for such Disposition and (v) in the case of any Disposition by a non-Wholly-Owned Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (v)) attributable to minority interests and not available for distribution to or for the account of the Borrower or a Wholly-Owned Subsidiary as a result thereof; and (b) with respect to any issuance or incurrence of Indebtedness or Capital Stock, the Cash proceeds thereof, net of all Taxes and customary fees, commissions, costs, underwriting discounts and other fees and expenses incurred in connection therewith.

“Net Proceeds Percentage” has the meaning assigned to such term in Section 2.11(b)(ii).

“Non-Finance Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that is not required to be accounted for as a finance lease or capital lease on the balance sheet and the income statement in accordance with GAAP as in effect at any time of determination. For the avoidance of doubt, any lease pursuant to which a Person recognizes lease expense on a straight-line basis over the lease term and any operating lease shall be considered a Non-Finance Lease.

“Non-Finance Lease Obligation” means a lease obligation pursuant to any Non-Finance Lease.

“Non-Fixed Basket” has the meaning assigned to such term in Section 1.10(d).

“Non-Recourse Indebtedness” means any Indebtedness other than Recourse Indebtedness.

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Obligations” means all unpaid principal of and accrued and unpaid interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar case or proceeding, regardless of whether allowed or allowable in such case or proceeding) on the Loans, all accrued and unpaid fees and all expenses (including fees and expenses accruing during the pendency of any bankruptcy, insolvency, receivership or other similar case or proceeding, regardless of whether allowed or allowable in such case or proceeding), reimbursements, indemnities and all other advances to, debts, liabilities and obligations of any Loan Party to the Lenders or to any Lender, the Administrative Agent, any Arranger, any First Amendment Arranger (as defined in the First Amendment), any Second Amendment Arranger (as defined in the Second Amendment), the Third Amendment Arranger (as defined in the Third Amendment), any Fourth Amendment Arranger (as defined in the Fourth Amendment), any Fifth Amendment Arranger (as defined in the Fifth Amendment), any Sixth Amendment Arranger (as defined in the Sixth Amendment), any Seventh Amendment Arranger (as defined in the Seventh Amendment), any Tenth Amendment Arranger (as defined in the Tenth Amendment), any Eleventh Amendment Arranger (as defined in the Eleventh Amendment), any Twelfth Amendment Arranger, (as defined in the Twelfth Amendment), any Thirteenth Amendment Arranger (as defined in the Thirteenth Amendment) or any Indemnitee arising under the Loan Documents in respect of any Loan or otherwise, whether direct or indirect (including those acquired by assumption), absolute, contingent, due or to become due, now existing or hereafter arising.

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

“OFAC” means the Office of Foreign Assets Control of the U.S. Treasury Department.

“Organizational Documents” means (a) with respect to any corporation, its certificate or articles of incorporation or organization and its by-laws, (b) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement, (c) with respect to any general partnership, its partnership agreement, (d) with respect to any limited liability company, its articles of organization or certificate of formation, and its operating agreement or limited liability company agreement, and (e) with respect to any other form of entity, such other organizational documents required by local Requirements of Law or customary under such jurisdiction to document the formation and governance principles of such type of entity. In the event that any term or condition of this Agreement or any other Loan Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

“Other Applicable Indebtedness” has the meaning assigned to such term in Section 2.11(b)(ii).

“Other Connection Taxes” means, with respect to any Lender or the Administrative Agent, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising solely from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary Taxes or any intangible, recording, filing or other excise or property Taxes arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document, but excluding any such Taxes that are Other Connection Taxes imposed with respect to an assignment, grant of a participation or designation of a new office for receiving payments by or on account of the Borrower (other than an assignment or designation of a new office made pursuant to Section 2.19(b)).

“Participant” has the meaning assigned to such term in Section 9.05(c)(i).

“Participant Register” has the meaning assigned to such term in Section 9.05(c)(ii).

“Patent” means the following: (a) any and all patents and patent applications; (b) all inventions, designs or improvements thereto described or claimed therein; (c) all reissues, reexaminations, divisions, continuations, renewals, extensions and continuations in part thereof; (d) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future infringements thereof; (e) all rights to sue for past, present, and future infringements thereof; and (f) all rights corresponding to any of the foregoing.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any employee pension benefit plan, as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), that is subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, which the Borrower or any of its Restricted Subsidiaries, or any of their respective ERISA Affiliates, maintains or contributes to or has an obligation to contribute to, or otherwise has any liability, contingent or otherwise.

“Perfection Certificate” means a certificate substantially in the form of Exhibit J.

“Perfection Certificate Supplement” means a supplement to the Perfection Certificate substantially in the form of Exhibit K.

“Perfection Requirements” means the filing of appropriate financing statements with the office of the Secretary of State or other appropriate office of the state of organization (or, in the case of a Foreign Discretionary Guarantor, other office under Section 9-307 of the UCC) of each Loan Party, the filing of appropriate assignments, security agreements, instruments or notices with the U.S. Patent and Trademark Office and the U.S. Copyright Office, the proper recording or filing, as applicable, of Mortgages and fixture filings with respect to any Material Real Estate Asset constituting Collateral, in each case in favor of the Administrative Agent for the benefit of the Secured Parties and to the extent required by the applicable Loan Documents, in each case, the delivery to the Administrative Agent of any stock certificate, promissory note and instruments required to be delivered pursuant to the applicable Loan Documents, together with instruments of transfer executed in blank and, in the case of any Foreign Discretionary Guarantor (and its Capital Stock), such steps required to grant the Administrative Agent a first priority perfected lien on its Capital Stock and substantially all of its assets pursuant to arrangements reasonably agreed between the Administrative Agent and the Borrower.

“Permitted Acquisition” means any acquisition made by the Borrower or any of its Restricted Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or any business line, unit or division or product line (including research and development and related assets in respect of any product) of, any Person or of a majority of the outstanding Capital Stock of any Person (and, in any event, including any Investment in (x) any Restricted Subsidiary the effect of which is to increase the Borrower’s or any Restricted Subsidiary’s equity ownership in such Restricted Subsidiary or (y) any joint venture for the purpose of increasing the Borrower’s or its relevant Restricted Subsidiary’s ownership interest in such joint venture) if (A) such Person becomes a Restricted Subsidiary or (B) such Person, in one transaction or a series of related transaction, is amalgamated, merged or consolidated with or into, or transfers or conveys substantially all of its assets (or such division, business unit or product line) to, or is liquidated into, the Borrower or any Restricted Subsidiary as a result of such Investment.

“Permitted Earlier Maturity Indebtedness Exception” means Indebtedness incurred, at the option of the Borrower (in its sole discretion), with a final maturity date prior to the earliest maturity date otherwise expressly required under this Agreement with respect to such Indebtedness (in each such case, the “Earliest Permitted Maturity Date”) and/or a Weighted Average Life to Maturity shorter than the minimum Weighted Average Life to Maturity otherwise expressly required under this Agreement with respect to such Indebtedness (in each such case, the “Minimum Permitted Weighted Average Life to Maturity”) in an aggregate principal amount up to the greater of (a) $225,000,000 and (b) 1.5% of Consolidated Total Assets as of the last day of the most recently ended Test Period calculated on a Pro Forma Basis, in each case, solely to the extent the final maturity date of such Indebtedness is expressly restricted under the applicable Basket from occurring prior to an Earliest Permitted Maturity Date set forth therein that is expressly applicable thereto and/or the Weighted Average Life to Maturity of such Indebtedness is expressly restricted under the applicable Basket from being shorter than a Minimum Permitted Weighted Average Life to Maturity set forth therein that is expressly applicable thereto.

“Permitted Holders” means (a) the Sponsor and (b) any Person with which the Sponsor forms a “group” (within the meaning of Section 14(d) of the Exchange Act) so long as, in the case of this clause (b), the Sponsor beneficially owns more than 50% of the relevant voting stock beneficially owned by the group.

“Permitted Liens” means Liens permitted pursuant to Section 6.02.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or any other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) maintained by the Borrower and/or any Restricted Subsidiary or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any of its ERISA Affiliates, other than any Multiemployer Plan.

“Platform” has the meaning assigned to such term in Section 5.01.

“Prepayment” means, with respect to any Indebtedness, the repayment, in whole or in part, thereof prior to the stated maturity thereof (excluding regularly scheduled amortization and other mandatory or required payments), including by redemption, repurchase (including by assignment to the Borrower or a Restricted Subsidiary and cancellation or reduction of such Indebtedness or by Dutch Auction), tender offer, offer to purchase, defeasance, satisfaction and discharge, or other retirement of such Indebtedness; provided, that if such Indebtedness is under a revolving credit or similar facility, such Prepayment is accompanied by a corresponding permanent reduction of the commitments thereunder. “Prepay” and “Prepayment” shall have meanings correlative thereto.

“Prepayment Asset Sale” means any non-ordinary course Disposition by the Borrower or its Restricted Subsidiaries made pursuant to Section 6.07(h), (s) or (aa), other than the Disposition of assets acquired after the Closing Date with the proceeds of equity contributions or the issuance of Qualified Capital Stock of the Borrower (in each case, other than contributions by, or issuances to, the Borrower or a Restricted Subsidiary).

“Primary Obligor” has the meaning assigned to such term in the definition of “Guarantee.”

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as reasonably determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as reasonably determined by the Administrative Agent).

“Pro Forma Basis” or “pro forma effect” means, with respect to any determination of the Total Debt to Total Assets Ratio, the Senior Debt to Total Assets Ratio or Consolidated Total Assets (including component definitions thereof), subject to Section 1.10, that each Subject Transaction shall be deemed to have occurred as of the first day of the applicable Test Period with respect to any test or covenant for which such calculation is being made and that:

(a)(a)    any retirement or repayment of Indebtedness (other than normal fluctuations in revolving Indebtedness incurred for working capital purposes) shall be deemed to have occurred as of the first day of the applicable Test Period with respect to any test or covenant for which the relevant determination is being made,

(b)(b)    any Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in connection therewith shall be deemed to have occurred as of the first day of the applicable Test Period with respect to any test or covenant for which the relevant determination is being made; provided that, (x) if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable Test Period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to su

ch Indebtedness at the relevant date of determination (taking into account any interest hedging arrangements applicable to such Indebtedness), (y) interest on any obligation with respect to any Finance Lease shall be deemed to accrue at an interest rate reasonably determined by a Financial Officer of the Borrower to be the rate of interest implicit in such obligation in accordance with GAAP and (z) interest on any Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate or other rate shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen by the Borrower,

(c)(c)    the acquisition of any asset included in calculating Consolidated Total Assets, whether pursuant to any Subject Transaction or any Person becoming a Subsidiary or merging, amalgamating or consolidating with or into the Borrower or any of its Subsidiaries, or the Disposition of any asset included in calculating Consolidated Total Assets described in the definition of “Subject Transaction,” shall be deemed to have occurred as of the first day of the applicable Test Period with respect to any test or covenant for which such calculation is being made, and

(d)(d)    whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test (except for purposes of determining actual compliance with Section 6.13(a)) shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which either, as determined by the Borrower, internal financial statements of the Borrower of the type described in Section 5.01(a) or Section 5.01(b), as applicable, are available (as determined in good faith by the Borrower) or such financial statements have been delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable. Notwithstanding anything to the contrary set forth in the immediately preceding paragraph, for the avoidance of doubt, when calculating the Total Debt to Total Assets Ratio for purposes of Section 6.13(a) (other than for the purpose of determining pro forma compliance with Section 6.13(a) as a condition to taking any action under this Agreement), the events described in the immediately preceding paragraph that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

“Projections” means the financial projections, forecasts, financial estimates, other forward-looking and/or projected information and pro forma financial statements of the Borrower and its subsidiaries included in the Information Memorandum (or a supplement thereto).

“Promissory Note” means a promissory note of the Borrower payable to any Lender or its registered assigns, in substantially the form of Exhibit L hereto, evidencing the aggregate outstanding principal amount of Loans of the Borrower to such Lender resulting from the Loans made by such Lender.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lender” has the meaning assigned to such term in Section 9.01(d).

“Qualified Capital Stock” of any Person means any Capital Stock of such Person that is not Disqualified Capital Stock.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning assigned to it in Section 9.23.

“Qualified Securitization Financing” means any Securitization Financing of a Securitization Subsidiary that meets the following conditions: (a) such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Borrower and the Securitization Subsidiary, (b) all sales and/or contributions of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value and (c) the financing terms, covenants, termination events and other provisions thereof, including any Standard Securitization Undertakings, shall be market terms. The grant of a security interest in any Securitization Assets of the Borrower or any of the Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under this Agreement prior to engaging in any Securitization Financing shall not be deemed a Qualified Securitization Financing. For the avoidance of doubt, no Asset Financing Facility or CRE Financing is required to meet the conditions for a Qualified Securitization Financing in order to be permitted to be incurred hereunder and Qualified Securitization Financings shall be deemed to exclude Asset Financing Facilities and CRE Financings.

“Real Estate Asset” means, at any time of determination, all right, title and interest (fee, leasehold or otherwise) of any Loan Party in and to real property (including, but not limited to, land, improvements and fixtures thereon).

“Real Estate Investment” means (i) any Real Estate Asset that is not used by the Borrower or its Restricted Subsidiaries for operational purposes (including, for the avoidance of doubt, any such Real Estate Asset (x) subject to a sale-leaseback, ground lease or other long-term net lease, in each case, in respect of which the Borrower or any of its Restricted Subsidiaries is the landlord or lessor, as applicable, (y) acquired in connection with a foreclosure or other exercise of remedies under any CRE Finance Asset and/or (z) which is, or is in the process of becoming, subject to any CRE Financing) and/or direct or indirect interests therein (including, without limitation, preferred equity and/or syndicated equity interests), and (ii) any rights, assets or investments similar to or derivative of, any item referred to in the foregoing clause (i) and/or the acquisition, financing, operation or administration thereof (regardless of whether or not the Borrower or any of its Restricted Subsidiaries owns the applicable Real Estate Asset or direct or indirect interest therein) (including, without limitation, management, franchise and/or other operational rights) and (iii) Capital Stock in any Person substantially all of whose assets, directly or indirectly, are comprised of one or more of the items referred to in the foregoing clauses (i) and/or (ii).

“Recourse Indebtedness” means with respect to any Person, on any date of determination, the amount of Indebtedness for which such Person has recourse liability (including without limitation through a Guarantee), exclusive of any such Indebtedness to the extent such recourse liability of such Person is limited to obligations relating to customary nonrecourse carve-outs.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago time) on the day that is two (2) Business Days preceding the date of such setting , (2) if such Benchmark is Daily Simple SOFR, then four (4) Business Days prior to such setting or (3) if such Benchmark is neither the Term SOFR Rate or Daily Simple SOFR, the time determined by the Administrative Agent in its reasonable discretion.

“Refinancing Amendment” means an amendment to this Agreement that is reasonably satisfactory to the Administrative Agent and the Borrower executed by (a) the Borrower, (b) the Administrative Agent and (c) each Lender that agrees to provide all or any portion of the Replacement Term Loans being incurred pursuant thereto and in accordance with Section 9.02(c).

“Refinancing Indebtedness” has the meaning assigned to such term in Section 6.01(p).

“Refunding Capital Stock” has the meaning assigned to such term in Section 6.04(a)(viii).

“Register” has the meaning assigned to such term in Section 9.05(b)(iv).

“Regulation D” means Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation H” means Regulation H of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“REIT Status” shall mean, with respect to any Person, (a) the qualification of such Person as a real estate investment trust under Sections 856 through 860 of the Code and (b) the applicability to such Person and its shareholders of the method of taxation provided for in Section 857 et seq. of the Code.

“Related Funds” means with respect to any Lender that is an Approved Fund, any other Approved Fund that is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, managers, officers, trustees, employees, partners, agents, advisors and other representatives of such Person and such Person’s Affiliates.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the Environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

“Relevant Governmental Body” means, the Board, the NYFRB, and/or the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Board and/or the NYFRB or, in each case, any successor thereto.

“Relevant Rate” means (i) with respect to any Term Benchmark Borrowing, the Term SOFR Rate or (ii) with respect to any RFR Borrowing, Daily Simple SOFR, as applicable.

“Replaced Term Loans” has the meaning assigned to such term in Section 9.02(c).

“Replacement Notes” means any Refinancing Indebtedness (whether issued in a public offering, Rule 144A under the Securities Act or other private placement or bridge financing in lieu of the foregoing or otherwise) incurred in respect of Indebtedness permitted under Section 6.01(a) (and any subsequent refinancing of such Replacement Notes).

“Replacement Term B-3-6 Lender” has the meaning assigned to such term in the FifthEleventh Amendment.

“Replacement Term B-3-6 Loan Commitment” has the meaning assigned to such term in the FifthEleventh Amendment.

“Replacement Term B-3-6 Loans” has the meaning assigned to such term in the FifthEleventh Amendment.

“Replacement Term B-6-7 Lender” has the meaning assigned to such term in the EleventhTwelfth Amendment.

“Replacement Term B-6-7 Loan Commitment” has the meaning assigned to such term in the EleventhTwelfth Amendment.

“Replacement Term B-6-7 Loans” has the meaning assigned to such term in the EleventhTwelfth Amendment.

“Replacement Term B-7-8 Lender” has the meaning assigned to such term in the TwelfthThirteenth Amendment.

“Replacement Term B-7-8 Loan Commitment” has the meaning assigned to such term in the TwelfthThirteenth Amendment.

“Replacement Term B-7-8 Loans” has the meaning assigned to such term in the TwelfthThirteenth Amendment.

“Replacement Term Loans” has the meaning assigned to such term in Section 9.02(c).

“Reportable Event” means, with respect to any Pension Plan or Multiemployer Plan, any of the events described in Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the 30-day notice period is waived under PBGC Reg. Section 4043.

“Representatives” has the meaning assigned to such term in Section 9.13.

“Repricing Transaction” means each of (a) the prepayment, repayment, refinancing, substitution or replacement of all or a portion of any Term B-6 Loans or, Term B-7 Loans or Term B-8 Loans with the incurrence by any Loan Party of any broadly syndicated term loans secured by the Collateral on a pari passu basis with the Term B-6 Loans and, Term B-7 Loans and Term B-8 Loans (including, in each case, any Replacement Term Loans) under any credit facilities the primary purpose (as determined in good faith by the Borrower) of which is to, and which does, reduce the Effective Yield of such Indebtedness relative to the Term B-6 Loans or, Term B-7 Loans or Term B-8 Loans, as applicable, so prepaid, repaid, refinanced, substituted or replaced, as applicable, and (b) any amendment, waiver or other modification to this Agreement the primary purpose (as determined in good faith by the Borrower) of which is to, and which does, reduce the Effective Yield applicable to the applicable Term B-6 Loans or, Term B-7 Loans or Term B-8 Loans immediately prior to such amendment, waiver or modification; provided that in no event shall any “Repricing Transaction” include (or be deemed to include) any such prepayment, repayment, refinancing, substitution, replacement, amendment, waiver or other modification in connection with (x) a Change of Control or (y) any acquisition, investment or disposition, in each case under this clause (y), for which the aggregate consideration (together with any related acquisition, investment or disposition forming part of the same transaction or series of related transactions) is equal to or greater than $400,000,000. Any determination by the Administrative Agent of the Effective Yield for purposes of this definition shall be conclusive and binding on all Lenders, and the Administrative Agent shall have no

liability to any Person with respect to such determination absent bad faith, gross negligence or willful misconduct.

“Required Lenders” means, at any time, Lenders having Loans and unused Commitments representing more than 50% of the sum of the total Loans and such unused Commitments at such time.

“Requirements of Law” means, with respect to any Person, collectively, the common law and all federal, state, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” means, (A) with respect to the Borrower and its Restricted Subsidiaries (i) Stephen Plavin, Thomas C. Ruffing or Douglas Armer, or any successor to any of the foregoing, (ii) any asset manager at The Blackstone Group L.P. or any Affiliate thereof responsible for the applicable asset (or replacement manager of Borrower), or (iii) any other employee with a title equivalent or more senior to that of “principal” within The Blackstone Group L.P. or any Affiliate thereof responsible for the origination, acquisition and/or management of the applicable asset and (B) with respect to any other Person, the chief executive officer, the president, the chief financial officer, the treasurer, any assistant treasurer, any executive vice president, any senior vice president, any vice president, the chief operating officer or any other executive officer of such Person and any other individual or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement, and, as to any document delivered on the Closing Date, shall include any secretary or assistant secretary or any other individual or similar official thereof with substantially equivalent responsibilities of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer on behalf of any Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party, and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Amount” has the meaning set forth in Section 2.11(b)(iv).

“Restricted Debt Payments” has the meaning set forth in Section 6.04(b).

“Restricted Payment” means (a) any dividend or other distribution on account of any shares of any class of the Capital Stock of the Borrower, except a dividend payable solely in shares of Qualified Capital Stock of the Borrower to the holders of such class; (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of any shares of any class of the Capital Stock of the Borrower; and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of the Capital Stock of the Borrower now or hereafter outstanding.

“Restricted Subsidiary” means, as to any Person, any subsidiary of such Person that is not an Unrestricted Subsidiary. Unless otherwise specified, “Restricted Subsidiary” shall mean any Restricted Subsidiary of the Borrower.

“RFR Borrowing” means, as to any Borrowing, the RFR Loans comprising such Borrowing.

“RFR Loan” means a Loan that bears interest at a rate based on Daily Simple SOFR.

“S&P” means S&P Global Ratings, a subsidiary of S&P Global Inc.

“Sanctioned Person” means a person that is (i) the subject of Sanctions, (ii) located in or organized under the laws of a country or territory which is the subject of country- or territory-wide Sanctions (including without limitation Cuba, Iran, North Korea, Syria, or the Crimea region), (iii) ordinarily a resident in a country or territory which is the subject of country- or territory-wide Sanctions (including without limitation Cuba, Iran, North Korea, Syria, or the Crimea region), or (iv) majority-owned or, as relevant under applicable Sanctions, controlled by any of the foregoing.

“Sanctions” means those trade, economic and financial sanctions laws, regulations, embargoes, and restrictive measures (in each case having the force of law) administered, enacted or enforced from time to time by the United States (including without limitation the Department of Treasury, Office of Foreign Assets Control) or Her Majesty’s Treasury of the United Kingdom.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of its functions.

“Second Amendment” means that certain Second Amendment to Term Loan Credit Agreement, dated as of May 20, 2020, among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent.

“Second Amendment Effective Date” means May 20, 2020.

“Secured Hedging Obligations” means all Hedging Obligations (other than any Excluded Swap Obligations) under each Hedge Agreement that (a) is in effect on the Closing Date between any Loan Party and a counterparty that is the Administrative Agent, a Lender, an Arranger or any Affiliate of the Administrative Agent, a Lender or an Arranger as of the Closing Date, (b) is entered into after the Closing Date between any Loan Party and any counterparty that is (or is an Affiliate of) the Administrative Agent, any Lender, any Arranger, any First Amendment Arranger (as defined in the First Amendment), any Second Amendment Arranger (as defined in the Second Amendment), the Third Amendment Arranger (as defined in the Third Amendment), any Fourth Amendment Arranger (as defined in the Fourth Amendment), any Fifth Amendment Arranger (as defined in the Fifth Amendment), any Sixth Amendment Arranger (as defined in the Sixth Amendment), any Seventh Amendment Arranger (as defined in the Seventh Amendment), any Tenth Amendment Arranger (as defined in the Tenth Amendment), any Eleventh Amendment Arranger or(as defined in the Eleventh Amendment), any Twelfth Amendment Arranger (as defined in the Twelfth Amendment), any Thirteenth Amendment Arranger (as defined in the Thirteenth Amendment) at the time such Hedge Agreement is entered into or (c) is in effect on the Closing Date or entered into after the Closing Date by any Loan Party with any counterparty that is reasonably acceptable to the Administrative Agent designated as a “Secured Hedge Bank” by written notice executed by the Borrower and such counterparty to the Administrative Agent in a form reasonably acceptable to the Administrative Agent, in each case, for which such Loan Party agrees to provide security and in each case that has been designated to the Administrative Agent in writing by the Borrower as being a Secured Hedging Obligation for purposes of the Loan Documents, it being understood that each counterparty thereto shall be deemed (x) to appoint the Administrative Agent as its agent under the applicable Loan Documents and (y) to agree to be bound by the provisions of Article 8, Section 9.03 and Section 9.10 as if it were a Lender.

“Secured Obligations” means all Obligations, together with all Secured Hedging Obligations.

“Secured Parties” means (i) the Lenders, (ii) the Administrative Agent, (iii) each counterparty to a Hedge Agreement with a Loan Party the obligations under which constitute Secured Hedging Obligations,

(iv) the Arrangers, the First Amendment Arrangers (as defined in the First Amendment), the Second Amendment Arrangers (as defined in the Second Amendment), the Third Amendment Arranger (as defined in the Third Amendment), the Fourth Amendment Arrangers (as defined in the Fourth Amendment), the Fifth Amendment Arrangers (as defined in the Fifth Amendment), the Sixth Amendment Arrangers (as defined in the Sixth Amendment), the Seventh Amendment Arrangers (as defined in the Seventh Amendment), the Tenth Amendment Arrangers (as defined in the Tenth Amendment), the Eleventh Amendment Arrangers and(as defined in the Eleventh Amendment), the Twelfth Amendment Arrangers (as defined in the Twelfth Amendment) and the Thirteenth Amendment Arrangers (as defined in the Thirteenth Amendment), and (v) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document.

“Securities” means any stock, shares, units, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing; provided that “Securities” shall not include any earn-out agreement or obligation or any employee bonus or other incentive compensation plan or agreement.

“Securities Act” means the Securities Act of 1933 and the rules and regulations of the SEC promulgated thereunder.

“Securitization Assets” means the accounts receivable, royalty or other revenue streams and other rights to payment subject to a Qualified Securitization Financing and the proceeds thereof.

“Securitization Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with, any Qualified Securitization Financing.

“Securitization Financing” means any transaction or series of transactions that may be entered into by the Borrower or any of its Subsidiaries pursuant to which the Borrower or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case of a transfer by the Borrower or any of its Subsidiaries) or (b) any other Person (in the case of a transfer by a Securitization Subsidiary), or may grant a security interest in, any Securitization Assets of the Borrower or any of its Subsidiaries, and any assets related thereto, including all collateral securing such Securitization Assets, all contracts and all guarantees or other obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization Assets.

“Securitization Repurchase Obligation” means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a Standard Securitization Undertaking, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Securitization Subsidiary” means a wholly owned Subsidiary of the Borrower (or another Person formed for the purposes of engaging in a Qualified Securitization Financing in which the Borrower or any Subsidiary of the Borrower makes an Investment and to which the Borrower or any Subsidiary of the Borrower transfers Securitization Assets and related assets) that engages in no activities other than in

connection with the financing of Securitization Assets of the Borrower or its Subsidiaries, all proceeds thereof and all rights (contingent and other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the board of directors of the Borrower or such other Person (as provided below) as a Securitization Subsidiary and (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Borrower or any other Subsidiary of the Borrower, other than another Securitization Subsidiary (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Borrower or any other Subsidiary of the Borrower, other than another Securitization Subsidiary, in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of the Borrower or any other Subsidiary of the Borrower, other than another Securitization Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which none of the Borrower or any other Subsidiary of the Borrower, other than another Securitization Subsidiary, has any material contract, agreement, arrangement or understanding other than on terms which the Borrower reasonably believes to be no less favorable to the Borrower or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Borrower and (c) to which none of the Borrower or any other Subsidiary of the Borrower, other than another Securitization Subsidiary, has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the board of directors of the Borrower or such other Person shall be evidenced to the Administrative Agent by delivery to the Administrative Agent of a certified copy of the resolution of the board of directors of the Borrower or such other Person giving effect to such designation and a certificate executed by a Responsible Officer certifying that such designation complied with the foregoing conditions.

“Security Agreement” means the Pledge and Security Agreement, substantially in the form of Exhibit M, among the Loan Parties and the Administrative Agent for the benefit of the Secured Parties.

“Senior Debt to Total Assets Ratio” means, at any date, the percentage obtained by dividing (i) Consolidated Senior Debt as of the last day of the most recently ended Test Period by (ii) Consolidated Total Assets as of the last day of the most recently ended Test Period.

“Seventh Amendment” means that certain Seventh Amendment to Term Loan Credit Agreement, dated as of November 4, 2022, among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent.

“Seventh Amendment Arranger” has the meaning assigned to such term in the Seventh Amendment.

“Seventh Amendment Effective Date” means November 4, 2022.

“Similar Business” means any Person the majority of the revenues of which are derived from, or the majority of operations relate to, a business that would be permitted by Section 6.10 if the references to “Restricted Subsidiaries” in Section 6.10 were read to refer to such Person.

“Sixth Amendment” means that certain Sixth Amendment to Term Loan Credit Agreement, dated as of May 9, 2022, among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent.

“Sixth Amendment Arranger” has the meaning assigned to such term in the Sixth Amendment.

“Sixth Amendment Effective Date” means May 9, 2022.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Determination Date” has the meaning specified in the definition of “Daily Simple SOFR”.

“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.

“SPC” has the meaning assigned to such term in Section 9.05(e).

“Specified Debt” has the meaning assigned to such term in the definition of “Permitted Earlier Maturity Indebtedness Exception.”

“Specified Representations” means the representations and warranties set forth in Sections 3.01(a)(i) (solely with respect to the Loan Parties), 3.02 (as it relates to the due authorization, execution, delivery and performance of the Loan Documents and the enforceability thereof), 3.03(b)(i), 3.08, 3.12, 3.14 (as it relates to the creation, validity and perfection of the security interests in the Collateral), 3.16, 3.17(a)(ii), 3.17(b) and 3.17(c) (solely as it relates to the use of proceeds in violation of FCPA).

“Sponsor” means, collectively, The Blackstone Group L.P., its controlled Affiliates and funds managed or advised by any of them or any of their respective controlled Affiliates, in each case, for the avoidance of doubt, other than any portfolio company of the foregoing and other than the Borrower or any of its Subsidiaries.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Borrower or any Subsidiary of the Borrower that are customary in a Securitization Financing.

“Subject Indebtedness” has the meaning assigned to such term in Section 1.10(f)(i).

“Subject Loans” has the meaning assigned to such term in Section 2.11(b)(ii).

“Subject Person” has the meaning assigned to such term in the definition of “Consolidated Net Income.”

“Subject Proceeds” has the meaning assigned to such term in Section 2.11(b)(ii).

“Subject Transaction” means (a) the Transactions, (b) any Permitted Acquisition or any other acquisition, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or any business line, unit or division of, any Person or of a majority of the outstanding Capital Stock of any Person (including (i) to the extent applicable, any Investment in (A) any Restricted Subsidiary the effect

of which is to increase the Borrower’s or any Restricted Subsidiary’s respective equity ownership in such Restricted Subsidiary or (B) any joint venture for the purpose of increasing the Borrower’s or its relevant Restricted Subsidiary’s ownership interest in such joint venture and (ii) and any transaction resulting in any Person that was not previously a Restricted Subsidiary becoming a Restricted Subsidiary or being merged, amalgamated or consolidated with or into the Borrower or a Restricted Subsidiary), in each case that is not prohibited by this Agreement, (c) any Disposition of all or substantially all of the assets or Capital Stock of any subsidiary (or any business unit, line of business or division of the Borrower or a Restricted Subsidiary) not prohibited by this Agreement, (d) the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 5.10 hereof, (e) any incurrence or repayment (or redemption, repurchase or other retirement) of Indebtedness and/or (f) any other event that by the terms of the Loan Documents requires pro forma compliance with a test or covenant hereunder or requires such test or covenant to be calculated on a pro forma basis.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of such Person or a combination thereof, in each case to the extent such entity’s financial results are required to be included in such Person’s consolidated financial statements under GAAP; provided that in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interests in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding. Unless otherwise specified, “Subsidiary” shall mean any Subsidiary of the Borrower.

“Subsidiary Guarantor” means (x) on the Closing Date, each Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary on the Closing Date) and (y) thereafter, each Subsidiary of the Borrower that becomes a guarantor of the Secured Obligations pursuant to the terms of this Agreement (including each Restricted Subsidiary that is a Discretionary Guarantor), in each case, until such time as the relevant Subsidiary is released from its obligations under the Loan Guaranty in accordance with the terms and provisions hereof.

“Successor Borrower” has the meaning assigned to such term in Section 6.07(a).

“Supported QFC” has the meaning assigned to it in Section 9.23.

“Swap Obligations” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Taxes” means all present and future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

"Tenth Amendment” means that certain Tenth Amendment to Term Loan Credit Agreement, dated as of December 10, 2024, among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent.

“Tenth Amendment Arranger” has the meaning assigned to such term in the Tenth Amendment.

“Tenth Amendment Effective Date” means December 10, 2024.

“Term B-2 Lender” means each Initial Term B-2 Lender and each Additional Term B-2 Lender.

“Term B-2 Loan Commitments” means the Initial Term B-2 Loan Commitments and the Additional Term B-2 Loan Commitments.

“Term B-2 Loans” means the Initial Term B-2 Loans and the Additional Term B-2 Loans. As of the Eleventh Amendment Effective Date, there are no Term B-2 Loans outstanding under this Agreement.

“Term B-3 Loans” means the Replacement Term B-3 Loans and the Incremental Term B-3 Loans; provided that, for the avoidance of doubt, the Replacement Term B-3 Loans and the Incremental Term B-3 Loans shall be treated as a single Class of Term B-3 Loans under this Agreement and the other Loan Documents. As of the Eleventh Amendment Effective Date, there are no Term B-3 Loans outstanding under this Agreement.

“Term B-4 Lender” means any Lender with a Term B-4 Loan Commitment or an outstanding Term B-4 Loan.

“Term B-4 Loan Commitments” means the Initial Term B-4 Loan Commitments and the Incremental Term B-4 Loan Commitments.

“Term B-4 Loans” means the Initial Term B-4 Loans and the Incremental Term B-4 Loans. As of the Twelfth Amendment Effective Date, after giving effect to the application of the proceeds of the Replacement Term B-7 Loans, there are no Term B-4 Loans outstanding under this Agreement.

“Term B-5 Lender” means any Lender with a Term B-5 Loan Commitment or an outstanding Term B-5 Loan.

“Term B-5 Loan Commitments” has the meaning assigned to such term in the Tenth Amendment.

“Term B-5 Loans” has the meaning assigned to such term in the Tenth Amendment. As of the Eleventh Amendment Effective Date, after giving effect to the application of the proceeds of the Term B-6 Loans, there are no Term B-5 Loans outstanding under this Agreement.

“Term B-6 Loans” means the Replacement Term B-6 Loans and the Incremental Term B-6 Loans; provided that, for the avoidance of doubt, the Replacement Term B-6 Loans and the Incremental Term B-6 Loans shall be treated as a single Class of Term B-6 Loans under this Agreement and the other Loan Documents.

“Term B-7 Lender” has the meaning assigned to such term in the Twelfth Amendment.

“Term B-7 Loan Commitment” has the meaning assigned to such term in the Twelfth Amendment.

“Term B-7 Loans” means the Replacement Term B-7 Loans and the Incremental Term B-7 Loans; provided that, for the avoidance of doubt, the Replacement Term B-7 Loans and the Incremental

Term B-7 Loans shall be treated as a single Class of Term B-7 Loans under this Agreement and the other Loan Documents.

“Term B-8 Loans” means the Replacement Term B-8 Loans and the Incremental Term B-8 Loans; provided that, for the avoidance of doubt, the Replacement Term B-8 Loans and the Incremental Term B-8 Loans shall be treated as a single Class of Term B-8 Loans under this Agreement and the other Loan Documents.

“Term Benchmark” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Term SOFR Rate.

“Term Commitment” means any Initial Term Loan Commitment, any 2019 Replacement Term Loan Commitment, any 2019 Incremental Term Loan Commitment, any Additional 2019 Incremental Term Loan Commitment, any Term B-2 Loan Commitment, any Replacement Term B-3 Loan Commitment, any Incremental Term B-3 Loan Commitment, any Term B-4 Loan Commitment, any Term B-5 Loan Commitment, any Replacement Term B-6 Commitment, any Incremental Term B-6 Commitment, any Replacement Term B-7 Commitment, any Incremental Term B-7 Commitment, any Replacement Term B-8 Loan Commitment, any Incremental Term B-8 Loan Commitment and any other Additional Term Loan Commitment.

“Term Facility” means the Term Loans provided to or for the benefit of the Borrower pursuant to the terms of this Agreement.

“Term Lender” means any Initial Term Lender, any 2019 Replacement Term Lender, any 2019 Incremental Term Lender, any Additional 2019 Incremental Term Lender, any Term B-2 Lender, any Replacement Term B-3 Lender, any Incremental Term B-3 Lender, any Term B-4 Lender, any Term B-5 Lender, any Replacement Term B-6 Lender, any Incremental Term B-6 Lender, any Replacement Term B-7 Lender, any Incremental Term B-7 Lender, any Replacement Term B-8 Lender, any Incremental Term B-8 Lender and any other Additional Term Lender.

“Term Loan” means, from and after the Thirteenth Amendment Effective Date, the Replacement Term B-6 Loans, the Incremental Term B-6 Loans, the Replacement Term B-7 Loans, the Incremental Term B-7 Loans, the Replacement Term B-8 Loans, the Incremental Term B-8 Loans and any other Additional Term Loans.

“Term Loan” means the Initial Term Loans and, from and after the First Amendment Effective Date, the 2019 Replacement Term Loans and the 2019 Incremental Term Loans, and, from and after the Second Amendment Effective Date, the Term B-2 Loans, and, from and after the Fourth Amendment Effective Date, the Additional 2019 New Term Loans, and, from and after the Fifth Amendment Effective Date, the Replacement Term B-3 Loans and the Incremental Term B-3 Loans, and, from and after the Sixth Amendment Effective Date, the Term B-4 Loans, and, from and after the Tenth Amendment Effective Date, the Term B-5 Loans, and, from and after the Eleventh Amendment Effective Date, the Replacement Term B-6 Loans and the Incremental Term B-6 Loans, and, from any after the Twelfth Amendment Effective Date, the Replacement Term B-7 Loans and the Incremental Term B-7 Loans and any other Additional Term Loans.

“Term SOFR Adjustment” means, solely with respect to the 2019 New Term Loans and the Term B-3 Loans, (a) in the case of an Interest Period that is one month in duration, a percentage equal to 0.11448% (11.448 basis points) per annum, (b) in the case of an Interest Period that is three months in duration, a percentage equal to 0.26161% (26.161 basis points) per annum and (c) in the case of an

Interest Period that is six months in duration, a percentage equal to 0.42826% (42.826 basis points) per annum.

“Term SOFR Determination Day” has the meaning assigned to it under the definition of “Term SOFR Reference Rate”.

“Term SOFR Rate” means, with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two (2) U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator; provided that, in no event shall the Term SOFR Rate for the Term B-6 Loans or, Term B-7 Loans or Term B-8 Loans be less than the Floor.

“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 p.m. (New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding Business Day is not more than five (5) Business Days prior to such Term SOFR Determination Day.

“Termination Date” has the meaning assigned to such term in the lead-in to Article 5.

“Test Period” means, as of any date, the period of four consecutive Fiscal Quarters then most recently ended for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered).

“Third Amendment” means that certain Third Amendment to Term Loan Credit Agreement, dated as of June 11, 2020, among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent.

“Third Amendment Arranger” has the meaning assigned to such term in the Third Amendment.Effective Date” means June 11, 2020.

“Thirteenth Amendment” means that certain Thirteenth Amendment to Term Loan Credit Agreement, dated as of December 19, 2025, among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent.

“ThirdThirteenth Amendment Effective Date” means June 11December 19, 20202025.

“Threshold Amount” means, at any date, the greater of (i) $50,000,000 and (ii) 0.35% of Consolidated Total Assets as of the last day of the most recently ended Test Period.

“Total Debt to Total Assets Ratio” means, at any date, the percentage obtained by dividing (i) Consolidated Total Debt as of the last day of the most recently ended Test Period by (ii) Consolidated Total Assets as of the last day of the most recently ended Test Period.

“Trademark” means the following: (a) all trademarks (including service marks), common law marks, trade names, trade dress, domain names and logos, slogans and other indicia of origin under the Requirements of Law of any jurisdiction in the world, and the registrations and applications for registration thereof and the goodwill of the business symbolized by the foregoing; (b) all renewals of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due or payable with respect thereto, including, without limitation, damages, claims, and payments for past and future infringements, dilutions or violations thereof; (d) all rights to sue for past, present, and future infringements, dilutions or violations of the foregoing, including the right to settle suits involving claims and demands for royalties owing; and (e) all domestic rights corresponding to any of the foregoing.

“Transaction Costs” means fees, premiums, expenses and other transaction costs (including original issue discount or upfront fees) payable or otherwise borne by the Borrower and/or its Subsidiaries in connection with the Transactions and the transactions contemplated thereby.

“Transactions” means, collectively, (a) the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party and the Borrowing of Loans hereunder on the Closing Date and (b) the payment of the Transaction Costs.

“Treasury Capital Stock” has the meaning assigned to such term in Section 6.04(a)(viii).

“Treasury Regulations” means the U.S. federal income tax regulations promulgated under the Code.

“Trust Account” means any accounts used solely to hold Trust Funds.

“Trust Funds” means, to the extent segregated from other assets of the Loan Parties in a segregated account that contains amounts comprised solely and exclusively of such Trust Funds, cash, cash equivalents or other assets comprised solely of (a) funds used for payroll and payroll taxes and other employee benefit payments to or for the benefit of such Loan Party’s employees, (b) all taxes required to be collected, remitted or withheld (including, without limitation, federal and state withholding taxes) and (c) any other funds which the Loan Parties hold in trust or as an escrow or fiduciary for another person, which is not a Loan Party or a Restricted Subsidiary.

"Twelfth Amendment” means that certain Twelfth Amendment to Term Loan Credit Agreement, dated as of August 6, 2025, among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent.

“Twelfth Amendment Arranger” has the meaning assigned to such term in the Twelfth Amendment.

“Twelfth Amendment Effective Date” means August 6, 2025.

“Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Term SOFR Rate, Daily Simple SOFR or the Alternate Base Rate.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required to be applied in connection with the creation or perfection of security interests.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unrestricted Subsidiary” means any Subsidiary of the Borrower that is listed on Schedule 5.10 hereto or designated by the Borrower as an Unrestricted Subsidiary after the Closing Date pursuant to Section 5.10.

“U.S.” means the United States of America.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Lender” means any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regimes” has the meaning assigned to it in Section 9.23.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.17(f).

“USA PATRIOT Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required scheduled payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness; provided that the effects of any Prepayments made on such Indebtedness shall be disregarded in making such calculation.

“Wholly-Owned Subsidiary” of any Person means a direct or indirect subsidiary of such Person, 100% of the Capital Stock or other ownership interests of which (other than directors’ qualifying shares or shares required by Requirements of Law to be owned by a resident of the relevant jurisdiction) shall be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

“Withdrawal Liability” means the liability to any Multiemployer Plan as the result of a “complete” or “partial” withdrawal by the Borrower or any Restricted Subsidiary or any ERISA Affiliate from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Section 1.02.Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., an “Initial Term Loan”) or by Type (e.g., a “Term Benchmark Loan” or an “ABR Loan”) or by Class and Type (e.g., a “Term Benchmark Term B-4 Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Term Loan Borrowing”) or by Type

(e.g., a “Term Benchmark Borrowing”) or by Class and Type (e.g., a “Term Benchmark Term Loan Borrowing”).

Section 1.03.Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein or in any Loan Document (including any Loan Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified or extended, replaced or refinanced (subject to any restrictions or qualifications on such amendments, restatements, amendment and restatements, supplements or modifications or extensions, replacements or refinancings set forth herein), (b) any reference to any Requirement of Law in any Loan Document shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Requirement of Law, (c) any reference herein or in any Loan Document to any Person shall be construed to include such Person’s successors and permitted assigns, (d) the words “herein,” “hereof” and “hereunder,” and words of similar import, when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision hereof, (e) all references herein or in any Loan Document to Articles, Sections, clauses, paragraphs, Exhibits and Schedules shall be construed to refer to Articles, Sections, clauses and paragraphs of, and Exhibits and Schedules to, such Loan Document, (f) in the computation of periods of time in any Loan Document from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” mean “to but excluding” and the word “through” means “to and including” and (g) the words “asset” and “property,” when used in any Loan Document, shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cash, securities, accounts and contract rights.

Section 1.04.Accounting Terms; GAAP.

(a)All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting nature that are used in calculating the Total Debt to Total Assets Ratio, the Senior Debt to Totals Assets Ratio or Consolidated Total Assets shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided that

(i)if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change becomes effective until such notice shall have been withdrawn or such provision shall have been amended in accordance herewith; provided, further, that if such an amendment is requested by the Borrower or the Required Lenders, then the Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof;

(ii)all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (A) any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value,” as defined therein and (B) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof; and

(iii)if the Borrower notifies the Administrative Agent that the Borrower is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS and after such conversion, the Borrower cannot elect to report under GAAP.

(b)[Reserved].

(c)Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Finance Lease,” regardless of GAAP as in effect at any applicable time, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Finance Leases in conformity with GAAP as in effect on January 1, 2018 shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

Section 1.05.[Reserved].

Section 1.06.Timing of Payment of Performance. When payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or required on a day which is not a Business Day, the date of such payment (other than as described in the definition of “Interest Period”) or performance shall extend to the immediately succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.

Section 1.07.Times of Day. Unless otherwise specified herein, all references herein to times of day shall be references to New York City time (daylight or standard, as applicable).

Section 1.08.Currency Equivalents Generally.

(a)With respect to amounts denominated in currencies other than Dollars:

(i)For purposes of any determination under Article 1, Article 5, Article 6 (other than Section 6.13(a) and the calculation of compliance with any financial ratio for purposes of taking any action hereunder) or Article 7 with respect to the amount of any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Affiliate transaction or other transaction, event or circumstance, or any determination under any other provision of this Agreement (any of the foregoing, a “specified transaction”), in a currency other than Dollars, the Dollar Equivalent amount of a specified transaction in a currency other than Dollars shall be determined by the Borrower in good faith; provided, that (A) if any Indebtedness is incurred (and, if applicable, associated Lien granted) to refinance or replace other Indebtedness denominated in

a currency other than Dollars, and the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if the Dollar Equivalent thereof were determined on the date of such refinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being refinanced or replaced, except by an amount equal to (x) unpaid accrued interest, penalties and premiums (including tender premiums) thereon plus reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such refinancing or replacement and the Indebtedness being refinanced or replaced, (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 6.01, and (B) for the avoidance of doubt, no Default or Event of Default shall occur or be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any specified transaction so long as such specified transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth above.

(ii)For purposes of Section 6.13(a) and the calculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable rate of currency exchange used in preparing the financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 3.04), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar Equivalent amount of such Indebtedness. Notwithstanding the foregoing or anything to the contrary herein, to the extent that the Borrower would not be in compliance with Section 6.13(a) if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable rate of currency exchange used in preparing the financial statements for the relevant Test Period, but would be in compliance with Section 6.13(a) if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant rate of currency exchange over such Test Period (taking into account the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar Equivalent amount of such Indebtedness), then, solely for purposes of compliance with Section 6.13(a), the Total Debt to Total Assets Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant rate of currency exchange.

(b)Each provision of this Agreement shall be subject to such reasonable changes of construction as agreed by the Administrative Agent and the Borrower to appropriately reflect a change in currency of any country and any relevant market convention or practice relating to such change in currency.

Section 1.09.Cashless Rollovers. Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, to the extent that any Lender extends the maturity date of, or replaces, renews or refinances, any of its then-existing Loans with Incremental Term Loans, Replacement Term Loans, Extended Term Loans or loans incurred under a new credit facility, in each case, to the extent such extension, replacement, renewal or refinancing is effected by means of a “cashless roll” by such Lender, such extension, replacement, renewal or refinancing shall be deemed to comply with any

requirement hereunder or any other Loan Document that such payment be made “in Dollars,” “in immediately available funds,” “in Cash” or any other similar requirement.

Section 1.10.Certain Calculations and Tests.

(a)Notwithstanding anything to the contrary herein, but subject to this Section 1.10, all financial ratios and tests (including the Total Debt to Total Assets Ratio, the Senior Debt to Total Assets Ratio and the amount of Consolidated Total Assets and the component definitions of any of the foregoing) contained in this Agreement shall be calculated with respect to any applicable Test Period to give effect to all Subject Transactions on a Pro Forma Basis that occurred on or after the first day of such Test Period and on or prior to the date of any required calculation of any financial ratio or test (which may be after the end of such Test Period); provided, that solely for purposes of calculating quarterly compliance with Section 6.13(a), no Subject Transaction occurring after the last day of the Test Period shall be taken into account or given pro forma effect.

(b)With respect to any Limited Condition Transaction, notwithstanding anything to the contrary in this Agreement:

(i)To the extent that the terms of this Agreement require (A) the making or accuracy of any representations and warranties (other than in connection with any acquisition or similar Investment, the Specified Representations as related thereto), (B) compliance with any Financial Incurrence Test (including, without limitation, Section 6.13(a) hereof, any Total Debt to Total Assets Ratio test or any Senior Debt to Totals Assets Ratio test), and/or any Basket expressed as a percentage of Consolidated Total Assets, (C) the absence of a Default or Event of Default (or any type of Default or Event of Default), (D) compliance with, or determination of availability under, any Basket (including any categories (or subcategories) or items (or sub-items) under Section 2.22, 6.01, 6.02, 6.04, 6.06, 6.07 or 6.09 or any applicable defined terms used in any of the foregoing, including any measured as a percentage of Consolidated Total Assets) or (E) compliance with, or satisfaction of, any other condition or requirement, in each case, in connection with any Limited Condition Transactions (or any actions and transactions in connection with any Limited Condition Transaction (including the incurrence of any Indebtedness (and related Liens) pursuant to Sections 2.22 and 6.01)) and any actions or transactions related thereto, determination of whether the relevant conditions or requirement described in subclauses (A) through (E) above (the “LCT Requirements”) are satisfied or complied with may be made, at the election of the Borrower (an “LCT Election”), on the date (the “LCT Test Date”) the definitive agreements for such Limited Condition Transaction is entered into (or, if applicable, the date of delivery of irrevocable notice (which may be conditional or subject to deferral) with respect to Indebtedness or declaration of a Restricted Payment).

(ii)If, after giving effect to the Limited Condition Transaction (any related actions and transactions, including the incurrence of any Indebtedness (and related Liens) pursuant to Sections 2.22 and 6.01 and the use of proceeds thereof and related Subject Transactions) and any related pro forma adjustments on a Pro Forma Basis, the Borrower or any of its Restricted Subsidiaries would have been permitted to take such actions or consummate such Limited Condition Transaction (and all related actions and transactions) on the relevant LCT Test Date in compliance with any applicable LCT Requirements, all applicable LCT Requirements shall be deemed to have been complied with (or satisfied) for all purposes and the Borrower and its Restricted Subsidiaries may consummate such Limited Condition Transaction and take or consummate all related actions and transactions at any time subsequent to the LCT Test Date regardless of whether any LCT Requirement determined or tested as of the LCT Test Date would

at any time subsequent to such LCT Test Date fail to be complied with or satisfied for any reason whatsoever (including due to the occurrence or existence of any event, fact or circumstance), and no Default or Event of Default shall be deemed to have occurred as a result of the consummation of such Limited Condition Transaction and taking or consummation of all related actions and transactions.

(iii)If internal financial statements of the Borrower of the type described in Section 5.01(a) or Section 5.01(b), as applicable, are available (as determined in good faith by the Borrower) or such financial statements have been delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable, (a) the Borrower may elect, in its sole discretion, to re-determine compliance with, or satisfaction of, all applicable LCT Requirements on the basis of such financial statements, in which case, such date of re-determination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, tests or baskets, and (b) except as contemplated in the foregoing clause (a), compliance with such ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date.

(iv)In calculating the availability under any ratio, test, basket, cap or threshold in connection with any action or transaction unrelated to such Limited Condition Transaction (including any other Limited Condition Transaction and related actions and transactions) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement, the notice redemption, purchase or repayment or the declaration for such Limited Condition Transaction is terminated, expires, passes or is revoked, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test, basket, cap or threshold shall be determined or tested giving pro forma effect to such Limited Condition Transaction (and related actions and transactions).

(c)For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.13(a) hereof, any Total Debt to Total Assets Ratio test, any Senior Debt to Total Assets Ratio test and/or the amount of Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (b) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall occur or be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after such calculation.

(d)Notwithstanding anything in this Agreement or any Loan Document to the contrary, in calculating any Non-Fixed Basket any (x) Indebtedness incurred to fund original issue discount and/or upfront fees with respect to Indebtedness incurred under an applicable Non-Fixed Basket or in a concurrent transaction, a single transaction or a series of related transactions with the amount incurred, or transaction entered into or consummated, under an applicable Non-Fixed Basket and (y) any amounts incurred, or transactions entered into or consummated, in reliance on a Fixed Basket (including the Free and Clear Incremental Amount) in a concurrent transaction, a single transaction or a series of related transactions with the amount incurred, or transaction entered into or consummated, under an applicable Non-Fixed Basket, in each case of the foregoing clauses (x) and (y), shall be disregarded in the calculation of such Non-Fixed Basket. For all purposes hereunder, (i) “Fixed Basket” shall mean any Basket that is subject to a fixed-dollar limit (including Baskets based on a percentage of Consolidated Total Assets), (ii) “Non-Fixed Basket” shall mean any Basket that is subject to compliance with a financial ratio or test (including, without limitation, the Financial Covenant, the Senior Debt to Total Assets Ratio and the Total Debt to Total Assets Ratio) (any such ratio or test, a “Financial Incurrence Test”) and (iii) “Basket” means any amount, threshold, exception or value (including by reference to the

Senior Debt to Total Assets Ratio, the Total Debt to Total Assets Ratio or Consolidated Total Assets) permitted or prescribed with respect to any Indebtedness (including any Incremental Facility, Incremental Term Loan or Incremental Equivalent Debt), Lien, Restricted Payment, Restricted Debt Payment, Burdensome Agreement, Investment, Disposition, Affiliate transaction or any transaction, action, judgment or amount under any provision in this Agreement or any other Loan Document.

(e)The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower dated such date prepared in accordance with GAAP. The increase in amounts secured by Liens by virtue of accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness, amortization of original issue discount and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Liens for purposes of Section 6.02.

(f)For purposes of determining at any time compliance with, or availability under, Section 2.22, 6.01, 6.02, 6.04, 6.06, 6.07 or 6.09 (including any applicable defined terms used therein):

(i)In the event that any Indebtedness (including any Incremental Facility, Incremental Term Loan or Incremental Equivalent Debt), Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Affiliate transaction or and any related transactions, as applicable, meets the criteria of more than one of the Baskets (including, without limitation, sub-clauses, sub-categories or sub-items) permitted pursuant to any clause of such Sections 2.22, 6.01 (other than Sections 6.01(a) with respect to the Initial Term Loans incurred on the Closing Date), 6.02 (other than Section 6.02(a) to the extent securing Initial Term Loans incurred on the Closing Date), 6.04, 6.06, 6.07 or 6.09 or in any defined term used in any of the foregoing, in each case, the Borrower, in its sole discretion, may, at any time and from time to time, divide, classify or reclassify such transaction or item (or portion thereof) under one or more Baskets of each such Section (and/or applicable defined terms) and will only be required to include the amount and type of such transaction (or portion thereof) in any one applicable Basket thereof; provided that, upon delivery of any financial statements pursuant to Section 5.01(a) or (b) following the initial incurrence of any portion of any Indebtedness (such portion of Indebtedness, the “Subject Indebtedness”) incurred under Section 6.01 (other than Section 6.01(a) with respect to the Initial Term Loans incurred on the Closing Date) or, with respect to any Incremental Facility, Incremental Term Loan or Incremental Equivalent Debt, incurred under the Non-Ratio Based Incremental Amount, if any such Subject Indebtedness could have been incurred under the Ratio Based Incremental Amount under the Incremental Cap, such Subject Indebtedness shall, unless otherwise elected by the Borrower, automatically be reclassified as incurred under the Ratio Based Incremental Amount (as provided in clause (iii) of the proviso in the definition of “Incremental Cap”).

(ii)It is understood and agreed that (A) any Indebtedness (including any Incremental Facility, Incremental Term Loan or Incremental Equivalent Debt), Lien, Restricted Payment, Restricted Debt Payment, Burdensome Agreement, Investment, Disposition, Affiliate transaction and any related transactions need not be permitted solely by reference to one category (or subcategory) or item (or sub-item) under Sections 2.22, 6.01, 6.02, 6.04, 6.05, 6.06, 6.07 or 6.09, respectively, or in any applicable defined terms used in any of the foregoing, but may instead be permitted in part under any combination thereof within the applicable Section and/or applicable defined terms and of any other available Basket and (B) the Borrower (x) shall in its sole discretion determine under which Baskets (including sub-categories and sub-items) such Indebtedness (including any Incremental Facility, Incremental Term Loan or Incremental

Equivalent Debt), Lien, Restricted Payment, Restricted Debt Payment, Burdensome Agreement, Investment, Disposition, Affiliate transaction and any related transactions (or, in each case, any portion thereof), as applicable, is permitted and (y) shall be permitted from time to time, in its sole discretion, to make any redetermination and/or to divide, re-divide, classify or reclassify under which Baskets (including sub-categories and sub-items) such Indebtedness (including any Incremental Facility, Incremental Term Loan or Incremental Equivalent Debt), Lien, Restricted Payment, Restricted Debt Payment, Burdensome Agreement, Investment, Disposition, Affiliate transaction and any related transaction is permitted, including reclassifying any utilization of Fixed Baskets as incurred under any available Non-Fixed Baskets, in each case, within the applicable Section and/or applicable defined terms. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date and if any such test would be satisfied in any subsequent fiscal quarter following the relevant date of determination, then such reclassification shall be deemed to have automatically occurred at such time. For the avoidance of doubt, the amount of any Lien, Indebtedness, Disqualified Stock, Disposition, Investment, Restricted Payment, Restricted Debt Payment, Burdensome Agreement, Affiliate transaction or other transaction, action, judgment or amount that shall be allocated to each such Basket shall be determined by the Borrower at the time of such division, classification, re-division or re-classification, as applicable.

(g)With respect to Designated Revolving Commitments (to the extent loans funded under such Designated Revolving Commitments would constitute Indebtedness) (including Designated Revolving Commitments established as Incremental Equivalent Debt) (i) except for purposes of determining the Net Proceeds Percentage and determining actual compliance with Section 6.13(a), such Designated Revolving Commitments will be deemed an incurrence of Indebtedness on the date of the establishment thereof and will be deemed outstanding for purposes of calculating the Senior Debt to Total Assets Ratio, the Total Debt to Total Assets Ratio and the availability of any baskets hereunder and (ii) commencing on the date such Designated Revolving Commitments are established after giving pro forma effect to the incurrence of the entire committed amount of the Indebtedness thereunder (but without netting any cash proceeds thereof), and so long as such incurrence is permitted hereunder on such date of establishment, such committed amount under such Designated Revolving Commitments may thereafter be borrowed (and reborrowed, if applicable), in whole or in part, from time to time, without further compliance with any basket or financial ratio or test under this Agreement.

(h)Interest on a Finance Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Financial Officer of the Borrower to be the rate of interest implicit in such Finance Lease Obligation in accordance with GAAP.

Section 1.11.Interest Rates; Benchmark Notification. The interest rate on a Term Loan may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 2.14(e) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to the administration, submission, performance or any other matter related to any interest rate used in this Agreement with respect to the Term Loans, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement with respect to the Term Loans or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement with respect to the Term Loans, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

ARTICLE 2

THE CREDITS

Section 2.01.Commitments.

(a) Subject to the terms and conditions set forth herein, each Initial Term Lender severally, and not jointly, agrees to make an Initial Term Loan to the Borrower on the Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed.

(b) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment or Incremental Facility Amendment, each Lender with an Additional Commitment of a given Class, severally and not jointly, agrees to make Additional Term Loans of such Class to the Borrower, which Loans shall not exceed for any such Lender at the time of any incurrence thereof the Additional Commitment of such Class of such Lender as set forth in the applicable Refinancing Amendment or Incremental Facility Amendment.

(c) Subject to and upon the terms and conditions set forth in the First Amendment, each 2019 Replacement Term Lender severally, and not jointly, agrees to make a 2019 Replacement Term Loan to the Borrower on the First Amendment Effective Date in Dollars in a principal amount not to exceed its 2019 Replacement Term Loan Commitment. Subject to and upon the terms and conditions set forth in the First Amendment, each 2019 Incremental Term Lender severally, and not jointly, agrees to make a 2019 Incremental Term Loan to the Borrower on the First Amendment Effective Date in Dollars in a principal amount not to exceed its 2019 Incremental Term Loan Commitment. Amounts paid or prepaid in respect of the 2019 Incremental Term Loans and 2019 Replacement Term Loans may not be reborrowed. For the avoidance of doubt, the 2019 Replacement Term Loans and 2019 Incremental Term Loans shall

constitute, and shall be treated as, a single Class of “2019 New Term Loans” and “Term Loans” under the Loan Documents.

(d) Subject to and upon the terms and conditions set forth in the Second Amendment, each Initial Term B-2 Lender severally, and not jointly, agrees to make an Initial Term B-2 Loan to the Borrower on the Second Amendment Effective Date in Dollars in a principal amount not to exceed its Initial Term B-2 Loan Commitment.

(e) Subject to and upon the terms and conditions set forth in the Third Amendment, each Additional Term B-2 Lender severally, and not jointly, agrees to make an Additional Term B-2 Loan to the Borrower on the Third Amendment Effective Date in Dollars in a principal amount not to exceed its Additional Term B-2 Loan Commitment. Each Additional Term B-2 Loan shall initially take the form of a pro rata increase in each outstanding Borrowing of Initial Term B-2 Loans on the Third Amendment Effective Date.

(f) Amounts paid or prepaid in respect of the Term B-2 Loans may not be reborrowed. For the avoidance of doubt, (x) the Term B-2 Loans shall constitute, and shall be treated as, a separate Class of “Term Loans” from the “2019 New Term Loans” under the Loan Documents and (y) the Initial Term B-2 Loans and the Additional Term B-2 Loans shall constitute, and shall be treated as, forming parts of the same Class of “Term Loans” under the Loan Documents.

(g) Subject to and upon the terms and conditions set forth in the Fourth Amendment, each Additional 2019 Incremental Term Lender severally, and not jointly, agrees to make an Additional 2019 New Term Loan to the Borrower on the Fourth Amendment Effective Date in Dollars in a principal amount not to exceed its Additional 2019 Incremental Term Loan Commitment. Each Additional 2019 New Term Loan shall initially take the form of a pro rata increase in each outstanding Borrowing of 2019 New Term Loans on the Fourth Amendment Effective Date. Amounts paid or prepaid in respect of the Additional 2019 New Term Loans may not be reborrowed. For the avoidance of doubt, the Additional 2019 New Term Loans shall constitute 2019 New Term Loans under the Loan Documents, and shall be treated as forming a single Class of Term Loans with the 2019 New Term Loans outstanding on the Fourth Amendment Effective Date immediately prior to giving effect to the Fourth Amendment.

(a)[Reserved].

(b)[Reserved].

(c)[Reserved].

(d)[Reserved].

(e)[Reserved].

(f)[Reserved].

(g)[Reserved].

(h)[Reserved].

(i)[Reserved].

(j)[Reserved].

(k)[Reserved].

(l)(h) Subject to and upon the terms and conditions set forth in the FifthEleventh Amendment, each Replacement Term B-3-6 Lender severally, and not jointly, agrees to make a Replacement Term B-3-6 Loan to the Borrower on the FifthEleventh Amendment Effective Date in Dollars in a principal amount not to exceed its Replacement Term B-3-6 Loan Commitment. Subject to and upon the terms and conditions set forth in the FifthEleventh Amendment, each Incremental Term B-3-6 Lender severally, and not jointly, agrees to make ana Incremental Term B-3-6 Loan to the Borrower on the FifthEleventh Amendment Effective Date in Dollars in a principal amount not to exceed its Incremental Term B-3-6 Loan Commitment. Amounts paid or prepaid in respect of the Incremental Term B-3 Loans and Replacement Term B-3-6 Loans and Incremental Term B-6 Loans may not be reborrowed. For the avoidance of doubt, the Replacement Term B-3-6 Loans and the Incremental Term B-3-6 Loans shall constitute, and shall be treated as, a single Classclass of “Term B-3-6 Loans” and “Term Loans” under the Loan Documents, and as a separate Class of “Term Loans” from the “Term B-7 Loans” and the “Term B-8 Loans” under the Loan Documents.

(i) Subject to and upon the terms and conditions set forth in the Sixth Amendment, each Term B-4 Lender severally, and not jointly, agrees to make an Initial Term B-4 Loan to the Borrower on the Sixth Amendment Effective Date in Dollars in a principal amount not to exceed its Initial Term B-4 Loan Commitment. Amounts paid or prepaid in respect of the Term B-4 Loans may not be reborrowed. For the avoidance of doubt, the Term B-4 Loans shall constitute, and shall be treated as, a separate Class of “Term Loans” from the “2019 New Term Loans”, the “Term B-3 Loans” , the “Term B-5 Loans”, the “Term B-6 Loans” and the “Term B-7 Loans” under the Loan Documents.

(j) Subject to and upon the terms and conditions set forth in the Seventh Amendment, each Incremental Term B-4 Lender severally, and not jointly, agrees to make an Incremental Term B-4 Loan to the Borrower on the Seventh Amendment Effective Date in Dollars in a principal amount not to exceed its Incremental Term B-4 Loan Commitment. Each Incremental Term B-4 Loan shall initially take the form of a pro rata increase in each outstanding Borrowing of Initial Term B-4 Loans on the Seventh Amendment Effective Date. For the avoidance of doubt, the Incremental Term B-4 Loans shall constitute Term B-4 Loans under the Loan Documents, and shall be treated as forming a single Class of Term Loans with the Initial Term B-4 Loans outstanding on the Seventh Amendment Effective Date immediately prior to giving effect to the Seventh Amendment.

(k) Subject to and upon the terms and conditions set forth in the Tenth Amendment, each Term B-5 Lender severally, and not jointly, agrees to make a Term B-5 Loan to the Borrower on the Tenth Amendment Effective Date in Dollars in a principal amount not to exceed its Term B-5 Loan Commitment. Amounts paid or prepaid in respect of the Term B-5 Loans may not be reborrowed. For the avoidance of doubt, the Term B-5 Loans shall constitute, and shall be treated as, a separate Class of “Term Loans” from the “2019 New Term Loans”, the “Term B-3 Loans” , the “Term B-4 Loans”, the “Term B-6 Loans” and the “Term B-7 Loans” under the Loan Documents.

(m)(l) Subject to and upon the terms and conditions set forth in the EleventhTwelfth Amendment, each Replacement Term B-6-7 Lender severally, and not jointly, agrees to make a Replacement Term B-6-7 Loan to the Borrower on the EleventhTwelfth Amendment Effective Date in Dollars in a principal amount not to exceed its Replacement Term B-6-7 Loan Commitment. Subject to and upon the terms and conditions set forth in the EleventhTwelfth Amendment, each Incremental Term B-6-7 Lender severally, and not jointly, agrees to make aan Incremental Term B-6-7 Loan to the

Borrower on the EleventhTwelfth Amendment Effective Date in Dollars in a principal amount not to exceed its Incremental Term B-6-7 Loan Commitment. Amounts paid or prepaid in respect of the Replacement Term B-6-7 Loans and Incremental Term B-6-7 Loans may not be reborrowed. For the avoidance of doubt, the Replacement Term B-6-7 Loans and Incremental Term B-6-7 Loans shall constitute, and shall be treated as, a single classClass of “Term B-6-7 Loans” and “Term Loans” under the Loan Documents, and as a separate Class of “Term Loans” from the “2019 New Term Loans”, the “Term B-3 Loans” , the “Term B-4 Loans”, the ”Term B-5Term B-6 Loans” and the “Term B-7-8 Loans” under the Loan Documents.

(n)(m) Subject to and upon the terms and conditions set forth in the TwelfthThirteenth Amendment, each Replacement Term B-7-8 Lender severally, and not jointly, agrees to make a Replacement Term B-7-8 Loan to the Borrower on the TwelfthThirteenth Amendment Effective Date in Dollars in a principal amount not to exceed its Replacement Term B-7-8 Loan Commitment. Subject to and upon the terms and conditions set forth in the TwelfthThirteenth Amendment, each Incremental Term B-7-8 Lender severally, and not jointly, agrees to make an Incremental Term B-7-8 Loan to the Borrower on the TwelfthThirteenth Amendment Effective Date in Dollars in a principal amount not to exceed its Incremental Term B-7-8 Loan Commitment. Amounts paid or prepaid in respect of the Replacement Term B-7-8 Loans and Incremental Term B-7 Loans may not be reborrowed. For the avoidance of doubt, the Replacement Term B-7-8 Loans and Incremental Term B-7-8 Loans shall constitute, and shall be treated as, a single Class of “Term B-7-8 Loans” and “Term Loans” under the Loan Documents, and as a separate Class of “Term Loans” from the “2019 New Term B-6 Loans”, the and “Term B-3-7 Loans” , the “Term B-4 Loans”, the ”Term B-5 Loans” and the “Term B-6 Loans” under the Loan Documents.

Section 2.02.Loans and Borrowings.

(a)Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class.

(b)Subject to Section 2.14, each Borrowing of 2019 New Term B-6 Loans, Term B-3-7 Loans, and Term B-4-8 Loans shall be comprised entirely of ABR Loans or Term Benchmark Loans, in each case, as the Borrower may request in accordance herewith. Each Lender at its option may make any Term Benchmark Loan or RFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement, (ii) such Loan shall be deemed to have been made and held by such Lender, and the obligation of the Borrower to repay such Loan shall nevertheless be to such Lender for the account of such domestic or foreign branch or Affiliate of such Lender and (iii) in exercising such option, such Lender shall use reasonable efforts to minimize increased costs to the Borrower resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply); provided, further, that no such domestic or foreign branch or Affiliate of such Lender shall be entitled to any greater indemnification under Section 2.17 in respect of any U.S. federal withholding tax with respect to such Loan than that to which the applicable Lender was entitled on the date on which such Loan was made (except in connection with any indemnification entitlement arising as a result of any Change in Law after the date on which such Loan was made).

(c)At the commencement of each Interest Period for any Term Benchmark Borrowing, such Borrowing shall comprise an aggregate principal amount that is an integral multiple of $50,000 and not less than $250,000. Each ABR Borrowing or RFR Borrowing when made shall be in a minimum principal

amount of $50,000 and in an integral multiple of $50,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of twelve Term Benchmark Borrowings or RFR Borrowings at any time outstanding (in each case, or such greater number as the Administrative Agent may agree from time to time).

(d)Notwithstanding any other provision of this Agreement, the Borrower shall not, nor shall it be entitled to, request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date applicable to the relevant Loans.

(e)Notwithstanding any other provision of this Agreement, and except as otherwise set forth in Section 2.14, there shall be no RFR Loans or RFR Borrowings prior to there being a Benchmark Transition Event that results in Daily Simple SOFR or Adjusted Daily Simple SOFR, as applicable, being the Benchmark Replacement in accordance with Sections 2.14(e) for Borrowings of 2019 New Term B-6 Loans, Term B-3-7 Loans, or Term B-4-8 Loans, as applicable.

Section 2.03.Requests for Borrowings. Each Term Loan Borrowing, each conversion of Term Loans from one Type to another, and each continuation of Term Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings to be made in connection with any acquisition, investment or irrevocable repayment or redemption of Indebtedness may be conditioned on the closing of such Permitted Acquisition, permitted Investment or permitted irrevocable repayment or redemption of Indebtedness). Each such notice must be in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (i) 1:00 p.m. three (3) Business Days prior to the requested day of any Borrowing, conversion or continuation of Term Benchmark Loans, (ii) 1:00 p.m. on the requested date of any Borrowing of ABR Loans and (iii) 11:00 a.m. five (5) Business Days prior to the requested day of any Borrowing of RFR Loans (or, in each case, such later time as is reasonably acceptable to the Administrative Agent).

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any Term Benchmark Borrowing or RFR Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.

Section 2.04.[Reserved].

Section 2.05.[Reserved].

Section 2.06.[Reserved].

Section 2.07.Funding of Borrowings.

(a)Each Lender shall make each Loan to be made by it hereunder not later than (i) 1:00 p.m., in the case of Term Benchmark Loans and RFR Loans, and (ii) 2:00 p.m., in the case of ABR Loans (or, in the case of ABR Loans requested after 11:00 a.m. but before 1:00 p.m. on the date of the applicable Borrowing, 4:00 p.m.), in each case on the Business Day specified in the applicable Borrowing Request by wire transfer of immediately available funds to the account of the Administrative Agent most recently

designated by it for such purpose by notice to the Lenders in an amount equal to such Lender’s respective Applicable Percentage. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to the account designated in the relevant Borrowing Request or as otherwise directed by the Borrower.

(b)Unless the Administrative Agent has received notice from any Lender that such Lender will not make available to the Administrative Agent such Lender’s share of any Borrowing prior to the proposed date of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if any Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand (without duplication) such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to Loans comprising such Borrowing at such time. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing and the obligation of the Borrower to repay the Administrative Agent such corresponding amount pursuant to this Section 2.07(b) shall cease. If the Borrower pays such amount to the Administrative Agent, the amount so paid shall constitute a repayment of such Borrowing by such amount. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower or any other Loan Party may have against any Lender as a result of any default by such Lender hereunder.

Section 2.08.Type; Interest Elections.

(a)Each Borrowing shall initially be of the Type specified in the applicable Borrowing Request and, in the case of any Term Benchmark Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, subject to the first sentence of Section 2.02(b), the Borrower may elect to convert any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a Term Benchmark Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing.

(b)To make an election pursuant to this Section, the Borrower shall deliver an Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower, of the applicable election to the Administrative Agent; provided that, in each case under this Section 2.08(b), such Interest Election Request must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (i) 1:00 p.m. three (3) Business Days prior to the requested day of any Borrowing, conversion or continuation of Term Benchmark Loans, (ii) 1:00 p.m. on the requested date of any Borrowing of ABR Loans and (iii) 11:00 a.m. five (5) Business Days prior to the requested day of any Borrowing of RFR Loans (or, in each case, such later time as is reasonably acceptable to the Administrative Agent).

If any such Interest Election Request requests a Term Benchmark Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration.

(c)Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(d)If the Borrower fails to deliver a timely Interest Election Request with respect to a Term Benchmark Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period to an ABR Borrowing. Notwithstanding anything to the contrary herein, if an Event of Default exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as such Event of Default exists (i) no outstanding Borrowing may be converted to or continued as a Term Benchmark Borrowing and (ii) unless repaid, each Term Benchmark Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.

Section 2.09.Termination of Commitments. Unless previously terminated, (i) the Initial Term Loan Commitments on the Closing Date shall automatically terminate upon the making of the Initial Term Loans on the Closing Date, (ii) the 2019 Replacement Term Loan Commitments on the First Amendment Effective Date shall automatically terminate upon the making of the 2019 Replacement Term Loans on the First Amendment Effective Date, (iii) the 2019 Incremental Term Loan Commitments on the First Amendment Effective Date shall automatically terminate upon the making of the 2019 Incremental Term Loans on the First Amendment Effective Date, (iv) the Initial Term B-2 Loan Commitments on the Second Amendment Effective Date shall automatically terminate upon the making of the Initial Term B-2 Loans on the Second Amendment Effective Date, (v) the Additional Term B-2 Loan Commitments on the Third Amendment Effective Date shall automatically terminate upon the making of the Additional Term B-2 Loans on the Third Amendment Effective Date, (vi) the Additional 2019 Incremental Term Loan Commitments on the Fourth Amendment Effective Date shall automatically terminate upon the making of the Additional 2019 New Term Loans on the Fourth Amendment Effective Date, (vii) the Replacement Term B-3 Loan Commitments on the Fifth Amendment Effective Date shall automatically terminate upon the making of the Replacement Term B-3 Loans on the Fifth Amendment Effective Date, (viii) the Incremental Term B-3 Loan Commitments on the Fifth Amendment Effective Date shall automatically terminate upon the making of the Incremental Term B-3 Loans on the Fifth Amendment Effective Date, (ix) the Initial Term B-4 Loan Commitments on the Sixth Amendment Effective Date shall automatically terminate upon the making of the Initial Term B-4 Loans on the Sixth Amendment Effective Date, (x) the Incremental Term B-4 Loan Commitments on the Seventh Amendment Effective Date shall automatically terminate upon the making of the Incremental Term B-4 Loans on the Seventh Amendment Effective Date, (xi) the Term B-5 Loan Commitments on the Tenth Amendment Effective Date shall automatically terminate upon the making of the Term B-5 Loans on the Tenth Amendment Effective Date, (xii) the Replacement Term B-6 Loan Commitments on the Eleventh Amendment Effective Date shall automatically terminate upon the making of the Replacement Term B-6 Loans on the Eleventh Amendment Effective Date, (xiiiii) the Incremental Term B-6 Loan Commitments on the Eleventh Amendment Effective Date shall automatically terminate upon the making of the Incremental Term B-6 Loans on the Eleventh Amendment Effective Date, (xiviii) the Replacement Term B-7 Loan Commitments on the Twelfth Amendment Effective Date shall automatically terminate upon the making of the Replacement Term B-7 Loans on the Twelfth Amendment Effective Date, (xviv) the Incremental Term B-7 Loan Commitments on the Twelfth Amendment Effective Date shall automatically terminate upon the making of the Incremental Term B-7 Loans on the Twelfth Amendment Effective Date, (v) the Replacement Term B-8 Loan Commitments on the Thirteenth Amendment Effective Date shall automatically terminate upon the making of the Replacement Term B-8 Loans on the Thirteenth Amendment Effective Date, (vi) the Incremental Term B-8 Loan Commitments on the Thirteenth Amendment Effective Date shall automatically terminate upon the making of the Incremental Term B-8 Loans on the Thirteenth Amendment Effective Date, and (xvivii) the Additional Term Loan Commitments of any Class shall automatically terminate upon the making of the Additional Term Loans of such Class and, if any such Additional Term Loan Commitment is not drawn on the date that such Additional Term Loan Commitment is required to be drawn pursuant to the applicable Refinancing Amendment or Incremental Facility Amendment, the undrawn amount thereof shall automatically terminate.

Section 2.10.Repayment of Loans; Evidence of Debt.

(a) (i)    [Reserved].

(ii)[Reserved].

(iii)(a) (i) The Borrower hereby unconditionally promises to repay the outstanding principal amount of the 2019 New Term B-7 Loans (including, for the avoidance of doubt, from and after the Fourth Amendment Effective Date, the Additional 2019 New Term Loans) to the

Administrative Agent for the account of each Term Lender (x) commencing MarchDecember 31, 20212025, on the last Business Day of each March, June, September and December (each such date being referred to as a “each Loan Installment Date”) prior to the Initial Term Loan Maturity Date of the Term B-7 Loans, in each case in an amount equal to 0.2531645570.25% of the principal amount of the 2019 New Term B-7 Loans outstanding on the FourthTwelfth Amendment Effective Date immediately after giving effect to the funding of the Additional 2019 New Term B-7 Loans (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with Section 2.11 and repurchases in accordance with Section 9.05(g) or increased as a result of any increase in the amount of such 2019 New Term B-7 Loans pursuant to Section 2.22(a)), and (y) on the Initial Term Loan Maturity Date of the Term B-7 Loans, in an amount equal to the remainder of the principal amount of the 2019 New Term B-7 Loans outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

(ii)    The Borrower hereby unconditionally promises to repay the outstanding principal amount of the Term B-3 Loans to the Administrative Agent for the account of each Term Lender (x) commencing June 30, 2021, on each Loan Installment Date prior to the Initial Term Loan Maturity Date, in each case in an amount equal to 0.25% of the original principal amount of the Term B-3 Loans (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with Section 2.11 and repurchases in accordance with Section 9.05(g) or increased as a result of any increase in the amount of such Term B-3 Loans pursuant to Section 2.22(a)), and (y) on the Initial Term Loan Maturity Date, in an amount equal to the remainder of the principal amount of the Term B-3 Loans outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

(iv)(iii)    The Borrower hereby unconditionally promises to repay the outstanding principal amount of the Term B-7-6 Loans to the Administrative Agent for the account of each Term Lender (x) commencing December 31on September 30, 2025, on each Loan Installment DateDay prior to the Maturity Date of the Term B-7-6 Loans, in each case in an amount equal to 0.25% of the principal amount of the Term B-7-6 Loans outstanding on the TwelfthEleventh Amendment Effective Date immediately after giving effect to the funding of the Term B-7-6 Loans (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with Section 2.11 and repurchases in accordance with Section 9.05(g) or increased as a result of any increase in the amount of such Term B-7-6 Loans pursuant to Section 2.22(a)), and (y) on the Maturity Date of the Term B-7-6 Loans, in an amount equal to the remainder of the principal amount of the Term B-7-6 Loans outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excludingexcluded the date of such payment.

(v)(iv)    The Borrower hereby unconditionally promises to repay the outstanding principal amount of the Term B-6-8 Loans to the Administrative Agent for the account of each Term Lender (x) commencing on September 30March 31, 20252026, on each Loan Installment Day prior to the Maturity Date of the Term B-6-8 Loans, in each case in an amount equal to 0.25% of the principal amount of the Term B-6-8 Loans outstanding on the EleventhThirteenth Amendment Effective Date immediately after giving effect to the funding of the Term B-6-8 Loans (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with Section 2.11 and repurchases in accordance with Section 9.05(g) or increased as a result of any increase in the amount of such Term B-6-8 Loans pursuant to Section 2.22(a), and (y) on the Maturity Date of the Term B-6-8 Loans, in an amount equal to the

remainder of the Term B-6-8 Loans outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluded the date of such payment.

(vi)(v)     The Borrower shall repay the Additional Term Loans of any Class in such scheduled amortization installments and on such date or dates as shall be specified therefor in the applicable Refinancing Amendment, Incremental Facility Agreement or Extension Amendment (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with Section 2.11 or repurchases in accordance with Section 9.05(g) or increased as a result of any increase in the amount of such Additional Term Loans of such Class pursuant to Section 2.22(a)).

(b)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c)The Administrative Agent shall maintain the Register in accordance with Section 9.05(b)(iv), and shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d)The entries made in the accounts maintained pursuant to paragraphs (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein (absent manifest error); provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any manifest error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the accounts maintained by the Administrative Agent pursuant to paragraph (c) of this Section and any Lender’s records, the accounts of the Administrative Agent shall govern.

(e)Any Lender may request that any Loan made by it be evidenced by a Promissory Note. In such event, the Borrower shall prepare, execute and deliver a Promissory Note to such Lender payable to such Lender and its registered assigns; it being understood and agreed that such Lender (and/or its applicable assign) shall be required to return such Promissory Note to the Borrower in accordance with Section 9.05(b)(iii) and upon the occurrence of the Termination Date (or as promptly thereafter as practicable). If any Lender loses the original copy of its Promissory Note, it shall execute an affidavit of loss containing an indemnification provision reasonably satisfactory to the Borrower.

Section 2.11.Prepayment of Loans.

(a)Optional Prepayments.

(i)    Upon prior notice in accordance with paragraph (a)(ii) of this Section, the Borrower shall have the right at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Borrower in its sole discretion) in whole or in part without premium or penalty (but subject (A) in the case of Borrowings of Term B-4 Loans only, to Section 2.12(c) and (B) if applicable, to Section 2.16). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages of the relevant Class.

(ii)    The Borrower shall notify the Administrative Agent in writing of any prepayment under this Section 2.11(a) (x) in the case of any prepayment of a Term Benchmark Borrowing, not later than 2:00 p.m. three (3) Business Days before the date of prepayment, (y) in the case of any prepayment of an ABR Borrowing, not later than 1:00 p.m. on the day of prepayment or (z) in the case of any prepayment of an RFR Borrowing, not later than 11:00 a.m. five (5) Business Days before the date of prepayment (or, in each case, such later time as to which the Administrative Agent may reasonably agree). Each such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof or each relevant Class to be prepaid; provided that any notice of prepayment delivered by the Borrower may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to any Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of a Borrowing of the same Type and Class as provided in Section 2.02(c), or such lesser amount that is then outstanding with respect to such Borrowing being repaid (and in increments of $100,000 in excess thereof or such lesser incremental amount that is then outstanding with respect to such Borrowing being repaid). Each prepayment of Term Loans shall be applied to the Class or Classes of Term Loans specified in the applicable prepayment notice and consistent with the requirements hereof, and each prepayment of Term Loans of such Class or Classes made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class or Classes in the manner specified by the Borrower or, in the absence of any such specification on or prior to the date of the relevant optional prepayment, in direct order of maturity.

(b)Mandatory Prepayments.

(i)    [Reserved].

(ii)    No later than the fifth Business Day following the receipt of Net Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds, in each case, in excess of $15,000,000 in any Fiscal Year, the Borrower shall apply an amount equal to 100% (such percentage, as it may be reduced as described below, the “Net Proceeds Percentage”) of the Net Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such threshold (collectively, the “Subject Proceeds”) to prepay the outstanding principal amount of Term Loans then subject to prepayment requirements (the “Subject Loans”) in accordance with clause (vi) below; provided that (A) so long as the Borrower does not notify the Administrative Agent in writing prior to the date any such prepayment is required to be made that it does not intend to (I) reinvest (including to make capital expenditures) the Subject Proceeds in the business (other than Cash or Cash Equivalents) (including, without limitation, investments in CRE Finance Assets and Real Estate Investments) of the Borrower or any of its Restricted Subsidiaries, then, the Borrower shall not be required to make a mandatory prepayment under this clause (ii) in respect of the Subject Proceeds to the extent (x) the Subject Proceeds are so reinvested within eighteen (18) months following receipt thereof, or (y) the Borrower or any of its Restricted Subsidiaries has committed to so reinvest the Subject Proceeds during such eighteen (18)-month period and the Subject Proceeds are so reinvested within 180 days after the expiration of such eighteen (18)-month period (it being understood that if the Subject Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the Subject Loans with the amount of Subject Proceeds not so reinvested as set forth above in this clause (I)) (provided that, with respect to this clause (I), at the Borrower’s election by written notice to the Administrative Agent, expenditures and investments occurring prior to receipt of the relevant Subject Proceeds (and not otherwise applied in respect of any other prepayment required by this clause (ii)), but after the definitive agreement governing the transaction from which such Subject Proceeds were generated was entered into,

may be deemed to have been reinvested after receipt of such Subject Proceeds) or (II) apply the Subject Proceeds to prepay amounts outstanding under any (x) Asset Financing Facility secured directly or indirectly by CRE Finance Assets or any (y) CRE Financing, then, the Borrower shall not be required to make a mandatory prepayment under this clause (ii) in respect of the Subject Proceeds to the extent the Subject Proceeds are so applied within eighteen (18) months following receipt thereof (it being understood that if the Subject Proceeds have not been so applied prior to the expiration of the applicable period, the Borrower shall promptly prepay the Subject Loans with the amount of Subject Proceeds not so applied to repay such amounts as set forth above in this clause (II)) and (B) if, at the time that any such prepayment would be required hereunder, the Borrower or any of its Restricted Subsidiaries is required to Prepay any other Indebtedness that is secured on a pari passu basis with the Obligations by the documentation governing such other Indebtedness (such other Indebtedness, “Other Applicable Indebtedness”), then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the Prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in accordance with the terms hereof, and the amount of the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.11(b)(ii) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness Prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Subject Loans to the extent required in accordance with the terms of this Section 2.11(b)(ii). Notwithstanding the foregoing, (x) the Net Proceeds Percentage shall be 50.0% if the Senior Debt to Total Assets Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 70.0% and greater than 64.5% (with the Net Proceeds Percentage being calculated after giving pro forma effect to such prepayment at a rate of 100.0%), (y) the Net Proceeds Percentage shall be 25.0% if the Senior Debt to Total Assets Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 64.5% and greater than 60.0% (with the Net Proceeds Percentage being calculated after giving pro forma effect to such prepayment at a rate of 50.0%) and (z) the Net Proceeds Percentage shall be 0.0% if the Senior Debt to Total Assets Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 60.0% (with the Net Proceeds Percentage being calculated after giving pro forma effect to such prepayment at a rate of 25.0%).

(iii)    In the event that the Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by the Borrower or any of its Restricted Subsidiaries (other than Indebtedness that is permitted to be incurred under Section 6.01, except to the extent the relevant Indebtedness constitutes (A) Refinancing Indebtedness (including Replacement Notes) incurred to refinance all or a portion of any Class of Term Loans pursuant to Section 6.01(p), (B) Incremental Term Loans incurred to refinance all or a portion of any Class of Term Loans pursuant to Section 2.22, (C) Replacement Term Loans incurred to refinance all or any portion of any Class of Term Loans in accordance with the requirements of Section 9.02(c) and/or (D) Incremental Equivalent Debt incurred to refinance all or a portion of any Class of Term Loans in accordance with the requirements of Section 6.01(z), in each case to the extent required by the terms hereof or thereof to prepay or offer to prepay such Indebtedness), the Borrower shall, promptly upon (and in any event not later than two (2) Business Days thereafter) the receipt thereof of such Net Proceeds by the Borrower or its applicable Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay the outstanding principal amount of the relevant Class or Classes of Term Loans in accordance with clause (vi) below.

(iv)    Notwithstanding anything in this Section 2.11(b) to the contrary:

(A)the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Section 2.11(b)(ii) above to the extent that the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary or the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary, as the case may be, for so long as the repatriation to the Borrower of any such amount would be prohibited or delayed under any Requirement of Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal, civil or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (it being agreed that, solely within 365 days following the event giving rise to the relevant Subject Proceeds, the Borrower shall take all commercially reasonable actions required by applicable Requirements of Law to permit such repatriation) (it being understood that if the repatriation of the relevant Subject Proceeds is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal, civil or criminal liability for the Persons described above, in either case, an amount equal to such Subject Proceeds will be promptly applied (net of additional Taxes that would be payable or reserved against as a result of repatriating such amounts) to the repayment of the applicable Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv))),

(B)the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Section 2.11(b)(ii) to the extent that the relevant Subject Proceeds are received by any joint venture, in each case, solely with respect to any joint venture that is a Restricted Subsidiary, for so long as the distribution to the Borrower of such Subject Proceeds would be prohibited under the Organizational Documents governing such joint venture by any provision not entered into in contemplation of the Closing Date or of receipt of such Subject Proceeds; it being understood that if the relevant prohibition ceases to exist, the relevant joint venture that is a Restricted Subsidiary will promptly distribute the relevant Subject Proceeds, and the distributed Subject Proceeds will be promptly (and in any event not later than two (2) Business Days after such distribution) applied to the repayment of the applicable Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), and

(C)to the extent that the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary or the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary, if the Borrower determines in good faith that the repatriation (or other intercompany distribution) to the Borrower, directly or indirectly, from a Foreign Subsidiary as a distribution or dividend of any amounts required to mandatorily prepay the Term Loans pursuant to Section 2.11(b)(ii) above would result in a material adverse Tax liability (taking into account any withholding Tax) (the amount attributable to such Foreign Subsidiary, a “Restricted Amount”), the amount that the Borrower shall be required to mandatorily prepay pursuant to Section 2.11(b)(ii) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation (or other intercompany distribution) of the relevant Subject Proceeds, directly or indirectly, from the relevant Foreign Subsidiary would no longer have a material adverse tax consequence within the 365 day period following the event giving rise to the relevant Subject Proceeds, an amount equal to the Subject Proceeds to the extent available, and not previously applied pursuant to this clause (C), shall be promptly applied to the repayment of the applicable Term Loans pursuant to Section 2.11(b) as otherwise required above;

(v)    Any Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to Section 2.11(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds may be retained by the Borrower; provided that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(b)(iii) above to the extent that such prepayment is made with the Net Proceeds of (w) Refinancing Indebtedness (including Replacement Notes) incurred to refinance all or a portion of the Term Loans pursuant to Section 6.01(p), (x) Incremental Term Loans incurred to refinance all or a portion of the Term Loans pursuant to Section 2.22, (y) Replacement Term Loans incurred to refinance all or any portion of the Term Loans in accordance with the requirements of Section 9.02(c), and/or (z) Incremental Equivalent Debt incurred to refinance all or a portion of the Term Loans in accordance with the requirements of Section 6.01(z). If any Lender fails to deliver a notice to the Administrative Agent of its election to decline receipt of its Applicable Percentage of any mandatory prepayment within the time frame specified by the Administrative Agent, such failure will be deemed to constitute an acceptance of such Lender’s pro rata share of the total amount of such mandatory prepayment of Term Loans.

(vi)    Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any Refinancing Amendment, any Incremental Facility Amendment or any Extension Amendment or the definitive documentation governing any Replacement Notes (provided, that such Refinancing Amendment, Incremental Facility Amendment or Extension Amendment may not provide that the applicable Class of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to this Section 2.11(b) than would otherwise be permitted by this Agreement), in each case effectuated or issued in a manner consistent with this Agreement, each mandatory prepayment of applicable Term Loans pursuant to this Section 2.11(b) shall be applied ratably to each Class and Type of Term Loans then outstanding which is pari passu with the 2019 New Term B-6 Loans, the Term B-3-7 Loans and/or the Term B-4-8 Loans in right of payment and with respect to security (provided that any prepayment of applicable Term Loans with the Net Proceeds of any Refinancing Indebtedness, Incremental Facility or Replacement Term Loans shall be applied to the applicable Class and Type of Term Loans being refinanced or replaced). With respect to each relevant Class and Type of Term Loans, all accepted prepayments under this Section 2.11(b) shall be applied against the remaining scheduled installments of principal due in respect of such Term Loans as directed by the Borrower (or, in the absence of direction from the Borrower, to the remaining scheduled amortization payments in respect of such Term Loans in direct order of maturity provided that such prepayments may not be directed to a later maturing Class of Term Loans without at least a pro rata repayment of any earlier maturing Classes of Term Loans), and each such prepayment shall be paid to the applicable Term Lenders in accordance with their respective Applicable Percentage of the applicable Class.

(vii)    Prepayments made under this Section 2.11(b) shall be (A) accompanied by accrued interest as required by Section 2.13, (B) subject to Section 2.16 and (C) in the case of prepayments of Term B-4-6 Loans, Term B-7 Loans or Term B-8 Loans under clause (iii) above that constitute a Repricing Transaction, subject to Section 2.12(c), (d) or (e), to the extent applicable, but shall otherwise be without premium or penalty.

Section 2.12.Fees.

(a)The Borrower agrees to pay to the Administrative Agent, for its own account, the annual administration fee separately agreed in writing between the Borrower and JPMCB.

(b)All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent. Fees paid shall not be refundable under any circumstances

except, as to the annual administration fee payable to the Administrative Agent, as otherwise provided in the written agreement referred to in clause (a) above. Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date.

(c)In the event that, on or prior to the date that is six (6) months after the Eleventh Amendment Effective Date, the Borrower (i) prepays, repays, refinances, substitutes or replaces any Term B-6 Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to Section 2.11(b)(iii) that constitutes a Repricing Transaction), or (ii) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders, (A) in the case of clause (i), a premium of 1.00% of the aggregate principal amount of the Term B-6 Loans so prepaid, repaid, refinanced, substituted or replaced and (B) in the case of clause (ii), a fee equal to 1.00% of the aggregate principal amount of the Term B-6 Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six (6) months after the Eleventh Amendment Effective Date, all or any portion of the Term B-6 Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to Section 2.19(b)(iv) in connection with such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment that constitutes, and which actually and directly results in, a Repricing Transaction, such prepayment, repayment, refinancing, substitution or replacement will be made at 101.00% of the principal amount so prepaid, repaid, refinanced, substituted or replaced.

(d)In the event that, on or prior to the date that is six (6) months after the Twelfth Amendment Effective Date, the Borrower (i) prepays, repays, refinances, substitutes or replaces any Term B-7 Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to Section 2.11(b)(iii) that constitutes a Repricing Transaction), or (ii) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders, (A) in the case of clause (i), a premium of 1.00% of the aggregate principal amount of the Term B-7 Loans so prepaid, repaid, refinanced, substituted or replaced and (B) in the case of clause (ii), a fee equal to 1.00% of the aggregate principal amount of the Term B-7 Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six (6) months after the Twelfth Amendment Effective Date, all or any portion of the Term B-7 Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to Section 2.19(b)(iv) in connection with such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment that constitutes, and which actually and directly results in, a Repricing Transaction, such prepayment, repayment, refinancing, substitution or replacement will be made at 101.00% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction.

(e)In the event that, on or prior to the date that is six (6) months after the Thirteenth Amendment Effective Date, the Borrower (i) prepays, repays, refinances, substitutes or replaces any Term B-8 Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to Section 2.11(b)(iii) that constitutes a Repricing Transaction), or (ii) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders, (A) in the case of clause (i), a premium of 1.00% of the aggregate principal amount of the Term B-8 Loans so prepaid, repaid, refinanced, substituted or replaced and (B) in the case of clause (ii), a fee equal to 1.00% of the aggregate principal amount of the Term B-8 Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment. If, on or prior to the date that is six (6) months after the Thirteenth Amendment Effective Date, all or any portion of the

Term B-8 Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to Section 2.19(b)(iv) in connection with such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment that constitutes, and which actually and directly results in, a Repricing Transaction, such prepayment, repayment, refinancing, substitution or replacement will be made at 101.00% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction.

(f)(d) Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of a fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Section 2.13.Interest.

(a)The Term Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b)[Reserved].

(c)The Term Loans comprising each Term Benchmark Borrowing of Term B-6 Loans or, Term B-7 Loans or Term B-8 Loans shall bear interest at the Term SOFR Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate. The Term Loans comprising each Term Benchmark Borrowing of 2019 New Term Loans or Term B-3 Loans shall bear interest at the Adjusted Term SOFR Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(d)The Term Loans comprising each RFR Borrowing of Term B-6 Loans or, Term B-7 Loans or Term B-8 Loans shall bear interest at a rate per annum equal to Daily Simple SOFR plus the Applicable Rate. The Term Loans comprising each RFR Borrowing of 2019 New Term Loans or Term B-3 Loans shall bear interest at the Adjusted Daily Simple SOFR plus the Applicable Rate.

(e)Notwithstanding the foregoing but in all cases subject to Section 9.05(f), if any principal of or interest on any Term Loan or any fee payable by the Borrower hereunder is not, in each case, paid or reimbursed when due, whether at stated maturity, upon acceleration or otherwise, the relevant overdue amount shall bear interest, to the fullest extent permitted by applicable Requirements of Law, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal or interest of any Term Loan, 2.00% plus the rate otherwise applicable to such Term Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to Term Loans that are ABR Loans as provided in paragraph (a) of this Section; provided that no amount shall accrue pursuant to this Section 2.13(e) on any overdue amount or other amount payable to a Defaulting Lender so long as such Lender is a Defaulting Lender.

(f)Accrued interest on each Term Loan shall be payable in arrears on each Interest Payment Date for such Term Loan and on the Maturity Date applicable to such Loan; provided that (A) interest accrued pursuant to paragraph (e) of this Section shall be payable on demand, (B) in the event of any repayment or prepayment of any Term Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (C) in the event of any conversion of any Term Benchmark Loan prior to the end of the current Interest Period therefor, accrued interest on such Term Loan shall be payable on the effective date of such conversion.

(g)All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Term SOFR Rate, Adjusted Term SOFR Rate, Daily Simple SOFR or Adjusted or Daily Simple SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. Interest shall accrue on each Loan for the day on which the Loan is made and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall bear interest for one day.

Section 2.14.Alternate Rate of Interest.

(a) [Reserved].

(b) [Reserved].

(c) [Reserved].

(d) Subject to clauses (e) – (i) of this Section 2.14, if:

(i)the Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Term SOFR Rate (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Daily Simple SOFR; or

(ii)the Administrative Agent is advised by the Required Lenders of the affected Classes that (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, the Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period or (B) at any time, Daily Simple SOFR will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of Section 2.03, (1) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for (x) an RFR Borrowing so long as Daily Simple SOFR is not also the subject of Section 2.14(d)(i) or (ii) above or (y) an ABR Borrowing if Daily Simple SOFR also is the subject of Section 2.14(d)(i) or (ii) above and (2) any Borrowing Request that requests an RFR Borrowing shall instead be deemed to be a Borrowing Request for an ABR Borrowing. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.14(d) with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until (x) the Administrative Agent notifies

the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of Section 2.03, (1) any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing so long as Daily Simple SOFR is not also the subject of Section 2.14(d)(i) or (ii) above or (y) an ABR Loan if Daily Simple SOFR also is the subject of Section 2.14(d)(i) or (ii) above, on such day, and (2) any RFR Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute an ABR Loan.

(e) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.14(e)), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders of the affected Classes.

(f) Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(g) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (h) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to clauses (d) – (i) of this Section 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to clauses (d) – (i) of this Section 2.14.

(k) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as

selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(l) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (A) an RFR Borrowing so long as Daily Simple SOFR is not the subject of a Benchmark Transition Event or (B) an ABR Borrowing if Daily Simple SOFR is the subject of a Benchmark Transition Event. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to clauses (d) – (i) of this Section 2.14, (1) any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing so long as Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) an ABR Loan if Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute an ABR Loan.

Section 2.15.Increased Costs.

(a)If any Change in Law:

(i)imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender;

(ii)subject any Lender to any Taxes (other than (A) Indemnified Taxes and Other Taxes indemnifiable under Section 2.17 and (B) Excluded Taxes) on or with respect to its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)imposes on any Lender or the applicable offshore interbank market any other condition (other than Taxes) affecting this Agreement or Loans made by any Lender;

and the result of any of the foregoing is to increase the cost to the relevant Lender of making or maintaining any Term Benchmark Loan or RFR Loan (or of maintaining its obligation to make any such

Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) in respect of any Term Benchmark Loan or RFR Loan in an amount deemed by such Lender to be material, then, within thirty (30) days after the Borrower’s receipt of the certificate contemplated by paragraph (c) of this Section, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered; provided that the Borrower shall not be liable for such compensation if (x) the relevant Change in Law occurs on a date prior to the date such Lender becomes a party hereto, (y) such Lender invokes Section 2.20 or (z) in the case of requests for reimbursement under clause (iii) above resulting from a market disruption, (A) the relevant circumstances are not generally affecting the banking market or (B) the applicable request has not been made by Lenders constituting Required Lenders.

(b)If any Lender determines that any Change in Law regarding liquidity or capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law other than due to Taxes (taking into consideration such Lender’s policies of general applicability and the policies of general applicability of such Lender’s holding company with respect to capital adequacy), then within thirty (30) days of receipt by the Borrower of the certificate contemplated by paragraph (c) of this Section the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c)Any Lender requesting compensation under this Section 2.15 shall be required to deliver a certificate to the Borrower that (i) sets forth the amount or amounts necessary to compensate such Lender or the holding company thereof, as applicable, as specified in paragraph (a) or (b) of this Section, (ii) sets forth, in reasonable detail, the manner in which such amount or amounts were determined and (iii) certifies that such Lender is generally charging such amounts to similarly situated borrowers, which certificate shall be conclusive absent manifest error.

(d)Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided, however that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 2.16.Break Funding Payments. (a) Subject to Section 9.05(f), in the event of (a) the conversion or prepayment of any principal of any Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (whether voluntary, mandatory, automatic, by reason of acceleration or otherwise), (b) the failure to borrow, convert, continue or prepay any Term Benchmark Loan on the date or in the amount specified in any notice delivered pursuant hereto or (c) the assignment of any Term Benchmark Loan of any Lender other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense actually incurred by such Lender that is attributable to such event (other than loss of profit). In the case of a Term Benchmark Loan, the loss, cost or expense of any Lender (other than loss of profit) shall be the amount reasonably determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred at the Term SOFR Rate that would have been applicable to such Loan for the period from the date of such event to the last day of the then current

Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars of a comparable amount and period from other banks in the applicable interbank market; it being understood that such loss, cost or expense shall in any case exclude any interest rate floor and all administrative, processing or similar fees.

(b) Subject to Section 9.05(f), in the event of (i) the payment of any principal of any RFR Loan other than on the Interest Payment Date applicable thereto (whether voluntary, mandatory, automatic, by reason of acceleration or otherwise), (ii) the failure to borrow or prepay any RFR Loan on the date or in the amount specified in any notice delivered pursuant hereto or (iii) the assignment of any RFR Loan other than on the Interest Payment Date applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event.

(c) Any Lender requesting compensation under this Section 2.16 shall be required to deliver a certificate to the Borrower that (A) sets forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, the basis therefor and, in reasonable detail, the manner in which such amount or amounts were determined and (B) certifies that such Lender is generally charging the relevant amounts to similarly situated borrowers, which certificate shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

Section 2.17.Taxes.

(a)All payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable Requirements of Law. If any applicable Requirement of Law requires the deduction or withholding of any Tax in respect of any such payment, then (i) if such Tax is an Indemnified Tax and/or Other Tax, the amount payable by the applicable Loan Party shall be increased as necessary so that after all required deductions or withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) each Lender (or, in the case of any payment made to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the applicable withholding agent shall make such deductions and (iii) the applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Requirements of Law.

(b)In addition, without duplication of other amounts payable by the Borrower under Section 2.17, the Loan Parties shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Requirements of Law.

(c)The Borrower shall indemnify the Administrative Agent and each Lender within thirty (30) days after receipt of the certificate described in the succeeding sentence, for the full amount of any Indemnified Taxes or Other Taxes payable or paid by the Administrative Agent or such Lender, other than any penalties determined by a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of the Administrative Agent or such Lender as applicable (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and, in each case, any reasonable expenses arising therefrom or with respect thereto, whether or not correctly or legally imposed or asserted,

provided that if the Borrower reasonably believes that such Taxes were not correctly or legally asserted, the Administrative Agent or such Lender, as applicable, will, at the request of the Borrower, use reasonable efforts to cooperate with the Borrower to obtain a refund of such Taxes (which, if obtained, shall be repaid to the Borrower to the extent provided in Section 2.17(g)) so long as such efforts would not, in the sole determination of the Administrative Agent or such Lender, result in any additional out-of-pocket costs or expenses not reimbursed by such Loan Party or be otherwise materially disadvantageous to the Administrative Agent or such Lender. In connection with any request for reimbursement under this Section 2.17(c), the relevant Lender or the Administrative Agent, as applicable, shall deliver a certificate to the Borrower setting forth, in reasonable detail, the basis and calculation of the amount of the relevant payment or liability.

(d)[Reserved].

(e)As soon as practicable after any payment of any Taxes pursuant to this Section 2.17 by any Loan Party to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued, if any, by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment that is reasonably satisfactory to the Administrative Agent.

(f)Status of Lenders.

(i)Any Lender that is entitled to an exemption from or reduction of any withholding Tax with respect to any payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation as the Borrower or the Administrative Agent may reasonably request to permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Requirements of Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation provided to the Administrative Agent pursuant to this Section 2.17(f).

(ii)Without limiting the generality of the foregoing,

(A)each U.S. Lender shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), two (2) executed original copies of IRS Form W-9 (or any successor forms) certifying that such Lender is exempt from U.S. federal backup withholding;

(B)each Foreign Lender shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1)in the case of any Foreign Lender claiming the benefits of an income tax treaty to which the U.S. is a party, two (2) executed original copies of IRS

Form W-8BEN or W-8BEN-E, as applicable (or any successor forms, as applicable), establishing any available exemption from, or reduction of, U.S. federal withholding Tax;

(2)two (2) executed original copies of IRS Form W-8ECI (or any successor forms);

(3)in the case of any Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or 881(c) of the Code, (x) two (2) executed original copies of a certificate substantially in the form of Exhibit N-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and that no payments payable to such Lender are effectively connected with the conduct of a U.S. trade or business (a “U.S. Tax Compliance Certificate”) and (y) two (2) executed original copies of IRS Form W-8BEN or W-8BEN-E, as applicable (or any successor forms, as applicable); or

(4)to the extent any Foreign Lender is not the beneficial owner (e.g., where the Foreign Lender is a partnership or participating Lender), two (2) executed original copies of IRS Form W-8IMY (or any successor forms), accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit N-2, Exhibit N-3 or Exhibit N-4, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit N-3 on behalf of each such direct or indirect partner(s);

(C)each Foreign Lender shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), two (2) executed original copies of any other form prescribed by applicable Requirements of Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Requirements of Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)if a payment made to any Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by applicable Requirements of Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation as is prescribed by applicable Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender

has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment.

For the avoidance of doubt, if a Lender is an entity disregarded from its owner for U.S. federal income tax purposes, references to the foregoing documentation are intended to refer to documentation with respect to such Lender’s owner and, as applicable, such Lender.

Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect (including any specific documentation required above in this Section 2.17(f)), it shall deliver to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to do so.

Notwithstanding anything to the contrary in this Section 2.17(f), no Lender shall be required to provide any documentation that such Lender is not legally eligible to deliver.

(g)If the Administrative Agent or any Lender determines, in its sole discretion, exercised in good faith, that it has received a refund (whether received in cash or applied as a credit against any cash taxes of the same type payable) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.17, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.17 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender (including any Taxes imposed with respect to such refund), and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the Administrative Agent or any Lender be required to pay any amount to the Borrower pursuant to this paragraph (g) to the extent that the payment thereof would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the position that the Administrative Agent or such Lender would have been in if the Tax subject to indemnification had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 2.17 shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the relevant Loan Party or any other Person.

(h)Survival. Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(i)On or before the date the Administrative Agent becomes a party to this Agreement, the Administrative Agent shall deliver to Borrower whichever of the following is applicable: (i) if the Administrative Agent is a “United States person” within the meaning of Section 7701(a)(30) of the Code, two (2) executed original copies of IRS Form W-9 certifying that such Administrative Agent is exempt from U.S. federal backup withholding or (ii) if the Administrative Agent is not a “United States person” within the meaning of Section 7701(a)(30) of the Code, (A) with respect to payments received for its own

account, two (2) executed original copies of IRS Form W-8ECI and (B) with respect to payments received on account of any Lender, two (2) executed original copies of IRS Form W-8IMY (together with all required accompanying documentation) certifying that the Administrative Agent is a U.S. branch and may be treated as a United States person for purposes of applicable U.S. federal withholding Tax. At any time thereafter, the Administrative Agent shall provide updated documentation previously provided (or a successor form thereto) when any documentation previously delivered has expired or become obsolete or invalid or otherwise upon the reasonable request of the Borrower. Notwithstanding anything to the contrary in this Section 2.17(i), the Administrative Agent shall not be required to provide any documentation that the Administrative Agent is not legally eligible to deliver as a result of a Change in Law after the Closing Date.

Section 2.18.Payments Generally; Allocation of Proceeds; Sharing of Payments.

(a)Unless otherwise specified, the Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 3:00 p.m. on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated by the Administrative Agent to the Borrower, except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Person or Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. Except as provided in Sections 2.19(b) and 2.20, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Loans of a given Class and each conversion of any Borrowing to or continuation of any Borrowing as a Borrowing of any Type (and of the same Class) shall be allocated pro rata among the Lenders in accordance with their respective Applicable Percentages of the applicable Class. Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole Dollar amount. All payments hereunder shall be made in Dollars. Any payment required to be made by the Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such payment.

(b)Subject, if applicable, in all respects to the provisions of any Acceptable Intercreditor Agreements, all proceeds of Collateral received by the Administrative Agent while an Event of Default is continuing and all or any portion of the Loans have been accelerated hereunder pursuant to Section 7.01, shall be applied, first, to the payment of all costs and expenses then due incurred by the Administrative Agent in connection with any collection, sale or realization on Collateral or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of agents and legal counsel, the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document, second, on a pro rata basis, to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent (other than those covered in clause first above) from the Borrower constituting Secured Obligations, third, on a pro rata basis in accordance with the amounts of the Secured Obligations (other than contingent indemnification obligations for which no claim has yet been made) owed to the Secured Parties on the date of any such distribution, to the payment in full

of the Secured Obligations, and fourth, to, or at the direction of, the Borrower or as a court of competent jurisdiction may otherwise direct.

(c)If any Lender obtains payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) in respect of any principal of or interest on any of its Loans of any Class held by it resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans of such Class and accrued interest thereon than the proportion received by any other Lender with Loans of such Class, then the Lender receiving such greater proportion shall purchase (for Cash at face value) participations in the Loans of such Class and of other Lenders of such Class at such time outstanding to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans of such Class; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by any Lender as consideration for the assignment of or sale of a participation in any of its Loans to any permitted assignee or participant, including any payment made or deemed made in connection with Sections 2.22, 2.23, 9.02(c) and/or Section 9.05. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18(c) and will, in each case, notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.18(c) shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. For purposes of subclause (c) of the definition of “Excluded Taxes,” a Lender that acquires a participation pursuant to this Section 2.18(c) shall be treated as having acquired such participation on the earlier date(s) on which such Lender acquired the applicable interest(s) in the Commitment(s) and/or Loan(s) to which such participation relates.

(d)Unless the Administrative Agent has received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of any Lender hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lender the amount due. In such event, if the Borrower has not in fact made such payment, then each Lender severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e)If any Lender fails to make any payment required to be made by it pursuant to Section 2.07(b) or Section 2.18(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Section 2.19.Mitigation Obligations; Replacement of Lenders.

(a)If any Lender requests compensation under Section 2.15 or such Lender determines it can no longer make or maintain Term Benchmark Loans pursuant to Section 2.20, or any Loan Party is required to pay any additional amount to or indemnify any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder affected by such event, or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such Lender in any material respect. The Borrower hereby agrees to pay all reasonable documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)If (i) any Lender requests compensation under Section 2.15 or such Lender determines it can no longer make or maintain Term Benchmark Loans pursuant to Section 2.20, (ii) any Loan Party is required to pay any additional amount to or indemnify any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, (iii) any Lender is a Defaulting Lender or (iv) in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender,” or “each Lender directly affected thereby” (or any other Class or group of Lenders other than the Required Lenders) with respect to which Required Lender consent (or the consent of Lenders holding Loans or Commitments of such Class or lesser group representing more than 50% of the sum of the total Loans and unused Commitments of such Class or lesser group at such time) has been obtained, as applicable, any Lender is a non-consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (x) terminate the applicable Commitments of such Lender, and repay all Obligations of the Borrower owing to such Lender relating to the applicable Loans and participations held by such Lender as of such termination date or (y) replace such Lender by requiring such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Section 9.05), all of its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if any Lender accepts such assignment); provided that (A) such Lender has received payment of an amount equal to the outstanding principal amount of its Loans of such Class of Loans and/or Commitments, accrued interest thereon, accrued fees and all other amounts payable to it under any Loan Document with respect to such Class of Loans and/or Commitments, (B) in the case of any assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment would result in a reduction in such compensation or payments and (C) such assignment does not conflict with applicable Requirements of Law. No Lender (other than a Defaulting Lender) shall be required to make any such assignment and delegation, and the Borrower may not repay the Obligations of such Lender or terminate its Commitments, if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each Lender agrees that if it is replaced pursuant to this Section 2.19, it shall execute and deliver to the Administrative Agent an Assignment and Assumption to evidence such sale and purchase and shall deliver to the Administrative Agent any Promissory Note (if the assigning Lender’s Loans are evidenced by one or more Promissory Notes) subject to such Assignment and Assumption (provided that the failure of any Lender replaced pursuant to this Section 2.19 to execute an Assignment and Assumption or deliver any such Promissory Note shall not render such sale and purchase (and the corresponding assignment) invalid), such assignment shall be recorded in the Register, any such Promissory Note shall be deemed cancelled. Each Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Lender’s attorney-in-fact, with full authority in the place and stead of such Lender and in

the name of such Lender, from time to time in the Administrative Agent’s discretion, with prior written notice to such Lender, to take any action and to execute any such Assignment and Assumption or other instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (b). To the extent that any Lender is replaced pursuant to Section 2.19(b)(iv) in connection with a Repricing Transaction requiring payment of a fee pursuant to Section 2.12(c), (d) or (e), the Borrower shall pay to each Lender being replaced as a result of such Repricing Transaction the fee set forth in Section 2.12(c), (d) or (e), as applicable.

Section 2.20.Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Term SOFR Rate or to determine or charge interest rates based upon the Term SOFR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of Dollars in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Term Benchmark Loans or to convert ABR Loans to Term Benchmark Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Term SOFR Rate component of the Alternate Base Rate, the interest rate on ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptly). Upon receipt of such notice, (x) the Borrower shall, upon demand from the relevant Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s Term Benchmark Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR Rate component, as applicable, of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Term Benchmark Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Term Benchmark Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Term SOFR Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Term SOFR Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Term SOFR Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Section 2.21.Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a)    The Commitments of such Defaulting Lender shall not be included in determining whether all Lenders, each affected Lender, the Required Lenders or such other number of Lenders as may be required hereby or under any other Loan Document have taken or may take any action hereunder (including any consent to any waiver, amendment or modification pursuant to Section 9.02); provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender

disproportionately and adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

(b)    Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of any Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 2.11, Section 2.15, Section 2.16, Section 2.17, Section 2.18, Article 7, Section 9.05 or otherwise, and including any amounts made available to the Administrative Agent by such Defaulting Lender pursuant to Section 9.09), shall be applied at such time or times as may be determined by the Administrative Agent and, where relevant, the Borrower as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, so long as no Default or Event of Default exists, as the Borrower may request, to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement; third, as the Administrative Agent or the Borrower may elect, to be held in a deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Agreement; fourth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court of competent jurisdiction obtained by any non-Defaulting Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loan in respect of which such Defaulting Lender has not fully funded its appropriate share and (y) such Loan was made or created, as applicable, at a time when the conditions to such Lender’s obligations to fund such Loan were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to any Defaulting Lender that are applied (or held) to pay amounts owed by any Defaulting Lender pursuant to this Section 2.21(b) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(c)    Notwithstanding the fact that any Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, (x) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender and (y) except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

Section 2.22.Incremental Facilities

(a)The Borrower may, at any time, on one or more occasions pursuant to an Incremental Facility Amendment add one or more new Classes of term facilities and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (any such new Class or increase, an “Incremental Facility” and any loans made pursuant to an Incremental Facility, “Incremental Term Loans”) in an aggregate principal amount for all such Incremental Term Loans incurred after the First Amendment Effective Date not to exceed the Incremental Cap; provided that:

(i)no Incremental Commitment in respect of any Incremental Facility may be in an amount that is less than $5,000,000 (or such lesser amount to which the Administrative Agent may reasonably agree);

(ii)except as the Borrower and any Lender may separately agree, no Lender shall be obligated to provide any Incremental Commitment, and the determination to provide such commitments shall be within the sole and absolute discretion of such Lender (it being agreed that the Borrower shall not be obligated to offer the opportunity to any Lender to participate in any Incremental Facility);

(iii)no Incremental Facility or Incremental Term Loan (nor the creation, provision or implementation thereof) shall require the approval of any existing Lender other than in its capacity, if any, as a lender providing all or part of any Incremental Commitment or Incremental Term Loan;

(iv)except as otherwise permitted herein (including with respect to margin, pricing, maturity and fees), the terms of any Incremental Facility, if not consistent with those applicable to any then-existing Term Loans (as reasonably determined by the Borrower and the Administrative Agent), must either, at the option of the Borrower, (x) not be materially more restrictive to the Borrower and its Restricted Subsidiaries (as determined by the Borrower in good faith) than (when taken as a whole) those contained in the Loan Documents (other than any terms which are applicable only after the then-existing Latest Maturity Date), (y) be conformed (or added) to the Loan Documents for the benefit of the existing Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Incremental Facility Amendment, it being understood that, without limitation, any amendment or modification to the Loan Documents that solely adds one or more terms for the benefit of the existing Term Lenders shall not require the consent of any such existing Term Lender so long as the form (but not the substance) of the applicable agreement effecting such amendment or modification is reasonably satisfactory to the Administrative Agent) or (z) reflect then current market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined by the Borrower in good faith);

(v)the interest rate, fees, discount and yield applicable to any Incremental Facility shall be determined by the Borrower and the lender or lenders providing such Incremental Facility; provided that, with respect to any Incremental Term Loans incurred on any date after the Eleventh Amendment Effective Date that is on or prior to the day that is twelve (12) months after the Tenth Amendment Effective Date in an aggregate principal amount in excess of the greater of (x) $429,000,000 and (y) 2.00% of Consolidated Total Assets as of the last day of the most recently ended Test Period calculated on a Pro Forma Basis (the “MFN Threshold”) under any Incremental Facility that (A) consists of floating rate Dollar-denominated Term Loans that are pari passu with the Term B-6 Loans in right of payment and with respect to security, (B) [reserved], (C) is scheduled to mature prior to the date that is two (2) years after the Maturity Date of the Term B-6 Loans and (D) is not incurred or established to refinance the 2019 New Term Loans or the Term B-6 Loans (the foregoing sub-clauses (A) through (D), the “MFN Conditions”), the Effective Yield applicable thereto may not be more than 0.50% higher than the Effective Yield applicable to the Term B-6 Loans unless the Applicable Rate (and/or, as provided in the proviso below, the Floor or Alternate Base Rate floor) with respect to the Term B-6 Loans is adjusted to be equal to the Effective Yield with respect to such Incremental Facility, minus 0.50% (this clause (v), the “MFN Protection”); provided, further, that any increase in Effective Yield to any Term B-6 Loan due to the application or imposition of an Alternate Base Rate floor or other benchmark floor on any Incremental Term Loan may be effected, at the option of the

Borrower, through an increase in (or implementation of, as applicable) any Floor or Alternate Base Rate floor applicable to such Term B-6 Loan;

(vi)subject to the Permitted Earlier Maturity Indebtedness Exception, the final maturity date with respect to any Incremental Term Loans shall be no earlier than the then-existing Latest Maturity Date;

(vii)subject to the Permitted Earlier Maturity Indebtedness Exception or as expressly provided in clause (xiv) below, the Weighted Average Life to Maturity of any Incremental Facility shall be no shorter than the remaining Weighted Average Life to Maturity of the 2019 New Term B-6 Loans, the Term B-3-7 Loans, or the Term B-6 Loans or Term B-7-8 Loans on the date of incurrence of such Incremental Facility;

(viii)subject to clauses (vi) and (vii) above, any Incremental Facility may otherwise have an amortization schedule as determined by the Borrower and the lenders providing such Incremental Facility;

(ix)subject to clause (v) above, to the extent applicable, any fees payable in connection with any Incremental Facility shall be determined by the Borrower and the arrangers and/or lenders providing such Incremental Facility;

(x)(A) any Incremental Facility (x) shall rank pari passu in right of payment with any then-existing Class of Term Loans and (y) may rank pari passu with or junior to any then-existing Class of Term Loans, as applicable, in right of security or may be unsecured (and to the extent the relevant Incremental Facility is secured by the Collateral, it shall be subject to an Acceptable Intercreditor Agreement) and (B) no Incremental Facility may be (x) guaranteed by any Restricted Subsidiary which is not a Loan Party or (y) secured by any assets of the Borrower or any Restricted Subsidiary other than the Collateral;

(xi)any Incremental Facility may participate (A) in any voluntary prepayment of Term Loans as set forth in Section 2.11(a) on a pro rata basis, greater than pro rata basis or less than a pro rata basis with the then-existing Term Loans and (B) in any mandatory prepayment of Term Loans as set forth in Section 2.11(b) on a pro rata basis (to the extent such Incremental Facility is secured on a pari passu basis with the 2019 New Term B-6 Loans, the Term B-3 Loans, the Term B-6-7 Loans and/or the Term B-7-8 Loans), greater than pro rata basis with respect to prepayments of any such Incremental Facility with the proceeds of any Replacement Term Loans or Refinancing Indebtedness (including Replacement Notes) or less than a pro rata basis with the then-existing Term Loans, in each case, to the extent provided in such Sections;

(xii)notwithstanding anything to the contrary in this Section 2.22 or in any other provision of any Loan Document, (A) no Event of Default (or, if the proceeds of any Incremental Facility are incurred in connection with a Limited Condition Transaction, no Event of Default under Section 7.01(a), (f) or (g)) shall have occurred and be continuing on such date and (B) the Specified Representations shall be true and correct in all material respects on and as of the date of the initial borrowing or establishment of such Incremental Facility; provided that (I) in the case of any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be, (II) if any Specified Representation is qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification, such Specified Representation shall be true and correct in all respects and (III) Section 3.14 shall not apply to Collateral that is not required to be created or perfected on or prior

to the date of initial funding of such Incremental Facility; provided, further, that with respect to any Limited Condition Transaction, except as set forth above, any other conditions may be satisfied on the LCT Test Date;

(xiii)the proceeds of any Incremental Facility may be used for working capital and/or purchase price adjustments and other general corporate purposes (including capital expenditures, acquisitions, Investments, Restricted Payments and Restricted Debt Payments and related fees and expenses) and any other use not prohibited by this Agreement; and

(xiv)on the date of the Borrowing of any Incremental Term Loans that will be of the same Class as any then-existing Class of Term Loans, and notwithstanding anything to the contrary set forth in Section 2.08 or 2.13 above, such Incremental Term Loans shall be added to (and constitute a part of, be of the same Type as and, at the election of the Borrower, have the same Interest Period as) each Borrowing of outstanding Term Loans of such Class on a pro rata basis (based on the relative sizes of such Borrowings), so that each Term Lender providing such Incremental Term Loans will participate proportionately in each then-outstanding Borrowing of Term Loans of such Class; it being acknowledged that the application of this clause (a)(xiv) may result in new Incremental Term Loans having Interest Periods (the duration of which may be less than one (1) month) that begin during an Interest Period then applicable to outstanding Term Benchmark Loans of the relevant Class and which end on the last day of such Interest Period.

(b)Incremental Commitments may be provided by any existing Lender, or by any other Eligible Assignee (any such other lender being called an “Additional Lender”); provided that the Administrative Agent shall have a right to consent (such consent not to be unreasonably withheld or delayed) to the relevant Additional Lender’s provision of Incremental Commitments if such consent would be required under Section 9.05(b) for an assignment of Loans to such Additional Lender; provided, further, that any Additional Lender that is an Affiliated Lender shall be subject to the provisions of Section 9.05(g), mutatis mutandis, to the same extent as if the relevant Incremental Commitments and related Obligations had been acquired by such Lender by way of assignment.

(c)Each Lender or Additional Lender providing a portion of any Incremental Commitment shall execute and deliver to the Administrative Agent and the Borrower all such documentation (including the relevant Incremental Facility Amendment) as may be reasonably required by the Administrative Agent to evidence and effectuate such Incremental Commitment. On the effective date of such Incremental Commitment, each Additional Lender shall become a Lender for all purposes in connection with this Agreement.

(d)As conditions precedent to the effectiveness of any Incremental Facility or, subject to Section 1.10, the making of any Incremental Term Loans, (i) upon its request, the Administrative Agent shall be entitled to receive customary written opinions of counsel, as well as such reaffirmation agreements, supplements and/or amendments as it shall reasonably require, (ii) the Administrative Agent shall be entitled to receive, from each Additional Lender, an administrative questionnaire, in the form provided to such Additional Lender by the Administrative Agent (the “Administrative Questionnaire”) and such other documents as it shall reasonably require from such Additional Lender, (iii) the Administrative Agent and the applicable Lenders shall be entitled to receive all fees required to be paid to them in respect of such Incremental Facility or Incremental Term Loans, (iv) the Administrative Agent shall have received a Borrowing Request as if the relevant Incremental Term Loans were subject to Section 2.03 (provided that such Borrowing Request need not include any bring down of any representation or warranty, include any representation as to the occurrence of any default or Event of

Default or other item not consistent with this Section 2.22) and (v) the Administrative Agent shall be entitled to receive a certificate of the Borrower signed by a Responsible Officer thereof;

(A)certifying and attaching a copy of the resolutions adopted by the governing body of the Borrower approving or consenting to such Incremental Facility or Incremental Term Loans, and

(B)to the extent applicable, certifying that the conditions set forth in subclauses (A) and (B) of clause (a)(xii) above has been satisfied.

(e)The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Incremental Facility Amendment and/or any amendment to any other Loan Document as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or commitments pursuant to this Section 2.22 and such technical, mechanical and conforming amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Classes or sub-Classes, in each case on terms consistent with this Section 2.22.

(f)This Section 2.22 shall supersede any provision in Section 2.18 or 9.02 to the contrary.

Section 2.23.Extensions of Loans.

(a)Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of any Class or Commitments of any Class, in each case on a pro rata basis within such Class (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such Class) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate transactions with any individual Lender who accepts the terms contained in the relevant Extension Offer to extend the Maturity Date of all or a portion of such Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, in respect of such Loans) (each, an “Extension,” and each group of Loans or Commitments, as applicable, in each case as so extended, and the original Loans and the original Commitments (in each case not so extended), being a “Class”; it being understood that any Extended Term Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied:

(i)[Reserved];

(ii)except as to (A) interest rates, fees, amortization, final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans (as defined below) that are more favorable to the lenders or the agent of such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Extension Amendment) and (C) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant to any

Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent terms (or terms not less favorable to existing Lenders) as the Class of Term Loans subject to the relevant Extension Offer;

(iii)the final maturity date of any Extended Term Loans may be no earlier than the Class of Term Loans from which they were converted;

(iv)the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans from which they were converted;

(v)subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the Borrower and the Lenders providing such Extended Term Loans;

(vi)any Extended Term Loans may participate (A) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi), in each case, to the extent provided in such Sections;

(vii)if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension Offer;

(viii)unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000;

(ix)any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and

(x)any documentation in respect of any Extension shall be consistent with the foregoing.

(b)(i) No Extension consummated in reliance on this Section 2.23 shall constitute a voluntary or mandatory prepayment for purposes of Section 2.11, (ii) the scheduled amortization payments (insofar as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to any Extension of any Class of Loans and/or Commitments and (iii) except as set forth in clause (a)(viii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to the consummation of any Extension that a minimum amount (to be specified in the relevant Extension Offer in the Borrower’s sole discretion) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, the payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.10, 2.11 and/or 2.18) or

any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section.

(c)No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of the other Loan Documents with the Loan Parties as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Classes or sub-Classes, in each case on terms consistent with this Section 2.23.

(d)In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.23.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

On the Closing Date, the Borrower hereby represents and warrants to the Lenders that:

Section 3.01.Organization; Powers. The Borrower and each of its Restricted Subsidiaries (a) is (i) duly organized and validly existing and (ii) in good standing (to the extent such concept exists in the relevant jurisdiction) under the Requirements of Law of its jurisdiction of organization, (b) has all requisite organizational power and authority to own its assets and to carry on its business as now conducted and (c) is qualified to do business in, and is in good standing (to the extent such concept exists in the relevant jurisdiction) in, every jurisdiction where the ownership, lease or operation of its properties or conduct of its business requires such qualification, except, in each case referred to in this Section 3.01 (other than clause (a)(i) and clause (b) with respect to the Loan Parties) where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Section 3.02.Authorization; Enforceability. The execution, delivery and performance of each Loan Document are within each applicable Loan Party’s corporate or other organizational power and have been duly authorized by all necessary corporate or other organizational action of such Loan Party. Each Loan Document to which any Loan Party is a party has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to the Legal Reservations.

Section 3.03.Governmental Approvals; No Conflicts. The execution and delivery of each Loan Document by each Loan Party thereto and the performance by such Loan Party thereof (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) in connection with the Perfection Requirements or (iii) such consents, approvals, registrations, filings, or

other actions the failure to obtain or make which could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii), could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c), could reasonably be expected to result in a Material Adverse Effect.

Section 3.04.Financial Condition; No Material Adverse Effect.

(a)The financial statements (i) of the Borrower for its fiscal year ended December 31, 2018 filed with the SEC prior to the Closing Date and (ii) after the Closing Date, most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower on a consolidated basis as of such dates and for such periods in accordance with GAAP, (x) except as otherwise expressly noted therein, (y) subject, in the case of quarterly financial statements, to the absence of footnotes and normal year-end adjustments and (z) except as may be necessary to reflect any differing entities and organizational structure prior to giving effect to the Transactions.

(b)Since December 31, 2018, there has been no Material Adverse Effect.

Section 3.05.Properties.

(a)As of the Closing Date, Schedule 3.05 sets forth the address of each Real Estate Asset (or each set of such assets that collectively comprise one operating property) that is owned in fee simple by any Loan Party.

(b)The Borrower and each of its Restricted Subsidiaries have good and valid fee simple title to or rights to purchase, or valid leasehold interests as tenants in, or easements or other limited property interests in, all of their respective Real Estate Assets and have good title to their personal property and assets, in each case, except (i) for defects in title that do not materially interfere with their ability to conduct their business as currently conducted or to utilize such properties and assets for their intended purposes, (ii) where the failure to have such title would not reasonably be expected to have a Material Adverse Effect or (iii) Permitted Liens.

(c)The Borrower and its Restricted Subsidiaries own or otherwise have a license or right to use all Intellectual Property rights (“IP Rights”) used or held for use to conduct their respective businesses as presently conducted without, to the knowledge of any Responsible Officer of the Borrower, any infringement, dilution, violation or misappropriation of the IP Rights of third parties, except to the extent the failure to own or license or have rights to use would not, or where such infringement, dilution, violation or misappropriation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 3.06.Litigation and Environmental Matters.

(a)There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Responsible Officer of the Borrower, threatened in writing against or affecting the Borrower or any of its Restricted Subsidiaries which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(b)Except for any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, (i) neither the Borrower nor any of its Restricted

Subsidiaries is subject to or has received notice of any Environmental Claim or Environmental Liability or knows of any basis for any Environmental Liability or Environmental Claim of the Borrower or any of its Restricted Subsidiaries and (ii) neither the Borrower nor any of its Restricted Subsidiaries has failed to comply with any Environmental Law or to obtain, maintain or comply with any Governmental Authorization, permit, license or other approval required under any Environmental Law.

(c)In the five-year period prior to the Closing Date, neither the Borrower nor any of its Restricted Subsidiaries has treated, stored, transported or Released any Hazardous Materials on, at, under or from any currently or formerly owned or leased real estate or facility in a manner that would reasonably be expected to have a Material Adverse Effect.

Section 3.07.Compliance with Laws. The Borrower and each of its Restricted Subsidiaries is in compliance with all Requirements of Law applicable to it or its property, except, in each case where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; it being understood and agreed that this Section 3.07 shall not apply to the Requirements of Law covered by Section 3.17 below.

Section 3.08.Investment Company Status. No Loan Party is an “investment company” under the Investment Company Act of 1940.

Section 3.09.Taxes. The Borrower and each of its Restricted Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it that are due and payable (including in its capacity as a withholding agent), except (a) Taxes (or any requirement to file Tax returns with respect thereto) that are being contested in good faith by appropriate proceedings and for which the Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Section 3.10.ERISA.

(a)Each Plan is in compliance in form and operation with its terms and with ERISA and the Code and all other applicable Requirements of Law, except where any failure to comply would not reasonably be expected to result in a Material Adverse Effect.

(b)In the five-year period prior to the date on which this representation is made or deemed made, no ERISA Event has occurred and is continuing or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect.

Section 3.11.Disclosure.

(a)    As of the Closing Date, all written information (other than the Projections, financial estimates, other forward-looking information and/or projected information and information of a general economic or industry-specific nature) concerning the Borrower and its subsidiaries that was included in the Information Memorandum (the “Information”), when taken as a whole, did not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made (after giving effect to all supplements and updates thereto from time to time).

(b)    The Projections have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time furnished (it being recognized that such Projections are as to future events and are not to be viewed as facts and are subject to significant uncertainties and contingencies many of which are beyond the Borrower’s control, that no assurance can be given that any particular financial projections will be realized, that actual results may differ from projected results and that such differences may be material).

Section 3.12.Solvency. As of the Closing Date and after giving effect to the Transactions and the incurrence of the Indebtedness and obligations being incurred in connection with this Agreement and the Transactions, (i) the sum of the debt (including contingent liabilities) of the Borrower and its Subsidiaries, taken as a whole, does not exceed the fair value of the assets (on a going concern basis) of the Borrower and its Subsidiaries, taken as a whole; (ii) the capital of the Borrower and its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Borrower and its Subsidiaries, taken as a whole, contemplated as of the Closing Date; and (iii) the Borrower and its Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts (including current obligations and contingent liabilities) beyond their ability to pay such debt as they mature in the ordinary course of business.

Section 3.13.Subsidiaries. Schedule 3.13 sets forth, in each case as of the Closing Date, (a) a correct and complete list of the name of each subsidiary of the Borrower and the ownership interest therein held by the Borrower or its applicable Subsidiary, and (b) the type of entity of the Borrower and each of its Subsidiaries.

Section 3.14.Security Interest in Collateral. Subject to any limitations and exceptions set forth in any Loan Documents, the Legal Reservations and the provisions of this Agreement and the other relevant Loan Documents, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the applicable Perfection Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Loan Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Capital Stock of any Foreign Subsidiary (other than Capital Stock and assets of Foreign Subsidiaries, if any, that are Guarantors), or as to the rights and remedies of the Administrative Agent or any Lender with respect thereto, under foreign Requirements of Law not required to be obtained under the Loan Documents, (B) the enforcement of any security interest, or rights or remedies with respect to any Collateral that may be limited or restricted by, or require any consents, authorizations approvals or licenses under, any Requirement of Law or (C) on the Closing Date and until required pursuant to Section 5.12, the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date.

Section 3.15.Labor Disputes. Except as individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect, (a) there are no strikes, lockouts or slowdowns against the Borrower or any of its Restricted Subsidiaries pending or, to the knowledge of any Responsible Officer of the Borrower or any of its Restricted Subsidiaries, threatened and (b) the hours worked by and payments made to employees of the Borrower and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Requirements of Law dealing with such matters.

Section 3.16.Federal Reserve Regulations. No part of the proceeds of any Loan have been used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that results in a violation of the provisions of Regulation U.

Section 3.17.OFAC; PATRIOT ACT and FCPA.

(a)(i) None of the Borrower or any of its Subsidiaries or, to the knowledge of any Responsible Officer of the Borrower, any director, officer or employee of any of the foregoing is a Sanctioned Person; and (ii) the Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrower, indirectly, use the proceeds of the Loans or otherwise make available such proceeds to any Person in violation of Sanctions.

(b)To the extent applicable, each Loan Party is in compliance (i) in all material respects with the USA PATRIOT Act, the Trading with the Enemy Act, as amended, each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and the UK Bribery Act of 2010 and any enabling legislation or executive order relating thereto and (ii) except as would not reasonably be expected to have a Material Adverse Effect, with all Sanctions.

(c)Neither the Borrower nor any of its Subsidiaries nor, to the knowledge of any Responsible Officer of the Borrower, any director, officer or employee of the Borrower or any Subsidiary, has taken any action, directly or, to the knowledge of any Responsible Officer of the Borrower, indirectly, that would result in a material violation by any such Person of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), including, without limitation, making any offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in each case in contravention in any material respect of the FCPA and any applicable anti-corruption Requirement of Law of any Governmental Authority. The Borrower will not directly or, to the knowledge of any Responsible Officer of the Borrower, indirectly, use the proceeds of the Loans or otherwise make available such proceeds to any governmental official or employee, political party, official of a political party, candidate for public office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage in violation of the FCPA.

The representations and warranties set forth in Section 3.17 above made by or on behalf of any Foreign Subsidiary are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary; it being understood and agreed that to the extent that any Foreign Subsidiary is unable to make any representation or warranty set forth in Section 3.17 as a result of the application of this sentence, such Foreign Subsidiary shall be deemed to have represented and warranted that it is in compliance, in all material respects, with any equivalent Requirement of Law relating to anti-terrorism, anti-corruption, sanctions or anti-money laundering that is applicable to such Foreign Subsidiary in its relevant local jurisdiction of organization.

ARTICLE 4

CONDITIONS

Section 4.01.Closing Date. The obligations of each Lender to make Loans on the Closing Date shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a)    Credit Agreement and Loan Documents. The Administrative Agent (or its counsel) shall have received from each Loan Party, to the extent party thereto, (i) a counterpart signed by such Loan Party (or written evidence reasonably satisfactory to the Administrative Agent (which may include a copy transmitted by facsimile or other electronic method) that such party has signed a counterpart) of (A) this Agreement, (B) the Security Agreement, (C) each applicable Intellectual Property Security Agreement, (D) the Loan Guaranty and (E) each Promissory Note requested by a Lender at least three (3) Business Days prior to the Closing Date and (ii) a Borrowing Request as required by Section 2.03 (and any such requirements may be waived or extended by the Administrative Agent).

(b)    Legal Opinions. The Administrative Agent (or its counsel) shall have received, on behalf of itself and the Lenders on the Closing Date, a customary written opinion of (i) Ropes & Gray LLP, in its capacity as counsel for the Loan Parties and (ii) Venable LLP, in its capacity as local Maryland counsel for the Loan Parties, each dated as of the Closing Date and addressed to the Administrative Agent and the Lenders on the Closing Date.

(c)    Secretary’s Certificate and Good Standing Certificates. The Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated the Closing Date and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer thereof, which shall (A) certify that (x) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, certified by the relevant authority of its jurisdiction of organization, which certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, have not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, as applicable, together with all amendments thereto as of the Closing Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member, manager or other applicable governing body authorizing the execution and delivery of the Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party, as applicable, authorized to sign the Loan Documents to which such Loan Party, as applicable, is a party and (ii) a good standing (or equivalent) certificate for such Loan Party, as applicable, from the relevant authority of its jurisdiction of organization, dated as of a recent date.

(d)    Representations and Warranties. The representations and warranties of the Borrower set forth in Article 3 hereof and the representations and warranties of the applicable Loan Parties set forth in the other Loan Documents shall be true and correct in all material respects on and as of the Closing Date; provided that (A) in the case of any representation which expressly relates to a given date or period, such representation shall be true and correct in all

material respects as of the respective date or for the respective period, as the case may be and (B) if any representation is qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification, such representation shall be true and correct in all respects.

(e)    Fees. Prior to or substantially concurrently with the funding of the Initial Term Loans hereunder, the Administrative Agent and the Arrangers shall have received (i) all fees required to be paid by the Borrower on the Closing Date as separately agreed among the Borrower, the Administrative Agent and the applicable Arrangers and (ii) all expenses required to be paid by the Borrower for which invoices have been presented at least three (3) Business Days prior to the Closing Date or such later date to which the Borrower may agree (including the reasonable fees and expenses of legal counsel required to be paid), in each case on or before the Closing Date, which amounts may be offset against the proceeds of the Loans.

(f)    Solvency. The Administrative Agent (or its counsel) shall have received a certificate in substantially the form of Exhibit O from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower dated as of the Closing Date and certifying as to the matters set forth therein.

(g)    Perfection Certificate. The Administrative Agent (or its counsel) shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby.

(h)    Pledged Stock and Pledged Notes. The Administrative Agent (or its counsel) shall have received (i) the certificates representing the Capital Stock required to be pledged pursuant to the Security Agreement, together with an undated stock power or similar instrument of transfer for each such certificate endorsed in blank by a duly authorized officer of the pledgor thereof, and (ii) each Material Debt Instrument (if any) endorsed (without recourse) in blank (or accompanied by a transfer form endorsed in blank) by the pledgor thereof.

(i)    Filings Registrations and Recordings. Each document (including any UCC (or similar) financing statement) required by any Collateral Document or under applicable Requirements of Law to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral required to be delivered pursuant to such Collateral Document, which, if applicable, shall be in proper form for filing, registration or recordation.

(j)    USA PATRIOT Act. No later than three (3) Business Days in advance of the Closing Date, the Administrative Agent shall have received all documentation and other information reasonably requested with respect to any Loan Party in writing by any Initial Lender at least ten (10) Business Days in advance of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

(k)    Officer’s Certificate. The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower certifying satisfaction of the conditions precedent set forth in Section 4.01(d).

For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by funding the Loans hereunder, the Administrative Agent and each Lender shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or

other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be.

ARTICLE 5

AFFIRMATIVE COVENANTS

From the Closing Date until the date on which all Commitments have expired or terminated and the principal of and interest on each Loan and all fees, expenses and other amounts and payment Obligations (other than (i) contingent indemnification obligations for which no claim or demand has been made and (ii) Secured Hedging Obligations under any Hedge Agreements as to which arrangements reasonably satisfactory to the applicable counterparty have been made) have been paid in full in Cash (such date, the “Termination Date”), the Borrower hereby covenants and agrees with the Lenders that:

Section 5.01.Financial Statements and Other Reports. The Borrower will deliver to the Administrative Agent for delivery by the Administrative Agent, subject to Section 9.05(f), to each Lender:

(a)    Quarterly Financial Statements. As soon as available, and in any event within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, commencing with the Fiscal Quarter ending March 31, 2019 the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations (or income) and cash flows of Borrower and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, and setting forth, in reasonable detail, in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail, together with a Financial Officer Certification (which may be included in the applicable Compliance Certificate) with respect thereto;

(b)    Annual Financial Statements. As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year ending after the Closing Date, (i) the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations (or income), changes in equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Year and setting forth, in reasonable detail, in comparative form the corresponding figures for the previous Fiscal Year and (ii) with respect to such consolidated financial statements, a report thereon of an independent certified public accountant of recognized national standing (which report shall not be subject to a qualification as to the scope of such audit or “going concern” qualification (except (A) as resulting from the impending maturity of any permitted Indebtedness or anticipated or actual breach of any financial covenant, (B) the upcoming maturity of any Indebtedness within one (1) year of the date such opinion is deliver or (C) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary) but may include a “going concern” explanatory paragraph or like statement), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower for, and as of the end of, such Fiscal Year in conformity with GAAP (such report and opinion, a “Conforming Accounting Report”);

(c)    Compliance Certificate. Together with each delivery of financial statements of the Borrower and its subsidiaries pursuant to Sections 5.01(a) and (b), (i) a duly executed and completed Compliance Certificate, and (ii) (A) a summary of the pro forma adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such financial statements and (B) a list identifying any change in the Subsidiaries of the Borrower as a

Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate or confirmation that there is no change in such information since the later of the Closing Date and the date of the last such list;

(d)    [Reserved];

(e)    Notice of Default. Promptly upon any Responsible Officer of the Borrower obtaining actual knowledge of any Default or Event of Default, a reasonably-detailed notice specifying the nature and period of existence of such event and what action the Borrower has taken, is taking and/or proposes to take with respect thereto;

(f)    Notice of Litigation. Promptly upon any Responsible Officer of the Borrower obtaining actual knowledge of (i) the institution of, or threat of, any Adverse Proceeding not previously disclosed in writing by the Borrower to the Administrative Agent, or (ii) any material development in any Adverse Proceeding that, in the case of either of clauses (i) or (ii), could reasonably be expected to have a Material Adverse Effect, written notice thereof from the Borrower together with such other non-privileged information as may be reasonably available to the Loan Parties to enable the Lenders to evaluate such matters;

(g)    ERISA. Promptly upon any Responsible Officer of the Borrower obtaining actual knowledge of the occurrence of any ERISA Event that could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature thereof;

(h)    [Reserved].

(i)    Information Regarding Collateral. Prompt (and, in any event, within sixty (60) days of the relevant change) written notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s type of organization or (iii) in any Loan Party’s jurisdiction of organization, together with a certified copy of the applicable Organizational Document reflecting the relevant change;

(j)    Annual Collateral Verification. Together with the delivery of each Compliance Certificate provided with the financial statements required to be delivered pursuant to Section 5.01(b), a Perfection Certificate Supplement (or confirmation that there have been no changes in such information since the Closing Date or the most recent Perfection Certificate Supplement provided);

(k)    Certain Reports. Promptly upon their becoming available and without duplication of any obligations with respect to any such information that is otherwise required to be delivered under the provisions of any Loan Document, copies of all special reports and registration statements which the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority or with any national securities exchange, as the case may be (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statement on Form S-8);

(l)    Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower or any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial trade secrets or non-financial

proprietary information of the Borrower or any of its subsidiaries or any of their respective borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by applicable Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product, (d) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.01(l)) or (e) to the extent applicable, which the Borrower or any Restricted Subsidiary is not reasonably able to obtain with respect to any obligor under any CRE Finance Asset or tenant or other occupant under any Real Estate Investment; and

(m)    promptly following any request therefor, solely to the extent actually required to comply with such laws at such time, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and 31 C.F.R. 1010.230, in each case, solely to the extent actually required to comply with such rules and regulations at such time.

Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto at http://www.blackstonemortgagetrust.com; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at http://www.blackstonemortgagetrust.com and provide to the Administrative Agent by electronic mail electronic versions of such documents; (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks/SyndTrak or another relevant website (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent); or (iv) in respect of the items required to be delivered pursuant to Sections 5.01(a), 5.01(b) and 5.01(k) above in respect of information filed by the Borrower with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (including in Form 10-Q Reports and Form 10-K reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Notwithstanding the foregoing, the obligations referred to in Section 5.01(a) and/or 5.01(b) may be satisfied by filing the Borrower’s Form 10-K or 10-Q, as applicable, with the SEC or any securities exchange, in each case, within the time periods specified in Sections 5.01(a) or 5.01(b), as applicable (and the public filing of such report with the SEC or such securities exchange shall constitute delivery thereof for purposes of Section 5.01(a) and 5.01(b), as applicable); provided that to the extent such statements are provided in lieu of the statements required to be provided under Section 5.01(b), such statements shall include, or be accompanied by, a Conforming Accounting Report.

Any financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to any Permitted Acquisition, Investment

or other transaction permitted under this Agreement, in each case, to the extent it is not practicable to include any such adjustments in such financial statement.

Section 5.02.Existence. Except as otherwise permitted under Section 6.07, the Borrower will, and the Borrower will cause each of its Restricted Subsidiaries to, at all times preserve and keep in full force and effect its existence and all rights, franchises, licenses and permits in the normal conduct of its business that are material to its business except, other than with respect to the preservation of the existence of the Borrower, to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect; provided that neither the Borrower nor any of the Borrower’s Restricted Subsidiaries shall be required to preserve any such existence (other than with respect to the preservation of existence of the Borrower), right, franchise, license or permit if a Responsible Officer of such Person or such Person’s board of directors (or similar governing body) determines that the preservation thereof is no longer desirable in the conduct of the business of such Person.

Section 5.03.Payment of Taxes. The Borrower will, and the Borrower will cause each of its Restricted Subsidiaries to, timely pay all Taxes imposed upon it or any of its properties or assets or in respect of any of its income or businesses or franchises; provided, however, that no such Tax need be paid if (a) it is being contested in good faith by appropriate proceedings, so long as (i) adequate reserves or other appropriate provisions, as are required in conformity with GAAP, have been made therefor and (ii) in the case of a Tax which has resulted or may result in the creation of a Lien on any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or (b) failure to pay or discharge the same could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Section 5.04.Maintenance of Properties. The Borrower will, and will cause each of its Restricted Subsidiaries to, maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear and casualty and condemnation excepted, all property reasonably necessary to the normal conduct of business of the Borrower and its Restricted Subsidiaries and from time to time will make or cause to be made all needed and appropriate repairs, renewals and replacements thereof except as expressly permitted by this Agreement or where the failure to maintain such properties or make such repairs, renewals or replacements could not reasonably be expected to have a Material Adverse Effect.

Section 5.05.Insurance. Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, the Borrower will maintain or cause to be maintained, with financially sound and reputable insurers that the Borrower believes (in the good faith and judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, or with a Captive Insurance Subsidiary, such insurance coverage with respect to liabilities, losses or damage in respect of the assets, properties and businesses of the Borrower and its Restricted Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons; provided that notwithstanding the foregoing, in no event will the Borrower or any Restricted Subsidiary be required to obtain or maintain insurance that is more restrictive than its normal course of practice. Each such policy of insurance (excluding, for the avoidance of doubt, any business interruption insurance policy) shall, (i) in the case of each general liability policy in favor of any Loan Party, name the Administrative Agent on behalf of the Secured Parties as an additional insured thereunder as its interests may appear and (ii) in the case of each casualty insurance policy in favor of any Loan Party, to the extent available from the relevant insurance carrier, contain a lenders’ loss payable

clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties as the lenders’ loss payee thereunder.

Section 5.06.Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties owned or leased by the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect and copy its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants at the expense of the Borrower (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that (a) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06 and (b) except as expressly set forth in the proviso below during the continuance of an Event of Default under Section 7.01(a), (f) or (g), the Administrative Agent shall not exercise such rights more often than one time during any calendar year; provided, further, that when an Event of Default under Section 7.01(a), (f) or (g) exists and is continuing, the Administrative Agent (or any of its representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice; provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information, or other matter (A) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its borrowers, tenants or other occupants, joint venture partners, customers and/or suppliers, (B) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (C) that is subject to attorney-client or similar privilege or constitutes attorney work product or (D) in respect of which the Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 5.06).

Section 5.07.Maintenance of Book and Records. The Borrower will, and will cause its Restricted Subsidiaries to, maintain proper books of record and account containing entries of all material financial transactions and matters involving the assets and business of the Borrower and its Restricted Subsidiaries that are full, true and correct in all material respects and permit the preparation of consolidated financial statements in accordance with GAAP.

Section 5.08.Compliance with Laws. The Borrower will comply, and will cause each of its Restricted Subsidiaries to comply, with the requirements of all applicable Requirements of Law (including applicable ERISA and all Environmental Laws, OFAC, the USA PATRIOT Act and the FCPA), except to the extent the failure of the Borrower or the relevant Restricted Subsidiary to comply could not reasonably be expected to have a Material Adverse Effect; provided that the requirements set forth in this Section 5.08, as they pertain to compliance by any Foreign Subsidiary with OFAC, the USA PATRIOT ACT and the FCPA are subject to and limited by any Requirement of Law applicable to such Foreign Subsidiary in its relevant local jurisdiction.

Section 5.09.Environmental.

(a)Environmental Disclosure. The Borrower will deliver to the Administrative Agent as soon as practicable following the sending or receipt thereof by any Responsible Officer of the Borrower, written notice of (A) any Environmental Claim that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (B) any Release required to be reported by the Borrower or

any of its Restricted Subsidiaries to any federal, state or local governmental or regulatory agency or other Governmental Authority that reasonably could be expected to have a Material Adverse Effect, (C) any request made to the Borrower or any of its Restricted Subsidiaries for information from any governmental agency that suggests such agency is investigating whether the Borrower or any of its Restricted Subsidiaries may be potentially responsible for any Hazardous Materials Activity which is reasonably expected to have a Material Adverse Effect and (D) subject to the limitations set forth above in the proviso in Section 5.01(l), such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.09(a).

(b)Hazardous Materials Activities, Etc. Subject to the rights of tenants or other occupants of any Real Estate Investment and obligors of any CRE Finance Asset, the Borrower shall promptly take, and shall cause each of its Restricted Subsidiaries promptly to take, any and all actions necessary to (i) cure any violation of applicable Environmental Laws by the Borrower or its Restricted Subsidiaries, and address with appropriate corrective or remedial action any known Release or threatened Release of Hazardous Materials at or from any Facility, in each case, that could reasonably be expected to have a Material Adverse Effect and (ii) make an appropriate response to any Environmental Claim against the Borrower or any of its Restricted Subsidiaries in their individual capacities and discharge any obligations it may have to any Person thereunder, in each case, where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 5.10.Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Unrestricted Subsidiary), (ii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any property of the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation.

Section 5.11.Use of Proceeds. The Borrower shall use the proceeds of (a) the Initial Term Loans to finance working capital needs and other general corporate purposes of the Borrower and for any other purpose not prohibited by the terms of the Loan Documents, including the payment of Transaction Costs, (b) 2019 Replacement Term Loans to prepay in full the outstanding principal amount of all Initial Term Loans on the First Amendment Effective Date, (c) the 2019 Incremental Term Loans to finance

working capital needs and other general corporate purposes of the Borrower and for any other purpose not prohibited by the terms of the Loan Documents (including, without limitation, the repayment of any Asset Financing Facility or CRE Financing and/or the payment of fees and expenses in connection with the First Amendment Transactions (as defined in the First Amendment)), (d) the Term B-2 Loans to finance working capital needs and other general corporate purposes of the Borrower and for any other purpose not prohibited by the terms of the Loan Documents (including, without limitation, the repayment of any Asset Financing Facility or CRE Financing and/or the payment of fees and expenses in connection with the Second Amendment Transactions (as defined in the Second Amendment) and the Third Amendment Transactions (as defined in the Third Amendment)), (e) the Additional 2019 New Term Loans to finance working capital needs and other general corporate purposes of the Borrower and for any other purpose not prohibited by the terms of the Loan Documents (including, without limitation, the repayment of any Asset Financing Facility or CRE Financing and/or the payment of fees and expenses in connection with the Fourth Amendment Transactions (as defined in the Fourth Amendment)), (f) the Replacement Term B-3 Loans to prepay in full the outstanding principal amount of all Term B-2 Loans on the Fifth Amendment Effective Date, (g) the Incremental Term B-3 Loans to finance working capital needs and other general corporate purposes of the Borrower and for any other purpose not prohibited by the terms of the Loan Documents (including, without limitation, the repayment of any Asset Financing Facility or CRE Financing and/or the payment of fees and expenses in connection with the Fifth Amendment Transactions (as defined in the Fifth Amendment)), (h) the Term B-4 Loans to finance working capital needs and other general corporate purposes of the Borrower and for any other purpose not prohibited by the terms of the Loan Documents (including, without limitation, the repayment of any Asset Financing Facility or CRE Financing and/or the payment of fees and expenses in connection with the Sixth Amendment Transactions (as defined in the Sixth Amendment) and the Seventh Amendment Transactions (as defined in the Seventh Amendment), (i) the Term B-5 Loans to prepay outstanding principal amount of 2019 New Term Loans and Term B-3 Loans on the Tenth Amendment Effective Date, (j) the Replacement Term B-6 Loans to prepay the outstanding principal amount of the Term B-5 Loans on the Eleventh Amendment Effective Date, (kb) the Incremental Term B-6 Loans to prepay a portion of the outstanding principal amount of the Term B-4 Loans on the Eleventh Amendment Effective Date, (lc) the Replacement Term B-7 Loans to prepay the outstanding principal amount of the Term B-4 Loans on the Twelfth Amendment Effective Date and, (md) the Incremental Term B-7 Loans to finance working capital needs and other general corporate purposes of the Borrower and for any other purpose not prohibited by the terms of the Loan Documents (including, without limitation, the repayment of any Asset Financing Facility or CRE Financing and/or the payment of fees and expenses in connection with the Twelfth Amendment Transactions (as defined in the Twelfth Amendment))., (e) the Replacement Term B-8 Loans to prepay the outstanding principal amount of the 2019 New Term Loans on the Thirteenth Amendment Effective Date, (d) the Incremental Term B-8 Loans to prepay a portion of the outstanding principal amount of the Term B-6 Loans and to finance working capital needs and other general corporate purposes of the Borrower and for any other purpose not prohibited by the terms of the Loan Documents (including, without limitation, the repayment of any Asset Financing Facility or CRE Financing and/or the payment of fees and expenses in connection with the Thirteenth Amendment Transactions (as defined in the Thirteenth Amendment).

Section 5.12.Covenant to Guarantee Obligations and Give Security.

(a)Upon (i) the formation or acquisition after the Closing Date of any Restricted Subsidiary that is not an Excluded Subsidiary, including as a result of a Division, (ii) any Restricted Subsidiary that is a Domestic Subsidiary ceasing to be an Excluded Subsidiary (including pursuant to the last sentence of the definition of “Guarantor”) or (iii) the designation of a Discretionary Guarantor, (x) if the designation of any Unrestricted Subsidiary that is a Domestic Subsidiary as Restricted Subsidiary or the event giving rise to the obligation under this Section 5.12(a) occurs during the first three Fiscal Quarters of any Fiscal Year, on or before the date on which financial statements are required to be delivered pursuant to Section

5.01(a) for the Fiscal Quarter in which the relevant formation, acquisition, designation or cessation occurred or (y) if the designation of any Unrestricted Subsidiary that is a Domestic Subsidiary as Restricted Subsidiary or the event giving rise to the obligation under this Section 5.12(a) occurs during the fourth Fiscal Quarter of any Fiscal Year, on or before the date that is sixty (60) days after the end of such Fiscal Quarter (or, in the cases of clauses (x) and (y), such longer period as the Administrative Agent may reasonably agree), the Borrower shall (A) cause such Restricted Subsidiary (other than any Excluded Subsidiary) to comply with the requirements set forth in clause (a) of the definition of “Collateral and Guarantee Requirement” and (B) upon the reasonable request of the Administrative Agent, cause the relevant Restricted Subsidiary (other than any Excluded Subsidiary) or Discretionary Guarantor to deliver to the Administrative Agent a signed copy of a customary opinion of counsel for such Restricted Subsidiary or Discretionary Guarantor, addressed to the Administrative Agent and the other relevant Secured Parties.

(b)Within 120 days after the acquisition by any Loan Party of any Material Real Estate Asset other than any Excluded Asset (or such longer period as the Administrative Agent may reasonably agree), the Borrower shall cause such Loan Party to comply with the requirements set forth in clause (b) of the definition of “Collateral and Guarantee Requirement” (it being understood and agreed that, with respect to any Material Real Estate Asset owned by any Restricted Subsidiary at the time such Restricted Subsidiary is required to become a Loan Party under Section 5.12(a) above, such Material Real Estate Asset shall be deemed to have been acquired by such Restricted Subsidiary on the last day of the time period within which such Restricted Subsidiary becomes a Loan Party under Section 5.12(a)).

(c)Notwithstanding anything to the contrary herein or in any other Loan Document, it is understood and agreed that:

(i)the Administrative Agent may grant extensions of time (at any time, including after the expiration of any relevant period, which will be retroactive) for the creation and perfection of security interests in, or obtaining of title insurance, legal opinions, surveys or other deliverables with respect to, particular assets or the provision of any Loan Guaranty by any Restricted Subsidiary (in connection with assets acquired, or Restricted Subsidiaries formed or acquired after the Closing Date), and each Lender hereby consents to any such extension of time,

(ii)any Lien required to be granted from time to time pursuant to the definition of “Collateral and Guarantee Requirement” shall be subject to the exceptions and limitations set forth in the Collateral Documents,

(iii)perfection by control shall not be required with respect to assets requiring perfection through control agreements or other control arrangements (other than control of pledged Capital Stock and/or Material Debt Instruments, in each case to the extent otherwise constituting Collateral),

(iv)no Loan Party shall be required to seek any landlord lien waiver, bailee letter, estoppel, warehouseman waiver or other collateral access or similar letter or agreement;

(v)no Loan Party will be required to (A) take any action outside of the U.S. in order to create or perfect any security interest in any asset located outside of the U.S., (B) execute any foreign law security agreement, pledge agreement, mortgage, deed or charge or (C) make any foreign intellectual property filing, conduct any foreign intellectual property search or prepare any foreign intellectual property schedule;

(vi)in no event will the Collateral include any Excluded Asset,

(vii)no action shall be required to perfect any Lien with respect to (1) any vehicle or other asset subject to a certificate of title, (2) letter-of-credit rights, (3) the Capital Stock of any Immaterial Subsidiary and/or (4) the Capital Stock of any Person that is not a Subsidiary, which Person, if a Subsidiary, would constitute an Immaterial Subsidiary, in each case except to the extent that a security interest therein can be perfected by filing a Form UCC-1 (or similar) financing statement under the UCC,

(viii)any joinder or supplement to any Loan Guaranty, any Collateral Document and/or any other Loan Document executed by any Restricted Subsidiary that is required to become a Loan Party pursuant to Section 5.12(a) above may, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), include such schedules (or updates to schedules) as may be necessary to ensure that any representation or warranty is true and correct to the extent required thereby or by the terms of any other Loan Document, and

(ix)any time periods to comply with the foregoing Section 5.12(a) shall not apply to Discretionary Guarantors;

provided that clauses (iii), (v) and (vi) shall not apply to the Capital Stock or assets of a Foreign Discretionary Guarantor that becomes a Guarantor pursuant to the last sentence of the definition of “Guarantor.”

Section 5.13.Maintenance of Ratings. The Borrower shall use commercially reasonable efforts to maintain public corporate credit facility and public corporate family ratings from each of S&P and Moody’s; provided that in no event shall the Borrower be required to maintain any specific rating with any such agency.

Section 5.14.Further Assurances. Promptly upon request of the Administrative Agent and subject to the limitations described in Section 5.12:

(a)    Subject to the rights of tenants or other occupants of any Real Estate Investment and obligors of any CRE Finance Asset (in each case, to the extent such rights were not created in contemplation of the requirements of this Section 5.14(a)), the Borrower will, and will cause each other Loan Party to, execute any and all further documents, financing statements, agreements, instruments, certificates, notices and acknowledgments and take all such further actions (including the filing and recordation of financing statements, fixture filings, Mortgages and/or amendments thereto and other documents), that may be required under any applicable Requirements of Law and which the Administrative Agent may reasonably request to ensure the creation, perfection and priority of the Liens created or intended to be created under the Collateral Documents, all at the expense of the relevant Loan Parties.

(b)    The Borrower will, and will cause each other Loan Party to (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts (including notices to third parties), deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to ensure the creation, perfection and priority of the Liens created or intended to be created under the Collateral Documents.

ARTICLE 6

NEGATIVE COVENANTS

From the Closing Date and until the Termination Date, the Borrower covenants and agrees with the Lenders that:

Section 6.01.Indebtedness. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or otherwise become or remain liable with respect to any Indebtedness, except:

(a)    the Obligations (including any Additional Term Loans);

(b)    Indebtedness of the Borrower to any Restricted Subsidiary and/or of any Restricted Subsidiary to the Borrower and/or any other Restricted Subsidiary; provided that in the case of any Indebtedness of any Restricted Subsidiary that is not a Loan Party owing to any Restricted Subsidiary that is a Loan Party, such Indebtedness shall be permitted as an Investment under Section 6.06; provided, further, that any Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party must be expressly subordinated to the Obligations of such Loan Party on terms that are reasonably acceptable to the Administrative Agent (including pursuant to an Intercompany Note);

(c)    [reserved];

(d)    Indebtedness arising from any agreement providing for indemnification, adjustment of purchase price or similar obligations (including contingent earn-out obligations) incurred in connection with any Disposition permitted hereunder, any acquisition permitted hereunder or consummated prior to the Closing Date and not in contemplation thereof or any other purchase of assets or Capital Stock, and Indebtedness arising from guarantees, letters of credit, bank guarantees, surety bonds, performance bonds or similar instruments securing the performance of the Borrower or any such Restricted Subsidiary pursuant to any such agreement;

(e)    Indebtedness of the Borrower and/or any Restricted Subsidiary (i) pursuant to tenders, statutory obligations, bids, leases, governmental contracts, trade contracts, surety, stay, customs, appeal, performance and/or return of money bonds or other similar obligations incurred in the ordinary course of business and (ii) in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments to support any of the foregoing items;

(f)    Indebtedness of the Borrower and/or any Restricted Subsidiary in respect of commercial credit cards, stored value cards, purchasing cards, treasury management services, netting services, overdraft protections, check drawing services, automated payment services (including depository, overdraft, controlled disbursement, ACH transactions, return items and interstate depository network services), employee credit card programs, cash pooling services and any arrangements or services similar to any of the foregoing and/or otherwise in connection with Cash management and Deposit Accounts, including incentive, supplier finance or similar programs;

(g)    (i) guarantees by the Borrower and/or any Restricted Subsidiary of the obligations of suppliers, customers and licensees in the ordinary course of business, (ii) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower and/or any Restricted Subsidiary to pay the deferred purchase price of goods, services, CRE

Finance Assets or Real Estate Investments or progress payments in connection with such assets, goods and services and (iii) Indebtedness in respect of letters of credit, bankers’ acceptances, bank guaranties or similar instruments supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business;

(h)    guarantees by the Borrower and/or any Restricted Subsidiary of Indebtedness or other obligations of the Borrower or any Restricted Subsidiary with respect to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.01 or other obligations not prohibited by this Agreement; provided that in the case of any Guarantee by any Loan Party of the obligations of any non-Loan Party, the related Investment is permitted under Section 6.06;

(i)    Indebtedness of the Borrower and/or any Restricted Subsidiary existing, or pursuant to commitments existing, on the Closing Date and, to the extent in excess of $6,000,000 described on Schedule 6.01;

(j)    [reserved];

(k)    Indebtedness of the Borrower and/or any Restricted Subsidiary consisting of obligations owing under incentive, supply, license or similar agreements entered into in the ordinary course of business;

(l)    Indebtedness of the Borrower and/or any Restricted Subsidiary consisting of (i) the financing of insurance premiums, (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business and/or (iii) obligations to reacquire assets or inventory in connection with customer financing arrangements in the ordinary course of business;

(m)    Indebtedness of the Borrower and/or any Restricted Subsidiary with respect to Finance Leases and purchase money Indebtedness in an aggregate outstanding principal amount not to exceed the greater of $50,000,000 and 0.36% of Consolidated Total Assets as of the last day of the most recently ended Test Period;

(n)    Indebtedness of any Person that becomes a Restricted Subsidiary or Indebtedness assumed in connection with an acquisition or any other similar investment permitted hereunder after the Closing Date; provided that (i) such Indebtedness (A) existed at the time such Person became a Restricted Subsidiary or the assets subject to such Indebtedness were acquired and (B) was not created or incurred in anticipation of such acquisition or investment or such Person becoming a Restricted Subsidiary and (ii) the Borrower is in compliance with Section 6.13(a) calculated on a Pro Forma Basis;

(o)    Indebtedness consisting of promissory notes issued by the Borrower or any Restricted Subsidiary to any stockholder of the Borrower or any current or former director, officer, employee, member of management, manager or consultant of the Borrower or any Subsidiary (or their respective Immediate Family Members) to finance the purchase or redemption of Capital Stock of the Borrower permitted by Section 6.04(a);

(p)    Indebtedness refinancing, refunding or replacing any Indebtedness permitted under clauses (a), (i), (m), (n), (r), (u), (y), and (z) of this Section 6.01 (“Refinancing Indebtedness”) and any subsequent Refinancing Indebtedness in respect thereof; provided that:

(i)        the principal amount of such Indebtedness does not exceed the principal amount of the Indebtedness being refinanced, refunded or replaced, except by (A) an amount equal to unpaid accrued interest, penalties and premiums (including tender premiums) thereon plus underwriting discounts, other reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with the relevant refinancing, refunding or replacement and the related refinancing transaction, (B) an amount equal to any existing commitments unutilized thereunder and (C) additional amounts permitted to be incurred pursuant to this Section 6.01 (provided that (x) any additional Indebtedness referenced in this clause (C) satisfies the other applicable requirements of this definition (with additional amounts incurred in reliance on this clause (C) constituting a utilization of the relevant basket or exception pursuant to which such additional amount is permitted) and (y) if such additional Indebtedness is secured, the Lien securing such Indebtedness satisfies the applicable requirements of Section 6.02),

(ii)        other than in the case of Refinancing Indebtedness with respect to clauses (i), (m), (n), (r), (u) and/or (y) (and other than customary bridge loans with a maturity date of not longer than one (1) year; provided that any loans, notes, securities or other Indebtedness which are exchanged for or otherwise replace such bridge loans shall be subject to the requirements of this clause (ii)), such Indebtedness has (A) subject to the Permitted Earlier Maturity Indebtedness Exception, a final maturity equal to or later than (and, in the case of revolving Indebtedness, does not require mandatory commitment reductions, if any, prior to) the earlier of (x) the then-existing Latest Maturity Date and (y) the final maturity of the Indebtedness being refinanced, refunded or replaced and (B) subject to the Permitted Earlier Maturity Indebtedness Exception and other than with respect to revolving Indebtedness, such Indebtedness (x) has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Indebtedness being refinanced, refunded or replaced (without giving effect to any Prepayments thereof) or (y) a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the outstanding 2019 New Term B-6 Loans, Term B-3 Loans, Term B-6-7 Loans and Term B-7-8 Loans at such time,

(iii)    [reserved],

(iv)    in the case of Refinancing Indebtedness with respect to Indebtedness permitted under clauses (m), (r), (u) and (z) (solely as it relates to the Base Incremental Amount) of this Section 6.01, the incurrence thereof shall be without duplication of any amounts outstanding in reliance on the relevant clause,

(v)    except in the case of Refinancing Indebtedness incurred in respect of Indebtedness permitted under clause (a) of this Section 6.01 incurred as Replacement Term Loans, (A) such Indebtedness, if secured, is secured only by Permitted Liens at the time of such refinancing, refunding or replacement (it being understood that secured Indebtedness may be refinanced with unsecured Indebtedness), and, to the extent the Liens securing such Indebtedness were contractually subordinated at time of such refinancing to the Liens on the Collateral securing the 2019 New Term B-6 Loans, the Term B-3 Loans, the Term B-6-7 Loans and/or the Term B-7-8 Loans, the Liens securing such Indebtedness either constitute Permitted Liens (other than pursuant to Section 6.02(k)) or are subordinated to the Liens on the Collateral securing the 2019 New Term B-6 Loans, the Term B-3 Loans, the Term B-6-7 Loans and/or the Term B-7-8 Loans on terms not materially less favorable (as reasonably determined by the Borrower), taken as

a whole, to the Lenders than those applicable to the Liens securing the Indebtedness being refinanced, refunded or replaced, taken as a whole, or set forth in, or otherwise subject to, an Acceptable Intercreditor Agreement, (B) such Indebtedness is incurred by the obligor or obligors in respect of the Indebtedness being refinanced, refunded or replaced, except to the extent otherwise permitted pursuant to Section 6.01, (C) if the Indebtedness being refinanced, refunded or replaced was expressly contractually subordinated to the Obligations in right of payment, (x) such Indebtedness is contractually subordinated to the Obligations in right of payment, or (y) if not contractually subordinated to the Obligations in right of payment, the purchase, defeasance, redemption, repurchase, repayment, refinancing or other acquisition or retirement of such Indebtedness is permitted under Section 6.04(b) (other than Section 6.04(b)(i), and

(vi)    in the case of Replacement Notes, (A) such Indebtedness is pari passu or junior in right of payment and secured by the Collateral on a pari passu or junior basis with respect to the remaining Obligations hereunder, or is unsecured; provided that any such Indebtedness that is secured by Liens on the Collateral shall be subject to any applicable Acceptable Intercreditor Agreements, (B) such Indebtedness is not secured by any assets other than the Collateral and shall not be incurred or Guaranteed by any Person other than one or more Loan Parties, (C) such Indebtedness is incurred under (and pursuant to) documentation other than this Agreement, and (D) if such Replacement Notes are incurred to refinance Indebtedness outstanding under the Loan Documents, then, except as otherwise set forth above in this Section 6.01(p), the other terms and conditions of such Replacement Notes, if not substantially identical to those applicable to the Indebtedness being refinanced (as determined by the Borrower in good faith), must either, at the option of the Borrower, (x) not be materially more restrictive to the Borrower and its Restricted Subsidiaries (as determined by the Borrower in good faith) than (when taken as a whole) those contained in the Indebtedness being refinanced (other than any terms which are applicable only after the then-existing Latest Maturity Date with respect to such Indebtedness), (y) be conformed (or added) to the Loan Documents for the benefit of the applicable Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Incremental Facility Amendment, it being understood that, without limitation, any amendment or modification to the Loan Documents that solely adds one or more terms for the benefit of the existing Term Lenders shall not require the consent of any such existing Term Lender so long as the form (but not the substance) of the applicable agreement effecting such amendment or modification is reasonably satisfactory to the Administrative Agent) or (z) reflect then current market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined by the Borrower in good faith); it being understood and agreed that any such Indebtedness that is pari passu with the 2019 New Term B-6 Loans, the Term B-3 Loans, the Term B-6-7 Loans and/or the Term B-7-8 Loans hereunder in right of payment and secured by the Collateral on a pari passu basis with the Liens on the Collateral securing the 2019 New Term B-6 Loans, the Term B-3 Loans, the Term B-6-7 Loans and/or the Term B-7-8 Loans may participate (x) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (y) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b);

(q)    [reserved];

(r)    Indebtedness of the Borrower and/or any Restricted Subsidiary in an aggregate outstanding principal amount not to exceed 200% of the amount of Net Proceeds received by the Borrower from any cash contribution (made in Cash or converted into Cash) to the common equity of the Borrower and from the issuance and sale by the Borrower of its Qualified Capital Stock, in each case, (i) other than any Net Proceeds received from the sale of Capital Stock to, or contributions from, the Borrower or any of its Restricted Subsidiaries and (ii) other than the Available Excluded Contribution Amount, Cure Amounts and amounts otherwise applied under the Available Amount to incur a transaction (the amount of any Net Proceeds or contribution utilized to incur Indebtedness in reliance on this clause (r), a “Contribution Indebtedness Amount”);

(s)    Indebtedness of the Borrower and/or any Restricted Subsidiary under any Derivative Transaction not entered into for speculative purposes;

(t)    Indebtedness of the Borrower and/or any Restricted Subsidiary representing (i) deferred compensation to current or former directors, officers, employees, members of management, managers, and consultants of the Borrower and/or any Restricted Subsidiary in the ordinary course of business and (ii) deferred compensation or other similar arrangements in connection with the Transactions, any Permitted Acquisition or any other Investment permitted hereby;

(u)    Indebtedness of the Borrower and/or any Restricted Subsidiary in an aggregate outstanding principal amount not to exceed the sum of (i) the greater of $185,000,000 and 1.325% of Consolidated Total Assets as of the last day of the most recently ended Test Period, plus (ii) at the election of the Borrower (and without duplication), any amount reallocated to this Section 6.01(u)(ii) from Section 6.04(a)(x) (provided that the Borrower may reallocate to Section 6.04(a)(x) any unutilized amounts under this 6.01(u)(ii) that were originally reallocated from Section 6.04(a)(x)));

(v)    [reserved];

(w)    [reserved];

(x)    [reserved];

(y)    [reserved];

(z)    Incremental Equivalent Debt;

(aa)    Indebtedness (including obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments with respect to such Indebtedness) incurred by the Borrower and/or any Restricted Subsidiary in respect of workers compensation claims, unemployment insurance (including premiums related thereto), other types of social security, pension obligations, vacation pay, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims;

(bb)    Indebtedness of any Restricted Subsidiary that is not a Loan Party under any Asset Financing Facility or CRE Financing (and any Guarantees and co-borrower obligations of the Borrower, any Restricted Subsidiary that is a Loan Party or any Restricted Subsidiary that is not a Loan Party, in each case, with respect to the foregoing), in each case, (i) to the extent that

such Indebtedness and obligations are not secured by the assets of any Loan Party (other than Capital Stock held by such Loan Party that constitutes Capital Stock issued by any Person that is not a Loan Party and is an obligor, or provides credit support, with respect to such Indebtedness) and (ii) so long as the Borrower is in compliance with Section 6.13(a) calculated on a Pro Forma Basis;

(cc)    [reserved];

(dd)    [reserved];

(ee)    unfunded pension fund and other employee benefit plan obligations and liabilities incurred by the Borrower and/or any Restricted Subsidiary in the ordinary course of business to the extent that the unfunded amounts would not otherwise cause an Event of Default under Section 7.01(i);

(ff)    security deposits, diligence deposits, purchase price deposits, reserves, advance payments and similar monetary items (in each case, to the extent constituting Indebtedness of the Borrower or any Restricted Subsidiary), received in the ordinary course of business (as determined in good faith by the Borrower) from current or prospective borrowers under any CRE Finance Asset, tenants or other occupants, purchasers for the acquisition, refinancing or occupancy of, or Investment in, CRE Finance Assets and Real Estate Investments;

(gg)    Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse (except for Standard Securitization Undertakings) to the Borrower or any of the Restricted Subsidiaries; and

(hh)    without duplication of any other Indebtedness, all premiums (if any), interest (including post-petition interest and payment in kind interest), accretion or amortization of original issue discount, fees, expenses and charges with respect to Indebtedness of the Borrower and/or any Restricted Subsidiary hereunder.

Section 6.02.Liens. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, create, incur, assume or permit or suffer to exist any Lien on or with respect to any property of any kind owned by it, whether now owned or hereafter acquired, or any income or profits therefrom, except:

(a)    Liens securing the Secured Obligations created pursuant to the Loan Documents;

(b)    Liens for Taxes which (i) are not then due and payable, or (ii) are being contested in accordance with Section 5.03;

(c)    statutory or common law Liens (and rights of set-off) of landlords, banks, brokers, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by applicable Requirements of Law, in each case incurred in the ordinary course of business (i) for amounts not yet overdue by more than ninety (90) days, (ii) for amounts that are overdue by more than ninety (90) days and that are being contested in good faith by appropriate proceedings, so long as any reserves or other appropriate provisions required by GAAP have been made for any such contested amounts or (iii) with respect to which the failure to make payment would not reasonably be expected to have a Material Adverse Effect;

(d)    Liens incurred (i) in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security laws and regulations, (ii) in the ordinary course of business to secure the performance of tenders, statutory obligations, surety, stay, customs and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money), (iii) pursuant to pledges and deposits of Cash or Cash Equivalents in the ordinary course of business securing (x) any liability for reimbursement or indemnification obligations of insurance carriers providing property, casualty, liability or other insurance to the Borrower and its Subsidiaries or (y) leases or licenses of property otherwise permitted by this Agreement and (iv) to secure Obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments posted with respect to the items described in clauses (i) through (iii) above;

(e)    Liens consisting of easements, rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions, conditions and other similar encumbrances and defects or irregularities in title, in each case, which, either (i) do not, in the aggregate, materially interfere with the ordinary conduct of the business of the Borrower and/or its Restricted Subsidiaries, taken as a whole, or both the then-current and intended use of the affected property or (ii) solely with respect to Real Estate Investments, any applicable title company providing the Borrower or any Restricted Subsidiary, or the applicable provider of CRE Financing with respect thereto, with title insurance with respect thereto insures over (without including an exception therefor);

(f)    Liens consisting of any (i) interest or title of a lessor, sub-lessor, licensor or sub-licensor under any lease, sublease or license of real estate permitted hereunder, (ii) landlord lien permitted by the terms of any lease, (iii) restriction or encumbrance to which the interest or title of such lessor, sub-lessor, licensor or sub-licensor may be subject or (iv) subordination of the interest of the lessee, sub-lessee, licensee or sub-licensee under such lease to any restriction or encumbrance referred to in the preceding clause (iii);

(g)    Liens (i) solely on any Cash earnest money deposits made by the Borrower and/or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement with respect to any Investment permitted hereunder and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 6.07;

(h)    purported Liens evidenced by the filing of UCC financing statements relating solely to operating leases or consignment or bailee arrangements, and Liens arising from precautionary UCC financing statements or similar filings;

(i)    Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(j)    Liens in connection with any zoning, building or similar Requirement of Law (including, without limitation, notices of violation) or right reserved to or vested in any Governmental Authority to control or regulate the use of any or dimensions of real property or the structure thereon, including Liens in connection with any condemnation or eminent domain proceeding or compulsory purchase order;

(k)    Liens securing Indebtedness permitted pursuant to, and subject to the provisions (including with respect to priority and whether permitted to be secured) set forth in, Section 6.01(p) (solely with respect to the permitted refinancing of (x) Indebtedness permitted

pursuant to Sections 6.01(i), (m), (n), (y) and (z) (provided that, in the case of Indebtedness incurred pursuant to Section 6.01(z), such Liens extend only to Collateral) and (y) Indebtedness that is secured in reliance on Section 6.02(u) (without duplication of any amount outstanding thereunder)); provided that (i) no such Lien extends to any asset not covered by the Lien securing the Indebtedness that is being refinanced unless otherwise permitted by this Section 6.02 and (ii) if the Lien securing the Indebtedness being refinanced applied to Collateral and was subject to intercreditor arrangements, then any Lien as to such Collateral securing any refinancing Indebtedness in respect thereof shall be subject to (A) intercreditor arrangements that are not materially less favorable to the Secured Parties, taken as a whole, than the intercreditor arrangements governing the Lien securing the Indebtedness that is refinanced or (B) an Acceptable Intercreditor Agreement;

(l)    Liens existing, or required pursuant to commitments existing on the Closing Date and, to the extent any such Lien secures amounts in excess of $6,000,000, described on Schedule 6.02 and any modification, replacement, refinancing, renewal or extension thereof; provided that (i) no such Lien extends to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 6.01, (B) proceeds and products thereof, replacements, accessions or additions thereto and improvements thereon (it being understood that individual financings of the type permitted under Section 6.01(m) provided by any lender may be cross-collateralized to other financings of such type provided by such lender or its affiliates) and (C) Liens otherwise permitted by this Section 6.02, and (ii) any such modification, replacement, refinancing, renewal or extension of the obligations secured or benefited by such Liens, if constituting Indebtedness, is permitted by Section 6.01;

(m)    [reserved];

(n)    Liens securing Indebtedness permitted pursuant to Section 6.01(m); provided that any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness and proceeds and products thereof, replacements, accessions or additions thereto and improvements thereon (it being understood that individual financings of the type permitted under Section 6.01(m) provided by any lender may be cross-collateralized to other financings of such type provided by such lender or its affiliates);

(o)    (i) Liens securing Indebtedness permitted pursuant to Section 6.01(n) on the relevant acquired assets or on the Capital Stock and assets of the relevant acquired Subsidiary at the time such Person becomes a Subsidiary and (ii) Liens on property or other assets at the time the Borrower or a Restricted Subsidiary acquired the property or such other assets, including any acquisition by means of a merger, amalgamation or consolidation with or into the Borrower or any Restricted Subsidiary; provided that no such Lien (x) extends to or covers any other assets (other than the proceeds or products thereof, replacements, accessions or additions thereto and improvements thereon) or (y) was created in contemplation of the applicable acquisition or Investment or in contemplation of such Person becoming a Subsidiary;

(p)    (i) Liens that are contractual rights of setoff or netting relating to (A) the establishment of depositary relations with banks not granted in connection with the issuance of Indebtedness, (B) pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any Restricted Subsidiary, (C) purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business and (D) commodity trading or other brokerage accounts incurred in the ordinary

course of business, (ii) Liens encumbering reasonable customary initial deposits and margin deposits, (iii) bankers Liens and rights and remedies as to Deposit Accounts, (iv) Liens of a collection bank arising under Section 4-208 or 4-210 of the UCC on items in the ordinary course of business, (v) Liens in favor of banking or other financial institutions arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution and that are within the general parameters customary in the banking industry or arising pursuant to such banking institution’s general terms and conditions, (vi) Liens on the proceeds of any Indebtedness incurred in connection with any transaction permitted hereunder, which proceeds have been deposited into an escrow account on customary terms to secure such Indebtedness pending the application of such proceeds to finance such transaction, (vii) Liens of the type described in the foregoing clauses (i), (ii), (iii), (iv) and (v) securing obligations under Sections 6.01(f), 6.01(s) and/or 6.01(ff) and (viii) Liens in favor of any servicer, depository or cash management bank, title company, custodian, bailee or other service provider in connection with the administration of any Asset Financing Facility or CRE Financing;

(q)    Liens on assets and Capital Stock of Restricted Subsidiaries that are not Loan Parties (including Capital Stock owned by such Persons) securing Indebtedness, Refinancing Indebtedness and other obligations of Restricted Subsidiaries that are not Loan Parties permitted under this Agreement (or co-borrower or guarantee obligations of any Loan Party with respect to Indebtedness and other obligations permitted under Section 6.01(bb) as to which any Restricted Subsidiary that is not a Loan Party is the primary obligor thereunder);

(r)    Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of the Borrower and/or its Restricted Subsidiaries;

(s)    Liens securing Indebtedness incurred in reliance on, and subject to the provisions, (including with respect to priority and whether permitted to be secured), set forth in, Section 6.01(z); provided, that any Lien that is granted in reliance on this clause (s) on the Collateral shall be subject to an Acceptable Intercreditor Agreement;

(t)    Liens on assets securing Asset Financing Facilities and CRE Financings; provided that no such Lien extends to any additional assets other than (i) the CRE Finance Assets or Real Estate Investments, as applicable, financed by such Asset Financing Facility or CRE Financing, as applicable,(ii) any corresponding Financing Equity and (iii) other assets ancillary to such CRE Finance Asset or Real Estate Investments owned by the Financing SPE Subsidiary under such Asset Financing Facility or CRE Financing, as applicable;

(u)    (i) Liens on assets securing Indebtedness or other obligations in an aggregate principal amount at any time outstanding not to exceed the greater of $185,000,000 and 1.325% of Consolidated Total Assets as of the last day of the most recently ended Test Period and (ii) Liens with respect to property or assets of the Borrower or any of its Restricted Subsidiaries securing obligations not to exceed the amount under Section 6.04(a)(x) that is then reallocated to Section 6.01(u)(ii);

(v)    (i) Liens on assets securing judgments, awards, attachments and/or decrees and notices of lis pendens and associated rights relating to litigation being contested in good faith not constituting an Event of Default under Section 7.01(h) and (ii) any pledge and/or deposit securing any settlement of litigation;

(w)    (i) leases, subleases, licenses, sublicense concessions or other occupancy agreements granted to others in the ordinary course of business (determined by the Borrower in good faith) which do not secure any Indebtedness, and (ii) restrictions and encumbrances to which the interest or title of the Borrower or any Restricted Subsidiary as lessor, sub-lessor, licensor or sub-licensor may be subject in connection therewith (including, without limitation, under any non-disturbance provisions);

(x)    Liens on Securities that are the subject of repurchase agreements constituting Investments permitted under Section 6.06 arising out of such repurchase transaction;

(y)    Liens securing obligations in respect letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments permitted under Sections 6.01(d), (e), (g) and (aa);

(z)    Liens arising (i) out of conditional sale, title retention, consignment or similar arrangements for the sale of any asset in the ordinary course of business and permitted by this Agreement or (ii) by operation of law under Article 2 of the UCC (or similar Requirement of Law under any jurisdiction);

(aa)    Liens (i) in favor of any Loan Party and/or (ii) granted by any non-Loan Party in favor of any Restricted Subsidiary that is not a Loan Party;

(bb)    Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(cc)    Liens on specific items of inventory or other goods and the proceeds thereof securing the relevant Person’s obligations in respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods;

(dd)    licenses, sublicenses and cross-licenses involving any IP Rights in the ordinary course of business or on a non-exclusive basis;

(ee)    (i) Liens on Capital Stock of joint ventures or Unrestricted Subsidiaries securing capital contributions to, or obligations of, such Persons, (ii) rights of first refusal and tag, drag, forced sale, major decisions and similar rights in joint venture agreements and agreements with respect to non-Wholly-Owned Subsidiaries, in each case, in the ordinary course of business (determined by the Borrower in good faith) and (iii) Liens on Capital Stock in joint ventures pursuant to the relevant joint venture agreement or arrangement;

(ff)    Liens on cash or Cash Equivalents arising in connection with the defeasance, discharge or redemption of Indebtedness;

(gg)    Liens consisting of the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business;

(hh)    Liens on the Collateral (i) ranking pari passu in right of priority with the Liens on the Collateral securing the Term Loans to the extent the Senior Debt to Total Assets Ratio does not exceed 80.0% on a Pro Forma Basis and (ii) ranking junior in right of priority to the Liens on the Collateral securing the Term Loans to the extent the Total Debt to Total Assets Ratio

does not exceed 82.0% on a Pro Forma Basis; provided that, in the case of each of clause (i) and (ii), such Liens shall be subject to any applicable Acceptable Intercreditor Agreement;

(ii)    Liens on the Securitization Assets arising in connection with a Qualified Securitization Financing;

(jj)    Liens disclosed in any Mortgage Policy delivered pursuant to Section 5.12 with respect to any Material Real Estate Asset and any replacement, extension or renewal thereof; provided that no such replacement, extension or renewal Lien shall cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal (and additions thereto, improvements thereon and the proceeds thereof); and

(kk)    Liens on Financing Equity or CRE Finance Assets securing funding obligations or commitments of the Borrower or any Financing SPE Subsidiary in respect of such CRE Finance Asset (including such Liens provided under any co-lender, intercreditor, participation or similar agreement).

Section 6.03.[Reserved].

Section 6.04.Restricted Payments; Restricted Debt Payments.

(a)The Borrower shall not pay or make, directly or indirectly, any Restricted Payment, except that:

(i)the Borrower may make Restricted Payments consisting of dividends or other similar distributions on account of its Capital Stock declared by the Borrower in any Fiscal Quarter; provided that such dividends or similar distributions may be paid by the Borrower within sixty (60) calendar days following the date that such dividend or other distribution is declared by the Borrower; provided, further, that, solely for purposes of this clause (i), the amount of such dividends or distributions declared in any Fiscal Quarter as to which Restricted Payments are made pursuant to this clause (i) shall not exceed the greater of (x) the amount necessary to enable the Borrower to maintain its REIT Status (provided that the Borrower may make such distributions in the form of cash or Cash Equivalents notwithstanding whether dividends in a form other than cash or Cash Equivalents would be sufficient to maintain the Borrower’s REIT Status) and (y) 100.0% of estimated Core Earnings of the Borrower and its Subsidiaries, determined in good faith by the Borrower on a run-rate basis as of the date of declaration of the relevant Restricted Payment, for the full fiscal quarter in which the applicable Restricted Payment is declared;

(ii)the Borrower may pay to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of the Borrower or any Subsidiary held by any present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of the Borrower or any Subsidiary (or of the Manager or any Affiliate thereof):

(A)    with Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of the Borrower or any Subsidiary held by any present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of the Borrower or any Subsidiary (or of the

Manager or any Affiliate thereof)) in an amount not to exceed, in any Fiscal Year, the greater of $25,000,000 and 0.18% of Consolidated Total Assets as of the last day of the most recently ended Test Period calculated on a Pro Forma Basis, which, if not used in such Fiscal Year, shall be carried forward to succeeding Fiscal Years;

(B)    with the proceeds of any sale or issuance of, or any capital contribution in respect of, the Capital Stock of the Borrower (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the Borrower or any Restricted Subsidiary (other than any such proceeds or contribution that forms part of any Available Excluded Contribution Amount, Cure Amount or outstanding Contribution Indebtedness Amount or to the extent such proceeds or contribution has increased the Available Amount and is applied to incur an applicable transaction under the Available Amount)); or

(C)    with the net proceeds of any key-man life insurance policies;

(iii)the Borrower may make Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (iii)(A) and/or (B) the portion, if any, of the unutilized Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (iii)(B);

(iv)the Borrower may make Restricted Payments consisting of Cash payments in lieu of the issuance of fractional shares in connection with the exercise, settlement, grant or vesting of warrants, options or other securities convertible into or exchangeable for, or otherwise based on, Capital Stock of the Borrower;

(v)the Borrower may repurchase Capital Stock upon the exercise, settlement, grant or vesting of warrants, options or other securities convertible into or exchangeable for, or otherwise based on, Capital Stock if such Capital Stock represents all or a portion of the exercise price of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for, or otherwise based on, Capital Stock;

(vi)[reserved];

(vii)[reserved];

(viii)the Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any Capital Stock (“Treasury Capital Stock”) of the Borrower and/or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of the Borrower to the extent any such proceeds are contributed to the capital of the Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; provided that any amount applied to make a Restricted Payment pursuant to this clause (viii) shall not be applied or used as any Cure Amount or any Contribution Indebtedness Amount or to increase the Available Amount or the Available Excluded Contribution Amount;

(ix)to the extent constituting a Restricted Payment, the Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Sections 6.09(d), (j) and (q));

(x)the Borrower may make Restricted Payments in an aggregate amount not to exceed the greater of $350,000,000 and 2.5% of Consolidated Total Assets as of the last day of the most recently ended Test Period calculated on a Pro Forma Basis, so long as no Event of Default under Section 7.01(a), (f) or (g) exists, minus any amounts then reallocated at the election of the Borrower (and without duplication) to Section 6.01(u), Section 6.04(b)(iv) or Section 6.06(q)(i) at such time of determination;

(xi)[reserved];

(xii)the Borrower may make Restricted Payments with the Capital Stock of, or Indebtedness owed to the Borrower or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents contributed by the Borrower and its Restricted Subsidiaries); and

(xiii)the Borrower may declare and make dividend payments or other Restricted Payments payable solely in the Capital Stock of the Borrower.

(b)The Borrower shall not, nor shall it permit any Restricted Subsidiary to, make any Prepayment in respect of principal of any Junior Debt, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Debt more than one (1) year prior to the scheduled maturity date thereof (collectively, “Restricted Debt Payments”), except:

(i)with respect to any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of Junior Debt made by exchange for, or out of the proceeds of, either (x) Refinancing Indebtedness or (y) any other Indebtedness or Disqualified Capital Stock permitted pursuant to Section 6.01;

(ii)as part of an applicable high yield discount obligation catch-up payment;

(iii)payments of regularly scheduled interest (including any penalty interest, if applicable) and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Debt that are prohibited by the subordination provisions thereof);

(iv)Restricted Debt Payments in an aggregate amount not to exceed the portion, if any, of Section 6.04(a)(x) at such time of determination that the Borrower elects to reallocate to this Section 6.04(b)(iv);

(v)(A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of the Borrower and/or any capital contribution in respect of Qualified Capital Stock of the Borrower, in each case, other than any such issuance to, or contribution by, any Restricted Subsidiary and except to the extent such amount is applied as any Cure Amount or utilized to incur outstanding Indebtedness pursuant to the Contribution Indebtedness Amount or to make any Restricted Payment, Investment or Restricted Debt Payment pursuant to the Available Amount or the Available Excluded Contribution Amount, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Junior Debt into Qualified

Capital Stock of the Borrower and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Junior Debt that is permitted under Section 6.01;

(vi)Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (vi)(A) and (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (vi)(B); and

(vii)(A) Restricted Debt Payments of Junior Debt made with Declined Proceeds (it being understood that any Declined Proceeds applied to make Restricted Debt Payments in reliance on this Section 6.04(b)(vii)(A) shall not increase the amount available under clause (a)(ix) of the definition of “Available Amount” to the extent so applied) and (B) Restricted Debt Payments of Junior Debt to the extent such Junior Debt was assumed in connection with a Permitted Acquisition or other permitted Investment, which such assumption by permitted under Section 6.01, and such Junior Debt was not issued in contemplation of such Permitted Acquisition.

Section 6.05.Burdensome Agreements. Except as provided herein or in any other Loan Document and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (x) any Restricted Subsidiary of the Borrower that is not a Loan Party to pay dividends or other distributions to the Borrower or any Loan Party, (y) any Restricted Subsidiary that is not a Loan Party to make cash loans or advances to the Borrower or any Loan Party or (z) any Loan Party to create, permit or grant a Lien on any of its properties or assets to secure the Secured Obligations (each, a “Burdensome Agreement”), except restrictions:

(a)    set forth in any agreement evidencing or relating to (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (r), (u) and/or (y) of Section 6.01), (r), (u), (y), (bb) or (ff) of Section 6.01;

(b)    arising under customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in CRE Finance Assets, Real Estate Investments, leases, subleases, licenses, sublicenses, concessions, occupancy agreements, joint venture agreements, co-lender agreements, intercreditor agreements, participation agreements, purchase and sale agreements, servicing agreements, custodial agreements and other agreements entered into in the ordinary course of business (determined by the Borrower in good faith);

(c)    that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any assets or Capital Stock not otherwise prohibited under this Agreement;

(d)    that are assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the

Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired and was not created in connection with or in anticipation of such acquisition;

(e)    set forth in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition;

(f)    set forth in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis;

(g)    imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements;

(h)    on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist;

(i)    set forth in documents which exist on the Closing Date and were not created in contemplation thereof;

(j)    arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower);

(k)    arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit;

(l)    arising in any Hedge Agreement (or any other agreement relating to any Derivative Transaction permitted under this Agreement) or any customary agreement in respect of deposit, treasury or cash management services;

(m)    relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which is imposed pursuant to an agreement entered into in connection with any Disposition of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;

(n)    set forth in any agreement relating to any Permitted Lien that limit the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto;

(o)    set forth in agreements entered into in connection with the administration, operation or management of CRE Finance Assets, Asset Financing Facilities, Real Estate Investments and/or CRE Financings in the ordinary course of business (as determined in good faith by the Borrower);

(p)    imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (n) above; provided that no such amendment, modification,

restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Section 6.06.Investments. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, make or own any Investment in any other Person except:

(a)    Cash or Investments that were Cash Equivalents at the time made;

(b)    (i) Investments in the Borrower and/or one or more Restricted Subsidiaries and (ii) Investments made by any Loan Party and/or any Restricted Subsidiary that is not a Loan Party in the form of any contribution to or Disposition of the Capital Stock of any Person to the Borrower or any Restricted Subsidiary;

(c)    Investments (i) constituting deposits, prepayments and/or other credits to suppliers, (ii) made in connection with obtaining, maintaining or renewing client and customer contracts and/or (iii) in the form of advances made to distributors, suppliers, licensors and licensees, in each case, in the ordinary course of business or, in the case of clause (iii), to the extent necessary to maintain the ordinary course of supplies to the Borrower or any Restricted Subsidiary;

(d)    Investments in any Similar Business (including, for the avoidance of doubt, to the extent constituting a Similar Business, joint ventures) in an aggregate outstanding amount not to exceed the greater of $50,000,000 and 0.36% of Consolidated Total Assets as of the last day of the most recently ended Test Period calculated on a Pro Forma Basis;

(e)    Permitted Acquisitions;

(f)    Investments (i) existing on, or contractually committed to or contemplated as of, the Closing Date and, to the extent any such Investment in excess of $6,000,000, described on Schedule 6.06 and (ii) any modification, replacement, renewal or extension of any Investment described in clause (i) above so long as no such modification, renewal or extension increases the amount of such Investment except by the terms thereof or as otherwise permitted by this Section 6.06;

(g)    Investments received in lieu of Cash in connection with any Disposition permitted by Section 6.07 or any other disposition of assets not constituting a Disposition;

(h)    loans or advances to present or former employees, directors, members of management, officers, managers or consultants or independent contractors (or their respective Immediate Family Members) of the Borrower, its Subsidiaries, the Manager (or its Affiliates) and/or any joint venture to the extent permitted by Requirements of Law, in connection with such Person’s purchase of Capital Stock of the Borrower, either (i) in an aggregate principal amount not to exceed the greater of $10,000,000 and 0.0725% of Consolidated Total Assets as of the last day of the most recently ended Test Period calculated on a Pro Forma Basis at any one time outstanding or (ii) so long as the proceeds of such loan or advance are substantially contemporaneously contributed to the Borrower for the purchase of such Capital Stock;

(i)    Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business;

(j)    Investments consisting of (or resulting from) Indebtedness permitted under Section 6.01 (other than Indebtedness permitted under Sections 6.01(b) and (h)), Permitted Liens, Restricted Payments permitted under Section 6.04 (other than Section 6.04(a)(ix)), Restricted Debt Payments permitted by Section 6.04 and mergers, consolidations, amalgamations, liquidations, windings up, dissolutions or Dispositions permitted by Section 6.07 (other than Section 6.07(a) (if made in reliance on subclause (ii)(y) of the proviso thereto), Section 6.07(b) (if made in reliance on clause (ii) therein), Section 6.07(c)(ii) (if made in reliance on clause (B) therein) and Section 6.07(g));

(k)    Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers;

(l)    Investments (including debt obligations and Capital Stock) received (i) in connection with the bankruptcy or reorganization of any Person, (ii) in settlement of delinquent obligations of, or other disputes with, customers, suppliers and other account debtors arising in the ordinary course of business, (iii) upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment and/or (iv) as a result of the settlement, compromise, resolution of litigation, arbitration or other disputes;

(m)    loans and advances of payroll payments or other compensation to present or former employees, directors, members of management, officers, managers or consultants of the Borrower or its Restricted Subsidiaries, in each case, to the extent such payments or other compensation relate to services provided to the Borrower or its Restricted Subsidiaries in the ordinary course of business;

(n)    Investments to the extent that payment therefor is made solely with Qualified Capital Stock of the Borrower, in each case, to the extent not resulting in a Change of Control;

(o)    (i) Investments of any Restricted Subsidiary acquired after the Closing Date, or of any Person acquired by, or merged into or consolidated or amalgamated with, the Borrower or any Restricted Subsidiary after the Closing Date, in each case as part of an Investment otherwise permitted by this Section 6.06 to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of the relevant acquisition, merger, amalgamation or consolidation and (ii) any modification, replacement, renewal or extension of any Investment permitted under clause (i) of this Section 6.06(o) so long as no such modification, replacement, renewal or extension thereof increases the original amount of such Investment except as otherwise permitted by this Section 6.06;

(p)    Investments in CRE Finance Assets and Real Estate Investments;

(q)    Investments made after the Closing Date by the Borrower and/or any of its Restricted Subsidiaries in an aggregate amount at any time outstanding not to exceed, without duplication:

(i)    the sum of (X) greater of $50,000,000 and 0.36% of Consolidated Total Assets as of the last day of the most recently ended Test Period calculated on a Pro

Forma Basis and (Y) at the election of the Borrower (and without duplication), any amounts then reallocated from Section 6.04(a)(x) to this Section 6.06(q)(i)(Y) (provided that the Borrower may reallocate to Section 6.04(a)(x) any unutilized amounts under this Section 6.06(q)(i)(Y) that were originally reallocated from Section 6.04(a)(x)), plus

(ii)    in the event that (A) the Borrower or any of its Restricted Subsidiaries makes any Investment after the Closing Date in any Person that is not a Restricted Subsidiary and (B) such Person subsequently becomes a Restricted Subsidiary, an amount equal to 100.0% of the fair market value of such Investment as of the date on which such Person becomes a Restricted Subsidiary;

(r)    Investments made after the Closing Date by the Borrower and/or any of its Restricted Subsidiaries in an aggregate outstanding amount not to exceed (i) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (r)(i) and/or (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (r)(ii);

(s)    (i) Guarantees of leases (other than Finance Leases) or of other obligations not constituting Indebtedness and (ii) Guarantees of the lease obligations of suppliers, customers, franchisees and licensees of the Borrower and/or its Restricted Subsidiaries, in each case, in the ordinary course of business;

(t)    [reserved];

(u)    repurchases of Secured Obligations through open market purchases and Dutch Auctions, in each case, to the extent such repurchase or purchase is otherwise permitted hereunder;

(v)    Investments in Restricted Subsidiaries in connection with internal reorganizations and/or restructurings and activities related to tax planning; provided that, after giving effect to any such reorganization, restructuring or activity, neither the Loan Guaranty, taken as a whole, nor the security interest of the Administrative Agent in the Collateral, taken as a whole, is materially impaired;

(w)    Investments under any Derivative Transaction of the type permitted under Section 6.01(s);

(x)    Investments in any joint ventures and Unrestricted Subsidiaries in an aggregate amount not to exceed the greater of $50,000,000 and 0.36% of Consolidated Total Assets as of the last day of the most recently ended Test Period calculated on a Pro Forma Basis;

(y)    Investments made in joint ventures as required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture agreements and similar binding arrangements entered into in the ordinary course of business;

(z)    Investments made in connection with any nonqualified deferred compensation plan or arrangement for any present or former employees, directors, members of management, officers, managers or consultants or independent contractors (or their respective Immediate Family Members) of the Borrower, its Subsidiaries, the Manager (or its Affiliates) and/or any joint venture;

(aa)    Investments in the Borrower, any Restricted Subsidiary and/or joint venture in connection with intercompany cash management arrangements and related activities in the ordinary course of business;

(bb)    Investments so long as (x) no Event of Default under Section 7.01(a), (f) or (g) exists or would result therefrom and (y) on a Pro Forma Basis, the Total Debt to Total Assets Ratio does not exceed 82.0% as of the last day of the most recently ended Test Period calculated on a Pro Forma Basis;

(cc)    any Investment made by any Unrestricted Subsidiary prior to the date on which such Unrestricted Subsidiary is designated as a Restricted Subsidiary so long as the relevant Investment was not made in contemplation of the designation of such Unrestricted Subsidiary as a Restricted Subsidiary;

(dd)    Investments consisting of the licensing or contribution of IP Rights pursuant to joint marketing arrangements with other Persons; and

(ee)    so long as the Borrower would be in compliance with Section 6.13(a) on a Pro Forma Basis, (i) Investments in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in connection with a Qualified Securitization Financing; provided, however, that any such Investment in a Securitization Subsidiary is in the form of a contribution of additional Securitization Assets or equity and (ii) distributions or payments of Securitization Fees and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing.

Section 6.07.Fundamental Changes; Disposition of Assets. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, consummate a Division as the Dividing Person, or liquidate, wind up or dissolve themselves (or suffer any liquidation or dissolution), or otherwise make any Disposition of any assets, except:

(a)    (i) any Restricted Subsidiary may be merged, consolidated or amalgamated with or into the Borrower or any other Restricted Subsidiary and (ii) any Restricted Subsidiary may consummate a Division as the Dividing Person if, immediately upon the consummation of the Division, the assets of the applicable Dividing Person are held by one or more Subsidiaries at such time, or, with respect to assets not so held by one or more Subsidiaries, such Division, in the aggregate, would otherwise result in a Disposition permitted by Section 6.07 (other than Section 6.07(a); provided that (A) in the case of any such merger, consolidation or amalgamation with or into the Borrower, (1) the Borrower shall be the continuing or surviving Person or (2) if the Person formed by or surviving any such merger, consolidation or amalgamation is not the Borrower (any such Person, the “Successor Borrower”), (x) the Successor Borrower shall be an entity organized or existing under the law of the U.S., any state thereof or the District of Columbia, (y) the Successor Borrower shall expressly assume the Obligations of the Borrower in a manner reasonably satisfactory to the Administrative Agent and (z) except as the Administrative Agent may otherwise agree, each Guarantor, unless it is the other party to such merger, consolidation or amalgamation, shall have executed and delivered a reaffirmation agreement with respect to its obligations under the Loan Guaranty and the other Loan Documents; it being understood and agreed that if the foregoing conditions under clauses (x) through (z) are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement and the other Loan Documents, and (B) in the case of any such merger or Division, consolidation or amalgamation with or into the Borrower or any Subsidiary Guarantor, either (1)

the Borrower or a Subsidiary Guarantor shall be the continuing or surviving Person or the continuing or surviving Person shall expressly assume the obligations of the Borrower or Subsidiary Guarantor in a manner reasonably satisfactory to the Administrative Agent or (2) the relevant transaction shall be treated as an Investment and shall comply with Section 6.06;

(b)    Dispositions (including of Capital Stock) among the Borrower and/or any Restricted Subsidiary (upon voluntary liquidation or otherwise) (including as a result of a Division);

(c)    (i) the liquidation or dissolution of any Restricted Subsidiary if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower, is not materially disadvantageous to the Lenders and the Borrower or any Restricted Subsidiary receives any assets of the relevant dissolved or liquidated Restricted Subsidiary; provided that in the case of any liquidation or dissolution of any Loan Party that results in a distribution of assets to any Restricted Subsidiary that is not a Loan Party, such distribution shall be treated as an Investment and shall comply with Section 6.06 (other than in reliance on clause (j) thereof); (ii) any merger or Division, amalgamation, dissolution, liquidation or consolidation, the purpose of which is to effect (A) any Disposition otherwise permitted under this Section 6.07 (other than clause (a), clause (b) or this clause (c)) or (B) any Investment permitted under Section 6.06; and (iii) the conversion of the Borrower or any Restricted Subsidiary into another form of entity, so long as such conversion does not adversely affect the value of the Loan Guaranty or Collateral, if any;

(d)    (x) Dispositions of obsolete, damaged or worn out property or assets, inventory, equipment and other assets in the ordinary course of business (as determined in good faith by the management of the Borrower), and property or assets no longer used or useful in the ordinary course or the principal business of the Borrower and its Restricted Subsidiaries) and (y) the leasing or subleasing of real property in the ordinary course of business;

(e)    Dispositions of surplus, obsolete, used or worn out property or other property that, in the reasonable judgment of the Borrower, is (A) no longer useful in its business (or in the business of any Restricted Subsidiary of the Borrower) or (B) otherwise economically impracticable to maintain;

(f)    Dispositions of Cash and/or Cash Equivalents and/or other assets that were Cash Equivalents when the relevant original Investment was made;

(g)    Dispositions, mergers, Divisions, amalgamations, consolidations or conveyances that constitute (w) Investments permitted pursuant to Section 6.06 (other than Section 6.06(j)), (x) Permitted Liens and (y) Restricted Payments permitted by Section 6.04(a) (other than Section 6.04(a)(ix));

(h)    Dispositions for fair market value; provided that with respect to any such Disposition involving assets with a purchase price in excess of the greater of $45,000,000 and 0.35% of Consolidated Total Assets as of the last day of the most recently ended Test Period calculated on a Pro Forma Basis, at least 75% of the consideration for such Disposition shall consist of Cash or Cash Equivalents (provided that for purposes of the 75% Cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to the Borrower or any Restricted Subsidiary) of the Borrower or any Restricted Subsidiary (as shown on such Person’s

most recent balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and for which the Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by the Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) that is at that time outstanding, not in excess of the greater of $105,000,000 and 0.75% of Consolidated Total Assets as of the last day of the most recently ended Test Period, in each case, shall be deemed to be Cash); provided, further, that (x) on the date on which the agreement governing such Disposition is executed, no Event of Default under Section 7.01(a), (f) or (g) exists and (y) the Net Proceeds of such Disposition shall be applied and/or reinvested as (and to the extent) required by Section 2.11(b)(ii);

(i)    to the extent that (i) the relevant property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of the relevant Disposition are promptly applied to the purchase price of such replacement property;

(j)    Dispositions of investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(k)    Dispositions of notes receivable or accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or in connection with the collection or compromise thereof;

(l)    Dispositions and/or terminations of leases, subleases, licenses or sublicenses (including the provision of software under any open source license), (i) the Disposition or termination of which will not materially interfere with the business of the Borrower and its Restricted Subsidiaries or (ii) which relate to closed facilities or the discontinuation of any product line;

(m)    (i) any termination of any lease in the ordinary course of business, (ii) any expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or litigation claims (including in tort) in the ordinary course of business;

(n)    Dispositions of property subject to foreclosure, casualty, eminent domain or condemnation proceedings (including in lieu thereof or any similar proceeding);

(o)    Dispositions or consignments of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed;

(p)    Dispositions of Real Estate Investments in the ordinary course of business (as determined in good faith by the Borrower);

(q)    Disposition of any assets (i) acquired in a acquisition or other investment permitted hereunder, which assets are (x) not used or useful in the ordinary course or the principal business of the Borrower and its Restricted Subsidiaries or (y) non-core assets or unnecessary to the business or operations of the Borrower and its Restricted Subsidiaries or (ii) made in connection with the approval of any applicable antitrust authority or otherwise necessary or advisable in the good faith determination of the Borrower to consummate any acquisition permitted hereunder;

(r)    exchanges or swaps, including transactions covered by Section 1031 of the Code (or any comparable provision of any foreign jurisdiction), of assets so long as any such exchange or swap is made for fair value (as reasonably determined by the Borrower) for like assets; provided that, upon the consummation of any such exchange or swap by any Loan Party, to the extent the assets received do not constitute an Excluded Asset, the Administrative Agent has a perfected Lien with the same priority as the Lien held on the Real Estate Assets so exchanged or swapped;

(s)    [reserved];

(t)    (i) licensing, sublicensing and cross-licensing arrangements involving any IP Rights of the Borrower or any Restricted Subsidiary in the ordinary course of business and (ii) Dispositions, abandonments, cancellations or lapses of IP Rights, or issuances or registrations, or applications for issuances or registrations, of IP Rights, which, in the reasonable business judgment of the Borrower, are not material to the conduct of the business of the Borrower or its Restricted Subsidiaries, or are no longer economical to maintain in light of its use;

(u)    terminations or unwinds of Derivative Transactions;

(v)    Dispositions of Capital Stock of, or sales of Indebtedness or other Securities of, Unrestricted Subsidiaries;

(w)    [reserved];

(x)    Dispositions made to comply with any order of any Governmental Authority or any applicable Requirement of Law;

(y)    any merger, consolidation, Disposition or conveyance the sole purpose of which is to reincorporate or reorganize (i) any Domestic Subsidiary in another jurisdiction in the U.S. and/or (ii) any Foreign Subsidiary in the U.S. or any other jurisdiction;

(z)    any sale of motor vehicles and information technology equipment purchased at the end of an operating lease and resold thereafter;

(aa)    Dispositions involving assets having a fair market value (as reasonably determined by the Borrower at the time of the relevant Disposition) of not more than the greater of $50,000,000 and 0.36% of Consolidated Total Assets as of the last day of the most recently ended Test Period calculated on a Pro Forma Basis in any Fiscal Year, which, if not used in such Fiscal Year, shall be carried forward to succeeding Fiscal Years;

(bb)    so long as the Borrower would be in compliance with Section 6.13(a) on a Pro Forma Basis, any Disposition of Securitization Assets to a Securitization Subsidiary; provided,

that such Disposition shall be for no less than the fair market value of such property at the time of such Disposition as determined by the Borrower in good faith; and

(cc)    any Disposition of Securitization Assets (other than to a Securitization Subsidiary) or related assets in connection with any Qualified Securitization Financing.

To the extent that any Collateral is Disposed of as expressly permitted by this Section 6.07 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, which Liens shall be automatically released upon the consummation of such Disposition; it being understood and agreed that the Administrative Agent shall be authorized to take, and shall take, any actions deemed appropriate in order to effect the foregoing in accordance with Article 8 hereof.

Section 6.08.[Reserved].

Section 6.09.Transactions with Affiliates. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payment in excess of $15,000,000 with any of their respective Affiliates on terms that are less favorable to the Borrower or such Restricted Subsidiary, as the case may be (as reasonably determined by the Borrower), than those that might be obtained at the time in a comparable arm’s-length transaction from a Person who is not an Affiliate; provided that the foregoing restriction shall not apply to:

(a)    any transaction between or among the Borrower and/or one or more Restricted Subsidiaries (or any entity that becomes a Restricted Subsidiary as a result of such transaction) to the extent permitted or not restricted by this Agreement;

(b)    any issuance, sale or grant of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of employment arrangements, stock options, incentive equity awards and similar arrangements, and stock or other equity ownership plans approved by the board of directors (or equivalent governing body) of the Borrower or any Restricted Subsidiary;

(c)    (i) any collective bargaining, employment or severance agreement or compensatory (including profit sharing) arrangement entered into by the Borrower or any of its Restricted Subsidiaries with their respective current or former officers, directors, members of management, managers, employees, consultants or independent contractors of the Borrower or its Subsidiaries (or of the Manager or its Affiliates), (ii) any subscription agreement or similar agreement pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights with current or former officers, directors, members of management, managers, employees, consultants or independent contractors and (iii) transactions pursuant to any employee compensation, benefit plan, stock option, equity incentive plan or similar arrangement and stock or other equity ownership plans, any health, disability or similar insurance plan which covers current or former officers, directors, members of management, managers, employees, consultants or independent contractors or any employment contract or arrangement;

(d)    (i) transactions permitted by Sections 6.01(d), (o) and (ee), 6.04 and 6.06(h), (m), (o), (t), (y), (z) and (aa) and (ii) issuances of Capital Stock and issuances and incurrences of Indebtedness not restricted by this Agreement;

(e)    transactions in existence on the Closing Date and any amendment, modification or extension thereof to the extent such amendment, modification or extension, taken as a whole, is not (i) materially adverse to the Lenders or (ii) more disadvantageous to the Lenders than the relevant transaction in existence on the Closing Date;

(f)    (i) so long as no Event of Default under Sections 7.01(a), 7.01(f) or 7.01(g) then exists or would result therefrom (provided, that during such an Event of Default such fees may continue to accrue and become payable upon the waiver, termination or cure of the relevant Event of Default), the payment of management, monitoring, consulting, transaction, oversight, advisory and similar fees to the Manager (or its Affiliates) pursuant to any management agreement in place from time to time between the Borrower and the Manager (to the extent such management agreement is approved or ratified by the board of directors of the Borrower) and (ii) the payment or reimbursement of all indemnification obligations and expenses owed to the Manager (or its Affiliates) and any of their respective directors, officers, members of management, managers, employees and consultants, in each case whether currently due or paid in respect of accruals from prior periods;

(g)    the Transactions, including the payment of Transaction Costs;

(h)    customary compensation to Affiliates of the Borrower (or the Manager or Affiliates thereof) in connection with financial advisory, financing, underwriting or placement services or in respect of other investment banking activities and other transaction fees, which payments are approved by the board of directors (or similar governing body) of the Borrower in good faith;

(i)    Guarantees permitted by Section 6.01 or Section 6.06;

(j)    transactions among the Borrower and its Restricted Subsidiaries that are otherwise permitted (or not restricted) under this Article 6;

(k)    the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors (or similar governing body), officers, employees, members of management, managers, consultants and independent contractors of the Borrower and/or any of its Restricted Subsidiaries in the ordinary course of business;

(l)    transactions with customers, clients, suppliers, joint ventures, purchasers or sellers of goods or services or providers of employees or other labor entered into in the ordinary course of business, which are (i) fair to the Borrower and/or its applicable Restricted Subsidiary in the good faith determination of the board of directors (or similar governing body) of the Borrower or the senior management thereof or (ii) on terms at least as favorable as might reasonably be obtained from a Person other than an Affiliate;

(m)    the payment of reasonable out-of-pocket costs and expenses related to registration rights and customary indemnities provided to shareholders under any shareholder agreement;

(n)    any transaction in respect of which the Borrower delivers to the Administrative Agent a letter addressed to the board of directors (or equivalent governing body) of the Borrower from an accounting, appraisal or investment banking firm of nationally recognized standing

stating that such transaction is on terms that are no less favorable to the Borrower or the applicable Restricted Subsidiary than might be obtained at the time in a comparable arm’s length transaction from a Person who is not an Affiliate;

(o)    the non-exclusive licensing of trademarks, copyrights or other Intellectual Property in the ordinary course of business to permit the commercial exploitation of Intellectual Property between or among Affiliates and Subsidiaries of the Borrower;

(p)    any Disposition of Securitization Assets or related assets in connection with any Qualified Securitization Financing;

(q)    any customary tax sharing agreements or arrangements entered into among the Borrower and any Affiliates or Subsidiaries of the Borrower; and

(r)    any (x) disposition of CRE Finance Assets, Real Estate Investments and/or related assets in connection with any Asset Financing Facility and/or CRE Financing, and any transaction in connection therewith and (y) any transaction in connection with the servicing, administration, operation or management (including property management) of CRE Finance Assets and/or Real Estate Investments in the ordinary course of business (as determined in good faith by the Borrower).

Section 6.10.Conduct of Business. From and after the Closing Date, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, engage in any material line of business other than a business which is not prohibited from being conducted by such Person while maintaining REIT Status with respect to the Borrower (including, without limitation, to the extent not prohibited from being conducted by such Person while maintaining REIT Status with respect to the Borrower, (x) similar, incidental, complementary, ancillary or related businesses to the businesses engaged in by the Borrower or any Restricted Subsidiary on the Closing Date and (y) any business permitted to be engaged in by a “taxable REIT subsidiary” (as defined in Section 856 of the Code) pursuant to Section 856, et seq. of the Code).

Section 6.11.[Reserved].

Section 6.12.Fiscal Year. The Borrower shall not change its Fiscal Year-end to a date other than December 31; provided that the Borrower may, upon written notice to the Administrative Agent, change the Fiscal Year-end of the Borrower to another date, in which case the Borrower and the Administrative Agent will, and are hereby authorized to, make any adjustments to this Agreement that are necessary to reflect such change in Fiscal Year.

Section 6.13.Financial Covenant.

(a)    Total Debt to Total Assets Ratio. As of the last day of each Fiscal Quarter commencing with the Fiscal Quarter ending December 31, 2019, the Borrower shall not permit the Total Debt to Total Assets Ratio to be greater than 83.333% (the “Financial Covenant”).

(b)    Financial Cure.

(i)Notwithstanding anything to the contrary in this Agreement (including Article 7), upon the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.13(a) above for any Fiscal Quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is fifteen (15) Business

Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue Qualified Capital Stock for Cash or otherwise receive Cash contributions in respect of its Qualified Capital Stock (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.13(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Total Assets by an amount equal to the Cure Amount solely for the purpose of determining compliance with Section 6.13(a) as of the end of such Fiscal Quarter and for applicable subsequent Fiscal Quarters. If, after giving effect to the foregoing recalculation (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection with determining compliance with Section 6.13(a) for the Fiscal Quarter with respect to which such Cure Right is exercised), the requirements of Section 6.13(a) would be satisfied, then the requirements of Section 6.13(a) shall be deemed satisfied as of the end of the relevant Fiscal Quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.13(a) that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (I) in each four (4) consecutive Fiscal Quarter period there shall be at least two (2) Fiscal Quarters (which may, but are not required to be, consecutive) in which the Cure Right is not exercised, (II) during the term of this Agreement, the Cure Right shall not be exercised more than five times (provided that, in addition to any remaining Fiscal Quarters as to which a Cure Right may be exercised under the cap set forth in this clause (II), there shall be an additional Cure Right under this clause (II) applicable solely after the Initial Term Loan Maturity Date) , (III) the Cure Amount shall be no greater than the amount required for the purpose of complying with Section 6.13(a), (IV) upon the Administrative Agent’s receipt of a written notice from the Borrower that the borrower intends to exercise the Cure Right until the 15th Business Day following the date on which financial statements for the Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant Event of Default under Section 6.13(a), (V) there shall be no pro forma reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.13(a) for the Fiscal Quarter in respect of which the Cure Right was exercised and (VI) for the Fiscal Quarter with respect to which any Cure Amount is included in the calculation of Consolidated Total Assets as of the last day thereof as a result of any exercise of the Cure Right, such increase to Consolidated Total Assets as a result of applying such Cure Amount shall be disregarded for purposes of determining whether any financial ratio or test or Basket set forth in Article 6 of this Agreement has been satisfied (other than any direct or indirect condition or requirement under any applicable Basket to be in compliance on a Pro Forma Basis with Section 6.13(a)).

(ii)In addition to, and without limitation of, the Cure Right set forth in clause (ii) above, any breach of Section 6.13(a) in respect of a given Fiscal Quarter will be deemed to be cured if the applicable financial statements in accordance with Sections 5.01(a) or (b), together with a related Compliance Certificate, for a subsequent Fiscal Quarter demonstrating compliance with the Financial Covenant for such subsequent Fiscal Quarter are delivered to the Administrative Agent, unless as at such date the Required Lenders have declared all Obligations to be immediately due and payable pursuant to Section 7.01 on account of such Event of Default occurring as a result of such breach of Section 6.13(a).

ARTICLE 7

EVENTS OF DEFAULT

Section 7.01.Events of Default. If any of the following events (each, an “Event of Default”) shall occur:

(a)    Failure To Make Payments When Due. Failure by the Borrower to pay (i) any installment of principal of any Loan when due, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise or (ii) any interest on any Loan or any fee or any other amount due hereunder within five (5) Business Days after the date due; or

(b)    Default in Other Agreements. (i) Failure by the Borrower or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by the Borrower or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that (X) clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder and (Y) this clause (b) shall not apply to the extent such failure is remedied or waived by the holders of the applicable Indebtedness prior to any acceleration of the Loans pursuant to Article 7; provided, further, that no such event (other than the failure to make a principal payment at stated final maturity) under any Asset Financing Facility or CRE Financing shall constitute a Default or Event of Default under this clause (b) until such Asset Financing Facility or CRE Financing, as applicable, shall have been accelerated as a result of such event; or

(c)    Breach of Certain Covenants. Failure of any Loan Party, as required by the relevant provision, to perform or comply with any term or condition contained in Section 5.01(e), Section 5.02 (as it applies to the preservation of the existence of the Borrower), or Article 6; it being understood and agreed that any breach of Section 6.13(a) is subject to cure as provided in Section 6.13(b), and no Event of Default may arise under Section 6.13(a) until the 15th Business Day after the day on which financial statements are required to be delivered for the relevant Fiscal Quarter under Sections 5.01(a) or (b), as applicable (so long as the Borrower shall have the right to exercise Cure Rights), and then only to the extent the Cure Amount has not been received on or prior to such date; or

(d)    Breach of Representations, Etc. Any representation, warranty or certification made or deemed made by any Loan Party in any Loan Document or in any certificate required to be delivered in connection herewith or therewith (including, for the avoidance of doubt, any

Perfection Certificate or any Perfection Certificate Supplement) being untrue in any material respect as of the date made or deemed made (it being understood and agreed that any breach of representation, warranty or certification resulting from the failure of the Administrative Agent to file any Uniform Commercial Code continuation statement shall not result in an Event of Default under this Section 7.01(d) or any other provision of any Loan Document) and, in each case, to the extent capable of being cured, such incorrect representation, warranty, certification or statement of fact shall remain incorrect in such material respect for a period of thirty (30) calendar days after receipt by the Borrower of written notice thereof from the Administrative Agent; or

(e)    Other Defaults Under Loan Documents. Default by any Loan Party in the performance of or compliance with any term contained herein or any of the other Loan Documents, other than any such term referred to in any other Section of this Article 7, which default has not been remedied or waived within thirty (30) calendar days after receipt by the Borrower of written notice thereof from the Administrative Agent; or

(f)    Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) The entry by a court of competent jurisdiction of a decree or order for relief in respect of the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) in an involuntary case or proceeding under any Debtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, state or local Requirements of Law, which relief is not stayed; or (ii) the commencement of an involuntary case or proceeding against the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) under any Debtor Relief Law; the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver and manager, (preliminary) insolvency receiver, liquidator, sequestrator, trustee, administrator, custodian or other officer having similar powers over the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary), or over all or a material part of its property; or the involuntary appointment of an interim receiver, trustee or other custodian of the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) for all or a material part of its property, which remains, in any case or proceeding under this clause (f), undismissed, unvacated, unbonded or unstayed pending appeal for sixty (60) consecutive days; or

(g)    Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) The entry against the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) of an order for relief, the commencement by the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) of a voluntary case or proceeding under any Debtor Relief Law, or the consent by the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) to the entry of an order for relief in an involuntary case or proceeding or to the conversion of an involuntary case or proceeding to a voluntary case or proceeding, under any Debtor Relief Law, or the consent by the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) to the appointment of or taking possession by a receiver, receiver and manager, insolvency receiver, liquidator, sequestrator, trustee, administrator, custodian or other like official for or in respect of itself or for all or a material part of its property; (ii) the making by the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) of a general assignment for the benefit of creditors; or (iii) the admission in writing by any Responsible Officer of the Borrower of the inability of the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) to pay their respective debts as such debts become due; or

(h)    Judgments and Attachments. The entry or filing of one or more final money judgments, writs or warrants of attachment or similar process against the Borrower or any of its Restricted Subsidiaries or any of their respective assets involving in the aggregate at any time an amount in excess of the Threshold Amount (in either case to the extent not adequately covered by indemnity from a third party, by self-insurance (if applicable) or by insurance as to which the relevant third party insurance company has been notified and not denied coverage), which judgment, writ, warrant or similar process remains unpaid, undischarged, unvacated, unbonded or unstayed pending appeal for a period of sixty (60) consecutive days; or

(i)    Employee Benefit Plans. The occurrence of one or more ERISA Events, which individually or in the aggregate result in liability of the Borrower or any of its Restricted Subsidiaries in an aggregate amount which would reasonably be expected to result in a Material Adverse Effect; or

(j)    Change of Control. The occurrence of a Change of Control; or

(k)    Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof, (i) any material Loan Guaranty for any reason, other than the occurrence of the Termination Date, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared, by a court of competent jurisdiction, to be null and void or any Guarantor shall repudiate in writing its obligations thereunder (in each case, other than as a result of the discharge of such Guarantor in accordance with the terms thereof and other than as a result of acts or omissions by the Administrative Agent or any Lender), (ii) this Agreement or any material Collateral Document ceases to be in full force and effect or shall be declared, by a court of competent jurisdiction, to be null and void or any Lien on Collateral created (or purported to be created) under any Collateral Document ceases to be valid and perfected with respect to a material portion of the Collateral (other than (I) Collateral consisting of Material Real Estate Assets to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage or (II) solely by reason of (w) such perfection is not required pursuant to the Collateral and Guarantee Requirement, the Perfection Requirements, the Collateral Documents, this Agreement or otherwise, (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file Uniform Commercial Code continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or (iii) other than bona fide, good faith disputes as to the scope of Collateral or whether any Lien has been, or is required to be released, any Loan Party shall contest in writing, the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or any Loan Guaranty) or deny in writing that it has any further liability (other than by reason of the occurrence of the Termination Date or any other termination of any other Loan Document in accordance with the terms thereof), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to file any Uniform Commercial Code continuation statement shall not result in an Event of Default under this Section 7.01(k) or any other provision of any Loan Document;

then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any of the following actions, at the same or different times: declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may

thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that upon the occurrence of an event with respect to the Borrower described in clauses (f) or (g) of this Article, any such Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, in each case without further action of the Administrative Agent or any Lender. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.

ARTICLE 8

THE ADMINISTRATIVE AGENT

Each of the Lenders hereby irrevocably appoints JPMCB (or any successor appointed pursuant hereto) as Administrative Agent and authorizes the Administrative Agent to take such actions on its behalf (including, without limitation, in any insolvency or liquidation proceeding), including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

Any Person serving as Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, unless the context otherwise requires or unless such Person is in fact not a Lender, include each Person serving as Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Loan Party or any Subsidiary of any Loan Party or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Lenders acknowledge that, pursuant to such activities, the Administrative Agent or its Affiliates may receive information regarding any Loan Party or any of its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall not be under any obligation to provide such information to them.

The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default exists, and the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Requirements of Law; it being understood that such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary power, except discretionary rights and powers that are expressly contemplated by the Loan Documents and which the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the relevant circumstances as provided in Section 9.02); provided that the Administrative Agent shall not be required to take any action that, in

its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Requirements of Law, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Restricted Subsidiaries that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable to the Lenders or any other Secured Party for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as is necessary, or as the Administrative Agent believes in good faith shall be necessary, under the relevant circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein. The Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or any Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any covenant, agreement or other term or condition set forth in any Loan Document or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of any Lien on the Collateral or the existence, value or sufficiency of the Collateral or to assure that the Liens granted to the Administrative Agent pursuant to any Loan Document have been or will continue to be properly or sufficiently or lawfully created, perfected or enforced or are entitled to any particular priority, (vi) the satisfaction of any condition set forth in Article 4 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or (vii) any property, book or record of any Loan Party or any Affiliate thereof.

Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, the Borrower, the Administrative Agent and each Secured Party agree that (i) no Secured Party (other than the Administrative Agent) shall have any right individually to realize upon any of the Collateral or to enforce the Loan Guaranty; it being understood that any realization upon the Collateral or enforcement on any Loan Guaranty against the Loan Parties pursuant hereto or pursuant to any Loan Document may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms hereof or thereof, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or in the event of any other Disposition (including pursuant to Section 363 of the Bankruptcy Code or any similar provision of any other Debtor Relief Law), (A) the Administrative Agent, as agent for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply all or any portion of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such Disposition and (B) the Administrative Agent or any Lender may be the purchaser or licensor of all or any portion of such Collateral at any such Disposition.

No holder of any Secured Hedging Obligation in its capacity as such shall have any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under this Agreement.

Each Secured Party agrees that the Administrative Agent may in its sole discretion, but is under no obligation to, credit bid any part of the Secured Obligations or to purchase or retain or acquire any portion of the Collateral.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) that it believes to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent has received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. The Administrative Agent and any such sub-agent may perform any and all of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Article 8 shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent. The Secured Parties agree that the Administrative Agent shall not be responsible to the Secured Parties for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that such Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.

The Administrative Agent may resign at any time by giving ten days’ written notice to the Lenders and the Borrower; provided that if no successor agent is appointed in accordance with the terms set forth below within such 10-day period, the Administrative Agent’s resignation shall not be effective until the earlier to occur of (x) the date of the appointment of the successor agent or (y) the date that is twenty (20) days after the last day of such 10-day period. If the Administrative Agent is a Defaulting Lender under clause (a), (b) or (e) of the definition thereof, either the Required Lenders or the Borrower may, upon ten days’ notice, remove the Administrative Agent; provided that if no successor agent is appointed in accordance with the terms set forth below within such 10-day period, the Administrative Agent’s removal shall, at the option of the Borrower, not be effective until the earlier to occur of (x) the date of the appointment of the successor agent or (y) the date that is twenty (20) days after the last day of such 10-day period. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower (not to be unreasonably withheld or delayed), to appoint a successor Administrative Agent which shall be a commercial bank or trust company with offices in the U.S. having combined capital and surplus in excess of $1,000,000,000, and which, for the avoidance of doubt, shall be a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1; provided that during the existence of an Event of Default under Section 7.01(a) or, with respect to any Borrower, Sections 7.01(f) or (g), no consent of the Borrower shall be required. If no successor has been appointed as provided above and accepted such appointment within ten (10) days after the retiring Administrative Agent gives notice of its resignation or the Administrative Agent receives notice of removal, then (a) in the case of a retirement, the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above (including, for the avoidance of doubt, the consent of the Borrower) or (b) in the case of a removal, the Borrower may, after consulting with the Required Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that (x) in the case of a retirement, if the Administrative Agent notifies the Borrower, the Lenders that no qualifying Person has

accepted such appointment or (y) in the case of a removal, the Borrower notifies the Required Lenders that no qualifying Person has accepted such appointment, then, in each case, such resignation or removal shall nonetheless become effective in accordance with the provisos to the first two sentences in this paragraph and (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent in its capacity as collateral agent for the Secured Parties for purposes of maintaining the perfection of the Lien on the Collateral securing the Secured Obligations, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations required to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly (and each Lender will cooperate with the Borrower to enable the Borrower to take such actions), until such time as the Required Lenders or the Borrower, as applicable, appoint a successor Administrative Agent, as provided above in this Article 8. Upon the acceptance of its appointment as Administrative Agent hereunder as a successor Administrative Agent, the successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder (other than its obligations under Section 9.13 hereof). The fees payable by the Borrower to any successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor Administrative Agent. After the Administrative Agent’s resignation or removal hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any action taken or omitted to be taken by any of them while the relevant Person was acting as Administrative Agent (including for this purpose holding any collateral security following the retirement or removal of the Administrative Agent). Notwithstanding anything to the contrary herein, no Disqualified Institution may be appointed as a successor Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their respective Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender acknowledges that neither the Administrative Agent nor any Affiliate thereof has made any representation or warranty to it. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of the Administrative Agent or any of its Related Parties.

Each Lender, by delivering its signature page to this Agreement or an Assignment and Assumption and funding its Loan or assignment, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by the Administrative Agent, the Required Lenders or the Lenders, as applicable, on the Closing Date or, in the case of a Lender that becomes party hereto by Assignment and Assumption, thereafter and prior to the effectiveness of such Assignment and Assumption.

Notwithstanding anything to the contrary herein, the Arrangers, the First Amendment Arrangers (as defined in the First Amendment), the Second Amendment Arrangers (as defined in the Second Amendment), the Third Amendment Arranger (as defined in the Third Amendment), the Fourth Amendment Arrangers (as defined in the Fourth Amendment), the Fifth Amendment Arrangers (as defined in the Fifth Amendment), the Sixth Amendment Arrangers (as defined in the Sixth Amendment), the Seventh Amendment Arrangers (as defined in the Seventh Amendment), the Tenth Amendment Arrangers (as defined in the Tenth Amendment), the Eleventh Amendment Arrangers (as defined in the Eleventh Amendment), the Twelfth Amendment Arrangers (as defined in the Twelfth Amendment), the Thirteenth Amendment Arrangers (as defined in the Thirteenth Amendment) and their respective Affiliates shall not have any right, power, obligation, liability, responsibility or duty under this Agreement, except in their respective capacities as the Administrative Agent or a Lender hereunder, as applicable.

Each Secured Party hereby further authorizes the Administrative Agent, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Loan Guaranty, the Collateral and the Loan Documents; provided that the Administrative Agent shall not owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Secured Obligations with respect to any Secured Hedging Obligations.

The Secured Parties agree that the Administrative Agent shall not be responsible for or have a duty to the Secured Parties to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection (or continued perfection) of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Each Secured Party irrevocably authorizes the Administrative Agent to:

(a)    release any Lien on any property granted to or held by Administrative Agent under any Loan Document (i) upon the occurrence of the Termination Date, (ii) that is sold or transferred as part of or in connection with any sale, transfer or other disposition permitted under the Loan Documents to a Person that is not a Loan Party, (iii) that does not constitute (or ceases to constitute) Collateral, (iv) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its Loan Guaranty otherwise in accordance with the Loan Documents, (v) as required under clause (d) below or (vi) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 9.02;

(b)    subject to Section 9.21, release any Subsidiary Guarantor from its obligations under the Loan Guaranty if such Person ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder and the Borrower has requested such Excluded Subsidiary cease to be a Subsidiary Guarantor);

(c)    subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(d), 6.02(e), 6.02(g)(i), 6.02(l), 6.02(n), 6.02(o)(i) (other than any Lien on the Capital Stock of any Subsidiary Guarantor), 6.02(q), 6.02(r) (to the extent the relevant Lien is of the type to which the Lien of the Administrative Agent is otherwise required to be subordinated under this clause (c) pursuant to any of the other exceptions to Section 6.02 that are expressly included in this clause (c)), 6.02(x), 6.02(y), 6.02(z)(i), 6.02(bb), 6.02(cc), 6.02(ee), 6.02(ff) and 6.02(gg) (and any Refinancing Indebtedness in respect of any thereof to the extent such

Refinancing Indebtedness is permitted to be secured under Section 6.02(k)); provided, that the subordination of any Lien on any property granted to or held by the Administrative Agent shall only be required with respect to any Lien on such property that is permitted by Sections 6.02(l), 6.02(o), 6.02(q), 6.02(r) and/or 6.02(bb) to the extent that the Lien of the Administrative Agent with respect to such property is required to be subordinated to the relevant Permitted Lien in accordance with the documentation governing the Indebtedness that is secured by such Permitted Lien; and

(d)    enter into subordination, intercreditor and/or similar agreements with respect to Indebtedness (including any Acceptable Intercreditor Agreement and/or any amendment to any of the foregoing in accordance with Section 9.02) that is (i) required or permitted to be subordinated hereunder and/or (ii) secured by Liens, and with respect to which Indebtedness, this Agreement contemplates an intercreditor, subordination, collateral trust agreement or similar agreement.

Upon the request of the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Loan Party from its obligations under the Loan Guaranty or its Lien on any Collateral pursuant to this Article 8. In each case as specified in this Article 8, the Administrative Agent will (and each Lender hereby authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, to subordinate its interest therein, or to release such Loan Party from its obligations under the Loan Guaranty, in each case in accordance with the terms of the Loan Documents and this Article 8; provided, that upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Financial Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent.

The Administrative Agent is authorized to enter into an Acceptable Intercreditor Agreement and any other intercreditor, subordination, collateral trust or similar agreement contemplated hereby, in each case, on terms reasonably satisfactory to the Administrative Agent, with respect to any (a) Indebtedness permitted hereby (i) that is (A) required or permitted to be subordinated hereunder and/or (B) secured by Liens permitted hereby and (ii) which contemplates an intercreditor, subordination or collateral trust agreement and/or (b) Secured Hedging Obligations, whether or not constituting Indebtedness (any such other intercreditor agreement an “Additional Agreement”), and the Secured Parties party hereto acknowledge that the Intercreditor Agreement and any Additional Agreement is binding upon them. Each Secured Party party hereto hereby (a) agrees that it will be bound by, and will not take any action contrary to, the provisions of any Additional Agreement and (b) authorizes the Administrative Agent to enter into an Acceptable Intercreditor Agreement and/or any Additional Agreement and to subject the Liens on the Collateral securing the Secured Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the Secured Parties to extend credit to the Borrower, and the Secured Parties are intended third-party beneficiaries of such provisions and the provisions of an Acceptable Intercreditor Agreement and/or any Additional Agreement.

To the extent that the Administrative Agent (or any Affiliate thereof) is not reimbursed and indemnified by the Borrower in accordance with and to the extent required by Section 9.03(b) hereof, the Lenders will reimburse and indemnify the Administrative Agent (and any Affiliate thereof) in proportion to their respective Applicable Percentages (determined as if there were no Defaulting Lenders and all Term Loans were of a single Class) for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature

which may be imposed on, asserted against or incurred by the Administrative Agent (or any Affiliate thereof) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement or any other Loan Document (in all cases, whether or not caused or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Administrative Agent or any Affiliate thereof); provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). The agreements in this paragraph shall survive the payment of the Loans and all other amounts payable hereunder.

To the extent required by any applicable Requirements of Law (as determined in good faith by the Administrative Agent), the Administrative Agent may withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within ten (10) days after demand therefor, all Taxes and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), whether or not such Taxes were correctly or legally imposed or asserted. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments or this Agreement,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s

entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

ARTICLE 9

MISCELLANEOUS

Section 9.01.Notices.

(a)Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or email, as follows:

(i)if to any Loan Party, to such Loan Party in the care of the Borrower at:

Blackstone Mortgage Trust, Inc.

345 Park Avenue

New York, New York 10154 Attention: Chief Financial Officer

Email: [redacted]

with copies to (which shall not constitute notice to any Loan Party):

Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 Attention: Arkadiusz (Arek) M. Maczka Email: [redacted] Telephone: [redacted]

and

Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 Attention: Daniel Stanco Email: [redacted] Telephone: [redacted]

(ii)if to the Administrative Agent, at:

JPMorgan Chase Bank, N.A.

as Administrative Agent

500 Stanton Christiana Road

NCC 5, Floor 1

Newark, DE 19713-2107

Attention: Matthew Bruno

Telephone: [redacted]

Facsimile: [redacted]

Email: [redacted]

with a copy to

JPMorgan Chase Bank, N.A.

as Administrative Agent

500 Stanton Christiana Road

NCC 5, Floor 1

Newark, DE 19713-2107

Attention: Mitchell Soobryan

Telephone: [redacted]

Email: [redacted]

(iii)if to any Lender, to it at its address or facsimile number set forth in its Administrative Questionnaire.

All such notices and other communications (A) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof or three (3) Business Days after dispatch if sent by certified or registered mail, in each case, delivered, sent or mailed (properly addressed) to the relevant party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01 or (B) sent by facsimile shall be deemed to have been given when sent and when receipt has been confirmed by telephone; provided that notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, such notices or other communications shall be deemed to have been

given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in clause (b) below shall be effective as provided in such clause (b).

(b)Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including e-mail and Internet or intranet websites) pursuant to procedures set forth herein or otherwise approved by the Administrative Agent. The Administrative Agent or the Borrower (on behalf of any Loan Party) may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures set forth herein or otherwise approved by it (provided that approval of such procedures may be limited to particular notices or communications). All such notices and other communications (i) sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that any such notice or communication not given during the normal business hours of the recipient shall be deemed to have been given at the opening of business on the next Business Day for the recipient and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (b)(i) of notification that such notice or communication is available and identifying the website address therefor.

(c)Any party hereto may change its address or facsimile number or other notice information hereunder by notice to the other parties hereto; it being understood and agreed that the Borrower may provide any such notice to the Administrative Agent as recipient on behalf of itself and each Lender.

(d)The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by, or on behalf of, the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on the Platform and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material nonpublic information within the meaning of the United States federal securities laws with respect to the Borrower, any of its subsidiaries, or their respective securities) (each, a “Public Lender”). At the request of the Arrangers, the First Amendment Arrangers (as defined in the First Amendment), the Second Amendment Arrangers (as defined in the Second Amendment), the Third Amendment Arranger (as defined in the Third Amendment), the Fourth Amendment Arrangers (as defined in the Fourth Amendment), the Fifth Amendment Arrangers (as defined in the Fifth Amendment), the Sixth Amendment Arrangers (as defined in the Sixth Amendment), the Seventh Amendment Arrangers (as defined in the Seventh Amendment), the Tenth Amendment Arrangers (as defined in the Tenth Amendment), the Eleventh Amendment Arrangers or(as defined in the Eleventh Amendment), the Twelfth Amendment Arrangers, (as defined in the Twelfth Amendment) or the Thirteenth Amendment Arrangers (as defined in the Thirteenth Amendment), the Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC,” (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as information of a type that would (x) customarily be made publicly available (or could be derived from publicly available information), as determined in good faith by the Borrower, or (y) would not be material with respect to the Borrower, its subsidiaries, any of their respective securities or the Transactions as determined in good faith by the Borrower for purposes of United States federal securities laws and (iii) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC,” unless the Borrower notifies the Administrative Agent promptly that any such document contains material nonpublic

information: (1) the Loan Documents, (2) any notification of changes in the terms of the Term Facility and (3) all information delivered pursuant to Section 5.01(a) or (b).

Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Section 9.02.Waivers; Amendments.

(a)No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof except as provided herein or in any Loan Document, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any party hereto therefrom shall in any event be effective unless the same is permitted by this Section 9.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, to the extent permitted by applicable Requirements of Law, the making of any Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default or Event of Default at the time.

(b)Subject to this Section 9.02(b) and Sections 9.02(c) and (d) below and to Section 2.14(b), Section 2.22 and Section 9.05(f), neither this Agreement nor any other Loan Document nor any provision

hereof or thereof may be waived, amended or modified, except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) or (ii) in the case of any other Loan Document (other than any waiver, amendment or modification to effectuate any modification thereto expressly contemplated by the terms of such other Loan Document), pursuant to an agreement or agreements in writing entered into by the Administrative Agent and each Loan Party that is party thereto, with the consent of the Required Lenders; provided that:

(A)the consent of each Lender directly and adversely affected thereby (but, except in the case of subclause (1), not the consent of the Required Lenders) shall be required for any waiver, amendment or modification that:

(1)increases the Commitment of such Lender (other than with respect to any Incremental Facility pursuant to Section 2.22 in respect of which such Lender has agreed to be an Additional Lender); it being understood that no amendment, modification or waiver of, or consent to departure from, any condition precedent, representation, warranty, covenant, Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall constitute an increase of any Commitment of such Lender;

(2)reduces the principal amount of any Loan owed to such Lender or any amount due to such Lender on any Loan Installment Date;

(3)(x) extends the scheduled final maturity of any Loan or (y) postpones any Loan Installment Date or any Interest Payment Date with respect to any Loan held by such Lender or the date of any scheduled payment of any fee or premium payable to such Lender hereunder (in each case, other than any extension for administrative reasons agreed by the Administrative Agent);

(4)reduces the rate of interest (other than to waive any Default or Event of Default or obligation of the Borrower to pay interest to such Lender at the default rate of interest under Section 2.13(e), which shall only require the consent of the Required Lenders) or the amount of any fee or premium owed to such Lender; it being understood that no change in the calculation of any other interest, fee or premium due hereunder (including any component definition thereof) shall constitute a reduction in any rate of interest or fee hereunder;

(5)extends the expiry date of such Lender’s Commitment; it being understood that no amendment, modification or waiver of, or consent to departure from, any condition precedent, representation, warranty, covenant, Default, Event of Default, mandatory prepayment or mandatory reduction of any Commitment shall constitute an extension of any Commitment of any Lender; and

(6)waives, amends or modifies the provisions of Section 2.18(b) or 2.18(c) of this Agreement in a manner that would by its terms alter the “waterfall” in Section 2.18(b) or pro rata sharing of payments required by Section 2.18(c) (except in connection with any transaction permitted under Sections 2.22, 2.23, 9.02(c) and/or 9.05(g) or as otherwise provided in this Section 9.02);

(B)no such agreement shall:

(1)change any of the provisions of Section 9.02(a) or Section 9.02(b) or the definition of “Required Lenders” to reduce any voting percentage required to waive, amend or modify any right thereunder or make any determination or grant any consent thereunder, without the prior written consent of each Lender;

(2)release all or substantially all of the Collateral from the Lien granted pursuant to the Loan Documents (except as otherwise permitted herein or in the other Loan Documents, including pursuant to Article 8 or Section 9.21 hereof), without the prior written consent of each Lender; or

(3)release all or substantially all of the value of the Guarantees under the Loan Guaranty (except as otherwise permitted herein or in the other Loan Documents, including pursuant to Section 9.21 hereof), without the prior written consent of each Lender; and

(C)no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent.

(c)Notwithstanding the foregoing, this Agreement may be amended with the written consent of the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing or replacement of all or any portion of the outstanding Term Loans under the applicable Class (any such loans being refinanced or replaced, the “Replaced Term Loans”) with one or more replacement term loans hereunder (“Replacement Term Loans”) pursuant to a Refinancing Amendment; provided that

(A)    the aggregate principal amount of any Replacement Term Loans shall not exceed the aggregate principal amount of the Replaced Term Loans (plus (1) any additional amounts permitted to be incurred under Section 6.01 and, to the extent any such additional amounts are secured, the related Liens are permitted under Section 6.02, and plus (2) the amount of accrued interest, penalties and premium (including tender premium) thereon any committed but undrawn amounts and underwriting discounts, fees (including upfront fees, original issue discount or initial yield payments), commissions and expenses associated therewith),

(B)    subject to the Permitted Earlier Maturity Indebtedness Exception, any Replacement Term Loans (other than customary bridge loans with a maturity date of not longer than one (1) year; provided that any loans, notes, securities or other Indebtedness which are exchanged for or otherwise replace such bridge loans shall be subject to the requirements of this clause (B)) must have a final maturity date that is equal to or later than the final maturity date of, and have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Replaced Term Loans at the time of the relevant refinancing,

(C)    any Replacement Term Loans may be pari passu with or junior to any then-existing Term Loans in right of payment and pari passu with or junior to such Term Loans with respect to the Collateral (provided that any Replacement Term Loans not

incurred under this Agreement that are secured by Liens on the Collateral shall be subject to any applicable Acceptable Intercreditor Agreements),

(D)    any Replacement Term Loans that are secured may not be secured by any assets other than the Collateral,

(E)    any Replacement Term Loans that are guaranteed may not be guaranteed by any Person other than one or more Guarantors,

(F)    any Replacement Term Loans that are pari passu with the 2019 New Term B-6 Loans, the Term B-3-7 Loans and/or the Term B-4-8 Loans in right of payment and security may participate (A) in any voluntary prepayments of Term Loans as set forth in Section 2.11(a)(i) and (B) in any mandatory prepayments of Term Loans as set forth in Section 2.11(b)(vi),

(G)    any Replacement Term Loans may have pricing (including interest, fees and premiums) and, subject to preceding clause (F), optional prepayment and redemption terms and, subject to preceding clause (B), amortization schedule, as the Borrower and the lenders providing such Replacement Term Loans may agree,

(H)    other terms and conditions of any Replacement Term Loans (excluding as set forth above, including pricing, interest rate margins, fees, discounts, rate floors and optional prepayment or redemption terms), if not substantially identical to those applicable to Replaced Term Loans (as reasonably determined by the Borrower and the Administrative Agent), must either, at the option of the Borrower, (x) not be materially more restrictive to the Borrower and its Restricted Subsidiaries (as determined by the Borrower in good faith) than (when taken as a whole) those contained in the Replaced Term Loans (other than any terms which are applicable only after the then-existing Latest Maturity Date with respect to such Replaced Term Loans), (y) be conformed (or added) to the Loan Documents for the benefit of the existing Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Incremental Facility Amendment, it being understood that, without limitation, any amendment or modification to the Loan Documents that solely adds one or more terms for the benefit of the existing Term Lenders shall not require the consent of any such existing Term Lender so long as the form (but not the substance) of the applicable agreement effecting such amendment or modification is reasonably satisfactory to the Administrative Agent) or (z) reflect then current market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined by the Borrower in good faith), and

(I)    no Event of Default under Section 7.01(a), (f) or (g) shall exist immediately prior to or after giving effect to such Replacement Term Loans;

provided, further, that, in respect of this clause (c), any Affiliated Lender and Debt Fund Affiliate shall be permitted without the consent of the Administrative Agent to provide any Replacement Term Loans, it being understood that in connection therewith, the relevant Affiliated Lender or Debt Fund Affiliate, as applicable, shall be subject to the restrictions applicable to such Person under Section 9.05 as if such Replacement Term Loans were Term Loans.

Each party hereto hereby agrees that this Agreement may be amended by the Borrower, the Administrative Agent and the lenders providing the relevant Replacement Term Loans to the extent (but

only to the extent) necessary to reflect the existence and terms of such Replacement Term Loans incurred or implemented pursuant thereto (including any amendment necessary to treat the loans and commitments subject thereto as a separate “tranche” and “Class” of Loans and/or Commitments hereunder). It is understood that any Lender approached to provide all or a portion of any Replacement Term Loans may elect or decline, in its sole discretion, to provide such Replacement Term Loans.

(d)Notwithstanding anything to the contrary contained in this Section 9.02 or any other provision of this Agreement or any provision of any other Loan Document:

(i)the Borrower and the Administrative Agent may, without the input or consent of any Lender, amend, supplement and/or waive any guaranty, collateral security agreement, pledge agreement and/or related document (if any) executed in connection with this Agreement to (A) comply with any Requirement of Law or the advice of counsel, (B) cause any such guaranty, collateral security agreement, pledge agreement or other document to be consistent with this Agreement and/or the relevant other Loan Documents or (C) add a benefit for solely the Lenders under the existing Term Facility, including, but not limited to, increase in margin, interest rate floor, prepayment premium, call protection and reestablishment of or increase in amortization schedule; provided that no such amendment, modification or waiver that increases or accelerates the amortization schedule shall operate to cause the amounts subject to such increased or accelerated amortization schedule to not be subject to Section 2.12(c),

(ii)the Borrower and the Administrative Agent may, without the input or consent of any other Lender (other than the relevant Lenders (including Additional Lenders) providing Loans under such Sections), effect amendments to this Agreement and the other Loan Documents as may be necessary in the reasonable opinion of the Borrower and the Administrative Agent to (1) effect the provisions of Sections 2.22, 2.23, 5.12, 6.12 or 9.02(c), or any other provision specifying that any waiver, amendment or modification may be made with the consent or approval of the Administrative Agent and/or (2) to add terms (including representations and warranties, conditions, prepayments, covenants or events of default), in connection with the addition of any Additional Term Loan or Additional Commitment hereunder pursuant to Sections 2.22, 2.23 or 9.02(c), that are favorable to the then-existing Lenders, as reasonably determined by the Administrative Agent,

(iii)if the Administrative Agent and the Borrower have jointly identified any ambiguity, mistake, defect, inconsistency, obvious error or any error or omission of a technical nature or any necessary or desirable technical change, in each case, in any provision of any Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision (without any further action or consent of any other party) solely to address such matter as reasonably determined by them acting jointly,

(iv)the Administrative Agent and the Borrower may amend, restate, amend and restate or otherwise modify any Acceptable Intercreditor Agreement as provided therein,

(v)the Administrative Agent may amend the Commitment Schedule to reflect assignments entered into pursuant to Section 9.05, Commitment terminations pursuant to Section 2.09, implementations of Additional Commitments or incurrences of Additional Term Loans pursuant to Sections 2.22, 2.23 or 9.02(c) and reductions or terminations of any such Additional Commitments or Additional Term Loans,

(vi)no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except as permitted pursuant to Section 2.21(a) and

except that the Commitment and any Additional Commitment of any Defaulting Lender may not be increased without the consent of such Defaulting Lender (it being understood that any Commitment or Loan held or deemed held by any Defaulting Lender shall be excluded from any vote hereunder that requires the consent of any Lender, except as expressly provided in Section 2.21(a)),

(vii)this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit any extension of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the relevant benefits of this Agreement and the other Loan Documents and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders on substantially the same basis as the Lenders prior to such inclusion, and

(viii)any amendment, wavier or modification of any term or provision that directly affects Lenders under one or more Classes and does not directly affect Lenders under one or more other Classes may be effected by the consent of Lenders representing more than 50% of the aggregate Commitments and/or Loans of such directly affected Class in lieu of the consent of the Required Lenders.

Section 9.03.Expenses; Indemnity.

(a)Subject to Section 9.05(f), the Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by each Arranger, the Administrative Agent and their respective Affiliates (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all such Persons taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole) in connection with the syndication and distribution (including via the Internet or through a service such as IntraLinks) of the Term Facility, the preparation, execution, delivery and administration of the Loan Documents and any related documentation, including in connection with any amendment, modification or waiver of any provision of any Loan Document (whether or not the transactions contemplated thereby are consummated, but only to the extent the preparation of any such amendment, modification or waiver was requested by the Borrower and except as otherwise provided in a separate writing between the Borrower, the relevant Arranger and/or the Administrative Agent), but excluding solely in connection with any arranging of commitments to provide the Term Facility on the Closing Date (with any expense reimbursement in connection therewith to be governed by the Engagement Letter, dated as of April 17, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Closing Date), by and among the Borrower, JPMCB and the Arrangers) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers or the Lenders or any of their respective Affiliates (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all such Persons taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole) in connection with the enforcement, collection or protection of their respective rights in connection with the Loan Documents, including their respective rights under this Section, or in connection with the Loans made hereunder. Except to the extent required to be paid on the Closing Date, all amounts due under this paragraph (a) shall be payable by the Borrower within thirty (30) days of receipt by the Borrower of an invoice setting forth such expenses in reasonable detail, together with backup documentation supporting the relevant reimbursement request.

(b)The Borrower shall indemnify each Arranger, the Administrative Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages and liabilities (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel in any relevant jurisdiction to all Indemnitees, taken as a whole and solely in the case of an actual or perceived conflict of interest, (x) one additional counsel to all affected Indemnitees, taken as a whole, and (y) one additional local counsel to all affected Indemnitees, taken as a whole, in each relevant jurisdiction), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby and/or the enforcement of the Loan Documents, (ii) the use of the proceeds of the Loans, (iii) any actual or alleged Release or presence of Hazardous Materials on, at, under or from any property currently or formerly owned or leased by the Borrower, any of its Restricted Subsidiaries or any other Loan Party or any Environmental Liability related to the Borrower, any of its Restricted Subsidiaries or any other Loan Party and/or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that any such loss, claim, damage, or liability (i) is determined by a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or such Person’s material breach of the Loan Documents or (ii) arises out of any claim, litigation, investigation or proceeding brought by such Indemnitee against another Indemnitee (other than any claim, litigation, investigation or proceeding that is brought by or against the Administrative Agent or any Arranger, acting in its capacity as the Administrative Agent or as an Arranger) that does not involve any act or omission of the Borrower or any of its Affiliates. Each Indemnitee shall be obligated to refund or return any and all amounts paid by the Borrower pursuant to this Section 9.03(b) to such Indemnitee for any fees, expenses, or damages to the extent such Indemnitee is not entitled to payment thereof in accordance with the terms hereof. All amounts due under this paragraph (b) shall be payable by the Borrower within thirty (30) days (x) after receipt by the Borrower of a written demand therefor, in the case of any indemnification obligations and (y) in the case of reimbursement of costs and expenses, after receipt by the Borrower of an invoice setting forth such costs and expenses in reasonable detail, together with backup documentation supporting the relevant reimbursement request. This Section 9.03(b) shall not apply to Taxes other than any Taxes that represent losses, claims, damages or liabilities in respect of a non-Tax claim.

(c)The Borrower shall not be liable for any settlement of any proceeding effected without the written consent of the Borrower (which consent shall not be unreasonably withheld, delayed or conditioned), but if any proceeding is settled with the written consent of the Borrower, or if there is a final judgment against any Indemnitee in any such proceeding, the Borrower agrees to indemnify and hold harmless each Indemnitee to the extent and in the manner set forth above. The Borrower shall not, without the prior written consent of the affected Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened proceeding in respect of which indemnity could have been sought hereunder by such Indemnitee unless (i) such settlement includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) such settlement does not include any statement as to any admission of fault or culpability.

Section 9.04.Waiver of Claim. To the extent permitted by applicable Requirements of Law, no party to this Agreement shall assert, and each hereby waives, any claim against any other party hereto, any Loan Party and/or any Related Party of any thereof, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof, except, in the case of any claim by any Indemnitee against the Borrower, to the extent such damages would otherwise be subject to indemnification pursuant to the terms of Section 9.03.

Section 9.05.Successors and Assigns.

(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that (i) except as provided under Section 6.07, the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with the terms of this Section 9.05 (any attempted assignment or transfer not complying with the terms of this Section 9.05, including with respect to attempted assignments or transfers to Disqualified Institutions shall be subject to Section 9.05(f)). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and permitted assigns, to the extent provided in paragraph (e) of this Section 9.05, Participants and, to the extent expressly contemplated hereby, the Related Parties of each of the Arrangers, the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of any Additional Term Loan or Additional Commitment added pursuant to Sections 2.22, 2.23 or 9.02(c) at the time owing to it) with the prior written consent of:

(A)    the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, that (x) the Borrower shall be deemed to have consented to any assignment of Term Loans unless it has objected thereto by written notice to the Administrative Agent within fifteen (15) Business Days after receipt of written notice thereof and (y) the consent of the Borrower shall not be required for any assignment of Term Loans or Term Commitments (1) to any Term Lender or any Affiliate of any Term Lender or an Approved Fund or (2) at any time when an Event of Default under Section 7.01(a) or, solely with respect to the Borrower, Sections 7.01(f) or (g) exists; provided, further, that notwithstanding the foregoing, unless an Event of Default under Section 7.01(a) or, solely with respect to the Borrower, Sections 7.01(f) or (g) exists, the Borrower may withhold its consent to any assignment to any Person (other than a Bona Fide Debt Fund that is a Competitor (unless the Borrower has a reasonable basis for withholding consent)) that is either (I) not a Disqualified Institution but is known by the Borrower to be an Affiliate of a Disqualified Institution regardless of whether such Person is identifiable as an Affiliate of a Disqualified Institution on the basis of such Affiliate’s name and/or (II) known by the Borrower to be an investor primarily in distressed credits or opportunistic or special situations or any affiliate of such investor; and

(B)    the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that no consent of the Administrative Agent shall be required for any assignment to another Lender, any Affiliate of a Lender or any Approved Fund.

(ii)    Assignments shall be subject to the following additional conditions:

(A)    except in the case of any assignment to another Lender, any Affiliate of any Lender or any Approved Fund or any assignment of the entire remaining amount of the relevant assigning Lender’s Loans or Commitments of any Class, the principal amount of Loans or Commitments of the assigning Lender subject to the relevant assignment (determined as of the date on which the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and determined on an aggregate basis in the event of concurrent assignments to Related Funds of the assignee or by Related Funds of the assigning Lender) shall not be less than $1,000,000, in the case of Term Loans and Term Commitments, unless the Borrower and the Administrative Agent otherwise consent;

(B)    any partial assignment shall be made as an assignment of a proportionate part of all the relevant assigning Lender’s rights and obligations under this Agreement;

(C)    the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee (i) shall not apply to an assignment by a Lender to its controlled Affiliates and (ii) may otherwise be waived or reduced in the sole discretion of the Administrative Agent); and

(D)    the relevant Eligible Assignee, if it is not a Lender, shall deliver on or prior to the effective date of such assignment, to the Administrative Agent (1) an Administrative Questionnaire and (2) any IRS form and/or other documentation required under Section 2.17.

(iii)    Subject to the acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section 9.05, from and after the effective date specified in any Assignment and Assumption, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned pursuant to such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be (A) entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 with respect to facts and circumstances occurring on or prior to the effective date of such assignment and (B) subject to its obligations thereunder and under Section 9.13). If any assignment by any Lender holding any Promissory Note is made after the issuance of such Promissory Note, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender such Promissory Note to the Administrative Agent for cancellation, and, following such cancellation, if requested by either the assignee or the assigning Lender, the Borrower shall issue and deliver a new Promissory Note to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new commitments and/or outstanding Loans of the assignee and/or the assigning Lender.

(iv)    The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders and their respective successors and assigns, and the commitment of, and principal amount of and interest on the Loans and Commitments owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the

terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and each Lender (but only as to its own holdings), at any reasonable time and from time to time upon reasonable prior notice.

(v)    Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Eligible Assignee, the Eligible Assignee’s completed Administrative Questionnaire and any tax certification required by Section 9.05(b)(ii)(D)(2) (unless the assignee is already a Lender hereunder), the processing and recordation fee referred to in Section 9.05(b)(ii)(C), if applicable, and any written consent to the relevant assignment required by Section 9.05(b)(i), the Administrative Agent shall promptly accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(vi)    By executing and delivering an Assignment and Assumption, the assigning Lender and the Eligible Assignee thereunder shall be deemed to confirm and agree with each other and the other parties hereto as follows: (A) the assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that the amount of its commitments, and the outstanding balances of its Loans, in each case without giving effect to any assignment thereof which has not become effective, are as set forth in such Assignment and Assumption, (B) except as set forth in clause (A) above, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statement, warranty or representation made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, or the financial condition of the Borrower or any Restricted Subsidiary or the performance or observance by the Borrower or any Restricted Subsidiary of any of its obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (C) the assignee represents and warrants that it is an Eligible Assignee, legally authorized to enter into such Assignment and Assumption; (D) the assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 3.04 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; (E) the assignee will independently and without reliance upon the Administrative Agent, the assigning Lender or any other Lender and based on such documents and information as it deems appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (F) the assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent, by the terms hereof, together with such powers as are reasonably incidental thereto; and (G) the assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(c)(i) Any Lender may, without the consent of the Borrower, the Administrative Agent or any other Lender, sell participations to any bank or other entity (other than to any Disqualified Institution, any natural Person or, other than with respect to any participation to any Debt Fund Affiliate (any such participations to a Debt Fund Affiliate being subject to the limitation set forth in the first proviso of the penultimate paragraph set forth in Section 9.05(g), as if the limitation applied to such participations), the Borrower or any of its Affiliates) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which any Lender sells such a participation shall provide that

such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the relevant Participant, agree to any amendment, modification or waiver described in (x) clause (A) of the first proviso to Section 9.02(b) that directly and adversely affects the Loans or Commitments in which such Participant has an interest and (y) clauses (B)(1), (2) or (3) of the first proviso to Section 9.02(b). Subject to paragraph (c)(ii) of this Section 9.05, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the limitations and requirements of such Sections and Section 2.19) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 9.05 and it being understood that the documentation required under Section 2.17(f) shall be delivered solely to the participating Lender, and if additional amounts are required to be paid pursuant to Section 2.17(a) or Section 2.17(c), by the participating Lender to the Borrower and the Administrative Agent. To the extent permitted by applicable Requirements of Law, each Participant also shall be entitled to the benefits of Section 9.09 as though it were a Lender; provided that such Participant shall be subject to Section 2.18(c) as though it were a Lender.

(ii)    No Participant shall be entitled to receive any greater payment under Section 2.15, 2.16 or 2.17 than the participating Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent, not to be unreasonably withheld or delayed, expressly acknowledging that such Participant’s entitlement to benefits under Sections 2.15, 2.16 and 2.17 is not limited to what the participating Lender would have been entitled to receive absent the participation.

Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and their respective successors and registered assigns, and the principal and interest amounts of each Participant’s interest in the Loans or other obligations under the Loan Documents (a “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of any Participant Register (including the identity of any Participant or any information relating to any Participant’s interest in any Commitment, Loan or any other obligation under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the Treasury Regulations, or is otherwise required under the Code or Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and each Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(d)Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (other than to any Disqualified Institution or any natural person) to secure obligations of such Lender, including, without limitation, any pledge or assignment to secure obligations to any Federal Reserve Bank or other central bank having jurisdiction over such Lender, and this Section 9.05 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release any Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(e)Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a

commitment by any SPC to make any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of any Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 2.15, 2.16 or 2.17) and no SPC shall be entitled to any greater amount under Section 2.15, 2.16 or 2.17 or any other provision of this Agreement or any other Loan Document that the Granting Lender would have been entitled to receive, unless the grant to such SPC is made with the prior written consent of the Borrower, not to be unreasonably withheld or delayed, expressly acknowledging that such SPC’s entitlement to benefits under Sections 2.15, 2.16 and 2.17 is not limited to what the Granting Lender would have been entitled to receive absent the grant to the SPC, (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender) and (iii) the Granting Lender shall for all purposes (including approval of any amendment, waiver or other modification of any provision of the Loan Documents) remain the Lender of record hereunder. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one (1) year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the Requirements of Law of the U.S. or any State thereof; provided that (i) such SPC’s Granting Lender is in compliance in all material respects with its obligations to the Borrower hereunder and (ii) each Lender designating any SPC hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such SPC during such period of forbearance. In addition, notwithstanding anything to the contrary contained in this Section 9.05, any SPC may (i) with notice to, but without the prior written consent of, the Borrower or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guaranty or credit or liquidity enhancement to such SPC. Any grant by a Granting Lender to an SPC shall be recorded in the Participant Register pursuant to subsection 9.5(c)(ii).

(f)(i) Any assignment or participation by a Lender without the Borrower’s consent to any Disqualified Institution or otherwise not in compliance with this Section 9.05 shall be subject to the provisions of this Section 9.05(f), and the Borrower shall be entitled to seek specific performance to enforce this Section 9.05(f) in addition to injunctive relief (without posting a bond or presenting evidence of irreparable harm) or any other remedies available to the Borrower at law or in equity; it being understood and agreed that the Borrower and its Subsidiaries will suffer irreparable harm if any Lender breaches any obligation under this Section 9.05 as it relates to any assignment, participation or pledge of any Loan or Commitment to any Disqualified Institution or any other Person to whom the Borrower’s consent is required but not obtained. Nothing in this Section 9.05(f) shall be deemed to prejudice any right or remedy that the Borrower may otherwise have at law or equity. Upon the request of any Lender, the Administrative Agent and the Borrower may make the list of Disqualified Institutions (other than any Disqualified Institution under clause (a)(iii) or (b)(ii) of the definition thereof) available to such Lender so long as such Lender agrees to keep the list of Disqualified Institutions confidential in accordance with the terms hereof and such Lender may provide such list of Disqualified Institutions to any potential assignee or participant on a confidential basis, solely for the purpose of permitting such potential assignee or participant to verify whether such Person constitutes a Disqualified Institution.

(ii)    If any assignment or participation under this Section 9.05 is made to a Disqualified Institution without the Borrower’s prior written consent or otherwise not in compliance with this Section 9.05, then the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Institution (or the applicable Lender) and the Administrative Agent, (A) terminate any Commitment of such Disqualified Institution (or the applicable Lender) and repay all obligations of the Borrower owing to such Disqualified Institution (or the applicable Lender), (B) in the case of any outstanding Term Loans, held by such Disqualified Institution (or the applicable Lender), purchase such Term Loans by paying the lesser of (x) par and (y) the amount that such Disqualified Institution (or the applicable Lender) paid to acquire such Term Loans, plus accrued interest thereon, accrued fees and all other amounts payable to it hereunder and/or (C) require such Disqualified Institution (or the applicable Lender) to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 9.05), all of its interests, rights and obligations under this Agreement to one or more Eligible Assignees; provided that (I) in the case of clause (B), the applicable Disqualified Institution (or the applicable Lender) has received payment of an amount equal to the lesser of (1) par and (2) the amount that such Disqualified Institution (or the applicable Lender) paid for the applicable Loans, plus accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Borrower, (II) in the case of clauses (A) and (B), the Borrower shall not be liable to the relevant Disqualified Institution (or the applicable Lender) under Section 2.16 if any Term Benchmark Loan or RFR Loan owing to such Disqualified Institution (or the applicable Lender) is repaid or purchased other than on the last day of the Interest Period (or, in the case of an RFR Loan, the next applicable Interest Payment Date) relating thereto, (III) in the case of clause (C), the relevant assignment shall otherwise comply with this Section 9.05 (except that (x) no registration and processing fee required under this Section 9.05 shall be required with any assignment pursuant to this paragraph and (y) any Term Loan acquired by any Affiliated Lender pursuant to this paragraph will not be included in calculating compliance with the Affiliated Lender Cap for a period of ninety (90) days following such transfer; provided that, to the extent the aggregate principal amount of Term Loans held by Affiliated Lenders exceeds the Affiliated Lender Cap on the 91st day following such transfer, then such excess amount shall either be (x) contributed to the Borrower or any of its Subsidiaries and retired and cancelled immediately upon such contribution or (y) automatically cancelled) and (IV) in no event shall such Disqualified Institution (or the applicable Lender) be entitled to receive amounts set forth in Section 2.13(e). Further, the Borrower may, upon notice to the Administrative Agent, require that such Disqualified Institution (or the applicable Lender) (A) will not receive information or reporting provided by any Loan Party, the Administrative Agent or any Lender and will not be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, (B) (x) for purposes of determining whether the Required Lenders or the majority Lenders under any Class have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, shall not have any right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any Lender to take (or refrain from taking) any such action, and all Loans held by any Disqualified Institution (or the applicable Lender) shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders, majority Lenders under any Class or all Lenders have taken any actions, and (y) hereby agrees that if a case or proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Loan Party, such Disqualified Institution (or the applicable Lender) will be deemed to vote in the same proportion as Lenders that are not Disqualified Institutions (or the applicable Lender) and that any vote by any such Disqualified Institution in violation of the foregoing shall not be counted and (C) hereby agrees that the provisions of Section 9.03 shall not apply in favor of such Disqualified Institutions (or the applicable Lender). For the sake of clarity, the provisions in this Section

9.05(f) shall not apply to any Person that is an assignee of a Disqualified Institution (or the applicable Lender), if such assignee is not a Disqualified Institution (or the applicable Lender).

(iii)    Notwithstanding anything to the contrary herein, each of the Borrower and each Lender acknowledges and agrees that the Administrative Agent, in its capacity as such, shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions (or the applicable Lender), including whether any Lender or potential Lender is a Disqualified Institution (or the applicable Lender). Without limiting the generality of the foregoing, the Administrative Agent, in its capacity as such, shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Institution (or the applicable Lender) or (y) have any liability with respect to or arising out of any assignment or participation of Loans or Commitments, or disclosure of confidential information, to any Disqualified Institution (or the applicable Lender) (regardless of whether the consent of the Administrative Agent is required thereto), and none of the Borrower, any Lender or their respective Affiliates will bring any claim to such effect.

(g)Notwithstanding anything to the contrary contained herein, any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of its Term Loans to any Affiliated Lender, the Borrower or any of its Restricted Subsidiaries (A) through Dutch Auctions open to all Lenders holding the relevant Term Loans or (B) through open market purchases on a non-pro rata basis, in each case with respect to clauses (A) and (B), without the consent of the Administrative Agent; provided that:

(i)any Term Loans acquired by the Borrower or any of its Restricted Subsidiaries shall, to the extent permitted by applicable Requirements of Law, be retired and cancelled immediately upon the acquisition thereof; provided that upon any such retirement and cancellation, the aggregate outstanding principal amount of the Term Loans shall be deemed reduced by the full par value of the aggregate principal amount of the Term Loans so retired and cancelled, and each principal repayment installment with respect to the Term Loans pursuant to Section 2.10(a) shall be reduced on a pro rata basis by the full par value of the aggregate principal amount of Term Loans so cancelled;

(ii)any Term Loans acquired by any Affiliated Lender may (but shall not be required to) be contributed to the Borrower or any of its Subsidiaries (it being understood that any such Term Loans shall, to the extent permitted by applicable Requirements of Law, be retired and cancelled promptly upon such contribution); provided that upon any such cancellation, the aggregate outstanding principal amount of the applicable Term Loans shall be deemed reduced, as of the date of such contribution, by the full par value of the aggregate principal amount of the Term Loans so contributed and cancelled, and each principal repayment installment with respect to the applicable Term Loans pursuant to Section 2.10(a) shall be reduced pro rata by the full par value of the aggregate principal amount of Term Loans so contributed and cancelled;

(iii)the relevant Affiliated Lender and assigning Lender shall have executed an Affiliated Lender Assignment and Assumption;

(iv)after giving effect to the relevant assignment and to all other assignments to all Affiliated Lenders, the aggregate principal amount of all Term Loans then held by all Affiliated Lenders shall not exceed 25% of the aggregate principal amount of the Term Loans then outstanding (after giving effect to any substantially simultaneous cancellations thereof) (the “Affiliated Lender Cap”); provided that each party hereto acknowledges and agrees that the

Administrative Agent shall not be liable for any losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person in connection with any compliance or non-compliance with this clause (g)(iv) or any purported assignment exceeding the Affiliated Lender Cap (it being understood and agreed that the Affiliated Lender Cap is intended to apply to any Term Loans made available to Affiliated Lenders by means other than formal assignment (e.g., as a result of an acquisition of another Lender (other than any Debt Fund Affiliate)) by any Affiliated Lender or the provision of Additional Term Loans by any Affiliated Lender); provided, further, that to the extent that any assignment to any Affiliated Lender would result in the aggregate principal amount of Term Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap (after giving effect to any substantially simultaneous cancellations thereof), the assignment of the relevant excess amount shall be null and void;

(v)in connection with any assignment effected pursuant to a Dutch Auction and/or open market purchase conducted by the Borrower or any of its Restricted Subsidiaries, no Event of Default exists at the time of acceptance of bids for the Dutch Auction or the confirmation of such open market purchase, as applicable; and

(vi)by its acquisition of Term Loans, each relevant Affiliated Lender shall be deemed to have acknowledged and agreed that:

(A)    subject to clause (iv) above, the Term Loans held by such Affiliated Lender shall be disregarded in both the numerator and denominator in the calculation of any Required Lender or other Lender vote (and the Term Loans held by such Affiliated Lender shall be deemed to be voted pro rata along with the other Lenders that are not Affiliated Lenders); provided that (x) such Affiliated Lender shall have the right to vote (and the Term Loans held by such Affiliated Lender shall not be so disregarded) with respect to any amendment, modification, waiver, consent or other action that requires the vote of all Lenders or all Lenders directly and adversely affected thereby, as the case may be, and (y) no amendment, modification, waiver, consent or other action shall (1) disproportionately affect such Affiliated Lender in its capacity as a Lender as compared to other Lenders of the same Class that are not Affiliated Lenders or (2) deprive any Affiliated Lender of its share of any payments which the Lenders are entitled to share on a pro rata basis hereunder, in each case without the consent of such Affiliated Lender; and

(B)    such Affiliated Lender, solely in its capacity as an Affiliated Lender, will not be entitled to (i) attend (including by telephone) or participate in any meeting or discussion (or portion thereof) among the Administrative Agent or any Lender or among Lenders to which the Loan Parties or their representatives are not invited or (ii) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and one or more Lenders, except to the extent such information or materials have been made available by the Administrative Agent or any Lender to any Loan Party or its representatives (and in any case, other than the right to receive notices of Borrowings, prepayments and other administrative notices in respect of its Term Loans required to be delivered to Lenders pursuant to Article 2);

(vii)no Affiliated Lender shall be required to represent or warrant that it is not in possession of material non-public information with respect to the Borrower and/or any Subsidiary

thereof and/or their respective securities in connection with any assignment permitted by this Section 9.05(g); and

(viii)in any case or proceeding under any Debtor Relief Law, the interest of any Affiliated Lender in any Term Loan will be deemed to be voted in the same proportion as the vote of Lenders that are not Affiliated Lenders on the relevant matter; provided that each Affiliated Lender will be entitled to vote its interest in any Term Loan to the extent that any plan of reorganization or similar dispositive restructuring plan with respect to which the relevant vote is sought proposes to treat the interest of such Affiliated Lender in such Term Loan in a manner that is less favorable to such Affiliated Lender than the proposed treatment of Term Loans held by other Term Lenders.

Notwithstanding anything to the contrary contained herein, any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of its Term Loans to any Debt Fund Affiliate, and any Debt Fund Affiliate may, from time to time, purchase Term Loans (x) on a non-pro rata basis through Dutch Auctions open to all applicable Lenders or (y) on a non-pro rata basis through open market purchases without the consent of the Administrative Agent, in each case, notwithstanding the requirements set forth in subclauses (i) through (viii) of this clause (g); provided that the Term Loans held by all Debt Fund Affiliates shall not account for more than 49.9% of the amounts included in determining whether the Required Lenders have (A) consented to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document; it being understood and agreed that the portion of the Term Loan that accounts for more than 49.9% of the relevant Required Lender action shall be deemed to be voted pro rata along with other Lenders that are not Debt Fund Affiliates. Any Term Loans acquired by any Debt Fund Affiliate may (but shall not be required to) be contributed to the Borrower or any of its Subsidiaries for purposes of cancelling such Indebtedness (it being understood that any Term Loans so contributed shall be retired and cancelled immediately upon thereof); provided that upon any such cancellation, the aggregate outstanding principal amount of the relevant Class of Loans shall be deemed reduced, as of the date of such contribution, by the full par value of the aggregate principal amount of the Loans so contributed and cancelled, and each principal repayment installment with respect to the Term Loans pursuant to Section 2.10(a) shall be reduced pro rata by the full par value of the aggregate principal amount of any applicable Term Loans so contributed and cancelled.

Section 9.06.Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loan regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect until the Termination Date. The provisions of Sections 2.15, 2.16, 2.17, 9.03 and 9.13 and Article 8 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the occurrence of the Termination Date or the termination of this Agreement or any provision hereof but in each case, subject to the limitations set forth in this Agreement.

Section 9.07.Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other

Loan Documents, the Engagement Letter and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire agreement among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective when it has been executed by the Borrower and the Administrative Agent and when the Administrative Agent has received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic transmission (including by email as a “.pdf” or “.tif” attachment) shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 9.08.Severability. To the extent permitted by applicable Requirements of Law, any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 9.09.Right of Setoff. At any time when an Event of Default exists, the Administrative Agent and each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Requirements of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations (in any currency) at any time owing by the Administrative Agent or such Lender to or for the credit or the account of any Loan Party against any of and all the Secured Obligations held by the Administrative Agent or such Lender, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under the Loan Documents and although such obligations may be contingent or unmatured or are owed to a branch or office of such Lender different than the branch or office holding such deposit or obligation on such Indebtedness. Any applicable Lender shall promptly notify the Borrower and the Administrative Agent of such set-off or application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section 9.09. The rights of each Lender and the Administrative Agent under this Section 9.09 are in addition to other rights and remedies (including other rights of setoff) which such Lender or the Administrative Agent may have.

Section 9.10.Governing Law; Jurisdiction; Consent to Service of Process.

(a)THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN ANY OTHER LOAN DOCUMENT) AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN ANY OTHER LOAN DOCUMENT), SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(b)EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK (OR ANY APPELLATE COURT THEREFROM) OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL (EXCEPT AS PERMITTED BELOW) BE HEARD AND DETERMINED IN SUCH NEW YORK

STATE OR, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, FEDERAL COURT. EACH PARTY HERETO AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY REGISTERED MAIL ADDRESSED TO SUCH PERSON SHALL BE EFFECTIVE SERVICE OF PROCESS AGAINST SUCH PERSON FOR ANY SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT. EACH PARTY HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY APPLICABLE REQUIREMENTS OF LAW. EACH PARTY HERETO AGREES THAT THE ADMINISTRATIVE AGENT RETAINS THE RIGHT TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION SOLELY IN CONNECTION WITH THE EXERCISE OF ITS RIGHTS UNDER ANY COLLATERAL DOCUMENT.

(c)EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION 9.10. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, ANY CLAIM OR DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION, SUIT OR PROCEEDING IN ANY SUCH COURT.

(d)TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL) DIRECTED TO IT AT ITS ADDRESS FOR NOTICES AS PROVIDED FOR IN SECTION 9.01. EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT THAT SERVICE OF PROCESS WAS INVALID AND INEFFECTIVE. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE REQUIREMENTS OF LAW.

Section 9.11.Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

Section 9.12.Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 9.13.Confidentiality. Each of the Administrative Agent, each Lender, each Arranger, each First Amendment Arranger (as defined in the First Amendment), each Second Amendment Arranger (as defined in the Second Amendment), the Third Amendment Arranger (as defined in the Third Amendment), each Fourth Amendment Arranger (as defined in the Fourth Amendment), each Fifth Amendment Arranger (as defined in the Fifth Amendment), each Sixth Amendment Arranger (as defined in the Sixth Amendment), each Seventh Amendment Arranger (as defined in the Seventh Amendment), each Tenth Amendment Arranger (as defined in the Tenth Amendment), each Eleventh Amendment Arranger and(as defined in the Eleventh Amendment), each Twelfth Amendment Arranger (as defined in the Twelfth Amendment) and each Thirteenth Amendment Arranger (as defined in the Thirteenth Amendment) agrees (and each Lender agrees to cause its SPC, if any) to maintain the confidentiality of the Confidential Information (as defined below), except that Confidential Information may be disclosed (a) to its and its Affiliates’ directors, officers, managers, employees, independent auditors, or other experts and advisors, including accountants, legal counsel and other advisors (collectively, the “Representatives”) on a “need to know” basis solely in connection with the transactions contemplated hereby and who are informed of the confidential nature of the Confidential Information and are or have been advised of their obligation to keep the Confidential Information of this type confidential; provided that such Person shall be responsible for its Affiliates’ and their Representatives’ compliance with this paragraph; provided, further, that unless the Borrower otherwise consents, no such disclosure shall be made by the Administrative Agent, any Arranger, any First Amendment Arranger (as defined in the First Amendment), any Second Amendment Arranger (as defined in the Second Amendment), the Third Amendment Arranger (as defined in the Third Amendment), any Fourth Amendment Arranger (as defined in the Fourth Amendment), any Fifth Amendment Arranger (as defined in the Fifth Amendment), any Sixth Amendment Arranger (as defined in the Sixth Amendment), any Seventh Amendment Arranger (as defined in the Seventh Amendment), any Tenth Amendment Arranger (as defined in the Tenth Amendment), any Eleventh Amendment Arranger (as defined in the Eleventh Amendment), any Twelfth Amendment Arranger any(as defined in the Twelfth Amendment), any Thirteenth Amendment Arranger (as defined in the Thirteenth Amendment), any Lender or any Affiliate or Representative thereof to any Affiliate or Representative of the Administrative Agent, any Arranger, any First Amendment Arranger (as defined in the First Amendment), any Second Amendment Arranger (as defined in the Second Amendment), the Third Amendment Arranger (as defined in the Third Amendment), any Fourth Amendment Arranger (as defined in the Fourth Amendment), any Fifth Amendment Arranger (as defined in the Fifth Amendment), any Sixth Amendment Arranger (as defined in the Sixth Amendment), any Seventh Amendment Arranger (as defined in the Seventh Amendment), any Tenth Amendment Arranger (as defined in the Tenth Amendment), any Eleventh Amendment Arranger (as defined in the Eleventh Amendment), any Twelfth Amendment Arranger (as defined in the Twelfth Amendment), any Thirteenth Amendment Arranger (as defined in the Thirteenth Amendment), or any Lender that is a Disqualified Institution, (b) to the extent compelled by legal process in, or reasonably necessary to, the defense of such legal, judicial or administrative proceeding, in any legal, judicial or administrative proceeding or otherwise as required by applicable Requirements of Law (in which case such Person shall (i) to the extent permitted by applicable Requirements of Law, inform the Borrower promptly in advance thereof and (ii) use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment), (c) upon the demand or request of any regulatory or governmental authority (including any self-regulatory body) purporting to have jurisdiction over such Person or its Affiliates (in

which case such Person shall, except with respect to any audit or examination conducted by bank accountants or any Governmental Authority or regulatory or self-regulatory authority exercising examination or regulatory authority, to the extent permitted by applicable Requirements of Law, (i) inform the Borrower promptly in advance thereof and (ii) use commercially reasonable efforts to ensure that any information so disclosed is accorded confidential treatment), (d) to any other party to this Agreement, (e) subject to an acknowledgment and agreement by the relevant recipient that the Confidential Information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as otherwise reasonably acceptable to the Borrower and the Administrative Agent, including as set forth in the Information Memorandum) in accordance with the standard syndication process of the Arrangers, the First Amendment Arrangers (as defined in the First Amendment), the Second Amendment Arrangers (as defined in the Second Amendment), the Third Amendment Arranger (as defined in the Third Amendment), the Fourth Amendment Arrangers (as defined in the Fourth Amendment), the Fifth Amendment Arrangers (as defined in the Fifth Amendment), the Sixth Amendment Arrangers (as defined in the Sixth Amendment), the Seventh Amendment Arrangers (as defined in the Seventh Amendment), the Tenth Amendment Arrangers (as defined in the Tenth Amendment), the Eleventh Amendment Arrangers (as defined in the Eleventh Amendment), the Twelfth Amendment Arrangers (as defined in the FirstTwelfth Amendment), Secondthe Thirteenth Amendment Arrangers (as defined in the SecondThirteenth Amendment), Third Amendment Arranger, Fourth Amendment Arrangers, Fifth Amendment Arrangers, Sixth Amendment Arrangers, Seventh Amendment Arrangers, Tenth Amendment Arrangers, Eleventh Amendment Arrangers or Twelfth Amendment Arrangers, as applicable, or market standards for dissemination of the relevant type of information, which shall in any event require “click through” or other affirmative action on the part of the recipient to access the Confidential Information and acknowledge its confidentiality obligations in respect thereof, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or prospective Participant in, any of its rights or obligations under this Agreement, including any SPC (in each case other than a Disqualified Institution), (ii) any pledgee referred to in Section 9.05, (iii) any actual or prospective, direct or indirect contractual counterparty (or its advisors) to any Derivative Transaction (including any credit default swap) or similar derivative product to which any Loan Party is a party and (iv) subject to the Borrower’s prior approval of the information to be disclosed, (x) to Moody’s or S&P on a confidential basis in connection with obtaining or maintaining ratings as required under Section 5.13 or (y) to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the facilities or, on a confidential basis, market data collectors and service providers to the Administrative Agent in connection with the administration and management of this Agreement and the Loan Documents, (f) with the prior written consent of the Borrower and (g) to the extent the Confidential Information becomes publicly available other than as a result of a breach of this Section 9.13 by such Person, its Affiliates or their respective Representatives. For purposes of this Section 9.13, “Confidential Information” means all information relating to the Borrower and/or any of its Subsidiaries and their respective businesses or the Transactions (including any information obtained by the Administrative Agent, any Lender, any Arranger, any First Amendment Arranger (as defined in the First Amendment), any Second Amendment Arranger (as defined in the Second Amendment), the Third Amendment Arranger (as defined in the Third Amendment), any Fourth Amendment Arranger (as defined in the Fourth Amendment), any Fifth Amendment Arranger (as defined in the Fifth Amendment), any Sixth Amendment Arranger (as defined in the Sixth Amendment), any Seventh Amendment Arranger (as defined in the Seventh Amendment), any Tenth Amendment Arranger (as defined in the Tenth Amendment), any Eleventh Amendment Arranger (as defined in the Eleventh Amendment), any Twelfth Amendment Arranger (as defined in the Twelfth Amendment), any Thirteenth Amendment Arranger (as defined in the Thirteenth Amendment), or any of their respective Affiliates or Representatives, based on a review of any books and records relating to the Borrower and/or any of its Subsidiaries and their

respective Affiliates from time to time, including prior to the date hereof) other than any such information that is publicly available to the Administrative Agent, any Arranger, any First Amendment Arranger (as defined in the First Amendment), any Second Amendment Arranger (as defined in the Second Amendment), the Third Amendment Arranger (as defined in the Third Amendment), any Fourth Amendment Arranger (as defined in the Fourth Amendment), any Fifth Amendment Arranger (as defined in the Fifth Amendment), any Sixth Amendment Arranger (as defined in the Sixth Amendment), any Seventh Amendment Arranger (as defined in the Seventh Amendment), any Tenth Amendment Arranger (as defined in the Tenth Amendment), any Eleventh Amendment Arranger (as defined in the Eleventh Amendment), any Twelfth Amendment Arranger (as defined in the Twelfth Amendment), any Thirteenth Amendment Arranger (as defined in the Thirteenth Amendment), or Lender on a non-confidential basis prior to disclosure by the Borrower or any of its Subsidiaries. For the avoidance of doubt, in no event shall any disclosure of any Confidential Information be made to a Person that is a Disqualified Institution at the time of disclosure.

Section 9.14.No Fiduciary Duty. Each of the Administrative Agent, the Arrangers, any First Amendment Arranger (as defined in the First Amendment), any Second Amendment Arranger (as defined in the Second Amendment), the Third Amendment Arranger (as defined in the Third Amendment), any Fourth Amendment Arranger (as defined in the Fourth Amendment), any Fifth Amendment Arranger (as defined in the Fifth Amendment), any Sixth Amendment Arranger (as defined in the Sixth Amendment), any Seventh Amendment Arranger (as defined in the Seventh Amendment), any Tenth Amendment Arranger (as defined in the Tenth Amendment), any Eleventh Amendment Arranger (as defined in the Eleventh Amendment), any Twelfth Amendment Arranger (as defined in the Twelfth Amendment), any Thirteenth Amendment Arranger (as defined in the Thirteenth Amendment), each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Arranger, any First Amendment Arranger (as defined in the First Amendment), any Second Amendment Arranger (as defined in the Second Amendment), the Third Amendment Arranger (as defined in the Third Amendment), any Fourth Amendment Arranger (as defined in the Fourth Amendment), any Fifth Amendment Arranger (as defined in the Fifth Amendment), any Sixth Amendment Arranger (as defined in the Sixth Amendment), any Seventh Amendment Arranger (as defined in the Seventh Amendment), any Tenth Amendment Arranger (as defined in the Tenth Amendment), any Eleventh Amendment Arranger (as defined in the Eleventh Amendment), any Twelfth Amendment Arranger, (as defined in the Twelfth Amendment), any Thirteenth Amendment Arranger (as defined in the Thirteenth Amendment), any Lender or their respective Affiliates, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender, in its capacity as such, has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender, in its capacity as such, is acting solely as principal and not as the agent

or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. To the fullest extent permitted by the applicable Requirements of Law, each Loan Party hereby agrees not to assert any claim against the Administrative Agent, the Arrangers, the First Amendment Arrangers (as defined in the First Amendment), the Second Amendment Arrangers (as defined in the Second Amendment), the Third Amendment Arranger (as defined in the Third Amendment), the Fourth Amendment Arrangers (as defined in the Fourth Amendment), the Fifth Amendment Arrangers (as defined in the Fifth Amendment), the Sixth Amendment Arrangers (as defined in the Sixth Amendment), the Seventh Amendment Arrangers (as defined in the Seventh Amendment), the Tenth Amendment Arrangers (as defined in the Tenth Amendment), the Eleventh Amendment Arrangers (as defined in the Eleventh Amendment), the Twelfth Amendment Arrangers (as defined in the Twelfth Amendment), the Thirteenth Amendment Arrangers (as defined in the Thirteenth Amendment), any Lender or any of their respective Affiliates with respect to any alleged breach of fiduciary duty arising solely by virtue of this Agreement.

Section 9.15.Several Obligations. The respective obligations of the Lenders hereunder are several and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder.

Section 9.16.USA PATRIOT Act. Each Lender that is subject to the requirements of the USA PATRIOT Act hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the USA PATRIOT Act.

Section 9.17.Disclosure of Agent Conflicts. Each Loan Party and each Lender hereby acknowledge and agree that the Administrative Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their respective Affiliates.

Section 9.18.Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens for the benefit of the Administrative Agent and the Lenders, in assets which, in accordance with Article 9 of the UCC or any other applicable Requirement of Law can be perfected only by possession. If any Lender (other than the Administrative Agent) obtains possession of any Collateral, such Lender shall notify the Administrative Agent thereof and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions. The Lenders hereby acknowledge and agree that the Administrative Agent may act, subject to and in accordance with the terms of any Acceptable Intercreditor Agreement, and any other applicable intercreditor or subordination agreement, as the collateral agent for the Lenders.

Section 9.19.Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable Requirements of Law (collectively the “Charged Amounts”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable

Requirements of Law, the rate of interest payable in respect of such Loan hereunder, together with all Charged Amounts payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charged Amounts that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 9.19 shall be cumulated and the interest and Charged Amounts payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, have been received by such Lender.

Section 9.20.Conflicts. Notwithstanding anything to the contrary contained herein or in any other Loan Document, in the event of any conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall govern and control; provided that in the case of any conflict or inconsistency between any Acceptable Intercreditor Agreement and any Loan Document, the terms of any Acceptable Intercreditor Agreement shall govern and control.

Section 9.21.Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, any Subsidiary Guarantor shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary, (ii) upon such Subsidiary Guarantor becoming or constituting an Excluded Subsidiary as a result of a transaction or transactions permitted hereunder and/or (iii) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Financial Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.21 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Section 9.22.Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding of the parties hereto, each such party acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b)the effects of any Bail-In Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Section 9.23.Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party under a Supported QFC or any QFC Credit Support.

[Signature Pages Intentionally Omitted]

189

Document

Exhibit 21.1

	Jurisdiction of	D/B/A
Entity	Incorporation	Jurisdiction
25 Corporate Drive, LLC	Delaware
30 Corporate Drive, LLC	Delaware
35 Corporate Drive, LLC	Delaware
345-1 Partners, LLC	Delaware
345-2 Partners, LLC	Delaware
345-3 Partners, LLC	Delaware
345-4 Partners, LLC	Delaware
345-30 Partners, LLC	Delaware
345-40 Partners, LLC	Delaware
345-50 Partners, LLC	Delaware
345-7501 MM, LLC	Delaware
345-JV Partners, LLC	Delaware
345-Lux EUR Partners, LLC	Delaware
345-Lux GBP Partners, LLC	Delaware
42-16 Partners, LLC	Delaware
42-16 CLO Holdco, LLC	Delaware
42-16 CLO Holdco A, LLC	Delaware
42-16 CLO Holdco B, LLC	Delaware
42-16 CLO Holdings A, LLC	Delaware
42-16 CLO Holdings B, LLC	Delaware
42-16 CLO L Sell, LLC	Delaware
42-16 CLO Partners A, LLC	Delaware
42-16 CLO Partners B, LLC	Delaware
42-16 CLO Sub A, LLC	Delaware
42-16 CLO Sub B, LLC	Delaware
42-16 CLO (Partnership), LLC	Delaware
42-16 CLO (Sub-REIT), LLC	Delaware
42-16 CLO (TRS), LLC	Delaware
Alpha Excess, LLC	Delaware
Alpha Originations, LLC	Delaware
Alpha Parlex 1, LLC	Delaware
Alpha Parlex 2, LLC	Delaware
Alpha Parlex 3, LLC	Delaware
Alpha Parlex 4, LLC	Delaware
Alpha Parlex 5, LLC	Delaware
Alpha Parlex 6, LLC	Delaware
Alpha Parlex 7, LLC	Delaware
Alpha Parlex 8, LLC	Delaware
Alpha Parlex 9, LLC	Delaware
Alpha Parlex 10, LLC	Delaware
Ambassador AUD Holdings, LLC	Delaware
Ambassador CAD Holdings, LLC	Delaware
---	---
Ambassador CHF Holdings, LLC	Delaware
Ambassador DKK Holdings, LLC	Delaware
Ambassador EUR Holdings, LLC	Delaware
Ambassador GBP Holdings, LLC	Delaware
Ambassador SEK Holdings, LLC	Delaware
BREC-I Holdco, LLC	Delaware
BXMT 2017-FL1, LLC	Delaware
BXMT 2017-FL1, Ltd.	Cayman Islands
BXMT 2020-FL2, LLC	Delaware
BXMT 2020-FL2, Ltd.	Cayman Islands
BXMT 2020-FL2 REO Holdco, LLC	Delaware
BXMT 2020-FL3, LLC	Delaware
BXMT 2020-FL3, Ltd.	Cayman Islands
BXMT 2020-FL3 REO Holdco, LLC	Delaware
BXMT 2021-FL4, LLC	Delaware
BXMT 2021-FL4, Ltd.	Cayman Islands
BXMT 2021-FL4 REO Holdco, LLC	Delaware
BXMT 2025-FL5, LLC	Delaware
BXMT 2025-FL5, Ltd.	Cayman Islands
BXMT 2026-FL6, LLC	Delaware
BXMT 2026-FL6, Ltd.	Cayman Islands
Canada Office Portfolio Finco 2014, LLC	Delaware
Castle EUR Finco, LLC	Delaware
Castle EUR IE Issuer DAC	Ireland
Castle UK Finco, LLC	Delaware
Castle GBP IE Issuer DAC	Ireland
CML JV Member, LLC	Delaware
De Vere Resorts Finco 2014, LLC	Delaware
Five Acre Prefco LLC	Delaware
Gloss Finco 1, LLC	Delaware
Gloss Finco 2, LLC	Delaware
Gloss Finco 3, LLC	Delaware
Gloss GBP Finco 2, LLC	Delaware
Gloss Holdco 1, LLC	Delaware
Gloss Holdco 2, LLC	Delaware
Gloss Noteco 1, LLC	Delaware
Gloss Noteco 2, LLC	Delaware
Husky DKK Finco, LLC	Delaware
Husky Finco, LLC	Delaware
Husky Finco II, LLC	Delaware
Husky AU Finco, LLC	Delaware
Husky CAD Finco, LLC	Delaware
Husky CHF Finco, LLC	Delaware
Husky EUR Finco, LLC	Delaware
---	---
Husky SEK Finco, LLC	Delaware
Husky UK Finco, LLC	Delaware
Husky Stonelex Holdco, LLC	Delaware
KA Finco, LLC	Delaware
KK-RR Finco, LLC	Delaware
LO-JR Finco, LLC	Delaware
Magma Finco 12, LLC	Delaware
Magma Finco 13, LLC	Delaware
Magma Finco 16, LLC	Delaware
Molten Husky EUR Partners GP, LLC	Delaware
Molten Partners, LLC	Delaware
NNN JV Member LLC	Delaware
Parlex 1 Finance, LLC	Delaware
Parlex 2 Finance, LLC	Delaware
Parlex 2 AU HoldCo, LLC	Delaware
Parlex 2 AU HoldCo II, LLC	Delaware
Parlex 2 AU Sub Trust	Australia
Parlex 2 AU Trust	Australia
Parlex 2 AU Finco, LLC	Delaware
Parlex 2 CAD Finco, LLC	Delaware
Parlex 2 EUR Finco, LLC	Delaware
Parlex 2 UK Finco, LLC	Delaware
Parlex 2A Finco, LLC	Delaware
Parlex 3 Finance, LLC	Delaware
Parlex 3 AU Finco, LLC	Delaware
Parlex 3 CAD Finco, LLC	Delaware
Parlex 3 EUR Finco, LLC	Delaware
Parlex 3 UK Finco, LLC	Delaware
Parlex 3A USD IE Issuer DAC	Ireland
Parlex 3A EUR Finco, LLC	Delaware
Parlex 3A EUR IE Issuer DAC	Ireland
Parlex 3A Finco, LLC	Delaware
Parlex 3A UK Finco, LLC	Delaware
Parlex 3A GBP IE Issuer DAC	Ireland
Parlex 3A CAD Finco, LLC	Delaware
Parlex 3A CAD IE Issuer DAC	Ireland
Parlex 3A SEK Finco, LLC	Delaware
Parlex 3A SEK IE Issuer DAC	Ireland
Parlex 4 Finance, LLC	Delaware
Parlex 4 UK Finco, LLC	Delaware
Parlex 5 Finco, LLC	Delaware
Parlex 5 Ken Finco, LLC	Delaware
Parlex 5 Ken CAD Finco, LLC	Delaware
---	---
Parlex 5 Ken EUR Finco, LLC	Delaware
Parlex 5 Ken ONT Finco, LLC	Delaware
Parlex 5 Ken UK Finco, LLC	Delaware
Parlex 6 DKK Finco, LLC	Delaware
Parlex 6 EUR Finco, LLC	Delaware
Parlex 6 Finco, LLC	Delaware
Parlex 6 AU Finco, LLC	Delaware
Parlex 6 UK Finco, LLC	Delaware
Parlex 7 Finco, LLC	Delaware
Parlex 8 EUR Finco, LLC	Delaware
Parlex 8 Finco, LLC	Delaware
Parlex 8 GBP Finco, LLC	Delaware
Parlex 8 USD IE Issuer DAC	Ireland
Parlex 8 EUR IE Issuer DAC	Ireland
Parlex 8 GBP IE Issuer DAC	Ireland
Parlex 8 Lux EUR Finco, S.a r.l.	Luxembourg
Parlex 8 Lux EUR Pledgeco, S.a r.l.	Luxembourg
Parlex 9 Finco, LLC	Delaware
Parlex 10 Finco, LLC	Delaware
Parlex 10 Lux EUR Finco, S.a r.l.	Luxembourg
Parlex 10 Lux EUR Pledgeco, S.a r.l.	Luxembourg
Parlex 10 Lux GBP Finco, S.a r.l.	Luxembourg
Parlex 10 Lux GBP Pledgeco, S.a r.l.	Luxembourg
Parlex 11 Finco, LLC	Delaware
Parlex 14 AU Finco, LLC	Delaware
Parlex 14 CHF Finco, LLC	Delaware
Parlex 14 EUR Finco, LLC	Delaware
Parlex 14 Finco, LLC	Delaware
Parlex 14 UK Finco, LLC	Delaware
Parlex 15 AU Finco, LLC	Delaware
Parlex 15 Finco, LLC	Delaware
Parlex 15 Holdco, LLC	Delaware
Parlex 15 Lux EUR Finco, S.a r.l.	Luxembourg
Parlex 15 Lux EUR Pledgeco, S.a r.l.	Luxembourg
Parlex 17 Finco, LLC	Delaware
Parlex 18 Finco, LLC	Delaware
Parlex 19 EUR Finco, LLC	Delaware
Parlex 19 EUR IE Issuer DAC	Ireland
Parlex 19 UK Finco, LLC	Delaware
Parlex 19 GBP IE Issuer DAC	Ireland
Parlex 20 Finco, LLC	Delaware
Parlex 21 Finco, LLC	Delaware
Parlex 22 EUR Finco, LLC	Delaware
---	---
Parlex 22 UK Finco, LLC	Delaware
Parlex 23 Finco, LLC	Delaware
Parlex 2022-1 Issuer Trust	Australia
Parlex AU-A Finco, LLC	Delaware
Parlex ONT Partners GP, LLC	Delaware
Parlex ONT Partners, LP	Canada
Q Hotels Finco 2014, LLC	Delaware
RH Finco, LLC	Delaware
Roadway Corporate Drive, LLC	Delaware
Silver Fin Master Holding, LP	Cayman Islands
Silver Fin Hold TC Pty Ltd	Australia
Silver Fin Hold Trust	Australia
Silver Fin II Sub TC Pty Ltd	Australia
Silver Fin II Sub Trust	Australia
Silver Fin Sub TC Pty Ltd	Australia
Silver Fin Sub Trust	Australia
Silver Holdco I, LLC	Delaware
Silver Holdco II, LLC	Delaware
SL-JR Finco, LLC	Delaware
SM-CI Finco, LLC	Delaware
Spring Finco, LLC	Delaware
Stonelex A, LLC	Delaware
Stonelex B JV, LLC	Delaware
Stonelex B, LLC	Delaware
Stonelex C Member, LLC	Delaware
Stonelex C Victor, LLC	Delaware
Stonelex C, LLC	Delaware
Stonelex D Victor, LLC	Delaware
Stonelex D, LLC	Delaware
Stonelex E, LLC	Delaware
Stonelex F Victor, LLC	Delaware
Stonelex F, LLC	Delaware
Stonelex G Member, LLC	Delaware
Stonelex G Victor, LLC	Delaware
Stonelex G, LLC	Delaware
Stonelex H Victor, LLC	Delaware
Stonelex H, LLC	Delaware
Stonelex Holdco, LLC	Delaware
UCJV Holdco LLC	Delaware
Victor Holdings I, LLC	Delaware
Village Finco 2022, LLC	Delaware
WD-BXMT Lending, LLC	Delaware
Wispar 1 Finco, LLC	Delaware
Wispar 2 Finco, LLC	Delaware
Wispar 3 Finco, LLC	Delaware
---	---
Wispar 4 Finco, LLC	Delaware
Wispar 5 Finco, LLC	Delaware
Wispar 6 Finco, LLC	Delaware
Wispar Husky Finco, LLC	Delaware
Wispar Stonelex A, LLC	Delaware
Wispar Victor, LLC	Delaware
WL-OC Finco, LLC	Delaware

Document

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statements on Form S-3 (File No. 333-289091) and on Form S-8 (File Nos. 333-225774 and 333-265804) pertaining to (i) the Blackstone Mortgage Trust, Inc. 2018 Stock Incentive Plan and (ii) the Blackstone Mortgage Trust, Inc. Stock Incentive Plan of our report dated February 11, 2026 relating to the consolidated financial statements and financial statement schedule of Blackstone Mortgage Trust, Inc. and subsidiaries (the “Company”), and the effectiveness of the Company's internal control over financial reporting, appearing in this Annual Report on Form 10-K of Blackstone Mortgage Trust, Inc. for the year ended December 31, 2025.

/s/ Deloitte & Touche LLP

New York, NY

February 11, 2026

Document

Exhibit 31.1

CERTIFICATION PURSUANT TO 17 CFR 240.13a-14 PROMULGATED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy S. Johnson, certify that:

1.I have reviewed this annual report on Form 10-K of Blackstone Mortgage Trust, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 11, 2026

/s/ Timothy S. Johnson   
Timothy S. Johnson Chief Executive Officer

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Exhibit 31.2

CERTIFICATION PURSUANT TO 17 CFR 240.13a-14 PROMULGATED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Anthony F. Marone, Jr., certify that:

1.I have reviewed this annual report on Form 10-K of Blackstone Mortgage Trust, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 11, 2026

/s/ Anthony F. Marone, Jr.
Anthony F. Marone, Jr. Chief Financial Officer

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Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Blackstone Mortgage Trust, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy S. Johnson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Timothy S. Johnson    
Timothy S. Johnson Chief Executive Officer February 11, 2026

This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Document

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Blackstone Mortgage Trust, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anthony F. Marone, Jr., Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Anthony F. Marone, Jr.

Anthony F. Marone, Jr. Chief Financial Officer February 11, 2026

This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.