TPG RE FINANCE TRUST, INC. (a Maryland corporation) 7,000,000 Shares of 6.25% Series C Cumulative Redeemable Preferred Stock, $0.001 par value per share UNDERWRITING AGREEMENT Dated: June 7, 2021Underwriting Agreement • June 10th, 2021 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 21st, 2017 • TPG RE Finance Trust, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 201 , by and between TPG RE Finance Trust, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG TPG RE FINANCE TRUST, INC. AND CERTAIN STOCKHOLDERS DATED AS OF DECEMBER 15, 2014Registration Rights Agreement • July 10th, 2017 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of December 15, 2014, is made by and among:
ContractMaster Repurchase and Securities Contract • April 25th, 2017 • TPG RE Finance Trust, Inc. • New York
THIS MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of May 25, 2016 (this “Agreement”), is made by and between TPG RE FINANCE 11, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (as more specifically defined below, “Buyer”). Seller and Buyer (each also a “Party”) hereby agree as follows:
MANAGEMENT AGREEMENT by and between TPG RE Finance Trust, Inc. and TPG RE Finance Trust Management, L.P.Management Agreement • July 25th, 2017 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York
MANAGEMENT AGREEMENT, dated as of July 25, 2017, by and between TPG RE Finance Trust, Inc., a Maryland corporation, and TPG RE Finance Trust Management, L.P., a Delaware limited partnership (the “Manager”).
Dated as of February 16, 2022 TRTX 2022-FL5 ISSUER, LTD., as Issuer, and TPG RE FINANCE TRUST MANAGEMENT, L.P., as Collateral Manager COLLATERAL MANAGEMENT AGREEMENTCollateral Management Agreement • February 23rd, 2022 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York
THIS COLLATERAL MANAGEMENT AGREEMENT, dated as of February 16, 2022 (this “Agreement”), is entered into by and between TRTX 2022-FL5 ISSUER, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (together with its successors and assigns permitted hereunder, the “Issuer”), and TPG RE FINANCE TRUST MANAGEMENT, L.P., a limited partnership organized under the laws of the State of Delaware (“TPG Manager” or, in its capacity as Collateral Manager, together with its successors and assigns in such capacity, the “Collateral Manager”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed thereto in the Indenture, dated as of the date hereof (the “Indenture”), by and among the Issuer, TRTX 2022-FL5 Co-Issuer, LLC, as co‑issuer (the “Co‑Issuer”), Wilmington Trust, National Association, as trustee (the “Trustee”), Computershare Trust Company, National Association, as note administrator, paying agent,
GUARANTEE AGREEMENTGuarantee Agreement • April 25th, 2017 • TPG RE Finance Trust, Inc. • New York
GUARANTEE AGREEMENT, dated as of May 25, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by TPG RE FINANCE TRUST HOLDCO, LLC, a Delaware limited liability company having its principal place of business at c/o TPG RE Finance Trust Management, L.P. , 888 Seventh Avenue, 35th Floor, New York, NY 10106 (the “Guarantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Buyer”) and any of its parent, subsidiary or affiliated companies.
MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • October 28th, 2019 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York
MASTER REPURCHASE AGREEMENT, dated as of August 13, 2019 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and between BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (including any successor thereto, “Purchaser”) and TPG RE FINANCE 23, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Seller”).
GUARANTYGuaranty • October 28th, 2019 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York
GUARANTY, dated as of August 13, 2019 (this “Guaranty”), made by TPG RE FINANCE TRUST HOLDCO, LLC, a Delaware limited liability company (“Guarantor”), for the benefit of BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (“Purchaser”).
TRTX 2022-FL5 ISSUER, LTD., as Issuer, COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Preferred Share Paying Agent, and MAPLESFS LIMITED, as Preferred Share Registrar and Administrator PREFERRED SHARE PAYING AGENCY AGREEMENT Dated as of...Preferred Share Paying Agency Agreement • February 23rd, 2022 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York
PREFERRED SHARE PAYING AGENCY AGREEMENT (this “Agreement”), dated as of February 16, 2022, among TRTX 2022-FL5 ISSUER, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”), COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as paying agent and transfer agent for the Preferred Shares (in such capacities, the “Preferred Share Paying Agent” or “Computershare Trust Company”), and MAPLESFS LIMITED, a licensed trust company incorporated in the Cayman Islands, as administrator (in such capacity, the “Administrator”) and share registrar for the Preferred Shares (in such capacity, the “Preferred Share Registrar”).
SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • August 2nd, 2022 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York
SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated as of April 14, 2022 (this “Amendment”), by and between BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (together with its successors and assigns, “Purchaser”), and TPG RE FINANCE 23, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Seller”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Repurchase Agreement (as defined below and as amended hereby).
SERVICING AGREEMENT Dated as of February 16, 2022 by and among TRTX 2022-FL5 ISSUER, LTD. “Issuer” TPG RE FINANCE TRUST MANAGEMENT, L.P. “Collateral Manager” WILMINGTON TRUST, NATIONAL ASSOCIATION “Trustee” COMPUTERSHARE TRUST COMPANY, NATIONAL...Servicing Agreement • February 23rd, 2022 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York
THIS SERVICING AGREEMENT dated as of February 16, 2022 is by and among TRTX 2022-FL5 Issuer, Ltd. (the “Issuer”), an exempted company incorporated with limited liability under the laws of the Cayman Islands, TPG RE Finance Trust Management, L.P., as collateral manager (the “Collateral Manager”), Wilmington Trust, National Association, as trustee (the “Trustee”) Computershare Trust Company, National Association, as note administrator (in such capacity, the “Note Administrator”), TRTX Master CLO Loan Seller, LLC, as advancing agent (the “Advancing Agent”) Situs Asset Management LLC, as servicer (the “Servicer”) and Situs Holdings, LLC, as special servicer (the “Special Servicer”).
GUARANTYGuaranty • April 25th, 2017 • TPG RE Finance Trust, Inc. • New York
THIS GUARANTY, dated as of May 4, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), made by TPG RE FINANCE TRUST HOLDCO, LLC, a Delaware limited liability company (“Guarantor”), in favor of MORGAN STANLEY BANK, N.A., a national banking association, as buyer (“Buyer”).
MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT between TPG RE FINANCE 2, LTD., as Seller, and GOLDMAN SACHS BANK USA, as Buyer Paul Hastings LLP 75 East 55th Street New York, NY 10022 Dated: August 19, 2015Securities Contract Agreement • April 25th, 2017 • TPG RE Finance Trust, Inc. • New York
THIS MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT (this “Agreement”), dated as of August 19, 2015, by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank (“Buyer”) and TPG RE FINANCE 2, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered number ###### (“Seller”).
LOAN AND SECURITY AGREEMENT Dated as of June 26, 2015 TPG RE FINANCE 4, LLC, as Borrower and DEUTSCHE BANK AG, NEW YORK BRANCH, as Lender TRAMONTO MORTGAGE LOAN PARTICIPATIONLoan and Security Agreement • April 25th, 2017 • TPG RE Finance Trust, Inc. • New York
LOAN AND SECURITY AGREEMENT, dated as of June 26, 2015 between TPG RE FINANCE 4, LLC, a Delaware limited liability company (“Borrower”), and DEUTSCHE BANK AG, NEW YORK BRANCH, a branch of a foreign banking institution (together with its successors and assigns, “Lender”).
MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT among MORGAN STANLEY BANK, N.A. as Buyer and TPG RE FINANCE 12, LTD. as SellerBailee Agreement • April 25th, 2017 • TPG RE Finance Trust, Inc. • New York
This Master Repurchase and Securities Contract Agreement (this “Agreement”) is dated as of May 4, 2016, and is made by and among MORGAN STANLEY BANK, N.A., as buyer (together with its successors and assigns, “Buyer”) and TPG RE FINANCE 12, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered number ######, as seller (“Seller”).
COLLATERAL INTEREST PURCHASE AGREEMENTCollateral Interest Purchase Agreement • February 23rd, 2022 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York
This COLLATERAL INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of February 16, 2022, by and among TRTX Master CLO Loan Seller, LLC, a Delaware limited liability company (the “Seller”), TRTX 2022-FL5 Issuer, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”), TPG RE Finance Trust Holdco, LLC, a Delaware limited liability company (“Holdco” and, together with the Seller, the “Seller Parties”), and, solely as to Section 4(k), TPG RE Finance Trust CLO Sub-REIT, a Maryland real estate investment trust (“Sub-REIT”).
SERVICING AGREEMENT Dated as of November 29, 2018 by and among TRTX 2018-FL2 ISSUER, LTD. “Issuer” TPG RE FINANCE TRUST MANAGEMENT, L.P. “Collateral Manager” WILMINGTON TRUST, NATIONAL ASSOCIATION “Trustee” WELLS FARGO BANK, NATIONAL ASSOCIATION “Note...Servicing Agreement • December 3rd, 2018 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York
THIS SERVICING AGREEMENT dated as of November 29, 2018 is by and among TRTX 2018-FL2 ISSUER, LTD. (the “Issuer”), an exempted company incorporated with limited liability under the laws of the Cayman Islands, TPG RE FINANCE TRUST MANAGEMENT, L.P., as collateral manager (the “Collateral Manager”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”) WELLS FARGO BANK, NATIONAL ASSOCIATION, as note administrator (in such capacity, the “Note Administrator”), TRTX CLO LOAN SELLER 2, LLC, as advancing agent (the “Advancing Agent”), SITUS ASSET MANAGEMENT LLC, as servicer (the “Servicer”), SITUS HOLDINGS, LLC, as special servicer (the “Special Servicer”), and PARK BRIDGE LENDER SERVICES LLC, as operating advisor (the “Operating Advisor”).
GUARANTEE AGREEMENTGuarantee Agreement • April 25th, 2017 • TPG RE Finance Trust, Inc. • New York
This GUARANTEE AGREEMENT, dated as of August, 19, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by TPG RE Finance Trust Holdco, LLC, a Delaware limited liability company (“Guarantor”), in favor of Goldman Sachs Bank USA, a New York state-chartered bank, as buyer (“Buyer”).
FIFTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENTMaster Repurchase and Securities Contract Agreement • May 7th, 2018 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York
This FIFTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT, dated as of May 4, 2018 (this “Amendment”), is made by and between TPG RE FINANCE 2, LTD., a Cayman Islands exempted company (“Seller”), and GOLDMAN SACHS BANK USA, a New York state-chartered bank (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • July 25th, 2017 • TPG RE Finance Trust, Inc. • Real estate investment trusts • Texas
This TRADEMARK LICENSE AGREEMENT (“Agreement”), dated July 19, 2017, is entered into by and between Tarrant Capital IP, LLC, a Delaware limited liability company (the “Licensor”), and TPG RE Finance Trust, Inc., a Maryland corporation (“Licensee”).
AMENDED AND RESTATED GUARANTY OF RECOURSE OBLIGATIONSTPG RE Finance Trust, Inc. • May 7th, 2018 • Real estate investment trusts • New York
This AMENDED AND RESTATED GUARANTY OF RECOURSE OBLIGATIONS (this “Guaranty”) is executed as of May 4, 2018 by and between TPG RE FINANCE TRUST HOLDCO, LLC, a Delaware limited liability company, having an address at c/o TPG Real Estate Finance Trust, Inc., 888 7th Avenue, New York, New York 10106 (as such entity may be replaced in accordance with the terms of Section 11.19 of the Loan Agreement, as hereinafter defined, the “Guarantor”), and DEUTSCHE BANK AG, NEW YORK BRANCH, a branch of a foreign banking institution, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (together with its successors and/or assigns, “Lender”).
MORTGAGE ASSET PURCHASE AGREEMENTMortgage Asset Purchase Agreement • December 3rd, 2018 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York
This MORTGAGE ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of November 29, 2018, by and among TRTX CLO Loan Seller 2, LLC, a Delaware limited liability company (the “Seller”), TRTX 2018-FL2 Issuer, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Issuer”), TPG RE Finance Trust Holdco, LLC, a Delaware limited liability company (“Holdco” and, together with the Seller, the “Seller Parties”), and, solely as to Section 4(k), TPG RE Finance Trust CLO Sub-REIT, a Maryland real estate investment trust (“Sub-REIT”).
AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 7th, 2018 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York
This AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of May 4, 2018 (this “Amendment”), is made by and between TPG RE FINANCE 6, LLC, a Delaware limited liability company (“Borrower”), and DEUTSCHE BANK AG, NEW YORK BRANCH, a branch of a foreign banking institution (“Lender”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Loan Agreement (as defined below).
TPG RE FINANCE TRUST, INC. 2017 Equity Incentive PlanAward Agreement • February 26th, 2019 • TPG RE Finance Trust, Inc. • Real estate investment trusts • Maryland
This agreement (this “Agreement”) evidences an Award granted by TPG RE Finance Trust, Inc. (the “Company”) to the undersigned (the “Awardee”) pursuant to and subject to the terms of the TPG RE Finance Trust, Inc. 2017 Equity Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN TPG RE FINANCE TRUST, INC. AND PE HOLDER, L.L.C. DATED AS OF May 28, 2020Registration Rights Agreement • May 29th, 2020 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of May May 28, 2020, is made by and between TPG RE Finance Trust, Inc., a Maryland corporation (the “Company”), and PE Holder, L.L.C., a Delaware limited liability company (“Starwood”). Starwood and any other party that may become a party hereto pursuant to Section 4.4 are referred to collectively as the “Stockholders” and each individually as a “Stockholder”.
GUARANTY OF RECOURSE OBLIGATIONSGuaranty of Recourse Obligations • April 25th, 2017 • TPG RE Finance Trust, Inc. • New York
This GUARANTY OF RECOURSE OBLIGATIONS (this “Guaranty”) is executed as of June 26, 2015 by TPG RE FINANCE TRUST HOLDCO, LLC, a Delaware limited liability company, having an address at c/o TPG Real Estate Finance Trust, Inc., 888 7th Avenue, New York, New York 10106 (as such entity may be replaced in accordance with the terms of Section 11.19 of the Loan Agreement, as hereinafter defined, the “Guarantor”), for the benefit of DEUTSCHE BANK AG, NEW YORK BRANCH, a branch of a foreign banking institution, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (together with its successors and/or assigns, “Lender”).
SECOND AMENDMENT TO AMENDED AND RESTATED GUARANTYTPG RE Finance Trust, Inc. • June 7th, 2021 • Real estate investment trusts • New York
SECOND AMENDMENT (this “Amendment”) dated as of June 7, 2021 (the “Effective Date”) to Amended and Restated Guaranty, dated of May 4, 2018 made by TPG RE FINANCE TRUST HOLDCO, LLC, a Delaware limited liability company (“Guarantor”) in favor of BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with any successor administrative agent, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Credit Agreement.
FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTYTPG RE Finance Trust, Inc. • May 29th, 2020 • Real estate investment trusts • New York
FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTY, dated as of May 28, 2020 (this “Amendment”) and effective as of April 1, 2020 (the “Effective Date”), by and between TPG RE FINANCE TRUST HOLDCO, LLC, a Delaware limited liability company (“Guarantor”), and MORGAN STANLEY BANK, N.A., a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as hereinafter defined).
SECOND AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACTMaster Repurchase and Securities Contract • July 29th, 2020 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York
This amendment (this “Amendment”) is made between TPG RE Finance 14, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Seller”), and U.S. Bank National Association (“Buyer”) and is effective as of May 28, 2020 (the “Effective Date”) except as otherwise provided below.
SECOND AMENDMENT TO GUARANTYTPG RE Finance Trust, Inc. • June 7th, 2021 • Real estate investment trusts • New York
SECOND AMENDMENT TO GUARANTY (this “Amendment”) dated as of June 7, 2021 (the “Effective Date”), by and between TPG RE FINANCE TRUST HOLDCO, LLC, a Delaware limited liability company (“Guarantor”), and BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (“Purchaser”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as hereinafter defined).
NINTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENTMaster Repurchase and Securities Contract Agreement • August 2nd, 2022 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York
This NINTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT, dated as of April 4, 2022 (this “Amendment”), is made by and between TPG RE FINANCE 12, LTD., a Cayman Islands exempted company (“Seller”), and MORGAN STANLEY BANK, N.A., a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).
MASTER REPURCHASE AND SECURITIES CONTRACT Dated as of March 31, 2017 between TPG RE FINANCE 14, LTD. as Seller, and as Buyer.Master Repurchase and Securities Contract • April 25th, 2017 • TPG RE Finance Trust, Inc. • New York
This Master Repurchase and Securities Contract is dated as of March 31, 2017, between TPG RE FINANCE 14, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as Seller, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Buyer.
AMENDMENT NO. 4 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • August 24th, 2017 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York
AMENDMENT NO. 4 TO MASTER REPURCHASE AGREEMENT, dated as of August 18, 2017 (this “Amendment”), between TPG RE FINANCE 1, LTD. (“Seller”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).
SEVENTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENTMaster Repurchase and Securities Contract Agreement • February 24th, 2021 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York
This SEVENTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT, dated as of December 23, 2020 (this “Amendment”), is made by and between TPG RE FINANCE 12, LTD., a Cayman Islands exempted company (“Seller”), and MORGAN STANLEY BANK, N.A., a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).
