REGISTRATION RIGHTS AGREEMENT BY AND AMONG TPG RE FINANCE TRUST, INC. AND CERTAIN STOCKHOLDERS DATED AS OF DECEMBER 15, 2014Registration Rights Agreement • April 25th, 2017 • TPG RE Finance Trust, Inc. • 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:
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.
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”).
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”).
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”).
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.
GUARANTEE AGREEMENTGuarantee Agreement • April 25th, 2017 • TPG RE Finance Trust, Inc. • New York
Pursuant to that certain Master Repurchase Agreement, dated as of August 20, 2015 (as amended, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), between Buyer and TPG RE Finance 1, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Seller”), Seller has agreed to sell, from time to time, to Buyer certain Eligible Assets (as defined in the Repurchase Agreement, upon purchase by Buyer, each a “Purchased Asset” and, collectively, the “Purchased Assets”), upon the terms and subject to the conditions as set forth therein. Pursuant to the terms of that certain Custodial Agreement dated August 20, 2015 (the “Custodial Agreement”) by and among Buyer, Seller and U.S. Bank National Association (the “Custodian”), Custodian is required to take possession of the Purchased Assets, along with certain other documents specified in the Custodial Agreement, as Custodian of Buyer and any future purchaser, on several delivery
LIMITED GUARANTYLimited Guaranty • April 25th, 2017 • TPG RE Finance Trust, Inc. • New York
This LIMITED GUARANTY (as amended, modified, supplemented or restated from time to time, this “Guaranty”) is made and entered into by TPG RE FINANCE TRUST HOLDCO, LLC, a Delaware limited liability company, whose address is c/o TPG RE Finance Trust Management, L.P., 888 7th Avenue, 35th Floor, New York, New York 10106 (“Guarantor”), for the benefit of U.S. BANK NATIONAL ASSOCIATION, a national banking association whose address is 13737 Noel Road, Suite 800, Dallas, Texas 75240 (“Buyer”) as of March 31, 2017 This Guaranty is made with reference to the following facts (with some capitalized terms being defined below):
GUARANTY OF RECOURSE OBLIGATIONSTPG RE Finance Trust, Inc. • April 25th, 2017 • New York
This GUARANTY OF RECOURSE OBLIGATIONS (this “Guaranty”) is executed as of August 13, 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”).
Collateral Management AgreementCollateral Management Agreement • April 25th, 2017 • TPG RE Finance Trust, Inc. • New York
This Collateral Management Agreement (this “Agreement”), dated as of December 18, 2014, is entered into by and between TPG RE Finance Trust CLO Issuer, L.P., an exempted limited partnership incorporated under the laws of the Cayman Islands, with its registered office located at Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (together with successors and assigns permitted hereunder, the “Issuer”), acting by TPG RE Finance Trust GenPar, Inc., as its general partner (the “General Partner”) and TPG RE Finance Trust Management, L.P., a Delaware limited partnership, with its principal offices located at 345 California Street, Suite 3300, San Francisco, CA 94104, as collateral manager (in such capacity, together with successors and assigns permitted hereunder, the “Collateral Manager”).
LOAN AGREEMENTLoan Agreement • April 25th, 2017 • TPG RE Finance Trust, Inc. • New York
THIS LOAN AGREEMENT (this “Agreement”) is made and entered into effective as of August 23, 2016, by and between TPG RE FINANCE 15, LLC, a Delaware limited liability company (“Borrower”), and BANK OF THE OZARKS (together with its successors and permitted assigns, “Lender”). For ease of reference the title of the various articles in this Agreement are provided hereinbelow:
MASTER CO-LENDER AGREEMENT Dated as of December 29, 2014 among TPG RE FINANCE TRUST CLO ISSUER, L.P. , an exempted limited partnership organized under the laws of the Cayman Islands, TPG RE FINANCE TRUST CLO ISSUER SUB, LTD., an exempted company...Master Co-Lender Agreement • April 25th, 2017 • TPG RE Finance Trust, Inc. • New York
THIS MASTER CO-LENDER AGREEMENT (this “Agreement”) is dated as of December 29, 2014, by and among TPG RE FINANCE TRUST CLO ISSUER, L.P. , an exempted limited partnership organized under the laws of the Cayman Islands, TPG RE FINANCE TRUST CLO ISSUER SUB, LTD., an exempted company organized under the laws of the Cayman Islands, TPG RE FINANCE TRUST CLO TRS CORP., a Delaware corporation, TPG RE FINANCE TRUST CLO TRS 1 CORP., a Delaware corporation, and TPG RE FINANCE TRUST CLO TRS 2 CORP., a Delaware corporation, each having an office at c/o TPG RE Finance Trust CLO Issuer, L.P., 345 California Street, Suite 3300, San Francisco, CA 94104 (collectively (or individually, if the context shall so require), with respect to each such Person’s Loan Interests set forth on Schedule I, “Initial Interest Holder 1”), GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, (with respect to each such Person’s Loan Interests set forth on Schedule I, “Initial Interest Holder 2”), and DEUTSCHE BANK
GUARANTY OF RECOURSE OBLIGATIONSTPG RE Finance Trust, Inc. • April 25th, 2017 • New York
This GUARANTY OF RECOURSE OBLIGATIONS (this “Guaranty”) is executed as of September 25, 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”).
