0001564590-18-011303 Sample Contracts

FIFTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT
Master 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).

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AMENDED AND RESTATED GUARANTY OF RECOURSE OBLIGATIONS
TPG 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”).

AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan 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).

AMENDMENT NO. 5 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • May 7th, 2018 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York

AMENDMENT NO. 5 TO MASTER REPURCHASE AGREEMENT, dated as of May 4, 2018 (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).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 7th, 2018 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of May 4, 2018 (this “Amendment”), is made by and between TPG RE FINANCE 20, LTD., an exempted company incorporated in the Cayman Islands with limited liability (“Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Credit Agreement (as defined below).

FOURTH Amendment to Master Repurchase and securities contract Agreement
Securities Contract Agreement • May 7th, 2018 • TPG RE Finance Trust, Inc. • Real estate investment trusts

This Fourth Amendment to the Master Repurchase and Securities Contract Agreement (this “Amendment”), dated as of February 14, 2018, is by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank, as buyer (“Buyer”), and TPG RE FINANCE 2, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Seller”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Master Repurchase Agreement (as defined below).

AMENDMENT NO. 4 TO MASTER REPURCHASE AND SECURITIES CONTRACT
Master Repurchase and Securities Contract • May 7th, 2018 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York

AMENDMENT NO. 4 TO MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of May 4, 2018 (this “Amendment”) 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 (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

AMENDED AND RESTATED LIMITED GUARANTY
Limited Guaranty • May 7th, 2018 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York

This AMENDED AND RESTATED LIMITED GUARANTY (as amended, modified, supplemented or restated from time to time, this “Guaranty”) is made and entered into by and between 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”) and U.S. Bank national association, a national banking association whose address is 13737 Noel Road, Suite 800, Dallas, Texas 75240 (“Buyer”) as of May 4, 2018. This Guaranty is made with reference to the following facts (with some capitalized terms being defined below):

AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES AGREEMENT
Master Repurchase and Securities Agreement • May 7th, 2018 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York

AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES AGREEMENT, dated as of May 4, 2018 (this “Amendment”), between TPG RE FINANCE 14, LTD. (“Seller”), and U.S. 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).

AMENDED AND RESTATED GUARANTEE AGREEMENT
Guarantee Agreement • May 7th, 2018 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York

AMENDED AND RESTATED GUARANTEE AGREEMENT, dated as of May 4, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by and between TPG RE Finance Trust Holdco, LLC, a Delaware limited liability company (“Guarantor”) and JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States (“Buyer”).

AMENDED AND RESTATED GUARANTY
Guaranty • May 7th, 2018 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York

THIS AMENDED AND RESTATED GUARANTY, dated as of May 4, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), is made 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, as buyer (“Buyer”).

AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT
Management Agreement • May 7th, 2018 • TPG RE Finance Trust, Inc. • Real estate investment trusts

AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT (this “Amendment”), dated as of May 2, 2018, by and between TPG RE Finance Trust, Inc., a Maryland corporation, and TPG RE Finance Trust Management, L.P., a Delaware limited partnership. Unless the context requires otherwise, capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).

AMENDED AND RESTATED GUARANTEE AGREEMENT
And Restated Guarantee Agreement • May 7th, 2018 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York

AMENDED AND RESTATED GUARANTEE AGREEMENT, dated as of May 4, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by and between TPG RE FINANCE TRUST HOLDCO, LLC, a Delaware limited liability company (the “Guarantor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Buyer”) and any of its parent, subsidiary or affiliated companies.

Amended and Restated GUARANTY
TPG RE Finance Trust, Inc. • May 7th, 2018 • Real estate investment trusts • New York

AMENDED AND RESTATED GUARANTY (as amended, modified, restated and/or supplemented from time to time, this “Guaranty”), dated as of May 4, 2018, made by TPG RE FINANCE TRUST HOLDCO, LLC, a Delaware limited liability company (the “Guarantor”) in favor of BANK OF AMERICA, N.A. (“Bank of America”), 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).

FOURTH Amendment to Master Repurchase and securities contract Agreement
Securities Contract Agreement • May 7th, 2018 • TPG RE Finance Trust, Inc. • Real estate investment trusts

This FOURTH Amendment to Master Repurchase and Securities Contract Agreement (this “Amendment”), dated as of February 14, 2018, is by and between MORGAN STANLEY BANK, N.A., a national banking association, as buyer (“Buyer”), and TPG RE FINANCE 12, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered number 301503, as seller (“Seller”).

AMENDED AND RESTATED GUARANTEE AGREEMENT
Guarantee Agreement • May 7th, 2018 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York

This AMENDED AND RESTATED GUARANTEE AGREEMENT, dated as of May 4, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), is made by and between TPG RE Finance Trust Holdco, LLC, a Delaware limited liability company (“Guarantor”), and Goldman Sachs Bank USA, a New York state-chartered bank, as buyer (“Buyer”).

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