Common use of Financial and Other Covenants Clause in Contracts

Financial and Other Covenants. On and as of the date hereof, each Purchase Date, and at all times until all Repurchase Obligations have been paid in full, Guarantor covenants that it will not: (a) permit the ratio of (i) all amounts set forth on an income statement of the REIT and its consolidated Subsidiaries prepared in accordance with GAAP for interest income (excluding deferred interest and the amortized portion of any upfront fees) for the period of four (4) consecutive fiscal quarters ended on or most recently prior to such date of determination to (ii) the Interest Expense of the REIT and its consolidated Subsidiaries for such period, to be less than 1.50 to 1.00, as determined as soon as practicable after the end of such period, but in no event later than forty-five (45) days after the last day of such period; (b) permit the Tangible Net Worth of the REIT and its consolidated Subsidiaries at any time to be less than the sum of (i) One Hundred and Seventy-Five Million Dollars ($175,000,000) plus (ii) seventy-five percent (75%) of the aggregate net cash proceeds of any equity issuances made and any capital contributions received by the REIT or Guarantor; (c) permit the Cash Liquidity of the REIT and its consolidated Subsidiaries at any time to be less than the greater of (A) Five Million Dollars ($5,000,000) and (B) Five Percent (5.0)% of the Recourse Indebtedness of the REIT and its consolidated Subsidiaries; or (d) permit at any time the ratio, expressed as a percentage, the numerator of which shall equal the Total Indebtedness of the REIT and its consolidated Subsidiaries and the denominator of which shall equal the Total Assets of the REIT and its consolidated Subsidiaries, to at any time be greater than seventy-five percent (75.00%). Guarantor’s compliance with the covenants set forth in clauses (a) through (d) above must be evidenced by Guarantor’s financial statements and a Covenant Compliance Certificate (which may be delivered by Guarantor) in respect of the financial quarter most recently ended, in the form of Exhibit XVI to the Repurchase Agreement furnished together therewith, as provided by Seller to Buyer pursuant to Article 11(j) of the Repurchase Agreement, and compliance with all such covenants are subject to continuing verification by Buyer.

Financial and Other Covenants. (a) On and as of the date hereof, each Purchase Date, and at all times until all Repurchase Obligations have been paid in full, Guarantor covenants that it will not: (ai) permit the ratio of (i) all amounts set forth on an income statement of the REIT and its consolidated Subsidiaries prepared in accordance with GAAP for interest income (excluding deferred interest and the amortized portion of any upfront fees) for the period of four (4) consecutive fiscal quarters ended on or most recently prior to such date of determination to (ii) the Interest Expense of the REIT and its consolidated Subsidiaries for such period, to be less than 1.50 to 1.00, as determined as soon as practicable after the end of such period, but in no event later than forty-five (45) days after the last day of such period; (b) permit the Guarantor’s Tangible Net Worth of the REIT and its consolidated Subsidiaries at any time to be less than the sum of (ix) One Hundred and Seventy-Five Million Dollars eight hundred million dollars ($175,000,000800,000,000) plus and (iiy) seventy-five percent (75%) of the aggregate net cash proceeds received from any equity issuances, capital contributions and/or subscriptions (net of any out-of-pocket expenses related to equity issuances made and any capital contributions issuances) received by Guarantor after the REIT or Closing Date. (ii) permit the ratio of (A) Guarantor’s Total Indebtedness to (B) the sum of Guarantor’s (1) Total Equity and (2) Qualified Capital Commitments at any time to be greater than 3.5 to 1; (ciii) permit the Cash Liquidity ratio of Guarantor’s EBITDA for the REIT and its consolidated Subsidiaries most recently ended period of twelve (12) consecutive months ended on or prior to such date of determination to Guarantor’s Interest Expense for such period to be less than 1.50 to 1.00; or (iv) permit at any time the Liquidity of Guarantor to be less than the greater of (A) Five Million Dollars ($5,000,000) 20,000,000 and (B) Five Percent (5.0)% of the Recourse Indebtedness of the REIT and its consolidated Subsidiaries; or (d) permit at any time the ratio, expressed as a percentage, the numerator of which shall equal the Total Indebtedness of the REIT and its consolidated Subsidiaries and the denominator of which shall equal the Total Assets of the REIT and its consolidated Subsidiaries, to at any time be greater than seventy-five percent (75.005%). ) of Guarantor’s Recourse Indebtedness. (b) Guarantor’s compliance with the covenants set forth in clauses clause (a) through (d) above must be evidenced by Guarantor’s financial statements and a Covenant Compliance Certificate (which may be delivered by Guarantor) in respect of the financial quarter most recently ended, in the form of Exhibit XVI to the Repurchase Agreement furnished together therewith, as provided by Seller to Buyer pursuant to Article 11(j11(i) of the Repurchase Agreement, and compliance with all such covenants are subject to continuing verification by Buyer.

Financial and Other Covenants. On and as of the date hereof, each Purchase Date, Date and at all times until all Repurchase Obligations have been paid in full, Guarantor covenants that it will shall not: (a) permit Guarantor’s Liquidity to be less than the ratio greatest of (i) all amounts set forth on an income statement of the REIT and its consolidated Subsidiaries prepared in accordance with GAAP for interest income (excluding deferred interest and the amortized portion of any upfront fees) for the period of four (4) consecutive fiscal quarters ended on or most recently prior to such date of determination to $35,000,000, (ii) the Interest Expense five percent (5%) of the REIT Guarantor’s Recourse Indebtedness and its consolidated Subsidiaries for such period, to be less than 1.50 to 1.00, as determined as soon as practicable after the end of such period, but in no event later than forty-five (45iii) days after the last day of such periodGuarantor’s Future Funding Liability; (b) permit the ratio of Guarantor’s Total Indebtedness to Guarantor’s Tangible Net Worth of the REIT and its consolidated Subsidiaries at any time to be greater than 3.0 to 1.0; (c) permit Guarantor’s Tangible Net Worth to be less than the sum of (i) One Hundred and Seventy-Five Million Dollars ($175,000,000) 450,000,000 plus (ii) seventy-five percent (75%) of the aggregate net cash proceeds of any equity issuances made and any capital contributions received issuance by the REIT Guarantor that occurs on or Guarantor; (c) permit the Cash Liquidity of the REIT and its consolidated Subsidiaries at any time to be less than the greater of (A) Five Million Dollars ($5,000,000) and (B) Five Percent (5.0)% of the Recourse Indebtedness of the REIT and its consolidated Subsidiariesafter October 5, 2016; or (d) permit at any time the ratio, expressed as a percentage, ratio of Guarantor’s EBITDA for the numerator of which shall equal most recently ended fiscal quarter to Guarantor’s Fixed Charges for the Total Indebtedness of the REIT and its consolidated Subsidiaries and the denominator of which shall equal the Total Assets of the REIT and its consolidated Subsidiaries, most recently ended fiscal quarter to at any time be greater less than seventy-five percent 1.75 to 1.00. (75.00%). e) Guarantor’s compliance with the covenants set forth in clauses (a) through (d) above must shall be evidenced by Guarantor’s financial statements and a Covenant Compliance Certificate (which may be delivered by Guarantor) in respect of the financial quarter most recently ended, in the form of Exhibit XVI XV to the Repurchase Agreement furnished together therewith, as provided by Seller to Buyer pursuant to Article 11(j) of the Repurchase Agreement, and compliance with all such covenants are subject to continuing verification by Buyer.

Financial and Other Covenants. On and as of Guarantor hereby agrees that, until the date hereof, each Purchase Date, and at all times until all Repurchase Obligations have been paid in full, Guarantor covenants that it will shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (a) permit the ratio Consolidated Leverage Ratio of (i) all amounts set forth on an income statement of the REIT and its consolidated Subsidiaries prepared in accordance with GAAP for interest income (excluding deferred interest and the amortized portion of Guarantor at any upfront fees) for the period of four (4) consecutive fiscal quarters ended on or most recently prior time to such date of determination to (ii) the Interest Expense of the REIT and its consolidated Subsidiaries for such period, to be less than 1.50 exceed 0.50 to 1.00, as determined as soon as practicable after the end of such period, but in no event later than forty-five (45) days after the last day of such period; (b) permit Liquidity at any time to be less than $5,000,000; (c) permit the Consolidated Fixed Charge Coverage Ratio for any period of four consecutive fiscal quarters of Guarantor to be less than 2.25 to 1.00; (d) permit the Consolidated Tangible Net Worth of the REIT and its consolidated Subsidiaries at any time to be less than the sum of (i) One Hundred $1,178,000,000 and Seventy-Five Million Dollars ($175,000,000) plus (ii) seventy-five eighty percent (7580%) of the aggregate net cash proceeds of any equity issuances made and any capital contributions Net Cash Proceeds received by the REIT or Guarantor; (c) permit the Cash Liquidity Guarantor from any offering by Guarantor of the REIT and its consolidated Subsidiaries at any time to be less than the greater of (A) Five Million Dollars ($5,000,000) and (B) Five Percent (5.0)% of the Recourse Indebtedness of the REIT and its consolidated Subsidiariescommon equity consummated after June 30, 2013; or (de) permit at enter into any time the ratiotransaction, expressed as a percentageincluding any purchase, sale, lease or exchange of property, the numerator rendering of which shall equal any service or the Total Indebtedness payment of any management, advisory or similar fees, with any Affiliate (other than any Subsidiary Guarantor under the REIT Credit Agreement) unless such transaction is (i) otherwise permitted under the Repurchase Agreement or Credit Agreement, (ii) in the ordinary course of business of Guarantor or the relevant Subsidiary, and its consolidated Subsidiaries (iii) upon fair and reasonable terms no less favorable to Guarantor or the denominator of which shall equal the Total Assets of the REIT and its consolidated Subsidiaries, to at any time be greater relevant Subsidiary than seventy-five percent (75.00%)it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate. Guarantor’s compliance with the covenants set forth in clauses (a) through (d) above must be evidenced by Guarantor’s financial statements and the covenants set forth in clauses (a) through (e) above must be evidenced by a Covenant Compliance Certificate (which may be delivered by Guarantor) in respect of the financial quarter most recently ended, in the form of Exhibit XVI XIV to the Repurchase Agreement furnished together therewith, as provided by Seller to Buyer pursuant to Article 11(j) of the Repurchase Agreement, and compliance with all such covenants are subject to continuing verification by Buyer.

Financial and Other Covenants. On and Guarantor (on a consolidated basis, but adjusted to remove the impact of consolidating any variable interest entities under the requirements of Accounting Standards Codification (“ASC”) Section 810 and/or transfers of financial assets accounted for as secured borrowings under ASC Section 860, as both of such ASC sections are amended, modified and/or supplemented from time to time) shall satisfy each of the date hereof, each Purchase Date, and at all times until all Repurchase Obligations have been paid in full, Guarantor covenants that it will notfollowing financial covenants: (a) Guarantor shall not permit the ratio of (i) all amounts set forth on an income statement of the REIT and its consolidated Subsidiaries prepared in accordance with GAAP for interest income (excluding deferred interest and the amortized portion of any upfront fees) for the period of four (4) consecutive fiscal quarters ended on or most recently prior to such date of determination to (ii) the Interest Expense of the REIT and its consolidated Subsidiaries for such period, Liquidity to be less than 1.50 to 1.00, as determined as soon as practicable after the end $125,000,000; of such period, but in no event later which not less than forty-five (45) days after the last day $50,000,000 shall be comprised of such periodCash Liquidity; (b) Guarantor shall not permit the its Tangible Net Worth of the REIT and its consolidated Subsidiaries at any time to be less than the sum of (iA) One Hundred and Seventy-Five Million Dollars ($175,000,000) 2,967,415,000, plus (iiB) seventy-five percent (75%) of the aggregate net cash proceeds (net of underwriting discounts and commissions, and other out-of-pocket expenses incurred by Guarantor in connection any issuance or sale) received by Guarantor from any issuance or sale of Capital Stock (other than Capital Stock constituting Convertible Debt Securities) occurring after the Closing Date, plus (C) seventy-five percent (75%) of any increase in capital or shareholders’ equity issuances made and (or like caption however denominated) on the balance sheet of Guarantor resulting from the settlement, conversion or repayment of any capital contributions received by Convertible Debt Security occurring after the REIT or GuarantorClosing Date; (c) Guarantor shall not permit the Cash Liquidity ratio of the REIT and its consolidated Subsidiaries Total Indebtedness to Total Assets at any time to be less greater than the greater of (A) Five Million Dollars ($5,000,000) and (B) Five Percent (5.0)% of the Recourse Indebtedness of the REIT and its consolidated Subsidiaries; or0.75 to 1.00; (d) Guarantor shall not permit the ratio of Guarantor’s EBITDA for any fiscal quarter to Guarantor’s Interest Expense for such fiscal quarter to be less than 2.00 to 1.00; (e) Guarantor shall not permit the ratio of Guarantor’s EBITDA for any fiscal quarter to Guarantor’s Fixed Charges for such fiscal quarter to be less than 1.5 to 1.00; and (f) Guarantor shall not permit at any time the ratio, expressed Guarantor to fail to maintain its status as a percentage, the numerator of which shall equal the Total Indebtedness of the REIT and its consolidated Subsidiaries and the denominator of which shall equal the Total Assets of the REIT and its consolidated Subsidiaries, to at any time be greater than seventy-five percent (75.00%). Guarantor’s compliance with the covenants set forth in clauses (a) through (d) above must be evidenced by Guarantor’s financial statements and a Covenant Compliance Certificate (which may be delivered by Guarantor) in respect of the financial quarter most recently ended, in the form of Exhibit XVI to the Repurchase Agreement furnished together therewith, as provided by Seller to Buyer pursuant to Article 11(j) of the Repurchase Agreement, and compliance with all such covenants are subject to continuing verification by BuyerREIT.

Financial and Other Covenants. On and Guarantor (on a consolidated basis, but adjusted to remove the impact of consolidating any variable interest entities under the requirements of Accounting Standards Codification (“ASC”) Section 810 and/or transfers of financial assets accounted for as secured borrowings under ASC Section 860, as both of such ASC sections are amended, modified and/or supplemented from time to time) shall satisfy each of the date hereof, each Purchase Date, and at all times until all Repurchase Obligations have been paid in full, Guarantor covenants that it will notfollowing financial covenants: (a) Guarantor shall not permit the ratio of (i) all amounts set forth on an income statement of the REIT and its consolidated Subsidiaries prepared in accordance with GAAP for interest income (excluding deferred interest and the amortized portion of any upfront fees) for the period of four (4) consecutive fiscal quarters ended on or most recently prior to such date of determination to (ii) the Interest Expense of the REIT and its consolidated Subsidiaries for such period, Liquidity to be less than 1.50 to 1.00, as determined as soon as practicable after the end $125,000,000; of such period, but in no event later which not less than forty-five (45) days after the last day $50,000,000 shall be comprised of such period;Cash Liquidity. (b) Guarantor shall not permit the its Tangible Net Worth of the REIT and its consolidated Subsidiaries at any time to be less than the sum of (iA) One Hundred and Seventy-Five Million Dollars ($175,000,000) 2,967,415,000, plus (iiB) seventy-five percent (75%) of the aggregate net cash proceeds (net of underwriting discounts and commissions, and other out-of-pocket expenses incurred by Guarantor in connection any issuance or sale) received by Guarantor from any issuance or sale of Capital Stock (other than Capital Stock constituting Convertible Debt Securities) occurring after the Closing Date, plus (C) seventy-five percent (75%) of any increase in capital or shareholders’ equity issuances made and (or like caption however denominated) on the balance sheet of Guarantor resulting from the settlement, conversion or repayment of any capital contributions received by Convertible Debt Security occurring after the REIT or GuarantorClosing Date; (c) Guarantor shall not permit the Cash Liquidity ratio of the REIT and its consolidated Subsidiaries Total Indebtedness to Total Assets at any time to be greater than 0.75 to 1.00; (d) Guarantor shall not permit the ratio of Guarantor’s EBITDA for any fiscal quarter to Guarantor’s Interest Expense for such fiscal quarter to be less than 2.00 to 1.00; (e) Guarantor shall not permit the greater ratio of (A) Five Million Dollars ($5,000,000) and (B) Five Percent (5.0)% of the Recourse Indebtedness of the REIT and its consolidated SubsidiariesGuarantor’s EBITDA for any fiscal quarter to Guarantor’s Fixed Charges for such fiscal quarter to be less than 1.5 to 1.00; or (df) Guarantor shall not permit at any time the ratio, expressed Guarantor to fail to maintain its status as a percentage, the numerator of which shall equal the Total Indebtedness of the REIT and its consolidated Subsidiaries and the denominator of which shall equal the Total Assets of the REIT and its consolidated Subsidiaries, to at any time be greater than seventy-five percent (75.00%). Guarantor’s compliance with the covenants set forth in clauses (a) through (d) above must be evidenced by Guarantor’s financial statements and a Covenant Compliance Certificate (which may be delivered by Guarantor) in respect of the financial quarter most recently ended, in the form of Exhibit XVI to the Repurchase Agreement furnished together therewith, as provided by Seller to Buyer pursuant to Article 11(j) of the Repurchase Agreement, and compliance with all such covenants are subject to continuing verification by BuyerREIT.

Financial and Other Covenants. (a) On and as of the date hereof, each Purchase Date, and at all times until all Repurchase Obligations have been paid in full, Guarantor covenants that it will notshall comply with the following financial covenants: (ai) permit At all times, Guarantor shall maintain unpledged, unencumbered Liquidity of not less than the ratio greater of (iA) all amounts set forth on an income statement $10,000,000 and (B) ten percent (10%) of the REIT and its consolidated Subsidiaries prepared in accordance with GAAP for interest income (excluding deferred interest and the amortized portion aggregate outstanding Repurchase Price of any upfront fees) for the period all Purchased Assets as of four (4) consecutive fiscal quarters ended on or most recently prior to such date of determination totime. (ii) the Interest Expense of the REIT and its consolidated Subsidiaries for such periodAt all times, to be less than 1.50 to 1.00, as determined as soon as practicable after the end of such period, but in no event later than forty-five (45) days after the last day of such period; (b) permit the Guarantor shall have a minimum Tangible Net Worth of the REIT and its consolidated Subsidiaries at any time to be not less than the sum of (i1) One Hundred and Seventy-Five Million Dollars ($175,000,000) 425,000,000 plus (ii2) seventy-five percent (75%) of the aggregate net cash proceeds received by Guarantor or any of its Affiliates from any equity capital raised following the date hereof. (iii) Guarantor shall not permit, for any Test Period, the ratio of its Total Indebtedness to its Total Equity to be greater than 6.00 to 1.00. For the avoidance of doubt, any calculation of Total Indebtedness will include any and all recourse and non-recourse debt of any equity issuances made and any capital contributions received by the REIT or Consolidated Subsidiary of Guarantor;. (civ) permit Guarantor shall not permit, for any Test Period, the Cash Liquidity ratio of its Adjusted Total Indebtedness to its Total Equity to be greater than 3.00 to 1.00. (v) Guarantor shall not permit, for any Test Period, the ratio of (i) the sum of the REIT trailing four (4) fiscal quarters EBITDA for Guarantor and its consolidated Consolidated Subsidiaries at any time for such Test Period to (ii) the trailing four (4) fiscal quarters Interest Expenses for Guarantor and its Consolidated Subsidiaries for such Test Period to be less than the greater of (A) Five Million Dollars ($5,000,000) and (B) Five Percent (5.0)% of the Recourse Indebtedness of the REIT and its consolidated Subsidiaries; or1.50 to 1.00. (db) permit at any time the ratio, expressed as a percentage, the numerator of which shall equal the Total Indebtedness of the REIT and its consolidated Subsidiaries and the denominator of which shall equal the Total Assets of the REIT and its consolidated Subsidiaries, to at any time be greater than seventy-five percent (75.00%). Guarantor’s Its compliance with the covenants set forth in clauses (aa)(i) through (dv) above must be evidenced by Guarantor’s Guarantors' financial statements and a Covenant Compliance Certificate (which may be delivered by GuarantorGuarantors) in respect of the financial quarter most recently ended, in the form of Exhibit XVI to the Repurchase Agreement furnished together therewith, as provided by Seller to Buyer pursuant to Article 11(j11(i) of the Repurchase Agreement, and compliance with all such covenants are subject to continuing verification by Buyer.

Financial and Other Covenants. On and as of Guarantor hereby agrees that, until the date hereof, each Purchase Date, and at all times until all Repurchase Obligations have been paid in full, Guarantor covenants that it will shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (a) permit the ratio Consolidated Leverage Ratio of Guarantor at any time to exceed 0.65 to 1.00; (ib) all amounts set forth on an income statement of permit Liquidity at any time to be less than $5,000,000; (c) permit the REIT and its consolidated Subsidiaries prepared in accordance with GAAP Consolidated Fixed Charge Coverage Ratio for interest income (excluding deferred interest and the amortized portion of any upfront fees) for the period of four (4) consecutive fiscal quarters ended on or most recently prior to such date of determination to (ii) the Interest Expense of the REIT and its consolidated Subsidiaries for such period, Guarantor to be less than 1.50 to 1.00, as determined as soon as practicable after the end of such period, but in no event later than forty-five (45) days after the last day of such period; (bd) permit the Consolidated Tangible Net Worth of the REIT and its consolidated Subsidiaries at any time to be less than the sum of (i) One Hundred $1,178,000,000 and Seventy-Five Million Dollars ($175,000,000) plus (ii) seventy-five eighty percent (7580%) of the aggregate net cash proceeds of any equity issuances made and any capital contributions Net Cash Proceeds received by the REIT or Guarantor; (c) permit the Cash Liquidity Guarantor from any offering by Guarantor of the REIT and its consolidated Subsidiaries at any time to be less than the greater of (A) Five Million Dollars ($5,000,000) and (B) Five Percent (5.0)% of the Recourse Indebtedness of the REIT and its consolidated Subsidiariescommon equity consummated after June 30, 2013; or (de) permit at enter into any time the ratiotransaction, expressed as a percentageincluding any purchase, sale, lease or exchange of property, the numerator rendering of which shall equal any service or the Total Indebtedness payment of any management, advisory or similar fees, with any Affiliate (other than any Subsidiary Guarantor under the REIT Credit Agreement) unless such transaction is (i) otherwise permitted under the Repurchase Agreement or Credit Agreement, (ii) in the ordinary course of business of Guarantor or the relevant Subsidiary, and its consolidated Subsidiaries (iii) upon fair and reasonable terms no less favorable to Guarantor or the denominator of which shall equal the Total Assets of the REIT and its consolidated Subsidiaries, to at any time be greater relevant Subsidiary than seventy-five percent (75.00%)it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate. Guarantor’s compliance with the covenants set forth in clauses (a) through (d) above must be evidenced by Guarantor’s financial statements and the covenants set forth in clauses (a) through (e) above must be evidenced by a Covenant Compliance Certificate (which may be delivered by Guarantor) in respect of the financial quarter most recently ended, in the form of Exhibit XVI XIV to the Repurchase Agreement furnished together therewith, as provided by Seller Sellers to Buyer pursuant to Article 11(j) of the Repurchase Agreement, and compliance with all such covenants are subject to continuing verification by Buyer.

Financial and Other Covenants. On and as of (a) Guarantor hereby agrees that, until the date hereof, each Purchase Date, and at all times until all Repurchase Obligations have been paid in full, Guarantor covenants that it will shall not, with respect to itself and its Subsidiaries, directly or indirectly: (ai) permit the ratio of (i) all amounts set forth on an income statement Total Indebtedness of Guarantor to Total Equity of Guarantor to exceed 3.0 to 1.0; provided, however, that from the REIT and its consolidated Subsidiaries prepared in accordance with GAAP for interest income (excluding deferred interest and the amortized date hereof through September 30, 2016, Guarantor shall be permitted to maintain a ratio of such Total Indebtedness to such Total Equity of up to 4.0 to 1.0 so long as any portion of any upfront feessuch ratio in excess of 3.0 to 1.0 is attributable solely to financing provided through the issuance of certain Class A Senior Secured Floating Rate Notes issued pursuant to that certain Indenture, dated as of December 18, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “CLO Indenture”) for the period of four (4) consecutive fiscal quarters ended on or most recently prior to such date of determination toby and among TPG RE Finance Trust CLO Issuer, L.P., as issuer, TPG RE Finance Trust Gen Par, Inc., as general partner and U.S. Bank National Association, as trustee; (ii) the Interest Expense permit Unrestricted Cash of the REIT and its consolidated Subsidiaries for such period, to be less than 1.50 to 1.00, as determined as soon as practicable after the end of such period, but in no event later than forty-five (45) days after the last day of such period; (b) permit the Tangible Net Worth of the REIT and its consolidated Subsidiaries at any time to be less than the sum of (i) One Hundred and Seventy-Five Million Dollars ($175,000,000) plus (ii) seventy-five percent (75%) of the aggregate net cash proceeds of any equity issuances made and any capital contributions received by the REIT or Guarantor; (c) permit the Cash Liquidity of the REIT and its consolidated Subsidiaries Guarantor at any time to be less than the greater of (A) Five Ten Million Dollars ($5,000,00010,000,000.00) and (B) Five Percent (5.0)% 5.0% of the Guarantor’s Recourse Indebtedness of the REIT and its consolidated Subsidiaries; orIndebtedness; (diii) permit Cash Liquidity of Guarantor at any time to be less than Fifty Million Dollars ($50,000,000.00). (iv) permit the ratio, expressed as a percentage, the numerator Tangible Net Worth of which shall equal the Total Indebtedness of the REIT and its consolidated Subsidiaries and the denominator of which shall equal the Total Assets of the REIT and its consolidated Subsidiaries, to Guarantor at any time to be greater less than seventythe sum of 75% of the aggregate net cash proceeds of any equity issuances that have been made and capital contributions received by Guarantor or TRT as of the date hereof plus 75% of the aggregate net cash proceeds of any equity issuances made and capital contributions received by Guarantor or TRT after the date hereof; provided, however, that during a Wind Down Period, a breach of this Section 9(a)(iv) shall not give rise to a Default or Event of Default to the extent that such breach results solely from the return of capital to equity investors of TRT in connection with such Wind-five percent Down Period in accordance with the Guarantor’s governing documents. (75.00%). v) permit, for any fiscal quarter of the Guarantor, the ratio of EBITDA of the Guarantor to Fixed Charges of the Guarantor for such fiscal quarter to be less than 1.4 to 1.0. (b) Guarantor’s compliance with the covenants set forth in clauses clause (a) through (d) above must be evidenced by Guarantor’s financial statements and a Covenant Compliance Certificate (which may be delivered by Guarantor) in respect of the financial quarter most recently ended, in the form of Exhibit XVI to the Repurchase Agreement furnished together therewith, as provided by Seller to Buyer pursuant to Article 11(j) of the Repurchase Agreement, and compliance with all such covenants are subject to continuing verification by Buyer; provided that, for the avoidance of doubt, such continued verification shall not obligate Guarantor or Seller to provide additional financial statements or Covenant Compliance Certificates other than those required under Article 11(j) of the Repurchase Agreement. (c) Guarantor covenants and agrees to promptly notify Buyer in writing upon the commencement of the Wind Down Period, along with such evidence thereof as is reasonably acceptable to Buyer.

Financial and Other Covenants. On and as of (a) Guarantor hereby agrees that, until the date hereof, each Purchase Date, and at all times until all Repurchase Obligations have been paid in full, Guarantor covenants that it will shall not, with respect to itself and its Subsidiaries on a consolidated basis, directly or indirectly: (ai) permit the ratio of (i) all amounts set forth on an income statement of the REIT and its consolidated Subsidiaries prepared in accordance with GAAP for interest income (excluding deferred interest and the amortized portion of Total Indebtedness to Total Equity at any upfront fees) for the period of four (4) consecutive fiscal quarters ended on or most recently prior time to such date of determination toexceed 3.5 to 1.0; (ii) the Interest Expense of the REIT and its consolidated Subsidiaries for such period, to be less than 1.50 to 1.00, as determined as soon as practicable after the end of such period, but in no event later than forty-five (45) days after the last day of such period; (b) permit the Tangible Net Worth of the REIT and its consolidated Subsidiaries at any time to be less than the sum of (i) One Hundred and Seventy-Five Million Dollars ($175,000,000) plus (ii) seventy-five percent (75%) of the aggregate net cash proceeds of any equity issuances made and any capital contributions received by the REIT or Guarantor; (c) permit the Cash Liquidity of the REIT and its consolidated Subsidiaries at any time to be less than the greater of (A) Five Ten Million and No/100 Dollars ($5,000,00010,000,000.00) and (B) Five Percent (5.0)% 5.0% of the Guarantor’s Recourse Indebtedness of the REIT and its consolidated Subsidiaries; orIndebtedness; (diii) permit the Tangible Net Worth at any time to be less than the ratiosum of (A) $$884,338,269.00, expressed as a percentage, the numerator of which shall equal the Total Indebtedness of the REIT and its consolidated Subsidiaries and the denominator of which shall equal the Total Assets of the REIT and its consolidated Subsidiaries, to at any time be greater than plus (B) seventy-five percent (75.0075%). ) of the proceeds of all equity issuances (net of underwriting discounts and commissions, and other out-of-pocket expenses related to such equity issuances) made by Guarantor or TRT, without duplication, after the date hereof; and (iv) as of any date of determination, permit the ratio of (A) EBITDA for the period of twelve (12) consecutive months ended on such date (if such date is the last day of a fiscal quarter) or the last day of the fiscal quarter most recently ended prior to such date (if such date is not the last day of a fiscal quarter) to (B) Interest Expense for such period to be less than 1.5 to 1.0. (b) Guarantor’s compliance with the covenants set forth in clauses clause (a) through (d) above must be evidenced by Guarantor’s financial statements and a Covenant Compliance Certificate (which may be delivered by Guarantor) in respect of the financial quarter most recently ended, in the form of Exhibit XVI to the Repurchase Agreement furnished together therewith, as provided by Seller to Buyer pursuant to Article 11(j) of the Repurchase Agreement, and compliance with all such covenants are subject to continuing verification by Buyer; provided that, for the avoidance of doubt, such continued verification shall not obligate Guarantor or Seller to provide additional financial statements or Covenant Compliance Certificates other than those required under Article 11(j) of the Repurchase Agreement. (c) Notwithstanding anything to the contrary contained herein or elsewhere, (i) in the event that Guarantor, Seller or any Subsidiary of Guarantor has entered into or shall enter into or amend any other commercial real estate loan repurchase agreement, warehouse facility or credit facility with any other lender or repurchase buyer (each as in effect after giving effect to all amendments thereof, a “Third Party Agreement”) and such Third Party Agreement contains any financial covenant as to Guarantor for which there is no corresponding covenant in Section 9(a) at the time such financial covenant becomes effective (each an “Additional Financial Covenant”), or contains a financial covenant that corresponds to a covenant in this Section 9(a) and such financial covenant is more restrictive as to Guarantor than the corresponding covenant in Section 9(a) as in effect at the time such financial covenant becomes effective (each, a “More Restrictive Financial Covenant” and together with each Additional Financial Covenant, each an “MFN Covenant”), then (A) Guarantor shall promptly notify Buyer of the effectiveness of such MFN Covenant and (B) in the sole discretion of Buyer Section 9(a) will automatically be deemed to be modified to reflect such MFN Covenant (whether through amendment of an existing covenant contained in Section 9(a) (including, if applicable, related definitions) or the inclusion of an additional financial covenant (including, if applicable, related definitions), as applicable), and (ii) in the event that all Third Party Agreements that contain an MFN Covenant are or have been amended, modified or terminated and the effect thereof is to make less restrictive as to Guarantor any MFN Covenant or eliminate any Additional Financial Covenant, then, upon Guarantor providing written notice to Buyer of the same (each an “MFN Step Down Notice”), which Guarantor may deliver to Buyer from time to time, the financial covenants in Section 9(a) will automatically be deemed to be modified to reflect only such MFN Covenants which are then in effect as of the date of any such MFN Step Down Notice; provided, however, that in no event shall the foregoing cause the financial covenants of Guarantor to be any less restrictive than the financial covenants expressly set forth in clauses (i) through (iv) of Section 9(a) hereof. Promptly upon request by Buyer, Guarantor shall execute and take any and all acts, amendments, supplements, modifications and assurances and other instruments as Buyer may reasonably require from time to time in order to document any such modification and otherwise carry out the intent and purposes of this paragraph.