Dated as of October 25, 2019 TRTX 2019-FL3 ISSUER, LTD., as Issuer, and TPG RE FINANCE TRUST MANAGEMENT, L.P., as Collateral Manager COLLATERAL MANAGEMENT AGREEMENTCollateral Management Agreement • October 28th, 2019 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York
THIS COLLATERAL MANAGEMENT AGREEMENT, dated as of October 25, 2019 (this “Agreement”), is entered into by and between TRTX 2019-FL3 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 2019-FL3 CO-ISSUER, LLC, as co‑issuer (the “Co‑Issuer”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”), WELLS FARGO BANK, NATIONAL ASSOCIATION as note administrator, paying agent, calculation a
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 2019-FL3 ISSUER, LTD., as Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Preferred Share Paying Agent, and MAPLESFS LIMITED, as Preferred Share Registrar and Administrator PREFERRED SHARE PAYING AGENCY AGREEMENT Dated as of October 25, 2019Preferred Share Paying Agency Agreement • October 28th, 2019 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York
PREFERRED SHARE PAYING AGENCY AGREEMENT (this “Agreement”), dated as of October 25, 2019, among TRTX 2019-FL3 ISSUER, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as paying agent and transfer agent for the Preferred Shares (in such capacity, the “Preferred Share Paying Agent”), 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”).
SERVICING AGREEMENT Dated as of October 25, 2019 by and among TRTX 2019-FL3 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 • October 28th, 2019 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York
THIS SERVICING AGREEMENT dated as of October 25, 2019 is by and among TRTX 2019-FL3 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 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”).
COLLATERAL INTEREST PURCHASE AGREEMENTCollateral Interest Purchase Agreement • October 28th, 2019 • TPG RE Finance Trust, Inc. • Real estate investment trusts • New York
This COLLATERAL INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of October 25, 2019, by and among TRTX Master CLO Loan Seller, LLC, a Delaware limited liability company (the “Seller”), TRTX 2019-FL3 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”).
SEVENTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACTMaster Repurchase and Securities Contract Agreement • October 28th, 2019 • TPG RE Finance Trust, Inc. • Real estate investment trusts
This Seventh Amendment to the Master Repurchase and Securities Contract Agreement (this “Amendment”), dated as of August 16, 2019 and effective as of February 1, 2019, 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).
EIGHTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACTMaster Repurchase and Securities Contract Agreement • October 28th, 2019 • TPG RE Finance Trust, Inc. • Real estate investment trusts
This Eighth Amendment to Master Repurchase and Securities Contract Agreement (this “Amendment”), dated as of August 19,2019, 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).
