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,
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”).
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”).
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”).
THIRD AMENDMENT TO CREDIT AGREEMENT (LIBOR TRANSITION AMENDMENT)Credit Agreement • February 23rd, 2022 • TPG RE Finance Trust, Inc. • Real estate investment trusts
This Third Amendment (this “Amendment”) is entered into by and among TPG RE Finance 20, Ltd., as borrower (“Borrower”), BANK OF AMERICA, N.A., a national banking association, as administrative agent (“Administrative Agent”), and certain lenders (collectively, “Lenders”) and is made effective as of the date set forth above (the “Effective Date”). This Amendment is for the sole purpose of modifying certain interest rate terms and provisions of a credit facility extended to Borrower (the “Credit Facility”) that is evidenced and governed by the following documents, among others (collectively, as they may be amended, restated, modified, and/or extended to date, the “Loan Documents”):
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2022 • TPG RE Finance Trust, Inc. • Real estate investment trusts
(iv)the State Treasurer of the State of Michigan, Custodian of the Michigan Public School, Employees’ Retirement System (State), Employees’ Retirement System (Michigan), State Police Retirement System and Michigan Judges’ Retirement System (“SMRS” and, together with TPG Holdings, TPG/NJ and Careit, the “Consenting Holders”).
ContractUncommitted Master Repurchase Agreement • February 23rd, 2022 • TPG RE Finance Trust, Inc. • Real estate investment trusts • London
This TERM SOFR CONFORMING CHANGES AMENDMENT, dated December 31, 2021 (this “Amendment”), by JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement.
