FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED GUARANTY
FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED GUARANTY, dated as of May 28, 2020 (this Amendment) and effective as of April 1, 2020 (the Effective Date), by and between TPG RE FINANCE TRUST HOLDCO, LLC, a Delaware limited liability company (Guarantor), 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 hereinafter defined).
WHEREAS, TPG RE Finance 14, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (Seller) and Buyer are parties to that certain Master Repurchase and Securities Contract, dated as of March 31, 2017, as amended by that certain Amendment No. 1 to Master Repurchase and Securities Contract, dated May 4, 2018 (as may be further amended, restated, supplemented or otherwise modified from time to time, the Repurchase Agreement);
WHEREAS, Guarantor guaranteed the obligations of Seller under the Repurchase Agreement and the other Transaction Documents pursuant to that certain Amended and Restated Limited Guaranty, dated as of May 4, 2018 (as heretofore amended, restated, supplemented or otherwise modified, the Guaranty), from Guarantor to Buyer; and
WHEREAS, Guarantor and Buyer wish to amend and modify the Guaranty upon the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor and Buyer hereby agree that the Guaranty shall be amended and modified as follows:
1. Amendment of Guaranty. Guarantor and Buyer hereby agree that the Guaranty shall be amended and modified with retroactive effect effective as of the Effective Date as follows:
(a) Section 1 of the Guaranty is hereby amended by inserting the following new definitions in correct alphabetical order:
CECL Reserve shall mean, with respect to any Person and as of a particular date, all amounts determined in accordance with GAAP under ASU 2016-13 and recorded on the balance sheet of such Person and its consolidated Subsidiaries as of such date.
Equity Adjustment means, with respect to Guarantor and its Subsidiaries on a consolidated basis and as of a particular date, the sum of all CECL Reserves and any loan loss reserves, write-downs, impairments or realized losses taken against the value of any assets of Guarantor or its Subsidiaries from and after April 1, 2020 as of such date; provided, however, in