FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTY
FIRST AMENDMENT, dated as of May 28, 2020 (this Amendment) and effective as of April 1, 2020 (the Effective Date) to Amended and Restated Guaranty, dated of May 4, 2018 made by TPG RE FINANCE TRUST HOLDCO, LLC, a Delaware limited liability company (Guarantor) in favor of BANK OF AMERICA, N.A., 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). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Credit Agreement.
WHEREAS, TPG RE Finance 20, Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the Borrower), TPG RE Finance Pledgor 20, LLC, a Delaware limited liability company, the Lenders from time to time party thereto and Administrative Agent have entered into a Credit Agreement, dated as of September 29, 2017 (as amended, modified, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the Credit Agreement), providing for the making of Loans to Borrower as contemplated therein.
WHEREAS, Guarantor has guaranteed the Obligations pursuant to that certain Amended and Restated Guaranty, dated as of May 4, 2018 (as heretofore amended, restated, supplemented or otherwise modified, the Guaranty); and
WHEREAS, the parties hereto wish to amend 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, the parties hereto hereby agree that the Guaranty shall be amended and modified with retroactive effect as of the Effective Date as follows:
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Amendment of Guaranty.
(a) New Definitions. Section 1 of the Guaranty is hereby amended by inserting the following new definitions in the correct alphabetical order:
CECL Reserve means, 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 no event shall Equity Adjustment exceed the amount of (a) Total