SECOND AMENDMENT TO AMENDED AND RESTATED GUARANTY
SECOND AMENDMENT (this Amendment) dated as of June 7, 2021 (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 as of the Effective Date as follows:
1. Amendment of Guaranty.
(a) New Definitions. Section 1 of the Guaranty is hereby amended by inserting the following new definition in the correct alphabetical order:
Second Amendment Effective Date means June 7, 2021.
(b) Amended and Restated Definitions. Section 1 of the Guaranty is hereby amended by amending and restating the definitions of Tangible Net Worth and Total Equity in their entirety as follows:
Tangible Net Worth means, with respect to any Person, as of any date of determination, on a consolidated basis, (a) the total tangible assets of such Person, less (b) the total liabilities of such Person, in each case, on or as of such date and as determined in accordance with GAAP, each of which shall be adjusted to exclude the then-current amount of CECL Reserves and other unrealized valuation reserves, if any. For the avoidance of doubt, tangible net worth will reflect realized losses recorded against the equity of any assets of the Guarantor or its Subsidiaries from and after April 1, 2020.