0001181431-10-051955 Sample Contracts

GARRISON LETTERHEAD] Demand and Pay-off Letter
Mezzanine Loan Agreement • October 26th, 2010 • Thomas Properties Group Inc • Real estate

This letter constitutes the demand of Garrison Commercial Funding IV LLC ("Lender") with respect to the pay-off of (i) that certain mezzanine loan, as described in that certain Mezzanine Loan Agreement dated as of January 31, 2007, as amended and restated by that certain First Amendment to Mezzanine Loan Agreement dated as of October 15, 2007, each between TPG-Centerpointe Mezzanine, LLC ("Mezzanine A Borrower"), as borrower, and UBS Real Estate Securities Inc., as lender, and evidenced by that certain Amended and Restated Promissory Note dated as of October 15, 2007, but effective as of January 31, 2007, made by Mezzanine A Borrower in favor of UBS Real Estate Securities Inc., in the original principal amount of $25,000,000.00 (the "Mezzanine A Note"), as amended, modified or assigned as of the date hereof (the "Mezzanine A Loan") and (ii) that certain mezzanine loan, as described in that certain Mezzanine Loan Agreement (Mezzanine Loan B) dated as of October 15, 2007, between TPG-Cen

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FIRST AMENDMENT TO LOAN AGREEMENT (Mezzanine C)
Loan Agreement • October 26th, 2010 • Thomas Properties Group Inc • Real estate

THIS FIRST AMENDMENT TO LOAN AGREEMENT (Mezzanine C) ("Amendment") is made the 19th day of October, 2010 (the "Effective Date") by and between TPG-CENTERPOINTE MEZZANINE 3, LLC, a Delaware limited liability company ("Borrower"), having its principal place of business at c/o Thomas Properties Group, Inc., City National Plaza, 515 South Flower Street, Sixth Floor, Los Angeles, California 90071, and WHSF NEVADA, LLC, a Nevada limited liability company (together with its successors and assigns, "Lender"), with an office at 2850 West Horizon Ridge Parkway, Suite 200, Henderson, Nevada 89052.

NINTH AMENDMENT TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF TPG/CALSTRS, LLC
Operating Agreement • October 26th, 2010 • Thomas Properties Group Inc • Real estate

THIS NINTH AMENDMENT TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF TPG/CALSTRS, LLC (this "Amendment") is entered into as of October 19, 2010, by and between CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, a public entity ("Investor"), and THOMAS PROPERTIES GROUP, L.P., a Maryland limited partnership ("Operator").

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