0001193125-04-115908 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 9th, 2004 • Thomas Properties Group Inc • Real estate • Delaware

This Indemnification Agreement, dated as of , (this “Agreement”), is made by and between Thomas Properties Group, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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AGREEMENT OF LIMITED PARTNERSHIP OF THOMAS PROPERTIES GROUP, L.P. DATED: , 2004
Limited Partnership Agreement • July 9th, 2004 • Thomas Properties Group Inc • Real estate • Maryland

THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of , 2004, is entered into by and among THOMAS PROPERTIES GROUP, INC., a Delaware corporation (the “Company”), as the General Partner, and the Persons whose names are set forth under the heading “Limited Partners” on Exhibit A attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 9th, 2004 • Thomas Properties Group Inc • Real estate • Delaware

THIS REGISTRATION RIGHTS AGREEMENT, dated as of , 2004, is entered into by and among Thomas Properties Group, Inc., a Delaware corporation (the “Company”), Thomas Properties Group, L.P., a Maryland limited partnership (the “Operating Partnership”), and the holders of limited partnership interests in the Operating Partnership whose names are set forth on the signature pages hereto (each a “Unit Holder” and collectively, the “Unit Holders”).

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OPERATING AGREEMENT OF TPG/CalSTRS, LLC
Operating Agreement • July 9th, 2004 • Thomas Properties Group Inc • Real estate • Delaware

THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF TPG/CalSTRS, LLC (the “Company”), is dated as of , 2004, and made by and between CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM, a public entity (“Investor”), and THOMAS PROPERTIES GROUP, L.P., a Maryland limited partnership (“Operator”). The capitalized terms used in this Agreement, including without limitation any schedules, appendices and exhibits to this Agreement, and not otherwise defined shall have the meanings given to such terms in Exhibit A or Exhibit B.

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JUNIOR B MEZZANINE LOAN AGREEMENT Dated as of July 31, 2003 By and Among PHILADELPHIA PLAZA-PHASE II, LP as Borrower TCS SPE 3, L.P. as a Guarantor and DB REALTY MEZZANINE PARALLEL FUND II, L.L.C. as Lender
Junior B Mezzanine Loan Agreement • July 9th, 2004 • Thomas Properties Group Inc • Real estate • New York

THIS JUNIOR B MEZZANINE LOAN AGREEMENT, dated as of July 31, 2003 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), by and among DB REALTY MEZZANINE PARALLEL FUND II, LLC, a Delaware limited liability company, having an address at 1251 Avenue of the Americas, 9th Floor, New York, New York 10020 (“Lender”), PHILADELPHIA PLAZA-PHASE II, LP, a Pennsylvania limited partnership, having an address c/o Thomas Properties Group LLC, 515 South Flower, Suite 600, Los Angeles, California 90071 (“Borrower”) and TCS SPE 3, L.P., a Delaware limited partnership, having an address c/o Thomas Properties Group LLC, 515 South Flower, Suite 600, Los Angeles, California 90071 (“Junior B Mezzanine Guarantor”).

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JUNIOR A MEZZANINE LOAN AGREEMENT Dated as of July 31, 2003 By and Among PHILADELPHIA PLAZA-PHASE II, LP as Borrower TCS SPE 2, L.P. as a Guarantor and DB REALTY MEZZANINE PARALLEL FUND II, LLC as Lender
Junior a Mezzanine Loan Agreement • July 9th, 2004 • Thomas Properties Group Inc • Real estate • New York

THIS JUNIOR A MEZZANINE LOAN AGREEMENT, dated as of July 31, 2003 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), by and among DB REALTY MEZZANINE PARALLEL FUND II, LLC, a Delaware limited liability company, having an address at 1251 Avenue of the Americas, 9th Floor, New York, New York 10020 (“Lender”), PHILADELPHIA PLAZA-PHASE II, LP, a Pennsylvania limited partnership, having an address c/o Thomas Properties Group LLC, 515 South Flower, Suite 600, Los Angeles, California 90071 (“Borrower”) and TCS SPE 2, L.P., a Delaware limited partnership, having an address c/o Thomas Properties Group LLC, 515 South Flower, Suite 600, Los Angeles, California 90071 (“Junior A Mezzanine Guarantor”).

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LOAN AGREEMENT Dated as of March 16, 1998 Between GOLDMAN SACHS MORTGAGE COMPANY, as Lender and COMMERCE SQUARE PARTNERS-PHILADELPHIA PLAZA, L.P. as Borrower
Loan Agreement • July 9th, 2004 • Thomas Properties Group Inc • Real estate • New York

THIS LOAN AGREEMENT, dated as of March 16 1998 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), is among GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership, and COMMERCE SQUARE PARTNERS-PHILADELPHIA PLAZA, L.P., a Delaware limited partnership.

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SENIOR MEZZANINE LOAN AGREEMENT Dated as of July 31, 2003 By and Among PHILADELPHIA PLAZA-PHASE II, LP as Borrower TCS SPE 1, L.P. as a Guarantor and DB REALTY MEZZANINE INVESTMENT FUND II, L.L.C. as Lender
Senior Mezzanine Loan Agreement • July 9th, 2004 • Thomas Properties Group Inc • Real estate • New York

THIS SENIOR MEZZANINE LOAN AGREEMENT, dated as of July 31, 2003 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), by and among DB REALTY MEZZANINE INVESTMENT FUND II, L.L.C., a Delaware limited liability company, having an address at 1251 Avenue of the Americas, 9th Floor, New York, New York 10020 (“Lender”), PHILADELPHIA PLAZA-PHASE II, LP, a Pennsylvania limited partnership, having an address c/o Thomas Properties Group LLC, 515 South Flower, Suite 600, Los Angeles, California 90071 (“Borrower”) and TCS SPE 1, L.P., a Delaware limited partnership, having an address c/o Thomas Properties Group LLC, 515 South Flower, Suite 600, Los Angeles, California 90071 (“Senior Mezzanine Guarantor”).

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LOAN AGREEMENT Dated as of July 31, 2003 Between PHILADELPHIA PLAZA-PHASE II, LP, as Borrower and MORGAN STANLEY MORTGAGE CAPITAL INC., as Lender
Loan Agreement • July 9th, 2004 • Thomas Properties Group Inc • Real estate • New York

THIS LOAN AGREEMENT, dated as of July 31, 2003 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation, having an address at 1221 Avenue of the Americas, 27th Floor, New York, New York 10020 (“Lender”) and PHILADELPHIA PLAZA-PHASE II, LP, a Pennsylvania limited partnership having an address at c/o Thomas Properties Group LLC, 515 South Flower, Suite 600, Los Angeles, California 90071 (“Borrower”).

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