0001193125-09-220450 Sample Contracts

DISCOUNTED PAYOFF AGREEMENT
Discounted Payoff Agreement • November 2nd, 2009 • Thomas Properties Group Inc • Real estate • New York

This Discounted Payoff Agreement (this “Agreement”) is entered into as of October 14, 2009, by and among Philadelphia Plaza-Phase II, LP, a Pennsylvania limited partnership (“Borrower”), Thomas Properties Group, L.P., a Maryland limited partnership (“Sponsor”), James A. Thomas (“Thomas”), TCS SPE 1, L.P., a Delaware limited partnership (“TCS 1”), TCS SPE 2, L.P., a Delaware limited partnership (“TCS 2”), TCS SPE 3, L.P., a Delaware limited partnership (“TCS 3”), TCS Mezzanine GP, LLC, a Delaware limited liability company (“TCS Mezz”), TCS SPE Associates, L.P. a Delaware limited partnership (“TCS Associates”), TPG-TCS Holding Company, LLC, a Delaware limited liability company (“TPG-TCS” and, together with Borrower, Sponsor, Thomas, TCS 1, TCS 2, TCS 3, TCS Mezz and TCS Associates, each a “Borrower Party” and, collectively, the “Borrower Parties”), DB Realty Mezzanine Investment Fund II, L.L.C., a Delaware limited liability company (“Senior Mezz Lender”) and DB Realty Mezzanine Parallel

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THIRD MODIFICATION AGREEMENT Secured Loan
Third Modification Agreement • November 2nd, 2009 • Thomas Properties Group Inc • Real estate • California

THIS THIRD MODIFICATION AGREEMENT (“Agreement”) dated October 10, 2009 is entered into by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), and TPG-EL SEGUNDO PARTNERS, LLC, a California limited liability company (“Borrower”).

AMENDED AND RESTATED REPAYMENT GUARANTY (Secured Loan)
Repayment Guaranty • November 2nd, 2009 • Thomas Properties Group Inc • Real estate • California

THIS AMENDED AND RESTATED REPAYMENT GUARANTY (“Guaranty”) is made as of October 10, 2009, by Thomas Properties Group, Inc., a Delaware corporation and Thomas Properties Group, L.P., a Maryland limited partnership (individually, collectively, jointly and severally, “Guarantor”) in favor of Wells Fargo Bank, National Association (“Lender”).

SECOND MODIFICATION AGREEMENT Secured Loan
Second Modification Agreement • November 2nd, 2009 • Thomas Properties Group Inc • Real estate • Texas
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