of Contents
(continued)
Page
EXHIBIT K - PHASE I REQUIREMENTS EXHIBIT L - LIST OF OPERATING AGREEMENTS
EXHIBIT M - LIST OF EASEMENT AGREEMENTS EXHIBIT N - BORROWER ORGANIZATIONAL
CHART EXHIBIT O - PROFORMA OPERATING BUDGET EXHIBIT P - FORM OF ASSIGNMENT OF
EXCLUSIVE SALES AGREEMENT EXHIBIT Q - FORM OF ASSIGNMENT OF MANAGEMENT AGREEMENT
EXHIBIT R - FORM OF CONDOMINIUM DECLARATION AND BYLAWS EXHIBIT S - FORM OF
PURCHASE AGREEMENT DEPOSIT ESCROW AGREEMENT EXHIBIT T - FORM OF PURCHASE
AGREEMENT DEPOSIT ESCROWEE ACKNOWLEDGMENT EXHIBIT U - BUSINESS PLAN EXHIBIT V -
FORM OF ASSIGNMENT OF INTEREST RATE PROTECTION AGREEMENT EXHIBIT W - SCHEDULE OF
AMORTIZING NOTIONAL AMOUNTS
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MASTER LOAN AGREEMENT
This Master Loan Agreement (this "Agreement") is entered into as of December 22,
2017 by and between TPHGREENWICH OWNER LLC, a Delaware limited liability company
("Borrower") and MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY a Massachusetts
corporation ("Lender" and, to the extent applicable pursuant to Article 15,
"Administrative Agent").
RECITALS:
A.
Borrower is the owner of certain real property containing
approximately 1.23 acres located at 77 Greenwich Street (also known as 67
Greenwich Street and 28-42 Trinity Place) designated as Block 19, Lots 11 and 13
in the New York City Tax Map in the City, County and State of New York as more
particularly described on Exhibit A attached hereto (the "Land") and the
existing improvements located thereon. The Land is part of a "zoning lot", as
defined in the Zoning Resolution of the City of New York consisting of the Land
and the parcel of real property designated on the New York City Tax Map in the
City, County and State of New York as Lot 18, Block 19.
B.
Borrower and the New York City School Construction Authority, a
public benefit corporation of the State of New York (the "SCA") are parties to
(i) that certain School Design, Construction, Funding and Purchase Agreement
dated as of the date hereof, together with that certain letter agreement dated
as of the date hereof between Borrower and SCA (collectively, as amended,
supplemented or otherwise modified from time to time in accordance with the
terms of this Agreement, the "School Unit Purchase Agreement") pursuant to which
Borrower shall, inter alia, complete the construction of the School Improvements
(as defined below), (ii) that certain Agreement of Lease dated as of the date
hereof (as amended, supplemented or otherwise modified from time to time in
accordance with the terms of this Agreement, the "Master Lease") pursuant to
which Borrower, as landlord, ground leases the Land to the SCA, as tenant,
subject to Borrower's right to perform its obligations under the School Unit
Purchase Agreement and the Sublease, and (iii) that certain Sublease dated as of
the date hereof (as amended, supplemented or otherwise modified from time to
time in accordance with the terms of this Agreement, the "Sublease") pursuant to
which the SCA, as sublandlord, subleases the Land excluding what is intended to
be the School Unit to Borrower, as subtenant.
C.
Borrower