ContractAdvisory Agreement • January 18th, 2024 • Pacific Oak Strategic Opportunity REIT, Inc. • Real estate investment trusts
LOAN AGREEMENT between 110 WILLIAM, LLC, as Borrower and UBS REAL ESTATE SECURITIES INC., as Lender Dated as of June 11, 2012Loan Agreement • August 6th, 2014 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • New York
THIS LOAN AGREEMENT, dated as of June 11, 2012 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between UBS REAL ESTATE SECURITIES INC., a Delaware corporation, having an address at 1285 Avenue of the Americas, New York, New York 10019 (together with its successors and assigns, collectively, “Lender”), and 100 WILLIAM, LLC, a Delaware limited liability company having an address at c/o Swig Equities, LLC, 110 William Street, 1st Floor, New York, New York 10038 (together with its permitted successors and assigns, collectively, “Borrower”).
FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • December 18th, 2020 • Pacific Oak Strategic Opportunity REIT, Inc. • Real estate investment trusts • California
This Dealer Manager Agreement (this “Agreement”) is entered into by and between Pacific Oak Strategic Opportunity REIT, Inc., a Maryland corporation (the “Company”) and Pacific Oak Capital Markets, LLC (the “Dealer Manager”).
Master Repurchase Agreement September 1996 Version Dated as of December 12, 2011 Between: WELLS FARGO SECURITIES, LLC and KBS SOR CMBS OWNER, LLCMaster Repurchase Agreement • January 12th, 2012 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • New York
SECOND AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • October 5th, 2009 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • Missouri
THIS SECOND AMENDED AND RESTATED ESCROW AGREEMENT (this “Agreement”) made and entered into as of this 5th day of October, 2009 by and among KBS Capital Markets Group, LLC, a California limited liability company (the “Dealer Manager”), KBS Strategic Opportunity REIT, Inc., a Maryland Corporation (the “Company”), UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”), amends and restates that certain Amended and Restated Escrow Agreement dated August 1, 2009 by and among the Dealer Manager, the Company and the Escrow Agent (the “Prior Escrow Agreement”).
KBS STRATEGIC OPPORTUNITY REIT, INC. Up to 140,000,000 Shares of Common Stock AMENDED AND RESTATED DEALER MANAGER AGREEMENT April 6, 2010Dealer Manager Agreement • May 17th, 2010 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • Maryland
This Amended and Restated Dealer Manager Agreement amends, restates and replaces in full that certain Dealer Manager Agreement dated November 20, 2009 by and between the Company and the Dealer Manager.
Page 1 AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is made as of August 28, 2023 by and among each lender from time to time a party hereto (individually, a “Lender” and collectively, the “Lenders”),...Loan Agreement • November 14th, 2023 • Pacific Oak Strategic Opportunity REIT, Inc. • Real estate investment trusts • California
TERM LOAN AGREEMENTTerm Loan Agreement • May 10th, 2013 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • Washington
This Term Loan Agreement (this “Agreement”) is made as of the 22nd day of February, 2013, by and between KBS SOR 156TH AVENUE NORTHEAST, LLC, a Delaware limited liability company (“Borrower”), and BANK OF AMERICA, N.A., a national banking association (“Lender”).
Guaranty AgreementGuaranty Agreement • March 11th, 2014 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts
This Guaranty Agreement (this “Guaranty”) is made as of the 8th day of January, 2014, by KBS SOR Properties, LLC, a Delaware limited liability company (“Guarantor”), in favor of Bank of America, N.A., a national banking association, as agent for Lenders as that term is defined below (in such capacity, “Administrative Agent”), and each of the Lenders.
TERM LOAN AGREEMENTTerm Loan Agreement • August 8th, 2013 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • Texas
This Term Loan Agreement (this “Agreement”) is made as of the 1st day of May, 2013, by and among KBS SOR 1800 WEST LOOP SOUTH, LLC, a Delaware limited liability company (“West Loop”), and KBS SOR IRON POINT, LLC, a Delaware limited liability company (“Iron Point”; West Loop and Iron Point shall be hereinafter referred to, individually, as a “Borrower” and, collectively, as “Borrowers”), and BANK OF AMERICA, N.A., a national banking association (“Lender”).
KBS STRATEGIC OPPORTUNITY REIT, INC. Up to 140,000,000 Shares of Common Stock SECOND AMENDED AND RESTATED DEALER MANAGER AGREEMENT August 9, 2011Dealer Manager Agreement • August 11th, 2011 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • Maryland
This Second Amended and Restated Dealer Manager Agreement amends, restates and replaces in full that certain Amended and Restated Dealer Manager Agreement dated April 6, 2010 by and between the Company and the Dealer Manager.
LIMITED GUARANTY (Secured Loan)Limited Guaranty • March 11th, 2014 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • California
THIS LIMITED GUARANTY (“Guaranty”) is made as of January 14, 2014, by KBS SOR PROPERTIES, LLC, a Delaware limited liability company (“Guarantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Administrative Agent”), as administrative agent for itself and the Lenders from time to time a party to the Loan Agreement (defined below) (“Lenders”).
LOAN AGREEMENT between KBS SOR PLAZA BELLEVUE, LLC, as Borrower, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and THE FINANCIAL INSTITUTIONS NOW OR HEREAFTER SIGNATORIES HERETO AND THEIR ASSIGNEES PURSUANT TO SECTION 13.13, as...Loan Agreement • March 11th, 2014 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • California
THIS LOAN AGREEMENT (“Agreement”) dated as of January 14, 2014 by and among KBS SOR PLAZA BELLEVUE, LLC, a Delaware limited liability company (“Borrower”), each of the financial institutions initially a signatory hereto together with their assignees under Section 13.13 (“Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as contractual representative of the Lenders to the extent and in the manner provided in Article 12 (in such capacity, together with its successors and assigns, “Administrative Agent”).
GUARANTEE Dated December 12, 2011KBS Strategic Opportunity REIT, Inc. • January 12th, 2012 • Real estate investment trusts
Subject to the terms and conditions hereof, KBS STRATEGIC OPPORTUNITY REIT, INC. ( the “Guarantor”) hereby absolutely and unconditionally guarantees payment of any and all present and future obligations, whether absolute or contingent, payable by KBS SOR CMBS OWNER, LLC (“Obligor”) to WELLS FARGO SECURITIES, LLC (“Beneficiary”) under or in connection with that certain Master Repurchase Agreement dated as of December 12, 2011 between Beneficiary and Obligor, as amended and supplemented from time to time (the “Agreement”), and any and all amounts due hereunder, as and when the same shall become due and payable, including without limitation, any obligations of Obligor under any Transaction or for the transfer or termination thereof, whether or not evidenced by a Confirmation (the “Guaranteed Debt”). Unless otherwise defined or the context otherwise requires, all capitalized terms used herein shall have their respective meanings as defined in the Agreement.
ADVISORY AGREEMENT between PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC., and PACIFIC OAK CAPITAL ADVISORS, LLCAdvisory Agreement • December 18th, 2020 • Pacific Oak Strategic Opportunity REIT, Inc. • Real estate investment trusts • Delaware
This Advisory Agreement, dated as of [ , 2021] (the “Agreement”), is by and between Pacific Oak Strategic Opportunity REIT, Inc., a Maryland corporation (the “Company”) and Pacific Oak Capital Advisors, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Article 1 below.
LOAN PURCHASE AND SALE AGREEMENTLoan Purchase and Sale Agreement • April 16th, 2012 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • New York
ContractManagement Agreement • April 8th, 2024 • Pacific Oak Strategic Opportunity REIT, Inc. • Real estate investment trusts • Florida
ContractAdvisory Agreement • April 8th, 2024 • Pacific Oak Strategic Opportunity REIT, Inc. • Real estate investment trusts
FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT Dated as of December 21, 2011Master Repurchase Agreement • January 12th, 2012 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • New York
Wells Fargo Securities, LLC (“Party A”) and KBS SOR CMBS Owner, LLC (“Party B”) have previously entered into that certain Master Repurchase Agreement, dated as of December 12, 2011 (the “Agreement”), which Agreement includes all the Confirmations exchanged between the parties confirming the Transactions thereunder.
MEZZANINE LOAN AGREEMENT between 110 WILLIAM MEZZ, LLC, as Borrower and PEARLMARK MEZZANINE REAL TY PARTNERS III, L.L.C., and TMRP III CO-INVESTMENT, L.L.C., collectively, as Lender Dated as of June 11, 2012Mezzanine Loan Agreement • August 6th, 2014 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • New York
THIS MEZZANINE LOAN AGREEMENT, dated as of June 11, 2012 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), between PEARLMARK MEZZANINE REAL TY PARTNERS III, L.L.C., a Delaware limited liability company, and TMRP Ill CO-INVESTMENT, L.L.C., a Delaware limited liability company, each having an address at c/o Pear~k Real Estate Partners, 200 West Madison Street, Suite 3200, Chicago, Illinois 60606 (together with its successors and assigns, collectively, "Lender"), and 110 WILLIAM MEZZ, LLC, a Delaware limited liability company, having an address at c/o Swig Equities, LLC, 110 William Street, 1st Floor, New York, New York 10038 (together with its permitted successors and assigns, collectively, "Borrower").
KBS STRATEGIC OPPORTUNITY REIT, INC. Up to 140,000,000 Shares of Common Stock DEALER MANAGER AGREEMENT November 20, 2009Selected Dealer Agreement • March 11th, 2010 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • Maryland
KBS Strategic Opportunity REIT, Inc., a Maryland corporation (the “Company”), has registered for public sale 140,000,000 shares of its common stock, $.01 par value per share (the “Shares”), of which 40,000,000 Shares are intended to be offered pursuant to the Company’s dividend reinvestment plan (the “DRP”). The Company desires for KBS Capital Markets Group LLC (the “Dealer Manager”) to act as its agent in connection with the offer and sale of the Shares to the public (the “Offering”).
ContractPacific Oak Strategic Opportunity REIT, Inc. • August 14th, 2023 • Real estate investment trusts
ContractKBS Strategic Opportunity REIT, Inc. • May 14th, 2019 • Real estate investment trusts • New York
This SENIOR LOAN GAP MORTGAGE (this “Mortgage”), made as of March 7, 2019, by 110 WILLIAM PROPERTY INVESTORS III, LLC, a Delaware limited liability company, having an address at c/o Savanna, 430 Park Avenue, 12th Floor, New York, New York 10022 (“Borrower”), to INVESCO CMI INVESTMENTS, L.P., a Delaware limited partnership, having an address at c/o Invesco Real Estate, 2001 Ross Avenue, Suite 3400, Dallas, Texas 75201, administrative agent for benefit of the Lenders (together with its successors and assigns, “Mortgagee”).
iv- ACTIVE 41591362v9 Section 13.20 Borrower Default........................... .......................................................... 180 Section 13.21 Post-Foreclosure Plans...Senior Loan Agreement • August 14th, 2023 • Pacific Oak Strategic Opportunity REIT, Inc. • Real estate investment trusts
AGREEMENT AND PLAN OF MERGER AMONG PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC., PACIFIC OAK SOR II, LLC AND PACIFIC OAK STRATEGIC OPPORTUNITY REIT II, INC. DATED AS OF FEBRUARY 19, 2020Agreement and Plan of Merger • February 20th, 2020 • Pacific Oak Strategic Opportunity REIT, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of February 19, 2020 (this “Agreement”), is among Pacific Oak Strategic Opportunity REIT, Inc., a Maryland corporation (“SOR”), Pacific Oak SOR II, LLC, a Maryland limited liability company and an indirect subsidiary of SOR (“Merger Sub”), and Pacific Oak Strategic Opportunity REIT II, Inc., a Maryland corporation (“SOR II”). Each of SOR, Merger Sub and SOR II is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.
DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING Peridot Properties I, LLC, a Colorado limited liability company (Grantor) to The Public Trustee of El Paso County, as Trustee (Trustee) for the benefit of LaSalle Bank National Association, a...KBS Strategic Opportunity REIT, Inc. • October 8th, 2010 • Real estate investment trusts
THIS DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (“Deed of Trust”) is made as of the 22nd day of October, 2001, by Grantor to Trustee, for the benefit of Beneficiary.
ADVISORY AGREEMENT between PACIFIC OAK RESIDENTIAL TRUST II, INC. and PACIFIC OAK RESIDENTIAL ADVISORS, LLC August 31, 2020Advisory Agreement • November 13th, 2020 • Pacific Oak Strategic Opportunity REIT, Inc. • Real estate investment trusts • Delaware
THIS INSTRUMENT PREPARED BY AND WHEN RECORDED RETURN TO: Greenberg Traurig, P.A. 333 S.E. 2nd AvenueMiami, Florida 33131Attention: Richard J. Giusto, Esq. (SPACE ABOVE THIS LINE FOR RECORDER’S USE)And Security Agreement • May 14th, 2019 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • New York
Borrower, Morgan Stanley Mortgage Capital Holdings LLC, a New York limited liability company, as administrative agent for Morgan Stanley Bank, N.A., a national banking association, and the other Lenders (as defined in the Original Building Loan Agreement (defined below)) (“Original BLA Lenders”), have entered into a Building Loan Agreement dated as of March 6, 2017 (the “Original Building Loan Agreement”), pursuant to which Original BLA Lenders made a secured loan to Borrower in the aggregate original principal amount of $27,338,496.00 (“Original Building Loan”), of which $2,529,835.76 has been advanced to Borrower to date.
LOAN AGREEMENT (Senior Loan) BY AND BETWEEN CAMERON PARK SENIOR LIVING DELAWARE, LLC, a Delaware limited liability company (“Borrower”) AND KBS FINANCE LLC, a Delaware limited liability company (As “Agent” and a “Lender”) AND the Other Lenders Now or...Loan Agreement • October 26th, 2012 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts
THIS LOAN AGREEMENT (this “Agreement”) is made as of September 13, 2012, by and among (i) KBS FINANCE LLC, a Delaware limited liability company (hereinafter sometimes referred to as “Agent” and sometimes as “KBS”), as a Lender and in its capacity as Agent for itself and for each of the other Lenders who are now or who hereafter become parties to this Agreement, (ii) each of the Lenders, including Agent, named on the execution pages hereof and such other Lenders as may from time to time become a party to this Agreement pursuant to the terms hereof, and (iii) CAMERON PARK SENIOR LIVING DELAWARE, LLC, a Delaware limited liability company (“Borrower”).
UNIT LENDING AGREEMENTUnit Lending Agreement • February 9th, 2018 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts
MANAGEMENT AGREEMENTManagement Agreement • November 13th, 2020 • Pacific Oak Strategic Opportunity REIT, Inc. • Real estate investment trusts • Florida
This MANAGEMENT AGREEMENT (this “Agreement”), dated August 31, 2020, is made and entered into by and among Pacific Oak Residential Trust II, Inc., a Maryland corporation (“Owner”), and DMH Realty, LLC, a Florida limited liability company (“Manager”).
ContractPacific Oak Strategic Opportunity REIT, Inc. • November 14th, 2024 • Real estate investment trusts
ANNEX I Supplemental Terms and ConditionsKBS Strategic Opportunity REIT, Inc. • January 12th, 2012 • Real estate investment trusts
Capitalized terms used herein but not defined in this Annex I shall have the meanings ascribed to them in the Agreement. Paragraph references are to paragraphs in the Agreement.
ASSUMPTION AGREEMENTAssumption Agreement • August 6th, 2014 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts
THIS ASSUMPTION AGREEMENT (the “Agreement”), dated as of May 2, 2014, is made by and among PEARLMARK MEZZANINE REALTY PARTNERS III, L.L.C., a Delaware limited liability company and TMRP III CO-INVESTMENT, L.L.C., a Delaware limited liability company (collectively “Lender”), 110 WILLIAM MEZZ, LLC, a Delaware limited liability company (“Original Borrower”), LONGWING INCORPORATED, a Delaware corporation (“Longwing”), KENT M. SWIG, an individual (“Swig”, and together with Longwing, “Original Guarantor”), 110 WILLIAM MEZZ III, LLC, a Delaware limited liability company (“New Borrower”), and SAVANNA REAL ESTATE FUND III, L.P., a Delaware limited partnership (“New Guarantor”).
LOAN ASSUMPTION AND SUBSTITUTION AGREEMENT by and among KENT M. SWIG and LONGWING INCORPORATED (collectively, Guarantor), SAVANNA REAL ESTATE FUND III, L.P. (New Guarantor) andLoan Assumption and Substitution Agreement • August 6th, 2014 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • New York
This LOAN ASSUMPTION AND SUBSTITUTION AGREEMENT (“Agreement”) is made this 2nd day of May, 2014, by and among U.S. Bank National Association, as Trustee for the Registered Holders of UBS-Barclays Commercial Mortgage Trust 2012-C2, Commercial Mortgage Pass-Through Certificates, Series 2012-C2 (together with its successors and assigns, “Lender”), 110 William, LLC, a Delaware limited liability company (“Borrower”), Kent M. Swig, an individual (“Swig”), Longwing Incorporated, a Delaware corporation (“Longwing”; together with Swig, collectively and each as the context may require, “Guarantor”), 110 William Property Investors III, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “New Borrower”), and Savanna Real Estate Fund III, L.P., a Delaware limited partnership (together with its permitted successors and assigns, “New Guarantor”).
