FIRST AMENDMENT TO AGREEMENT FOR SALE OF MEMBERSHIP INTERESTS
Exhibit 10.14
FIRST AMENDMENT TO AGREEMENT FOR SALE OF MEMBERSHIP INTERESTS
THIS FIRST AMENDMENT TO AGREEMENT FOR SALE OF MEMBERSHIP INTEREST (this “First Amendment”) is made as of the 6th day of November, 2012, by and between KBS ACQUISITION SUB-OWNER 2, LLC, a Delaware limited liability company (“Seller”), and GPT GIG BOA Portfolio Holdings LLC, a Delaware limited liability company (f/k/a BBD1 Holdings LLC) (“Company”). In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:
RECITALS
A. The Seller and the Company are parties to that certain Agreement for Sale of Membership Interests dated as of August 17, 2012 (the “Purchase Agreement”). All initially-capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement unless the context clearly indicates otherwise.
B. Pursuant to the Purchase Agreement, the Seller was to sell the Property and the Defeasance Security through the transfer of the Interests to the Company.
C. Pursuant to Section 4.3.2(c) of the Purchase Agreement, the Seller is obligated to cooperate with the Company in connection with the acquisition of New Mortgage Debt, subject to the provisions and limitations set forth in the Purchase Agreement.
D. The New Mortgage Lender has requested to restructure certain aspects of the sale of the Property and the Defeasance Security.
E. The Company has requested that certain properties commonly known as 000 X. Xx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (the “231 Property”) and 000 X. Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx (the “525 Property”), be sold by Portfolio Property Owner directly to third parties.
F. Concurrently herewith, the Seller and the Company, among others, are entering into that certain Closing Agreement (the “Closing Agreement”) which, among other matters, sets forth the procedure, timing, documentation and deliveries that are necessary in order to consummate the restructured consummation of the purchase and sale of the Property and the Defeasance Security. A photocopy of the Closing Agreement is attached hereto as Exhibit B.
G. Seller and Company have agreed to modify the terms of the Purchase Agreement as set forth in this First Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intended to be legally bound, Seller and Company agree as follows:
1. Recitals. The Recitals set forth above hereby incorporated herein by reference as if the same were fully set forth herein.
2. Exhibits. Exhibit A-1 to the Purchase Agreement is hereby deleted in its entirety and replaced with Exhibit A-1 attached hereto.
3. Restructuring of Purchase and Sale. The purchase and sale of the Interests shall be restructured as:
(a) a transfer of the Parking Lot Property by the Parking Lot Property Owner to the HFS Property Owner (as defined in the Closing Agreement),
(b) a transfer of the Held-for-Sale Properties (as defined in the Closing Agreement) by Portfolio Property Owner to the HFS Property Owner (as defined in the Closing Agreement),
(c) a transfer of the 231 Property by Portfolio Property Owner to the Chicago Property Purchaser (as defined in the Closing Agreement),
(d) a transfer to the 525 Property by Portfolio Property Owner to the Charlotte Property Purchaser (as defined in the Closing Agreement),
(e) a transfer of the Finance Properties (as defined in the Closing Agreement) from Portfolio Property Owner to JPM Property Owner (as defined in the Closing Agreement),
(f) the assignment by Seller to JV Buyer (as defined in the Closing Agreement) of the membership interests in JPM Property Owner (immediately after the transfer of the Finance Properties set forth in clause (e) above), and
(g) the assignment by Seller to Defeasance Pool Assignee (as defined in the Closing Agreement) of the membership interests in Portfolio Property Owner (immediately after the transfer of the Held-for-Sale Properties set forth in clause (b) above), AFR DEfeasance Pool 1, LLC and GKK Independence Square Lot LLC.
4. Documentation Deliveries.
(a) The parties hereby agree that, in addition to the deliveries required under the Purchase Agreement, each shall deliver, or cause to be delivered, the following documents to which it or its Affiliate are a party:
(i) The documents listed on Exhibit C attached to the Closing Agreement (relating to clauses (a), (b) and (e) of Section 3 hereof),
(ii) The documents listed on Exhibit E attached to the Closing Agreement (relating to the repayment of the Mezz Loan),
(iii) The documents listed on Exhibit H attached to the Closing Agreement (relating to Section 3(c) hereof).
(iv) The documents listed on Exhibit I attached to the Closing Agreement (relating to Section 3(d) hereof).
(b) The parties confirm that they have modified the Assignment, the Updated Certificate, the Stockholder Agreement (and related letter agreement) and the Indemnity
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Agreement to their mutual satisfaction to reflect the assignment of the membership interests referred to in clauses (f) and (g) of Section 3 hereof and/or this First Amendment. In addition, the parties confirm that (i) the Amendments in Section 6.1(b) of the Purchase Agreement and (ii) the Mezz Loan Assignment Documents, shall not be required to be delivered.
5. Operating Expenses. The parties hereby agree that, notwithstanding the terms of the Purchase Agreement (including, without limitation, Section 10.2 if the Purchase Agreement), Operating Costs that are payable by tenants with directly or reimbursable under Leases and are subject to a future reconciliation (“Open Operating Expenses”) shall not be prorated as of Closing. Rather, the Company shall cause to be conducted a reconciliation of Open Operating Expenses within three months of the Closing Date. If, as a result of such reconciliation of Open Operating Expenses, as of the Closing the Seller has directly or indirectly received additional rent payments in excess of the amounts that tenants would be required to pay based on the actual Operating Expenses, the Company shall receive a credit in the amount of such excess. If, as a result of such reconciliation of Open Operating Expenses, as of the Closing the Seller has directly or indirectly received additional rent payments that are less than the amounts that tenants would be required to pay based on the actual Operating Expenses, the Seller shall receive a credit in the amount of such shortfall. Neither the Seller or the Company shall have any obligation to any payment for amount due and owing under this Section 5 until such amounts have been collected and received from the applicable tenants.
6. Limited Release. The Company acknowledges that in order to effectuate the restructured transactions referred to in this First Amendment it has prepared, or has caused to be prepared, certain closing documentation to be executed and/or delivered by Seller or an Affiliate of Seller. Accordingly, the Seller makes no representation, covenant or warranty as to the accuracy or effectiveness of, and shall not be liable to the Company for any inaccuracies or errors in, any xxxx of sale, deed or assignment of lease comprising Internal KBS Transfer Documents (as defined in the Closing Agreements)(collectively, the “Company Prepared Documents”).
7. Further Assurances. Seller and Company hereby agree to perform, execute and deliver, or cause to be performed, executed and delivered, on the Closing Date or thereafter any and all such further acts, deeds and assurances as Company or Seller, as the case may be, may reasonably require in order to (i) effectuate the return to Seller of the Reserves and (ii) consummate fully the transactions contemplated under this First Amendment including, without limitation, such documents as may be reasonably required in order to effectuate the return to Seller of the Reserves and the restructured transactions referred to in this First Amendment or to correct any errors, inaccuracies or fully effectuate any of the Company Prepared Documents.
8. Effectiveness of Agreement. Except as modified by this First Amendment, all the terms of the Purchase Agreement including, without limitation, the rights and the obligations of the parties thereunder, shall remain unchanged and in full force and effect.
9. Counterparts. This First Amendment may be executed in counterparts, and all counterparts together shall be construed as one document.
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10. Telecopied Signatures. A counterpart of this First Amendment that is signed by one party to this First Amendment and telecopied to the other party to this First Amendment or its counsel (o) shall have the same effect as an original signed counterpart of this First Amendment, and (ii) shall be conclusive proof, admissible in judicial proceedings, of such party’s execution of this First Amendment.
11. Successors and Assigns. All of the terms and conditions of this First Amendment shall apply to benefit and bind the successors and assigns of the respective parties.
IN WITNESS WHEREOF, Seller and Company have entered into this First Amendment to Agreement for Sale of Membership Interests as of the date first above stated.
[SIGNATURES ON NEXT PAGE]
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“SELLER”
KBS ACQUISITION SUB-OWNER 2, LLC,
a Delaware limited liability company
By: KBS ACQUISITION SUB, LLC,
a Delaware limited liability company,
its sole member
By: KBS ACQUISITION HOLDINGS, LLC,
a Delaware limited liability company,
its sole member
By: KBS GKK PARTICIPATION HOLDINGS I, LLC,
a Delaware limited liability company,
its sole member
By: KBS DEBT HOLDINGS, LLC,
a Delaware limited liability company,
its sole member
By: KBS LIMITED PARTNERSHIP,
a Delaware limited partnership,
its manager
a Maryland corporation,
its sole general partner
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Chief Financial Officer
[First Amendment to PSA]
“COMPANY”
GPT GIG BOA PORTFOLIO HOLDINGS LLC,
a Delaware limited liability company
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Authorized Signatory
[FIRST AMENDMENT TO AGREEMENT FOR SALE OF MEMBERSHIP INTERESTS]
JOINDER BY CERTAIN COMPANY PARTIES
The undersigned are executing this Joinder solely for the purpose of acknowledging and agreeing to the releases granted in Section 6 of this Amendment, which this Joinder shall be effective immediately after the consummation of the transactions referenced in Section 3 of this Amendment.
GPT GIG BOA PORTFOLIO OWNER LLC,
a Delaware limited liability company
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Authorized Signatory
GPT GIG BOA PORTFOLIO HFS OWNER LLC,
a Delaware limited liability company
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Authorized Signatory
GPT GIG BOA DEFEASANCE POOL HOLDINGS LLC,
a Delaware limited liability company
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Authorized Signatory
FIRST STATES INVESTORS 5000A LLC,
a Delaware limited liability company
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Authorized Signatory
[Joinder Signatures Continue on Next Page]
[FIRST AMENDMENT TO AGREEMENT FOR SALE OF MEMBERSHIP INTERESTS]
GKK INDEPENDENCE SQUARE LOT, LLC,
a Delaware limited liability company
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Authorized Signatory
AFR DEFEASANCE POOL 1, LLC,
a Delaware limited liability company
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Authorized Signatory
[FIRST AMENDMENT TO AGREEMENT FOR SALE OF MEMBERSHIP INTERESTS]
EXHIBIT A-1
Portfolio Real Property
No. | Property Number/Name | Property Address |
I. | ARIZONA (7 Properties) | |
1. | 0000- Xxxxxxxxx Xxxxxx-Xx, Xxxxxxx, XX | 00 X. Xxxxxxxxx Xxxx, Xxxxxxx, XX 00000 |
2. | 0000- Xxxxxxxxx-Xxxx Xx, Xxxxxxx, XX | 0000 X. Xxxxxxx Xxxx, Xxxxxxx, XX 00000 |
3. | 0000- Xxxxxxxx-Xxxx Xx, Xxxxxxx, XX | 0000 X. Xxxxxxx Xxxx, Xxxxxxx, XX 00000 |
4. | 0000- Xxxxxxxx- Xxxx Xxx, Xxxxxxx, XX | 0000 X. Xxxxxxx Xxxx, Xxxxxxx, XX 00000 |
5. | 0000- XxXxxxxx- Xxxx Xxx, Xxxxxxx, XX | 0000 X. Xxxxxxx Xxxx, Xxxxxxx, XX 00000 |
6. | 0000- Xxxx Xxxx- Xx Xxxx, Xxxx, XX | 00 X. Xxxx Xxxxxx, Xxxx, XX 00000 |
7. | 0000- Xxxxx Xxxxxxxx, Xxxxxxx, XX | 0000 X. Xxxxxxx Xxxx, Xxxxxxx, XX 00000 |
II. | CALIFORNIA (40 Properties) | |
8. | 0000- Xxxxxx, XX | 000 Xxxx Xxxxxx, Xxxxxx, XX 00000 |
9. | 0000- Xxxxx-Xxxxxxxx, Xxxx Xxxxx, XX | 0000 Xxxxxxxx Xxxxxx, Xxxx Xxxxx, XX 00000 |
10. | 0000- Xxxxx, Xxxxxx, XX | 0000 X. Xxxxx Xxxxxx, Xxxxxx, XX 00000 |
11. | 0000- Xxxxx & Xxxxxxx, Xxxxxx, XX | 0000 X. Xxxxx Xxxxxx, Xxxxxx, XX 00000 |
12. | 0000- Xxxxxxxx Xxxxxx, Xxxxxxxx, XX | 0000 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000 |
13. | 0000- Xxxx Xxxxxxxxxxx, Xxxxxxxxxxx, XX | 0000 Xxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000 |
14. | 0000- Xxxx Xxxxxxx Xxxxxx Xxxxxxx, XX | 000 X. Xxxx Xxxxx Xxxxxxxxx, Xxxxxxx, XX 9022 |
15. | 0000- Xx Xxxxxxx, XX | 0000 X. Xxxxxxxxx Xxxxxxxxx, Xx Xxxxxxx, XX 00000 |
16. | 0000- Xxxxxxxxx Xxxx, XX | 000 X. Xxxxxxxxx Xxxx., Xxxxxxxxx, XX 00000 |
17. | 0000- Xxxxxx Xxxxx/Xxxxx, XX | 0000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000 |
No. | Property Number/Name | Property Address |
18. | 000- Xxxxxxx Xxxx, XX | 0000 X. Xxxxxxx Xxxxx Xxxx., Xxxxxxx, XX 00000 |
19. | 0000- Xxxxxxxx Xxxx, XX | 000 X. Xxxxx Xxxx., Xxxxxxxx, XX 00000 |
20. | 0000- Xxxxxxxxx Xxxx, XX | 000 X. Xxxxxxxxxx Xxxx., Xxxxxxxxx, XX 00000 |
21. | 0000- Xxxxxx Xxxxxx Xxxx, Xxxxxxx, XX [SP] | 0000 X. Xxxxxx Xxxxxx, Xxxxxxx, XX 00000 |
22. | 0000- Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx, XX | 0000 Xxx Xxxxxx Xxxx., Xxxxxxx Xxxxx, XX 00000 |
23. | 0000- Xxxxxxx Xxxxxxx, Xxx Xxxxxxx, XX | 0000 X. Xxxxxxxx, Xxx Xxxxxxx, XX 00000 |
24. | 0000- Xxxx Xxxxx Xxxxxxxxx, XX [SP] | 000 Xxxx Xxxxx Xxxx., Xxxx Xxxxx, XX 00000 |
25. | 0000- Xxxxxxx Xxxxxx, Xxxxxxx, XX | 0000 X. Xxxxxxxx Xxxxxxx, Xxxxxxx, XX 00000 |
26. | 0000- Xxxxx Xxxxxxxxx, XX | 0000 Xxxxxxxxxx Xxxx., Xxxxx Xxxxxxxxx, XX 00000 |
27. | 0000- Xxxxx Xxxxxxxxxx, Xxxxxxxxxx, XX | 0000 Xxx Xxxx Xxxx., Xxxxxxxxxx, XX 00000 |
28. | 0000- Xxx Xxxx Xxxxxx, Xxxxxxxxxx, XX | 0000 Xxxxxxxx, Xxxxxxxxxx, XX 00000 |
29. | 0000- Xxxxxxxx Xxxxxx, Xxxxxxxx, XX | 000 X. Xxxxxxxx Xxxx., Xxxxxxxx, XX 00000 |
30. | 0000- Xxxx-Xxxxxxx Xxxxxx, Xxx Xxxxxxx, XX | 0000 X. Xxxxxxx Xxxx., Xxx Xxxxxxx, XX 00000 |
31. | 0000- Xxxx Xxxx, Xxxxxx, XX | 000 X. Xxxxx Xxxxxx, Xxxxxx, XX 00000 |
32. | 0000- Xxx Xxxxx Xxxxxx, Xxx Xxxxx, XX | 000 Xxxx Xxxxxx, Xxx Xxxxx, XX 00000 |
33. | 0000- Xxxxxxx Xxxx Xxxxxx, Xxxxxxx, XX | 0000 Xxxx Xxxxxx, Xxxxxxx, XX 00000 |
34. | 0000- Xxxxxxxxx Xxxx, Xxxxxxxxx, XX | 0000 00xx Xxxxxxx Xxxxxxxxx, XX 00000 |
35. | 0000- Xxxxxxx Xxxx Xxxxxx, Xxxxxxx, XX | 000 Xxxx Xxxxxxx Xxxxxxx, XX 00000 |
36. | 0000- Xxx Xxxxxxxxxx Xxxx, XX | 000 X. X Xxxxxx, Xxx Xxxxxxxxxx, XX 00000 |
37. | 0000- Xxxxx Xxxxxxx, XX | 000 Xxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000 |
38. | 0000- Xxxxx Xxxxx Xxxxxx, XX | 000 Xxxx Xxxxxx Xxxx, Xxxxx Xxxxx, XX 00000 |
No. | Property Number/Name | Property Address |
39. | 0000- Xxxxxxxxx, Xxxxxxx Xxxxx, XX | 00000-00000 Xxxxxxxxx Blvd., Xxxxxxx Xxxxx, XX 00000 |
40. | 0000- Xxxxxxxxx-Xxxx, Xxxxxxxxxxx, XX | 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000 |
41. | 0000-Xxxxxxxx Xxxx Xxxxxx, XX [SP] | 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxxx, XX |
42. | 0000- Xxxxxxxxx Xxxx, XX | 000 X. Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 |
43. | 0000- Xxxxxxxx Xxxxxxx, XX | 0000 Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000 |
44. | 0000- Xxxxxxx Xxxx Xxxxxx, XX | 0000 X. Xxxxxxxx, Xxxxxxx, XX 00000 |
45. | 0000- Xxxxxxxx Xxxxxx, XX | 0000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000 |
46. | 0000- Xxxxxx-Xxxxx Xxxx, Xxxx Xxxxx, XX | 000 X. Xxxxxx Xxxxxx, Xxxx Xxxxx, XX 00000 |
47. | 0000- Xxxx Xxxx Xxxxxx, Xxxx Xxxx, XX | 0000 Xxxxx Xxxxx Xxxx, Xxxx Xxxx, XX 00000 |
III. | FLORIDA (24 Properties) | |
48. | 0000- Xxxxxxx Xxxx, Xxxxx, XX | 0000 Xxxxxxx Xxxx Xxxx, Xxxxx, XX 00000 |
49. | 0000- Xxxxxxxx- Xxxx Xxxxxxxx, XX | 000 X. Xxxxxxx 00, Xxxxxxxx, XX 00000 |
50. | 0000- Xxxxxxx, Xxxxxxxxx, XX [SP] | 0000 Xxxxx Xxxx., Xxxxxxxxx, XX 00000 |
51. | 0000- Xxxx xx Xxx- Xxxx, Xxxxxxxxxx, XX | 000 Xxxx xx Xxx Xxxx., Xxxxxxxxxx, XX 00000 |
52. | 0000- Xxxxxxxxxx Xxxxx, XX [SP] | 000 X. Xxxxxxxxxx Xxxx., Xxxxxxxxxx, XX 00000 |
53. | 0000- Xxxxxxxxxxxx #000, XX | 0000 Xxxxxxxxx Xxxx., Xxxxxxxxxxxx, XX 00000 |
54. | 0000- Xxxxxxxxxxxx #000, XX | 0000 Xxxxxxxxx Xxxx., Xxxxxxxxxxxx, XX 00000 |
55. | 0000- Xxxxxxxxxxxx #000, XX | 0000 Xxxxxxxxx Xxxx., Xxxxxxxxxxxx, XX 00000 |
56. | 0000- Xxxxxxxxxxxx #0, XX | 0000 Xxxxxxxxx Xxxx., Xxxxxxxxxxxx, XX 00000 |
57. | 0000- Xxxxxxxxxxxx #0, XX | 0000 Xxxxxxxxx Xxxx., Xxxxxxxxxxxx, XX 00000 |
58. | 0000- Xxxxxxxxxxxx #0, XX | 0000 Xxxxxxxxx Xxxx., Xxxxxxxxxxxx, XX 00000 |
59. | 0000- Xxxxxxxxxxxx #0, XX | 0000 Xxxxxxxxx Xxxx., Xxxxxxxxxxxx, XX 00000 |
No. | Property Number/Name | Property Address |
60. | 0000- Xxxxxxxxxxxx Xxxxx, XX | 0000 Xxxxxxxxx Xxxx., Xxxxxxxxxxxx, XX 00000 |
61. | 0000- Xxxxxxxxxxxx Xxxxx, XX | 0000 Xxxxxxxxx Xxxx., Xxxxxxxxxxxx, XX 00000 |
62. | 5073- Jacksonville Schl FL | 0000 Xxxxxxxxx Xxxx., Xxxxxxxxxxxx, XX 00000 |
63. | 0000- Xxxxxxxxxx Xxxxx, XX [SP] | 0000 X. Xxxxxxx Xxxxxxx, XxxxxxxxxxXxxxx, XX 00000 |
64. | 0000- Xxxxx Xxxxxxx- Xxxx Xxxxxxxx, XX | 0 X. 00xx Xxxxxx, Xxxxxxx, XX 00000 |
65. | 0000- Xxxxx Xxxxxxxx, Xxxxx, XX [SP] | 00 X.X. 0xx Xxxxxx, Xxxxx, XX 00000 |
66. | 0000- Xxxxx, Xxxxxx, XX | 000 X. Xxxxxxx Xxxxxxx, Xxxxxx, XX 00000 |
67. | 0000- Xxxx Xxxxxxxxx-Xxxx Xxxxxxxx, , XX | 00000 Xxxxx Xxxx., Xxxx Xxxxxxxxx, XX 00000 |
68. | 0000- Xxx Xxxx- Xxxx, Xxxxxxxxxxxx, XX | 0000 Xxxxxxxxxx Xxxx. Xxxx, Xxxxxxxxxxxx, XX 00000 |
69. | 0000- Xxxxx Xxxxxx XXX, Xxxxx Xxxxx, XX | 00000 X.X. 00xx Xxxxxx, Xxxxx Xxxxx, XX 00000 |
70. | 0000- Xxxxxxxxx Xxxx, Xxxxx, XX | 000 X. Xxxxxxxxx Xxxx., Xxxxx, XX 00000 |
71. | 0000 - Xxxxxx Xxxx, Xxxxxx Xxxx, XX | 000 X. Xxxxxxx Xxxxxx, Xxxxxx Xxxx, XX 00000 |
IV. | GEORGIA (4 Properties) | |
72. | 0000- Xxxx Xxxxxx, Xxxxxxxx, XX | 00 Xxxx Xxxxxx, Xxxxxxxx, XX 00000 |
73. | 0000- Xxxxxxxx Xxxx, XX [SP] | 000 X. Xxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000 |
74. | 0000- Xxxxxx Xxxx Xxxxxxxx, XX [SP] | 000 X. Xxxxx Xxxxxx, Xxxxxx, XX 00000 |
75. | 0000- Xxxxxxxx Xxxx, Xxxxxxxx, XX [HFS] | 000 X. Xxxx Xxxxxx, Xxxxxxxx, XX 00000 |
V. | ILLINOIS (1 Property) | |
76. | 0000- Xxxx xx Xxxxxxx, Xxxxxxx, XX | 000 X. Xx Xxxxx Xxxxxx, Xxxxxxx, XX 00000 |
VI. | KANSAS (2 Properties) | |
77. | 0000- Xxxxxxx, Xxxxxxxx Xxxx, XX [SP] | 0000 Xxxxxxx Xxxx, Xxxxxxxx Xxxx, XX 00000 |
78. | 0000- Xxxx Xx., Xxxxxxxxxxxx, XX [SP] | 00 X. Xxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000 |
No. | Property Number/Name | Property Address |
VII. | MARYLAND (2 Properties) | |
79. | 0000- Xxxxxxxxx Xxxxxx, XX | 00 Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 |
80. | 0000- Xxxxxxxxxxxx, Xxxxxxxxx, MD | 0000-0000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 |
VIII. | MISSOURI (12 Properties) | |
81. | 0000- Xxxxxxxx Xxxxxxxx-Xxxx Xxxxxxxx, XX | 000 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000 |
82. | 0000- Xxxxxxx Xxxxxxx, Xx. Xxxxx, XX | 0000 X. Xxxxxxxxx Xxxx., Xx. Xxxxx, XX 00000 |
83. | 0000- Xxxxxxxx Xxxxxxxx, Xxxxx, XX [SP] | 000 X. 0xx Xxxxxx, Xxxxx, XX 00000 |
84. | 5106- Florissant Facility, MO [SP] | 000 Xxx Xxxxx Xxxxxxxx, Xxxxxxxxxx, XX 00000 |
85. | 0000- Xxxxxxx-Xxxx, Xx. Xxxxx, XX | 0000 Xxxxxxx Xxxxxx, Xx. Xxxxx, XX 00000 |
86. | 0000- Xxxxxxxxxxxx Xxxxxx, XX [SP] | 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000 |
87. | 0000- Xxxxxxxxx Xxxxxxxx-Xxxx, XX [SP] | 0000 Xxxx Xxxxxx, Xxxxxxxxx, XX 00000 |
88. | 0000- Xxxxxx Xxxxxxxx, Xxxxxx, XX [HFS] | 000 X. Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000 |
89. | 0000- Xxx Xxxxxxx, X. Xxxxxx Xxxx, XX [SP] | 0000 X. Xxx Xxxxxxxxxx, X. Xxxxxx Xxxx, XX 00000 |
90. | 0000- Xxxxxxxx Xxxxxxxx-Xxxx Xxxxxxxx, XX | 000 XxXxxxx Xxxxxx, Xxxxxxxx, XX 00000 |
91. | 0000- Xxxxx Xxxxxxxxx- Xxxx, Xxxxxxxxxxx, XX | 0000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000 |
92. | 0000- Xxxx Xxxxxxxx-Xxxx, Xxxxxxxxxxx, XX | 000 X. Xxxxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000 |
IX. | NORTH CAROLINA (1 Property) | |
93. | 5116- 000 X Xxxxx-Xxxxx, Xxxxxxxxx, XX | 000 X. Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 |
X. | NEW MEXICO (1 Property) | |
94. | 5117- Albuquerque Op Ctrm NM [SP] | 000 0xx Xxxxxx X.X., Xxxxxxxxxxx, XX 00000 |
XI. | OKLAHOMA (2 Properties) | |
No. | Property Number/Name | Property Address |
95. | 0000- Xxxxxxx- Xxxx Xxxxxxxx, Xxxxx, XX [SP] | 0000 X. Xxxxxxx Xxxxx, Xxxxx, XX 00000 |
96. | 0000- Xxxxxxxx Xxxx, Xxxxxxxx, XX [SP] | 000 X. Xxxxxxxx, Xxxxxxxx, XX 00000 |
XII. | SOUTH CAROLINA (1 Property) | |
97. | 0000- Xxxxx Xxxx Xxxxxx, Xxxxx, XX [SP] | 000 Xxxxxxx Xxxxxx, Xxxxx, XX 00000 |
XIII. | TENNESSEE (1 Property) | |
98. | 0000- Xxxxxxxxxxxx Xxxx, XX [SP] | 000 X. Xxxx Xxxxxx, Xxxxxxxxxxx, XX 00000 |
XIV. | TEXAS (10 Properties) | |
99. | 0000-Xxxxxxx Xxxx, XX [HFS] | 000 X. Xxxxxxxxxx Xxxxxx, Xxxxxxx Xxxx, XX 00000 |
100. | 0000- Xxxxxxxxx- Xxxx Xxxxxxxx, XX [HFS] | 0 Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 |
101. | 5128-Carrollton-Mn Building, TX | 0000 X. Xxxxx Xxxx, Xxxxxxxxxx, XX 00000 |
102. | 5130- Denison, TX [HFS] | 000 X. Xxxx Xxxxxx, Xxxxxxx, XX 00000 |
103. | 0000- Xxxxx Xxxxxxx- Xxxx, XX [HFS] | 000 X. Xxxxx Xxxxxx, Xxxxx, XX 00000 |
104. | 0000- Xxxx Xxx Xxxxx-Xxxx, Xxx Xxxxxxx, XX | 0000 X. Xxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 |
105. | 0000- Xxxx Xxxxx Xxxx- Xxxx, XX [HFS] | 0000 X. Xxxxxxxxx Xxxxxx, Xxxx Xxxxx, XX 00000 |
106. | 0000- Xxxxxxxxxxx, Xxxxxxx, XX | 00000 Interstate 00 Xxxxx, Xxxxxxx, XX 00000 |
107. | 0000- Xxxxxxx Xxxx Xxxxxxxx, Xxxxxxx, XX | 0000 X. Xxxxxx Xxxxxx, Xxxxxxx, XX 00000 |
108. | 0000- Xxxxx Xxxxxxxx, XX [HFS] | 000 X. Xxxxxxxxx Xxxxxx, Xx. Xxxxxxxx, XX 00000 |
XV. | VIRGINIA (1 Property) | |
109. | 0000- Xxx Xxxxxxx, Xxxxxxx, XX [SP] | 0 X. Xxxxxx Xxx, Xxxxxxx, XX 00000 |
XVI. | WASHINTON (1 Property) | |
110. | 0000- Xxxxxxxx Xxxxxxxx/XX, XX | 000 X. Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000 |
No. | Property Number/Name | Property Address |
111. | 0000- Xxxxxxxxxx, XX | 000 X. Xxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 |
112. | 5149- Xxxxxxxxx, XX | 0000 0xx Xxxxxx, Xxxxxxxxx, XX 00000 |
113. | 0000- Xxxxxxxx-Xxxx Xxxxxxxx, XX | 0000 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000 |
114. | 0000- Xxxxxxx Xxxxxxxx, XX | 0000 X. Xxxxxx Xxxx, Xxxxxxx, XX 00000 |
115. | 0000- Xxxxx Xxxxx Xxxx Xxxxxxxx, XX | 000 X. Xxxx Xxxxxx, Xxxxx Xxxxx, XX 00000 |
EXHIBIT B
Closing Agreement
[see attached]
Execution
CLOSING AGREEMENT
KBS ACQUISITION SUB-OWNER 2, LLC
(“KBS SELLER”)
GPT GIG BOA PORTFOLIO HOLDINGS LLC
(“JV BUYER”)
GPT GIG BOA PORTFOLIO HFS OWNER LLC
(“HFS PROPERTY OWNER”)
GPT GIG BOA PORTFOLIO OWNER LLC
(“BORROWER / JPM PROPERTY OWNER”)
GPT GIG BOA DEFEASANCE POOL HOLDINGS LLC
(“DEFEASANCE POOL ASSIGNEE”)
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
(“NEW LENDER”)
KBS REIT PROPERTIES, LLC, KBS ACQUISITION SUB-OWNER 5, LLC, KBS ACQUISITION SUB-OWNER 6, LLC, KBS ACQUISITION SUB-OWNER 7, LLC and KBS ACQUISITION SUB-OWNER 8, LLC
(individually and collectively “KBS MEZZ BORROWER”)
GRAMERCY LOAN SERVICES LLC,
GRAMERCY INVESTMENT TRUST and
XXXXXXXX COMMERCIAL FUNDING XI LLC
(“MEZZANINE LENDER PARTIES”)
FIRST AMERICAN TITLE INSURANCE COMPANY
(“TITLE COMPANY / ESCROW AGENT”)
CLOSING AGREEMENT
THIS CLOSING AGREEMENT (this “Closing Agreement”) dated as of December 6, 2012, (the “Effective Date”) together with its exhibits, contains the agreement of the undersigned parties (individually, a “Party”, and collectively, the “Parties”) to consummate the transactions described herein and in connection therewith for the Escrow Agent: (i) to issue the policies of title insurance as more fully set forth herein, (ii) to act as document escrow agent in respect of the Transactions (as hereinafter defined) and (iii) to act as funds escrow agent for the Transactions.
A. Overview of Transactions
Upon satisfaction of the conditions set forth herein, the following transactions shall be effectuated concurrently on December 6, 2012 (the “Closing Date”) but will be deemed to occur in the order set forth below (individually, each a “Transaction”, and collectively, the “Transactions”):
1.Internal KBS Transfer. The transfer (the “Internal KBS Transfer”) by KBS Seller of sixty-seven (67) real properties set forth on Exhibit A (the “Finance Properties”) by deed from First States Investors 5000A, LLC (“First States Investors 5000A”) to Borrower, a wholly-owned subsidiary of KBS Seller.
2.Defeasance. Defeasance of First States Investors 5000A, LLC Loan Nos. 00-0000000, 00-0000000, 00-0000000, 00-0000000, 00-0000000, 00-0000000 and 00-0000000, involving the defeasance (the “Defeasance Transaction”) of the collateral pledged by First States Investors 5000A in connection with a loan to First States Investors 5000A in the original principal amount of $400,000,000.00 (the “First States Loan”) pursuant to the terms and conditions of that certain Loan and Security Agreement, dated as of June 30, 2003, between First States Investors 5000A and German American Capital Corporation. U.S. Bank National Association, as Successor Trustee to Bank of America, National Association, as Trustee, successor by merger to LaSalle Bank National Association, as trustee for GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through Certificates, Series 2003-C3, is acting for the benefit of the holders of the Notes issued in connection with the First States Loan in accordance with the applicable intercreditor agreements. Xxxxx Fargo Bank, N.A. (“Securities Intermediary”) is acting as securities intermediary for the defeasance of the First States Loan.
3.Chicago Sale Transaction. The sale (the “Chicago Sale Transaction”) by KBS Seller of the real property commonly known as 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (the “Chicago Property”) to SL 231 LaSalle LLC (the "Chicago Property Purchaser") pursuant to the terms and conditions of a Purchase and Sale Agreement (the “Chicago Purchase Agreement”) between KBS Seller and the Chicago Property Purchaser.
4.Charlotte Sale Transaction. The sale (the “Charlotte Sale Transaction”) by KBS Seller of the real property commonly known as 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx (the “Charlotte Property”) to Parkway Properties LP (the "Charlotte Property Purchaser") pursuant to the terms and conditions of a Purchase and Sale Agreement (the “Charlotte Purchase Agreement”) between KBS Seller and the Charlotte Property Purchaser.
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5.Mezzanine Loan Repayment. The repayment (the “Mezzanine Loan Repayment”) of the mezzanine loan made to KBS Mezz Borrower in the original principal amount of $38,980,245.08 pursuant to the terms and conditions of the Mezzanine Loan Agreement, dated August 17, 2012 (the “Mezzanine Loan Agreement”), between KBS Mezz Borrower and the Mezzanine Lender Parties (the full payoff amount in respect thereof, the “Mezzanine Loan Repayment Amount”).
6.JV Acquisition Transaction.
(a)The transfer by deed to HFS Property Owner of (i) forty-six (46) real properties set forth on Exhibit B (the “Held-for-Sale Properties”) from First States Investors 5000A and (ii) the parking lot property set forth on Exhibit B from GKK Independence Square Lot LLC (the “Parking Lot Owner”);
(b)The assignment by KBS Seller to JV Buyer of the membership interests in (i) Borrower/JPM Property Owner (“Membership Interest Transfer”); and
(c)The assignment by KBS Seller to Defeasance Pool Assignee of the membership interests in (i) First States Investors 5000A (after transfer of the Held-for-Sale Properties pursuant to Paragraph A.6(a) above), (ii) the Parking Lot Owner and (iii) AFR Defeasance Pool 1, LLC (the “Defeasance Securities Owner”).
The foregoing transactions in this Paragraph A.6 are collectively referred to as the “JV Acquisition Transaction”.
7.New Loan Transaction. The mortgage loan made to Borrower from New Lender in the original principal amount of $200,000,000.00 (the “Mortgage Loan”) pursuant to the terms of the Loan Agreement, dated as of the Closing Date, between Borrower and New Lender (the “New Loan Transaction”).
B. Receipt of Transaction Documents
By execution and delivery of this Closing Agreement, on the Effective Date, (x) each Party represents and agrees that it has executed and delivered to Escrow Agent the applicable documents listed below in respect of each Transaction to which it is a party, and (y) Escrow Agent represents and agrees that it has received the following documents (the “Transaction Documents”):
1.The documents listed on Exhibit C attached hereto relating to the Internal KBS Transfer (the “Internal KBS Transfer Documents”).
2.The documents listed on Exhibit E attached hereto evidencing the repayment of the Mezzanine Loan (the “Mezzanine Loan Repayment Documents”).
3.The documents listed on Exhibit F attached hereto relating to the JV Acquisition Transaction (the “JV Acquisition Closing Documents”).
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4.The documents listed on Exhibit G relating to the New Loan Transaction (the “New Loan Closing Documents”; and together with the Internal KBS Transfer Documents, the Defeasance Closing Documents, the Mezzanine Loan Repayment Documents and the JV Acquisition Closing Documents, collectively, the “Closing Documents”).
In addition to the Closing Documents, Escrow Agent represents and agrees that pursuant to separate written closing and escrow instructions it has received and is holding (i) certain documents listed on Exhibit D relating to the Defeasance Transaction (the “Defeasance Closing Documents”), (ii) certain documents listed on Exhibit H relating to the Chicago Sale Transaction (the “Chicago Sale Closing Documents”) and (iii) certain documents listed on Exhibit I relating to the Charlotte Sale Transaction (the “Charlotte Sale Closing Documents”).
C. Escrow Agent Confirmation
By execution and delivery of this Closing Agreement, Escrow Agent represents and agrees as follows:
5.Escrow Agent has confirmed that (i) it has received evidence of a trade confirmation from the Securities Intermediary with respect to the delivery of United States government securities set forth on Exhibit J (the “Defeasance Collateral”), subject to payment for the Defeasance Collateral in the amount (the “Defeasance Collateral Purchase Price”) identified as “Due to Securities Intermediary” on Exhibit N attached hereto (the “Closing Statement”).
6.Escrow Agent has confirmed that the Closing Documents, as well as the Chicago Sale Closing Documents and the Charlotte Sale Closing Documents, are fully and properly signed, dated, acknowledged, attested and witnessed, as required by law, and that those among them that are to be filed and/or recorded in the public records are in proper form for filing and/or recording, as applicable, and include complete and accurate property descriptions and all other exhibits that are necessary for filing and/or recording.
7.Escrow Agent has confirmed that all title matters and information required in connection with the Transactions have been confirmed to the date hereof. Subject to receipt of the Title Charges (defined in Paragraph C.4 below), Title Company is unconditionally prepared to issue, and hereby irrevocably commits to issue, the following title insurance policies in the form of the marked pro forma policies issued on or prior to the date hereof (collectively, the “Policies”):
(a)To HFS Property Owner, ALTA owner's policies of title insurance dated as of the recording date of each applicable deed insuring the ownership of each of the Held-for Sale Properties for the insured amounts indicated on Exhibit K (each, a “HFS Property Owner's Policy” ).
(b)To JPM Property Owner, ALTA owner's policies of title insurance dated as of the recording date of each applicable deed insuring the ownership of each of the Finance Properties for the insured amounts indicated on Exhibit L (each, a “JPM Property Owner's Policy” ).
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(c)To New Lender, ALTA loan policies of title insurance dated as of the recording date of each applicable security instrument insuring the priority of the lien of New Lender encumbering each of the Finance Properties for the insured amount indicated on Exhibit M (each, a “New Lender's Mortgage Loan Policy”). Escrow Agent agrees that it will separately confirm with New Lender's counsel the form of each New Lender's Mortgage Loan Policy and all of the endorsements attached thereto prior to the Closing Date and irrevocably agrees that each New Lender's Mortgage Loan Policy and all of the endorsements attached thereto shall be in the form agreed to between Escrow Agent and New Lender's counsel.
8.The issuance of the foregoing Policies is subject to receipt by Escrow Agent of certain amounts indicated on the Closing Statement, which amounts, Escrow Agent has determined will fully pay for (i) all documentary, recording, filing and related taxes and charges and other expenses of the Title Company in connection with the Closing Documents, (ii) amounts required to be paid to the KBS Seller and third parties to cause the state of title to be as described in each of the Policies, as applicable, (iii) the premiums payable to the Title Company for the issuance of the Policies, in addition to the other charges and reimbursements shown on the Closing Statement as being payable to Escrow Agent (collectively, the “Title Charges”), and (iv) the amounts that are required to be paid to close the Defeasance Transaction.
9.Escrow Agent has confirmed receipt from Chicago Property Purchaser on the Effective Date of the sum of $94,720,334.07 (the “Chicago Property Purchaser's Funds”) in its segregated escrow account described on Exhibit O hereto (the “Escrow Account”).
10.Escrow Agent hereby confirms receipt from Charlotte Property Purchaser on the Effective Date of the sum of $45,801,034.86 (“Charlotte Property Purchaser's Funds”) in the Escrow Account.
11.Escrow Agent hereby confirms receipt from Borrower on the Effective Date of the sum of $102,911,840.31 (“Borrower Funds”), in the Escrow Account.
D. Closing Date Events
12.On the Closing Date, upon telephonic confirmation from each of the Parties, as well as the Chicago Property Purchaser and the Charlotte Property Purchaser, that each such party has authorized the Escrow Agent to close, New Lender will wire to the New York, New York office of Escrow Agent pursuant to the wiring instructions described on the Closing Statement the net loan proceeds after payment of certain Borrower costs, and identified as “Due to Title Company” on the Closing Statement (the “New Lender's Funds”; and together with the Chicago Property Purchaser's Funds, the Charlotte Property Purchaser's Funds, and the Borrower Funds, the “Closing Funds”), and Borrower agrees with New Lender that New Lender's Funds, when so wired by New Lender, will be regarded for all purposes under the applicable New Loan Closing Documents as having been advanced directly to Borrower, and Borrower shall pay all interest and other payments with respect to such amounts from the date the same are wired that are required pursuant to the New Loan Closing Documents.
13.Upon receipt by Escrow Agent of the New Lender's Funds, the Parties irrevocably instruct Escrow Agent, and Escrow Agent agrees, to disburse (i) the Defeasance
5
Collateral Purchase Price to the Securities Intermediary, in accordance with the Closing Statement and (ii) the remaining Closing Funds as follows:
(a)To pay the invoices identified under the heading “Disbursements Paid” in accordance with the Closing Statement;
(b)To pay Title Company the Title Charges (without duplication of amounts paid pursuant to clause (a)); and
(c)To pay KBS Seller the amount that is identified on line 610 of the Closing Statement as “Cash to Seller” in accordance with the Closing Statement, which amount is net of the Mezzanine Loan Repayment Amount.
Escrow Agent acknowledges and agrees that upon disbursement of the Closing Funds in accordance with the foregoing, the premiums for the Policies will have been paid in full and the Policies referred to in Paragraph C.3(c) above shall constitute and be effective as New Lender's title insurance policy until New Lender's receipt of each original New Lender's Mortgage Loan Policy.
14. Upon confirmation by the Securities Intermediary that the Defeasance Collateral Purchase Price has been received and disbursement of the Closing Funds in accordance with Paragraph D.2, and receipt by Escrow Agent of Fed Reference Numbers relating to such disbursements, the parties hereto irrevocably instruct Escrow Agent, and Escrow Agent agrees:
(a)To record the Closing Documents in the appropriate recording offices in the following order:
1. Deeds evidencing Internal KBS Transfer;
2. Release of First States Mortgage Loan;
3. UCC-3 Termination Statement for Mezzanine Loan Repayment;
4 (a) Deed evidencing Chicago Sale Transaction;
(b) Deed evidencing Charlotte Sale Transaction;
(c) Deeds evidencing JV Acquisition Transaction; and
5. The security instruments for the New Loan Transaction in the order as set forth on Exhibit G hereto.
(b)To unconditionally issue the Policies.
(c)To deliver the Closing Documents as follows:
1. | Disburse equal numbers of counterparts of Defeasance Closing Documents to each of KBS Seller, JV Buyer, Berkadia Commercial Mortgage LLC, as servicer for the First States Loan, and Securities Intermediary; |
2. | Disburse equal numbers of counterparts of JV Acquisition Closing Documents to each of KBS Seller and JV Buyer; |
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3. | Disburse equal numbers of counterparts of Mezzanine Loan Repayment Documents to Mezzanine Lender Parties and KBS Mezz Borrower; |
4. | Disburse equal numbers of counterparts of Chicago Sale Documents in accordance with the separate escrow instructions; and |
5. | Disburse equal numbers of counterparts of Charlotte Sale Documents in accordance with the separate escrow instructions. |
E. Miscellaneous
15.Notwithstanding anything in the foregoing to the contrary, in the event Escrow Agent has not received the New Lender's Funds and disbursed the Closing Funds in accordance with this Agreement no later than 4:00 p.m. Eastern Standard Time on December 7, 2012, Escrow Agent shall initiate wires returning the Closing Funds to the Party from whom it received such Closing Funds in accordance with each such Party's instructions to Escrow Agent.
16.If Escrow Agent initiates wires to make the disbursements pursuant to Paragraph E.1, Escrow Agent shall, within two (2) business days after initiating such wires, return all executed signature pages to the Party from whom received.
17.Escrow Agent will direct the applicable recording offices to deliver the original filed and/or recorded Closing Documents by return mail to the person indicated thereon, and will promptly deliver to the applicable Party any such original filed and/or recorded Closing Documents that are delivered to Escrow Agent. In addition, Escrow Agent will deliver to such Party, with copies to counsel for all other applicable Parties, original recording receipts, as available.
18.When available (but not more than forty-five (45) days from the date hereof) Escrow Agent shall deliver each New Lender's Mortgage Loan Policy via overnight courier to New Lender.
19.Escrow Agent agrees to keep all information it receives in connection with this transaction strictly confidential, unless disclosure is required by law.
20.This Closing Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to conflict of law principles.
21.This Closing Agreement may be executed in counterparts (including by facsimile or PDF), all of which taken together will constitute one instrument.
[Signatures appear on following page.]
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Please execute below acknowledging your acceptance of and agreement to be strictly bound by these terms and conditions.
Very truly yours,
[SIGNATURE PAGE TO CLOSING AGREEMENT]
KBS ACQUISITION SUB-OWNER 2, LLC,
a Delaware limited liability company
By: | KBS ACQUISITION SUB, LLC, |
a Delaware limited liability company,
its sole member
By: | KBS ACQUISITION HOLDINGS, LLC, |
a Delaware limited liability company,
its sole member
By: | KBS GKK PARTICIPATION HOLDINGS I, LLC, |
a Delaware limited liability company,
its sole member
By: | KBS DEBT HOLDINGS, LLC, |
a Delaware limited liability company,
its sole member
By: | KBS LIMITED PARTNERSHIP, |
a Delaware limited partnership,
its manager
By: |
a Maryland corporation,
its sole general partner
By: | /s/ Xxxxx X. Xxxxxx |
Xxxxx X. Xxxxxx,
Chief Financial Officer
[SIGNATURE PAGE TO CLOSING AGREEMENT]
JPM PROPERTY OWNER/BORROWER:
GPT GIG BOA PORTFOLIO OWNER LLC, a Delaware limited liability company,
By: | KBS ACQUISITION SUB-OWNER 2, LLC, |
a Delaware limited liability company
By: | KBS ACQUISITION SUB, LLC, |
a Delaware limited liability company,
its sole member
By: | KBS ACQUISITON HOLDINGS, LLC, |
a Delaware limited liability company,
its sole member
By: | KBS GKK PARTICIPATION HOLDINGS I, LLC, |
a Delaware limited liability company,
its sole member
By: | KBS DEBT HOLDINGS, LLC |
a Delaware limited liability company,
its sole member
By: | KBS LIMITED PARTNERSHIP, |
a Delaware limited partnership,
its manager
By: | KBS REAL ESTATE INVESTMENT |
TRUST, INC.,
a Maryland corporation, its sole general
partner
By: | /s/ Xxxxx X. Xxxxxx |
Xxxxx X. Xxxxxx,
Chief Financial Officer
[SIGNATURE PAGE TO CLOSING AGREEMENT]
JV BUYER:
GPT GIG BOA PORTFOLIO HOLDINGS LLC,
a Delaware limited liability company
By: | /s/ Xxxxxxxx X. Xxxxxx |
Name: | Xxxxxxxx X. Xxxxxx |
Title: | Authorized Signatory |
[SIGNATURE PAGE TO CLOSING AGREEMENT]
HFS PROPERTY OWNER:
GPT GIG BOA PORTFOLIO HFS OWNER LLC,
a Delaware limited liability company
By: | /s/ Xxxxxxxx X. Xxxxxx |
Name: | Xxxxxxxx X. Xxxxxx |
Title: | Authorized Signatory |
[SIGNATURE PAGE TO CLOSING AGREEMENT]
DEFEASANCE POOL ASSIGNEE:
GPT GIG BOA DEFEASANCE POOL HOLDINGS LLC,
a Delaware limited liability company
By: | /s/ Xxxxxxxx X. Xxxxxx |
Name: | Xxxxxxxx X. Xxxxxx |
Title: | Authorized Signatory |
[SIGNATURE PAGE TO CLOSING AGREEMENT]
KBS MEZZ BORROWER:
KBS REIT PROPERTIES, LLC,
a Delaware limited liability company,
By: | KBS LIMITED PARTNERSHIP, |
a Delaware limited partnership,
its sole member
By: | KBS REAL ESTATE INVESTMENT TRUST, INC, |
a Maryland corporation, its general partner
By: | /s/ Xxxxx X. Xxxxxx |
Xxxxx X. Xxxxxx,
Chief Financial Officer
[SIGNATURE PAGE TO CLOSING AGREEMENT]
KBS MEZZ BORROWER:
KBS ACQUISITION SUB-OWNER 5, LLC,
KBS ACQUISITION SUB-OWNER 6, LLC,
KBS ACQUISITION SUB-OWNER 7, LLC,
KBS ACQUISITION SUB-OWNER 8, LLC,
each a Delaware limited liability company
By: | KBS ACQUISITION SUB, LLC, |
a Delaware limited liability company,
its sole member
By: | KBS ACQUISITION HOLDINGS, LLC, |
a Delaware limited liability company,
its sole member
By: | KBS GKK PARTICIPATION HOLDINGS I, LLC, |
a Delaware limited liability company,
its sole member
By: | KBS DEBT HOLDINGS, LLC, |
a Delaware limited liability company,
its sole member
By: | KBS LIMITED PARTNERSHIP, |
a Delaware limited partnership,
its manager
By: |
a Maryland corporation,
its sole general partner
By: | /s/ Xxxxx X. Xxxxxx |
Xxxxx X. Xxxxxx, Chief Financial Officer
[SIGNATURE PAGE TO CLOSING AGREEMENT]
MEZZANINE LENDER PARTIES: | |
GRAMERCY INVESTMENT TRUST, By: /s/ Xxxxxxxx X. Harris Name: Xxxxxxxx X. Harris Title: Authorized Signatory | GRAMERCY LOAN SERVICES LLC, By: /s/ Xxxxxxxx X. Harris Name: Xxxxxxxx X. Harris Title: Authorized Signatory |
[MEZZANINE LENDER PARTIES SIGNATURE PAGES CONTINUE ON NEXT PAGE]
[SIGNATURE PAGE TO CLOSING AGREEMENT]
MEZZANINE LENDER PARTIES:
XXXXXXXX COMMERCIAL FUNDING
XI LLC, a Delaware limited liability company
By: | /s/ Xxxxxx Xxxxxx |
Name: XXXXXX XXXXXX
Title: SECRETARY
[SIGNATURE PAGE TO CLOSING AGREEMENT]
TITLE COMPANY/ESCROW AGENT:
FIRST AMERICAN TITLE INSURANCE
COMPANY
By: | /s/ Xxxxx Xxxx |
Name: Xxxxx Xxxx
Title: Senior Underwriter
[SIGNATURE PAGE TO CLOSING AGREEMENT]
AGREED AND ACKNOWLEDGED:
KBS REIT PROPERTIES, LLC,
a Delaware limited liability company
By: | KBS LIMITED PARTNERSHIP, |
a Delaware limited partnership,
its sole member
By: | KBS REAL ESTATE INVESTMENT TRUST, INC, |
a Maryland corporation, its general partner
By: | /s/ Xxxxx X. Xxxxxx |
Xxxxx X. Xxxxxx,
Chief Financial Officer
[SIGNATURE CONTINUE ON NEXT PAGE]
[SIGNATURE PAGE TO CLOSING AGREEMENT]
NEW LENDER:
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION
By: | /s/ Xxxxxx X. Xxxxxxx |
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
[SIGNATURE PAGE TO CLOSING AGREEMENT]
EXHIBIT A
Finance Properties
1. | 0000- Xxxxxxxxx-Xxxx Xx, Xxxxxxx, XX |
2. | 0000- Xxxxxxxx-Xxxx Xx, Xxxxxxx, XX |
3. | 0000- Xxxxxxxx- Xxxx Xxx, Xxxxxxx, XX |
4. | 0000- XxXxxxxx- Xxxx Xxx, Xxxxxxx, XX |
5. | 0000- Xxxx Xxxx- Xx Xxxx, Xxxx, XX |
6. | 0000- Xxxxx Xxxxxxxx, Xxxxxxx, XX |
7. | 0000- Xxxxx- Xxxxxxxx, Xxxx Xxxxx, XX |
8. | 0000- Xxxxx, Xxxxxx, XX |
9. | 0000- Xxxxx & Xxxxxxx, Xxxxxx, XX |
10. | 0000- Xxxxxxxx Xxxxxx, Xxxxxxxx, XX |
11. | 0000- Xxxx Xxxxxxxxxxx, Xxxxxxxxxxx, XX |
12. | 0000- Xxxx Xxxxxxx Xxxxx Xxxxxxx, XX |
13. | 0000- Xx Xxxxxxx, XX |
14. | 0000- Xxxxxxxxx Xxxx, XX |
15. | 0000- Xxxxxx Xxxxx/Xxxxx, XX |
16. | 0000- Xxxxxxx Xxxx, XX |
17. | 0000- Xxxxxxxx Xxxx, XX |
18. | 0000- Xxxxxx Xxxxxx Xxxx, Xxxxxxx, XX [SP] |
19. | 0000- Xxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx, XX |
20. | 0000- Xxxxxxx Xxxxxxx, Xxx Xxxxxxx, XX |
21. | 0000- Xxxxxxx Xxxxxx, Xxxxxxx, XX |
22. | 0000- Xxxxx Xxxxxxxxx, XX |
23. | 0000- Xxxxx Xxxxxxxxxx, Xxxxxxxxxx, XX |
24. | 0000- Xxx Xxxx Xxxxxx, Xxxxxxxxxx, XX |
25. | 0000- Xxxx-Xxxxxxx Xxxxxx, Xxx Xxxxxxx, XX |
26. | 0000- Xxxxxx Xxxx, Xxxxxx, XX |
27. | 0000- Xxxxxxxxx Xxxx, Xxxxxxxxx, XX |
28. | 0000- Xxxxxxx Xxxx Xxxxxx, Xxxxxxx, XX |
29. | 0000- Xxx Xxxxxxxxxx Xxxx, XX |
30. | 5045- Santa Barbara, CA |
31. | 0000- Xxxxx Xxxxx Xxxxxx, XX |
32. | 0000- Xxxxxxxxx, Xxxxxxx Xxxxx, XX |
33. | 0000- Xxxxxxxxx-Xxxx, Xxxxxxxxxxx, XX |
34. | 0000- Xxxxxxxxx Xxxx, XX |
35. | 0000- Xxxxxxxx Xxxxxxx, XX |
36. | 0000- Xxxxxxx Xxxx Xxxxxx, XX |
37. | 0000- Xxxxxx-Xxxxx Xxxx, Xxxx Xxxxx, XX |
38. | 0000- Xxxxxxx Xxxx, Xxxxx, XX |
39. | 0000- Xxxx xx Xxx- Xxxx, Xxxxxxxxxx, Xx |
40. | 0000- Xxxxxxxxxxxx #000, XX |
41. | 0000- Xxxxxxxxxxxx #000, XX |
42. | 0000- Xxxxxxxxxxxx #000, XX |
43. | 0000- Xxxxxxxxxxxx #000, XX |
44. | 0000- Xxxxxxxxxxxx #000, XX |
45. | 0000- Xxxxxxxxxxxx #000, XX |
46. | 0000- Xxxxxxxxxxxx #000, XX |
47. | 0000- Xxxxxxxxxxxx Xxxxx, XX |
48. | 0000- Xxxxxxxxxxxx Xxxxx, XX |
49. | 0000- Xxxxxxxxxxxx Xxxx, XX |
50. | 0000- Xxxxx Xxxxxxx- Xxxx Xxxxxxxx, , XX |
51. | 0000- Xxxx Xxxxxxxxx-Xxxx Xxxxxxxx, , XX |
52. | 0000- Xxx Xxxx- Xxxx, Xxxxxxxxxxxx, XX |
53. | 0000- Xxxxx Xxxxxx XXX, Xxxxx Xxxxx, XX |
54. | 0000- Xxxxxxxxx Xxxx, Xxxxx, XX |
55. | 0000- Xxxx Xxxxxx, Xxxxxxxx, XX |
56. | 0000- Xxxxxxx, Xxxxxxxx Xxxx, XX [SP] |
57. | 0000- Xxxxxxxxx Xxxxxx, XX |
58. | 0000- Xxxxxxxxxxxx, Xxxxxxxxx, XX |
59. | 0000- Xxxxxxxx Xxxxxxxx-Xxxx Xxxxxxxx, XX |
60. | 0000- Xxxxx Xxxxxxxxx- Xxxx, Xxxxxxxxxxx, XX |
61. | 0000- Xxxx Xxxxxxxx-Xxxx, Xxxxxxxxxxx, XX |
62. | 0000- Xxxxxxxxxxx Xx Xxx, XX [SP] |
63. | 0000- Xxxxxxxxxx-Xx Xxxxxxxx, XX |
64. | 0000- Xxxxxxxxxxx, Xxxxxxx, XX |
65. | 0000- Xxxxxxx Xxxx Xxxxxxxx, Xxxxxxx, XX |
66. | 0000- Xxxxxxxxxx, XX |
67. | 0000- Xxxxxxx Xxxxxxxx, XX |
EXHIBIT B
Held-for-Sale Properties
1. | 0000- Xxxxxxxxx Xxxxxx-Xx, Xxxxxxx, XX |
2. | 0000- Xxxxxx, XX |
3. | 0000- Xxxxxxxxx Xxxx, XX |
4. | 0000- Xxxx Xxxxx Xxxxxxxxx, XX [SP] |
5. | 0000- Xxxxxxxx Xxxxxx, Xxxxxxxx, XX |
6. | 0000- Xxx Xxxxx Xxxxxx, Xxx Xxxxx, XX |
7. | 0000- Xxxxxxx Xxxx Xxxxxx, Xxxxxxx, XX |
8. | 0000- Xxxxxxxx Xxxx Xxxxxx, XX [SP] |
9. | 0000- Xxxxxxxx Xxxxxx, XX |
10. | 0000- Xxxx Xxxx Xxxxxx, XX |
11. | 0000- Xxxxxxxx- Xxxx Xxxxxxxx, XX |
12. | 0000- Xxxxxxx, Xxxxxxxxx, XX [SP] |
13. | 0000- Xxxxxxxxxx Xxxxx, XX [SP] |
14. | 0000- Xxxxxxxxxx Xxxxx, XX [SP] |
15. | 0000- Xxxxx Xxxxxxxx, Xxxxx, XX [SP] |
16. | 0000- Xxxxx, Xxxxxx, XX |
17. | 0000- Xxxxxx Xxxx, XX |
18. | 0000- Xxxxxxxx Xxxx, Xxxxxxxx, XX [HFS] |
19. | 0000- Xxxxxxxx Xxxx, XX [SP] |
20. | 0000- Xxxxxx Xxxx Xxxxxxxx, XX [SP] |
21. | 0000- Xxxx Xx., Xxxxxxxxxxxx, XX [SP] |
22. | 0000- Xxxxxxxx Xxxxxxxx-Xxxx Xxxxxxxx, XX |
23. | 0000- Xxxxxxx Xxxxxxx, Xx. Xxxxx, XX |
24. | 0000- Xxxxxxxx Xxxxxxxx, Xxxxx, XX [SP] |
25. | 5106- Florissant Facility, MO [SP] |
26. | 0000- Xxxxxxx-Xxxx, Xx. Xxxxx, XX |
27. | 0000- Xxxxxxxxxxxx Xxxxxx, XX [SP] |
28. | 0000- Xxxxxxxxx Xxxxxxx-Xxxx , XX [SP] |
29. | 5110- Mexico Facility, Mexico, MO [HFS] |
30. | 0000- Xxx Xxxxxxx, X. Xxxxxx Xxxx, XX [SP] |
31. | 0000- Xxxxxxx- Xxxx Xxxxxxxx, Xxxxx, XX [SP] |
32. | 0000- Xxxxxxxx Xxxx, Xxxxxxxx, XX [SP] |
33. | 0000- Xxxxx Xxxx Xxxxxx, Xxxxx, XX [SP] |
34. | 0000- Xxxxxxxxxxxx Xxxx, XX [SP] |
35. | 0000 Xxxxxxx Xxxx, XX [HFS] |
36. | 0000- Xxxxxxxxx- Xxxx Xxxxxxxx, XX [HFS] |
37. | 5130- Denison, TX [HFS] |
38. | 0000- Xxxxx Xxxxxxx- Xxxx, XX [HFS] |
39. | 0000- Xxxx Xxx Xxxxx-Xxxx, Xxx Xxxxxxx, XX |
40. | 0000- Xxxx Xxxxx Xxxx- Xxxx, XX [HFS] |
41. | 0000- Xxxxx Xxxxxxxx, XX [HFS] |
42. | 0000- Xxx Xxxxxxx, Xxxxxxx, XX [SP] |
43. | 0000- Xxxxxxxx Xxxxxxxx/XX, XX |
00. | 0000- Xxxxxxxxx, XX |
45. | 0000- Xxxxxxxx-Xxxx Xxxxxxxx, XX |
46. | 0000- Xxxxx Xxxxx Xxxx Xxxxxxxx, XX |
Parking Lot Property
1. 0000- Xxxxxxxxxxxx Xxxxxx, XX - 000 X. Xxxxx Xx. parking Lot
EXHIBIT C
Internal KBS Transfer Documents
(1) Finance Properties
1. | Xxxx of Sale from First States Investors 5000A |
2. | Lease Assignment and Assumption Agreement First States Investors 5000A and Borrower |
3. | Assignment and Assumption of Licenses, Contracts, Permits, Guaranties and Warranties from First States Investors 5000A |
4. | Assignment of Master Lease from First States Investors 5000A |
5. | For each Finance Property listed on Exhibit A, each of the following: |
a. | Deed for Internal KBS Transfer from First States Investors 5000A to Borrower |
b. | Satisfaction/Release of Combined Fee and Leasehold Multistate Mortgage, Deed to Secure Debt, Deed of Trust, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases, Rents and Security Deposits dated as of June 30, 2003, as amended and assigned, from First States Lender |
c. | UCC-3 Termination Statements for Delaware Secretary of State and local recording offices |
d. | Transfer Tax forms for Internal KBS Transfer from First States Investors 5000A and Borrower |
e. | Transfer Tax forms for Membership Interest Transfer from KBS Seller and JV Buyer |
f. | Title Affidavit from First States Investors 5000A |
6. | Assignment and Assumption of Ground Lease for 5004 Camelback-Bank AM (AZ), 5005 Catalina-Bank AM (AZ), 5006 Maricopa-Bank AM (AZ), 5007 XxXxxxxx-Bank AM (AZ), 5009 South Mountain (AZ), 0000 Xxxxxxx Xxxx (XX), 0000 Xxxxxx Xxxx (XX), 0000 Xxxxx Xxxxxxxxx-Xxxx (XX), 0000 Xxxxx Xxxxxxxxx-Xxxx (Lots 3, 4 and 5) (MO) and 5114 West Sunshine-Main (MO). |
7. | Assignment and Assumption of Parking Lease for 0000 Xxxxxxxxx Xxxx (XX). |
(2) Held For Sale Properties
1. | Xxxx of Sale from First States Investors 5000A |
2. | Lease Assignment and Assumption Agreement from First States Investors 5000A and HFS Property Owner |
3. | Assignment and Assumption of Intangible Property from First States Investors 5000A |
4. | For each Held For Sale Property listed on Exhibit B) |
a. | Deed for JV Acquisition Transaction from First States Investors 5000A, LLC to HFS Property Owner |
b. | Satisfaction/Release of Combined Fee and Leasehold Multistate Mortgage, Deed to Secure Debt, Deed of Trust, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases, Rents and Security Deposits dated as of June 30, 2003, as amended and assigned, from First States Lender |
c. | UCC-3 Termination Statements for Delaware Secretary of State and local recording offices |
d. | Transfer Tax forms for JV Acquisition Transfer from First States Investors 5000A and HFS Property Owner |
e. | Title Affidavit from First States Investors 5000A |
f. | New lease from Bank of America, N.A., as tenant, and HFS Property Owner, as landlord. |
5. | Assignment and Assumption of Ground Lease for 5003 Camelback Uptown-Mn (AZ), 5025 Inglewood Main (CA), 0000 Xxxxxxxx-Xxxx Xxxxxxxx (XX), 0000 Xxxxxxxx Facility (MO) and 5145 Aberdeen Building/BR (WA). |
6. | Assignment and Assumption of Parking Lease for 5145 Aberdeen Building/BR (WA). |
7. | Assignment of Memorandum of Understanding and Assumption Agreement for 5124 Murfreesboro Main (TN) |
(3) Parking Lot Property
1. | Parking Lot Property |
a. | Deed from GKK Independence Square Lot, LLC, to HFS Property Owner |
b. | Satisfaction/Release of Combined Fee and Leasehold Multistate Mortgage, Deed to Secure Debt, |
Deed of Trust, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases, Rents and Security Deposits dated as of June 30, 2003, as amended and assigned, from First States Lender
c. | UCC-3 Termination Statements for Delaware Secretary of State and local recording offices |
d. | Transfer Tax forms for transfer from GKK Independence Square Lot, LLC and HFS Property |
Owner
e. | Title Affidavit from First States Investors 5000A |
EXHIBIT D
Defeasance Closing Documents
1. | Defeasance Pledge and Security Agreement |
2. | Defeasance Account Agreement |
3. | Defeasance Assignment, Assumption and Release Agreement |
4. | Defeasance Certificate |
5. | Defeasance Waiver and Consent Agreement |
6. | Mortgage Release and/or Satisfaction for each of the Held For Sale Properties and Finance Properties |
7. | Termination of Assignment of Leases and Rent Releases for each of the Held For Sale Properties and Finance Properties |
8. | UCC-3 Termination Statements |
EXHIBIT E
Mezzanine Loan Repayment Documents
1. | Omnibus Termination of Security Documents |
2. | UCC-3 Termination Statements |
3. | Original, cancelled Note |
EXHIBIT F
JV Acquisition Closing Documents
1. | Assignment and Assumption of Interests |
2. | Resignation of managers, officers and/or directors of: |
a. | GPT GIG BOA Portfolio HFS Owner LLC |
b. | GKK Independence Square Lot, LLC |
c. | AFR Defeasance Pool 1A, LLC |
d. | GPT GIG BOA Portfolio Owner LLC |
3. | First Amendment to Agreement for Sale of Membership Interests |
4. | Representation and Indemnity Agreement |
5. | Representation Update Certificate |
6. | Instruction Letter from GKK to AST&T |
7. | Acknowledgment by AST&T |
8. | Stockholder Agreement |
9. | Letter agreement regarding stock |
EXHIBIT G
New Loan Closing Documents
1. | Mortgage and Security Agreements, Deed of Trust and Security Agreements and Deed to Secure Debt and Security Agreement, each as described on Schedule 1 attached hereto |
2. | ALRs, as described on Schedule 2 attached hereto |
3. | UCC-1 Financing Statements (counties where each Finance Property is located), as described on Schedule 3 attached hereto |
4. | UCC-1 Financing Statement (Delaware) |
5. | Termination of all existing UCC financing statements and assignments of rents |
6. | Termination of lockbox/clearing account agreement for prior loan |
7. | Satisfaction of all existing mortgages |
8.Bank of America's original signature page to the Master Tenant SNDA
SCHEDULE 1 TO EXHIBIT G
Mortgage and Security Agreements, Deed of Trust and Security Agreements and Deed to Secure Debt and Security Agreement
State | Description of Document | County |
Arizona | Fee and Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as grantor, to First American Title Insurance Company, as trustee, for the benefit of Lender | Maricopa County |
California | Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as grantor, to First American Title Insurance Company, as trustee, for the benefit of Lender | Fresno County |
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as grantor, to First American Title Insurance Company, as trustee, for the benefit of Lender | Xxxx County | |
Fee and Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as grantor, to First American Title Insurance Company, as trustee, for the benefit of Lender | Los Angeles County | |
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as grantor, to First American Title Insurance Company, as trustee, for the benefit of Lender | Monterey County | |
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as grantor, to First American Title Insurance Company, as trustee, for the benefit of Lender | Orange County | |
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as grantor, to First American Title Insurance Company, as trustee, for the benefit of Lender | Riverside County | |
State | Description of Document | County |
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as grantor, to First American Title Insurance Company, as trustee, for the benefit of Lender | Sacramento County | |
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as grantor, to First American Title Insurance Company, as trustee, for the benefit of Lender | San Bernardino County | |
Fee and Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as grantor, to First American Title Insurance Company, as trustee, for the benefit of Lender | San Diego County | |
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as grantor, to First American Title Insurance Company, as trustee, for the benefit of Lender | Santa Xxxxxxx County | |
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as grantor, to First American Title Insurance Company, as trustee, for the benefit of Lender | Santa Xxxxx County | |
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as grantor, to First American Title Insurance Company, as trustee, for the benefit of Lender | Ventura County | |
Florida | Multistate Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as mortgagor, to Lender | Charlotte County |
Multistate Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as mortgagor, to Lender | Xxxxx County | |
Multistate Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as mortgagor, to Lender | Hillsborough County | |
Multistate Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as mortgagor, to Lender | Miami-Dade County | |
State | Description of Document | County |
Multistate Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as mortgagor, to Lender | Pinellas County | |
Georgia | Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement by Borrower, as grantor, to Lender | Chatham County |
Kansas | Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as mortgagor, to Lender | Xxxxxxx County |
Maryland | Purchase Money Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as grantor, to Xxxxx X. Xxxxx, Esq. c/o First American Title Insurance Company, as trustee, for the benefit of Lender | Xxxx Arundel County |
Purchase Money Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as grantor, to Xxxxx X. Xxxxx, Esq. c/o First American Title Insurance Company, as trustee, for the benefit of Lender | Baltimore City | |
Missouri | Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as grantor, to Xxxxx Xxxxxxxx, as trustee, for the benefit of Lender | Xxxxxx County |
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as grantor, to Xxxxx Xxxxxxxx, as trustee, for the benefit of Lender | Pulaski County | |
New Mexico | Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as mortgagor, to Lender | Bernalillo County |
Texas | Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as grantor, to Xxxxx X. Xxxx, as trustee, for the benefit of Lender | Dallas County |
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as grantor, to Xxxxx X. Xxxx, as trustee, for the benefit of Lender | Xxxxxxxx County | |
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as grantor, to Xxxxx X. Xxxx, as trustee, for the benefit of Lender | Xxxxxxx County | |
State | Description of Document | County |
Washington | Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as grantor, to First American Title Insurance Company, as grantee/trustee, for the benefit of Lender | Spokane County |
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Borrower, as grantor, to First American Title Insurance Company, as grantee/trustee, for the benefit of Lender | Whatcom County | |
SCHEDULE 2 TO EXHIBIT G
ALRs
State | Description of Document | County |
Arizona | Assignment of Leases and Rents by Borrower, as assignor, to Lender | Maricopa County |
California | Assignment of Leases and Rents by Borrower, as assignor, to Lender | Fresno County |
Assignment of Leases and Rents by Borrower, as assignor, to Lender | Xxxx County | |
Assignment of Leases and Rents by Borrower, as assignor, to Lender | Los Angeles County | |
Assignment of Leases and Rents by Borrower, as assignor, to Lender | Monterey County | |
Assignment of Leases and Rents by Borrower, as assignor, to Lender | Orange County | |
Assignment of Leases and Rents by Borrower, as assignor, to Lender | Riverside County | |
Assignment of Leases and Rents by Borrower, as assignor, to Lender | Sacramento County | |
Assignment of Leases and Rents by Borrower, as assignor, to Lender | San Bernardino County | |
Assignment of Leases and Rents by Borrower, as assignor, to Lender | San Diego County | |
Assignment of Leases and Rents by Borrower, as assignor, to Lender | Santa Xxxxxxx County | |
Assignment of Leases and Rents by Borrower, as assignor, to Lender | Santa Xxxxx County | |
Assignment of Leases and Rents by Borrower, as assignor, to Lender | Ventura County | |
Georgia | Assignment of Leases and Rents by Borrower, as assignor, to Lender | Chatham County |
Kansas | Assignment of Leases and Rents by Borrower, as assignor, to Lender | Xxxxxxx County |
Missouri | Assignment of Leases and Rents by Borrower, as assignor, to Lender | Xxxxxx County |
Assignment of Leases and Rents by Borrower, as assignor, to Lender | Pulaski County | |
SCHEDULE 3 TO EXHIBIT G
UCC-1 Financing Statements (counties where each Finance Property is located)
State | Description of Document | County |
California | UCC-1 Financing Statement naming Borrower, as debtor, and Lender, as Secured Party | Fresno County |
UCC-1 Financing Statement naming Borrower, as debtor, and Lender, as Secured Party | Xxxx County | |
UCC-1 Financing Statement naming Borrower, as debtor, and Lender, as Secured Party | Los Angeles County | |
UCC-1 Financing Statement naming Borrower, as debtor, and Lender, as Secured Party | Monterey County | |
UCC-1 Financing Statement naming Borrower, as debtor, and Lender, as Secured Party | Orange County | |
UCC-1 Financing Statement naming Borrower, as debtor, and Lender, as Secured Party | Riverside County | |
UCC-1 Financing Statement naming Borrower, as debtor, and Lender, as Secured Party | Sacramento County | |
UCC-1 Financing Statement naming Borrower, as debtor, and Lender, as Secured Party | San Bernardino County | |
UCC-1 Financing Statement naming Borrower, as debtor, and Lender, as Secured Party | San Diego County | |
UCC-1 Financing Statement naming Borrower, as debtor, and Lender, as Secured Party | Santa Xxxxxxx County | |
UCC-1 Financing Statement naming Borrower, as debtor, and Lender, as Secured Party | Santa Xxxxx County | |
UCC-1 Financing Statement naming Borrower, as debtor, and Lender, as Secured Party | Ventura County | |
Georgia | UCC-1 Financing Statement naming Borrower, as debtor, and Lender, as Secured Party | Chatham County |
Kansas | UCC-1 Financing Statement naming Borrower, as debtor, and Lender, as Secured Party | Xxxxxxx County |
Maryland | UCC-1 Financing Statement naming Borrower, as debtor, and Lender, as Secured Party | Xxxx Arundel County |
UCC-1 Financing Statement naming Borrower, as debtor, and Lender, as Secured Party | Baltimore City | |
Missouri | UCC-1 Financing Statement naming Borrower, as debtor, and Lender, as Secured Party | Xxxxxx County |
UCC-1 Financing Statement naming Borrower, as debtor, and Lender, as Secured Party | Pulaski County | |
EXHIBIT H
Chicago Sale Closing Documents
1. | Special Warranty Deed |
2. | Xxxx of Sale |
3. | Assignment and Assumption of Leases |
4. | Assignment of Intangible Property |
5. | Transfer of Security Deposits/Letters of Credits |
6. | FIRPTA |
7. | Transfer Tax forms |
EXHIBIT I
Charlotte Sale Closing Documents
1. | Special Warranty Deed |
2. | Quitclaim Deed |
3. | Xxxx of Sale |
4. | Assignment and Assumption of Leases |
5. | FIRPTA |
6. | Transfer Tax forms |
EXHIBIT J
List of Defeasance Collateral
[see attached]
EXHIBIT K
Amounts of HFS Property Owner's Policies
[see attached]
EXHIBIT L
Amounts of JPM Property Owner's Policies
[see attached]
EXHIBIT M
Amounts of New Lender's Mortgage Loan Policy
See far right column of Exhibit L
EXHIBIT N
Closing Statement
[see attached]
GPT GIG BOA PORTFOLIO HOLDINGS LLC,
a Delaware limited liability company
By: | /s/ Xxxxxxxx X. Xxxxxx |
Name: | Xxxxxxxx X. Xxxxxx |
Title: | Authorized Signatory |
KBS ACQUISITION SUB-OWNER 2, LLC,
a Delaware limited liability company
By: | /s/ Xxxxx X. Xxxxxx |
Name: | Xxxxx X. Xxxxxx |
Title: | CFO |
GPT GIG BOA PORTFOLIO HOLDINGS LLC,
a Delaware limited liability company
By: | /s/ Xxxxxxxx X. Xxxxxx |
Name: Xxxxxxxx X. Xxxxxx
Title: Authorized Signatory
KBS ACQUISITION SUB-OWNER 2, LLC,
a Delaware limited liability company
By: | /s/ Xxxxx X. Xxxxxx |
Name: | Xxxxx X. Xxxxxx |
Title: | CFO |
EXHIBIT O
Escrow Account
[First American Escrow Account Information and No.]
[see attached]
