LOAN AGREEMENT (Non-Revolving) BETWEEN KBS INDUSTRIAL PORTFOLIO, LLC, a Delaware limited liability company, AS BORROWER, AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS LENDER Dated as of November 15, 2007 Loan No. 105237Loan Agreement • January 3rd, 2008 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • California
THIS LOAN AGREEMENT is dated as of November 15, 2007 (as amended, supplemented or modified from time to time, the “Agreement”) and is between KBS INDUSTRIAL PORTFOLIO, LLC, a Delaware limited liability company (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”).
LOAN AND SECURITY AGREEMENT (Mezzanine Loan)Loan and Security Agreement • January 3rd, 2008 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • Nevada
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of the 1st day of August, 2007, between VRP SUMMERHILL VILLAS HOLDINGS, LLC, a Delaware limited liability company (“Summerhill Borrower”) and VRP BAYSHORE CLUB HOLDINGS, LLC, a Delaware limited liability company (“Bayshore Borrower”; and, together with Summerhill Borrower, individually and collectively, “Borrower”) , each having an address c/o Artisan Real Estate Ventures, 423 West 55th Street, 10th Floor, New York, New York 10019 (collectively, jointly and severally, “Borrower”) and WACHOVIA BANK, NATIONAL ASSOCIATION, having an address at Wachovia Bank, National Association, Commercial Real Estate Services, 8739 Research Drive URP 4, NC 1075, Charlotte, North Carolina 28262 (“Lender”).
INTERCREDITOR AGREEMENT by and between WACHOVIA BANK, NATIONAL ASSOCIATION as Senior Lender and WACHOVIA BANK, NATIONAL ASSOCIATION, as Mezzanine Lender Dated as of August 1, 2007Intercreditor Agreement • January 3rd, 2008 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS INTERCREDITOR AGREEMENT (this “Agreement”), dated as of August 1, 2007 by and between WACHOVIA BANK, NATIONAL ASSOCIATION, having an address at Wachovia Bank, National Association, Commercial Real Estate Services, 8739 Research Drive URP 4, NC 1075, Charlotte, North Carolina 28262 (“Senior Lender”), and WACHOVIA BANK, NATIONAL ASSOCIATION, having an address at Wachovia Bank, National Association, Commercial Real Estate Services, 8739 Research Drive URP 4, NC 1075, Charlotte, North Carolina 28262 (“Mezzanine Lender”).
THIS MORTGAGE SECURES A NOTE WHICH PROVIDES FOR A VARIABLE INTEREST RATE MORTGAGE WITH ABSOLUTE ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILINGSecurity Agreement and Fixture Filing • January 3rd, 2008 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • Indiana
THE PARTIES TO THIS MORTGAGE WITH ABSOLUTE ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Mortgage”), made as of November 15, 2007, are KBS INDUSTRIAL PORTFOLIO, LLC, a Delaware limited liability company (“Mortgagor”), for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Mortgagee”).
MORTGAGE THIS MORTGAGE COVERS FIXTURES AND IS INTENDED TO BE FILED AS A UCC FINANCING STATEMENT WITH THE REGISTER OF DEEDS FOR WAYNE COUNTY, MICHIGAN THIS MORTGAGE IS ALSO A FUTURE ADVANCE MORTGAGE UNDER APPLICABLE MICHIGAN LAWKBS Real Estate Investment Trust, Inc. • January 3rd, 2008 • Real estate investment trusts
THE PARTIES TO THIS MORTGAGE (“Mortgage”), made as of November 15, 2007, are KBS INDUSTRIAL PORTFOLIO (MI), LLC, a Delaware limited liability company (“Mortgagor”), having an address of c/o KBS Capital Advisors LLC, 620 Newport Center Drive, Suite 1300, Newport Beach, CA 92660, and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Mortgagee”), having an address of 2030 Main Street, Suite 800, Irvine, CA 92614.
SECOND AMENDMENT TO PURCHASE AGREEMENT FOR REAL PROPERTY AND ESCROW INSTRUCTIONSPurchase Agreement • January 3rd, 2008 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
THIS SECOND AMENDMENT TO PURCHASE AGREEMENT FOR REAL PROPERTY AND ESCROW INSTRUCTIONS (this “Amendment”) dated as of November 30, 2007, is entered into between KBS SOUTH TOWNE, LLC, a Delaware limited liability company (“Buyer”), and WORKERS COMPENSATION FUND, a Utah corporation, formerly known as Workers Compensation Fund of Utah (“Seller”), with reference to the following recitals:
OMNIBUS ASSIGNMENTOmnibus Assignment • January 3rd, 2008 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (“Wachovia”), for good and valuable consideration, the receipt and sufficiency of which are acknowledged, as of the date hereof, hereby sells, transfers, assigns, delivers, sets-over and conveys to KBS Debt Holdings, LLC, a Delaware limited liability company, its successors and assigns (“Lender”), without recourse to Wachovia and without representation, warranties or covenants, express or implied, by Wachovia, except as set forth herein, all right, title and interest of Wachovia in and to the loan identified on Exhibit A attached hereto (the “Loan”), and Lender hereby irrevocably purchases and assumes the Loan from Wachovia, including, without limitation, all of Wachovia’s right, title and interest in any claims, collateral, insurance policies, demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to or with respect to the Loan, together with any other documents or ins
PURCHASE AND SALE AGREEMENT between JEROME L. RAPPAPORT, JR., AND JANET F. ASERKOFF, AS TRUSTEES OF RIVERTECH NOMINEE TRUST UNDER DECLARATION OF TRUST DATED JUNE 12, 2002, RECORDED WITH THE MIDDLESEX NORTH REGISTRY OF DEEDS IN BOOK 13197, PAGE 163 as...Purchase and Sale Agreement • January 3rd, 2008 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • Massachusetts
This Purchase and Sale Agreement (this “Agreement”) is made by and between Jerome L. Rappaport, Jr., and Janet F. Aserkoff, as Trustees of RIVERTECH NOMINEE TRUST u/d/t dated June 12, 2002, and recorded with the Middlesex North District Registry of Deeds in Book 13197, Page 163 (“Seller”) having an address at 60 State Street, Suite 1500, Boston, Massachusetts 02109, and KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Buyer”) having an address at 590 Madison Avenue, 26th Floor, New York, New York 10022.
THIS DEED OF TRUST SECURES A NOTE WHICH PROVIDES FOR A VARIABLE INTEREST RATE DEED OF TRUST WITH ABSOLUTE ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILINGSecurity Agreement and Fixture Filing • January 3rd, 2008 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
THIS DEED OF TRUST CONSTITUTES A SECURITY AGREEMENT, AND IS FILED AS A FIXTURE FILING, WITH RESPECT TO ANY PORTION OF THE SUBJECT PROPERTY IN WHICH A PERSONAL PROPERTY SECURITY INTEREST OR LIEN MAY BE GRANTED OR CREATED PURSUANT TO THE UTAH UNIFORM COMMERCIAL CODE OR UNDER COMMON LAW, AND AS TO ALL REPLACEMENTS, SUBSTITUTIONS, AND ADDITIONS TO SUCH PROPERTY AND THE PROCEEDS THEREOF. FOR PURPOSES OF THE SECURITY INTEREST OR LIEN CREATED HEREBY, BENEFICIARY IS THE “SECURED PARTY” AND TRUSTOR IS THE “DEBTOR.”
REINSTATEMENT AND FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 3rd, 2008 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
THIS REINSTATEMENT AND FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Reinstatement and Amendment”), dated as of November 30, 2007, is entered into between Jerome L. Rappaport, Jr., and Janet F. Aserkoff, as Trustees of RIVERTECH NOMINEE TRUST u/d/t dated June 12, 2002, and recorded with the Middlesex North District Registry of Deeds in Book 13197, Page 163 (“Seller”), and KBS RIVERTECH, LLC, a Delaware limited liability company (“Buyer”), successor-in-interest to KBS Capital Advisors LLC, a Delaware limited liability company (“Original Buyer”), with reference to the following recitals:
ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENTAssignment and Assumption of Purchase Agreement • January 3rd, 2008 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
This Assignment and Assumption of Purchase Agreement (“Assignment”) is entered into between KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Assignor”) and KBS RIVERTECH, LLC, a Delaware limited liability company (“Assignee”), as of November 29, 2007 (“Effective Date”).
