ADVISORY AGREEMENT between KBS REAL ESTATE INVESTMENT TRUST, INC. and KBS CAPITAL ADVISORS LLC November 8, 2011Advisory Agreement • November 14th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • Delaware
This Advisory Agreement, dated as of November 8, 2011 (the “Agreement”), is between KBS Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • November 14th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
AMENDMENT NO. 2 (this “Amendment”), dated as of September 1, 2011, to the Amended and Restated Master Repurchase Agreement, dated as of April 28, 2011 as amended by the Amendment No. 1 dated as of May 10, 2011 (as further amended, restated or otherwise modified from time to time, the “Repurchase Agreement”), by and between KBS GKK Participation Holdings II, LLC (“Seller”) and Citigroup Financial Products Inc. (“Buyer”).
COLLATERAL TRANSFER AND SETTLEMENT AGREEMENTPledge and Security Agreement • November 14th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
COLLATERAL TRANSFER AND SETTLEMENT AGREEMENT (this "Agreement"), made as of this 1st day of September, 2011 (the "Effective Date"), is by and among GKK STARS ACQUISITION LLC, a Delaware limited liability company ("GKK Stars"), KBS ACQUISITION SUB, LLC, a Delaware limited liability company ("KBSAS"), KBS DEBT HOLDINGS MEZZ HOLDER, LLC, a Delaware limited liability company ("KBSDH"), KBS GKK PARTICIPATION HOLDINGS I, LLC, a Delaware limited liability company ("KBSPHI"), and KBS GKK PARTICIPATION HOLDINGS II, LLC, a Delaware limited liability company ("KBSPHII"; and, together with KBSDH and KBSPHI, collectively, "KBS"); and KBS ACQUISITION HOLDINGS, LLC, a Delaware limited liability company, ("Newco").
GUARANTYGuaranty • November 14th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS GUARANTY (this “Guaranty”) is executed as of September 1, 2011 by KBS ACQUISITION SUB, LLC (together with any permitted successors and assigns, “Guarantor”), for the benefit of GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (“Goldman”), CITICORP NORTH AMERICA, INC., a New York corporation (“Citigroup”), and KBS ACQUISITION SUB, LLC, a Delaware limited liability company (“KBS Lender”, and together with GSCMC, Citigroup and their respective successors and assigns, including any lawful holder of any portion of the Loan (as hereinafter defined) collectively, “Lender”).
AMENDED AND RESTATED GUARANTYGuaranty • November 14th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED GUARANTY (this “Guaranty”) is executed as of September 1, 2011, by and among GRAMERCY CAPITAL CORP., a Maryland corporation (the “Guarantor”), KBS DEBT HOLDINGS MEZZ HOLDER, LLC, a Delaware limited liability company, KBS GKK PARTICIPATION HOLDINGS I, LLC, a Delaware limited liability company, KBS GKK PARTICIPATION HOLDINGS II, LLC, a Delaware limited liability company, KBS ACQUISITION SUB, LLC, a Delaware limited liability company, and KBS ACQUISITION HOLDINGS, LLC, a Delaware limited liability company (collectively, and together with their respective successors and assigns, including any lawful holder of any portion of the Loan (as hereinafter defined) collectively, “Lender”).
AMENDMENT NO. 1 TO PARTICIPATION AGREEMENTParticipation Agreement • November 14th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
AMENDMENT NO. 1 (this “Amendment”), dated as of September 1, 2011, to the Participation Agreement, dated as of August 22, 2008 (as amended, restated or otherwise modified from time to time, the “Participation Agreement”), by and between KBS DEBT HOLDINGS MEZZ HOLDER, LLC (the “Additional Guarantor”), KBS GKK PARTICIPATION HOLDINGS I, LLC (“Participant A”) and KBS GKK PARTICIPATION HOLDINGS II, LLC (“Participant B”, each of Participant B and Participant A are sometimes individually referred to herein as a “Participant” and collectively as the “Participants”).
LIMITED GUARANTYLimited Guaranty • November 14th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS LIMITED GUARANTY (this “Guaranty”) is executed as of September 1, 2011 by KBS ACQUISITION SUB-OWNER 1, LLC (together with any permitted successors and assigns, “Guarantor”), for the benefit of GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (“Goldman”), CITICORP NORTH AMERICA, INC., a New York corporation (“Citigroup”), and KBS ACQUISITION SUB, LLC, a Delaware limited liability company (“KBS Lender”, and together with GSCMC, Citigroup and their respective successors and assigns, including any lawful holder of any portion of the Loan (as hereinafter defined) collectively, “Lender”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 14th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of September 1, 2011 by KBS ACQUISITION SUB-OWNER 1, LLC (“Pledgor”), in favor of GOLDMAN SACHS COMMERCIAL MORTGAGE CAPITAL, L.P., a Delaware limited partnership (“GSCMC”), CITICORP NORTH AMERICA, INC., a New York corporation (“Citigroup”), and KBS ACQUISITION SUB, LLC, a Delware limited liability company (“KBS Lender”, and together with GSCMC, Citigroup and their respective successors and assigns, collectively, “Lender”).
ContractPledge and Security Agreement • November 14th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
This JOINDER AGREEMENT, dated as of September 1, 2011, is delivered pursuant to Section 7.10 (Additional Grantors) of the Pledge and Security Agreement, dated as of April 28, 2011 by KBS GKK PARTICIPATION HOLDINGS II, LLC (the “Seller”) and the Subsidiaries of the Seller listed on the signature pages thereof in favor of the Citigroup Financial Products Inc. (the “Pledge and Security Agreement”). Capitalized terms used herein but not defined herein are used with the meanings given them in the Pledge and Security Agreement.
ACKNOWLEDGEMENT AND CONSENT AGREEMENTAcknowledgement and Consent Agreement • November 14th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
ACKNOWLEDGEMENT AND CONSENT AGREEMENT (this "Agreement"), made as of this 1st day of September, 2011 (the "Effective Date"), is by and among GKK STARS ACQUISITION LLC, a Delaware limited liability company ("GKK Stars"), GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership ("Goldman"), CITICORP NORTH AMERICA, INC., a New York corporation ("CINAI"), KBS ACQUISITION SUB, LLC, a Delaware limited liability company, as successor-in-interest to SLG Stars Mortgage Loan LLC, a Delaware limited liability company ("SLG Mortgage") as successor-in-interest to SL GREEN REALTY CORP., a Maryland corporation, ("KBSAS"; and, together with Goldman and Citi, individually and collectively, "Mortgage Lender"), KBS Debt Holdings Mezz Holder, LLC, a Delaware limited liability company ("KBSDH"), KBS GKK Participation Holdings I, LLC, a Delaware limited liability company ("KBSPHI"), and KBS GKK Participation Holdings II, LLC, a Delaware limited liability company ("KBSPHII"; and, together with KBSDH an
ContractPledge and Security Agreement • November 14th, 2011 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts
This JOINDER AGREEMENT, dated as of September 1, 2011, is delivered pursuant to Section 7.10 (Additional Grantors) of the Pledge and Security Agreement, dated as of April 28, 2011 by KBS GKK PARTICIPATION HOLDINGS I, LLC (the “Seller”) and the Subsidiaries of the Seller listed on the signature pages thereof in favor of the Goldman Sachs Mortgage Company (the “Pledge and Security Agreement”). Capitalized terms used herein but not defined herein are used with the meanings given them in the Pledge and Security Agreement.
