0001452936-13-000034 Sample Contracts

TERM LOAN AGREEMENT
Term 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”).

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Document Title: Deed of Trust, Assignment, Security Agreement and Fixture Filing
Agreement and Fixture • May 10th, 2013 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts

This Deed of Trust, Assignment, Security Agreement and Fixture Filing (this “Deed of Trust”) is made as of the 22nd day of February, 2013, by KBS SOR 156TH AVENUE NORTHEAST, LLC, a Delaware limited liability company (“Grantor”), whose address is c/o KBS Capital Advisors LLC, 620 Newport Center Drive, Suite 1300, Newport Beach, California 92660, as grantor, in favor of PRLAP, INC., a Washington corporation (“Initial Trustee”), whose address is WA1-501-37-54, Fifth Avenue Plaza, 37th Floor, 800 Fifth Avenue, Seattle, Washington 98104-3176, as trustee, for the benefit of BANK OF AMERICA, N.A., a national banking association (together with any and all of its successors, participants and assigns, “Lender”), whose address is 5 Park Plaza, Suite 500, Irvine, California, 92614, as beneficiary.

REAL ESTATE SALE AGREEMENT Great Hills Plaza Westech 360 Park Centre Austin, Texas
Lease Agreement • May 10th, 2013 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts

the Leases and Service Agreements, and Purchaser further assumes all liability of Seller for the proper refund or return of the Security Deposits if, when, and as required by the terms of the Leases or otherwise by law. In addition, except as provided in the Purchase Agreement, Purchaser agrees to pay all brokerage fees and leasing commissions payable from and after the date hereof in connection with any of the Leases, including any fees or commissions payable upon the renewal or extension of any of the Leases.

FIRST AMENDMENT TO REAL ESTATE SALE AGREEMENT Great Hills Plaza Westech 360 Park Centre Austin, Texas
Real Estate Sale Agreement • May 10th, 2013 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO REAL ESTATE SALE AGREEMENT (this "Amendment") is made effective as of February 26, 2013 (the "Effective Date"), by and between TPG-GREAT HILLS PLAZA LLC, a Delaware limited liability company ("TPG-Great Hills"), TPG-WESTECH 360 LLC, a Delaware limited liability company ("TPG-Westech") and TPG-PARK 22 LLC, a Delaware limited liability company ("TPG-Park 22") (TPG-Great Hills, TPG-Westech and TPG-Park 22 are at times referred to herein individually as a "Seller" and collectively as the "Sellers"), and KBS Capital Advisors LLC, a Delaware limited liability company ("Purchaser") and constitutes a part of that certain Real Estate Sale Agreement between the parties dated as of February 22, 2013 (the "Agreement"). All capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement. In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are h

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
Assignment and Assumption of Purchase Agreement • May 10th, 2013 • KBS Strategic Opportunity REIT, 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 SOR AUSTIN SUBURBAN PORTFOLIO, LLC, a Delaware limited liability company (“Assignee”), as of March 20, 2013 (“Effective Date”).

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