SENIOR LOAN AGREEMENT Dated as of March 7, 2019 Between 110 WILLIAM PROPERTY INVESTORS III, LLC., as Borrower,Senior Loan Agreement • May 14th, 2019 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • New York
THIS SENIOR LOAN AGREEMENT, dated as of March 7, 2019 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among 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 (together with its successors and/or assigns, “Borrower”) and 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, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as a Lender, and each of the lenders that is a signatory hereto on the signature pages hereof and each lender that becomes a “Lender” after the date hereof (individually, a “Lender” and, collectively, the “Lenders”).
45,900,000.00 BUILDING LOAN AMENDED AND RESTATED BUILDING LOAN AGREEMENTBuilding Loan Agreement • May 14th, 2019 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts
THIS AMENDED AND RESTATED BUILDING LOAN AGREEMENT, dated as of March 7, 2019 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among 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 (together with its successors and/or assigns, “Borrower”) and 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, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as a Lender, and each of the lenders that is a signatory hereto on the signature pages hereof and each lender that becomes a “Lender” after the date hereof (individually, a “Lender” and, collectively, the “Lenders”).
BUILDING LOAN GAP NOTEBuilding Loan Gap Note • May 14th, 2019 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts
For value received, 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”), promises to pay to INVESCO CMI INVESTMENTS, L.P., a Delaware limited partnership, at its at its address at c/o Invesco Real Estate, 2001 Ross Avenue, Suite 3400, Dallas, Texas 75201 (together with its successors and assigns “Lender”), or at such place as the holder hereof may from time to time designate in writing, the principal sum of EIGHTEEN MILLION FIVE HUNDRED SIXTY ONE THOUSAND FIVE HUNDRED FOUR AND NO/100 DOLLARS ($18,561,504.00), in lawful money of the United States of America, with interest on the unpaid principal balance from time to time outstanding to be computed from the date hereof at the rate set forth in that certain Amended and Restated Building Loan Agreement, dated as of the date hereof, between Borrower and Lender (as the same may be amended, modified, supplemented, re
ContractSenior Loan Gap Mortgage • May 14th, 2019 • KBS Strategic Opportunity REIT, Inc. • 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”).
BUILDING LOAN CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTEPromissory Note • May 14th, 2019 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts
FOR VALUE RECEIVED 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”), as maker, hereby unconditionally promises to pay 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 (together with its successors and assigns, “Lender”), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of FORTY FIVE MILLION NINE HUNDRED THOUSAND AND NO/100 DOLLARS ($45,900,000.00), or so much thereof as is advanced, in lawful money of the United States of America, with interest thereon to be computed from the date of this Building Loan Consolidated, Amended and Restated Promissory Note at the Applicable Interest Rate (as defined in the Loan Agreement (as defined below)), and to be paid in accordance with the terms of this B
MEZZANINE LOAN AGREEMENTMezzanine Loan Agreement • May 14th, 2019 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • New York
THIS MEZZANINE LOAN AGREEMENT, dated as of March 7, 2019 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among 110 WILLIAM MEZZ III, LLC, a Delaware limited liability company, having an address at c/o Savanna, 430 Park Avenue, 12th Floor, New York, New York 10022 (together with its successors and/or assigns, “Borrower”) and 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, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as a Lender, and each of the lenders that is a signatory hereto on the signature pages hereof and each lender that becomes a “Lender” after the date hereof (individually, a “Lender” and, collectively, the “Lenders”).
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)Building Loan Consolidated, Amended and Restated Mortgage, Assignment of Leases and Rents 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.
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)Senior Loan Consolidated, Amended and Restated Mortgage, Assignment of Leases and Rents and Security Agreement • May 14th, 2019 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • New York
Borrower, Mortgagee and Lenders have entered into a Senior Loan Agreement dated as of the date hereof (as amended, modified, restated, consolidated or supplemented from time to time, the “Loan Agreement”) pursuant to which Lenders are making a secured loan to Borrower in the aggregate original principal amount of $215,475,000.00 (the “Loan”). Capitalized terms used herein without definition are used as defined in the Loan Agreement.
SENIOR LOAN GAP NOTESenior Loan Gap Note • May 14th, 2019 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts
For value received, 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”), promises to pay to INVESCO CMI INVESTMENTS, L.P., a Delaware limited partnership, at its at its address at c/o Invesco Real Estate, 2001 Ross Avenue, Suite 3400, Dallas, Texas 75201 (together with its successors and assigns “Lender”), or at such place as the holder hereof may from time to time designate in writing, the principal sum of TEN MILLION FOUR HUNDRED SEVENTY FIVE THOUSAND AND NO/100 DOLLARS ($10,475,000.00), in lawful money of the United States of America, with interest on the unpaid principal balance from time to time outstanding to be computed from the date hereof at the rate set forth in that certain Senior Loan Agreement, dated as of the date hereof, between Borrower and Lender (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 14th, 2019 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • New York
THIS PLEDGE AND SECURITY AGREEMENT (as amended, modified and supplemented and in effect, from time to time, this “Agreement”), dated as of March 7, 2019, is made by 110 WILLIAM MEZZ III, LLC, a Delaware limited liability company, having an address at c/o Savanna, 430 Park Avenue, 12th Floor, New York, New York 10022 (the “Pledgor”) in favor of INVESCO CMI INVESTMENTS, L.P., a Delaware limited partnership with an address in c/o Invesco Real Estate, 2001 Ross Avenue, Suite 3400, Dallas, Texas 75201, as administrative agent, for the benefit of Lenders from time to time party to the Loan Agreement (as defined below) (together with its successors and assigns, the “Lender”).
ContractBuilding Loan Gap Mortgage • May 14th, 2019 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • New York
This BUILDING 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”).
