DATED THE 15th DAY OF JULY 2019 Between KBS REIT PROPERTIES III LLC as the Lender and Merrill Lynch (Singapore) Pte. Ltd. as the Borrower UNIT LENDING AGREEMENT in relation to 22,727,000 units representing undivided interests in Prime US REITUnit Lending Agreement • August 9th, 2019 • KBS Real Estate Investment Trust III, Inc. • Real estate investment trusts
CONTENTS Clause Page 1. Definitions 2 2. Loan of Units 4 3. Delivery of Loan Securities 5 4. Rights and Title 6 5. Duties, Cost and Expenses 7 6. Representations, Warranties and Agreements 7 7. Termination of the Loan and Re-Delivery of the Equivalent Securities 9 8. Events of Default 10 9. Notice 12 10. Miscellaneous 13 11. Remedies 14 12. Rights of Third Parties 14 13. Counterparts 14 14. Governing Law and Jurisdiction 14
KBS US Prime Property Management Pte. Ltd.Side Letter to Subscription Agreement • August 9th, 2019 • KBS Real Estate Investment Trust III, Inc. • Real estate investment trusts
KBS US PRIME PROPERTY MANAGEMENT PTE. LTD.Set-Off Agreement • August 9th, 2019 • KBS Real Estate Investment Trust III, Inc. • Real estate investment trusts
FIRST AMENDMENT TO PORTFOLIO PURCHASE AND SALE AGREEMENTPortfolio Purchase and Sale Agreement • August 9th, 2019 • KBS Real Estate Investment Trust III, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO PORTFOLIO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this “First Amendment”) is made as of the 16th day of July, 2019, by and between the Seller Parties (collectively, “Seller” and individually “a Seller” or “each Seller”), and Buyer Parties (collectively, “Buyer” and individually “a Buyer” or “each Buyer”) identified on Exhibit A attached to the Purchase Agreement (as hereinafter defined). In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • August 9th, 2019 • KBS Real Estate Investment Trust III, Inc. • Real estate investment trusts
Contents Page 1. Definitions and Interpretation 1 2. Investment 4 3. Conditions 5 4. Payment 5 5. Delivery 6 6. Investor's Representations, Warranties, Acknowledgments and Undertakings 6 7. The Manager's Representations and Warranties 11 8. Disclosures 12 9. US Securities Act Exemption 13 10. General 15
PORTFOLIO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS BY AND BETWEENPortfolio Purchase and Sale Agreement • August 9th, 2019 • KBS Real Estate Investment Trust III, Inc. • Real estate investment trusts • California
THIS PORTFOLIO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this “Agreement”) is made and entered into as of June 27, 2019, among those parties identified as the “Seller Parties” on Exhibit A attached hereto and made a part hereof (collectively, “Seller” and individually “a Seller” or “each Seller”), and those parties identified as the “Buyer Parties” on Exhibit A attached hereto and made a part hereof (collectively, “Buyer” and individually “a Buyer” or “each Buyer”; Buyer and Seller are sometimes hereinafter collectively referred to as the “Parties” and each as a “Party”), (throughout this Agreement, all references to “Seller” and/or “Buyer” shall be interpreted to apply to a single “Seller” or all of the “Sellers” as the context requires, and a single “Buyer” or all of the “Buyers” as the context requires) with reference to the following:
