FORM OF THIRD AMENDED AND RESTATED ADVISORY AGREEMENT between KBS STRATEGIC OPPORTUNITY REIT II, INC. and KBS CAPITAL ADVISORS LLCAdvisory Agreement • February 11th, 2016 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • Delaware
This Third Amended and Restated Advisory Agreement, dated as of _________, 2016 (the “Agreement”), is between KBS Strategic Opportunity REIT II, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”).
KBS STRATEGIC OPPORTUNITY REIT II, INC. Up to 180,000,000 Shares of Common Stock FORM OF AMENDED AND RESTATED DEALER MANAGER AGREEMENTDealer Manager Agreement • February 11th, 2016 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • Maryland
LEASELease • February 11th, 2016 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts
THIS LEASE (this "Lease") is entered into as of December 17, 2015 (the "Effective Date") by and between KBS SOR II Q&C Property, LLC, a Delaware limited liability company ("Landlord") and an affiliate of KBS Strategic Opportunity REIT II, Inc., a Maryland corporation ("KBS SOR II"), and KBS SOR II Q&C Operations, LLC, a Delaware limited liability company ("Tenant").
COMPLETION GUARANTY (Secured Loan)Completion Guaranty • February 11th, 2016 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • California
THIS COMPLETION GUARANTY (this “Guaranty”) is made as of December 17, 2015, by KBS SOR US PROPERTIES II LLC, a Delaware limited liability company (“Guarantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (together with its successors and assigns, “Lender”).
LIMITED LIABILITY COMPANY AGREEMENT OF KBS SOR II Q&C OPERATIONS JV, LLCLimited Liability Company Agreement • February 11th, 2016 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT OF KBS SOR II Q&C OPERATIONS JV, LLC (this "Agreement"), is entered into effective as of October _9_, 2015, by and between EH Q&C, LLC, a Delaware limited liability company (“JV Member”), and KBS SOR II Q&C TRS JV, LLC, a Delaware limited liability company (“KBS”). JV Member and KBS are hereinafter referred to collectively as the "Members" and each individually as a "Member." JV Member has been appointed as the initial “Managing Member” of the Company pursuant to Section 2.01(a) below.
LOAN AGREEMENT between KBS SOR II Q&C PROPERTY, LLC, as Borrower, KBS SOR II Q&C OPERATIONS, LLC, as Operating Lessee, andLoan Agreement • February 11th, 2016 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • New York
Page ARTICLE 1 DEFINITIONS 1 1.1 Defined Terms 1 1.2 Exhibits Incorporated 13 ARTICLE 2 LOAN 13 2.1 Loan 13 2.2 Fees 13 2.3 Loan Documents 13 2.4 Effective Date 14 2.5 Maturity Date 14 2.6 Prepayment/Prepayment Fee 14 2.7 Credit for Principal Payments 14 2.8 Full Repayment and Reconveyance 14 2.9 Intentionally Omitted 15 2.10 First Option to Extend 15 2.11 Second Option to Extend 16 2.12 Recourse 18 2.13 Assignment of Accounts 18 2.14 Interest Rate Protection 18 2.15 Amortization 19 ARTICLE 3 DISBURSEMENT 20 3.1 Conditions Precedent to the Initial Disbursement 20 3.2 Conditions Precedent to Future Disbursement 20 3.3 Disbursements 21 3.4 Earnout 21 ARTICLE 4 INTENTIONALLY OMITTED 22 ARTICLE 5 INSURANCE 22 5.1 Property INsurance 22 5.2 Flood Hazard Insurance 22 5.3 Liability Insurance 22 5.4 Other Coverage 22 5.5 General 23 ARTICLE 6 REPRESENTATIONS AND WARRANTIES 23 6.1 Authority/enforceability 23 6.2 Binding Obligatio
PARTIAL REPAYMENT AND LIMITED GUARANTY (Secured Loan)Partial Repayment and Limited Guaranty • February 11th, 2016 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • California
THIS PARTIAL REPAYMENT AND LIMITED GUARANTY (this “Guaranty”) is made as of December 17, 2015, by KBS SOR US PROPERTIES II LLC, a Delaware limited liability company (“Guarantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (together with its successors and assigns, “Lender”).
ESCROW AGREEMENTEscrow Agreement • February 11th, 2016 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • Missouri
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this 22 day of January, 2016 by and among KBS Capital Markets Group, LLC, a California limited liability company (the “Dealer Manager”), KBS Strategic Opportunity REIT II, Inc., a Maryland corporation (the “Company”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
HOTEL MANAGEMENT AGREEMENT BETWEEN KBS SOR II Q&C OPERATIONS, LLC as Master Tenant and ENCORE HOSPITALITY, LLC, as Management Company December 17, 2015Management Agreement • February 11th, 2016 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts
This Management Agreement (this “Agreement”) is made effective as of the ____ day of December, 2015 (the “Effective Date”), by and between KBS SOR II Q&C OPERATIONS, LLC, a Delaware limited liability company, with its principal place of business at 800 Newport Center Drive, Suite 700, Newport Beach, CA 92660 (“Master Tenant”), and ENCORE HOSPITALITY, LLC, a Delaware limited liability company, with its principal place of business at 5005 LBJ Freeway, Suite 1200, Dallas, TX 75244 (“Management Company”).
GUARANTYGuaranty • February 11th, 2016 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • Maryland
This Guaranty (“Guaranty”) is executed as of December 17, 2015 (“Effective Date”) by Bharat H. Sangani, an individual, Smita B. Sangani, an individual, and KBS SOR US Properties II, LLC, a Delaware limited liability company (jointly and severally, “Guarantor”), for the benefit of Marriott International, Inc., a Delaware corporation (“Franchisor”).
