ADVISORY AGREEMENT between KBS STRATEGIC OPPORTUNITY REIT, INC. and KBS CAPITAL ADVISORS LLC October 8, 2011Advisory Agreement • January 12th, 2012 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • Delaware
This Advisory Agreement, dated as of October 8, 2011 (the “Agreement”), is between KBS Strategic Opportunity REIT, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”).
Master Repurchase Agreement September 1996 Version Dated as of December 12, 2011 Between: WELLS FARGO SECURITIES, LLC and KBS SOR CMBS OWNER, LLCMaster Repurchase Agreement • January 12th, 2012 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • New York
GUARANTEE Dated December 12, 2011KBS Strategic Opportunity REIT, Inc. • January 12th, 2012 • Real estate investment trusts
Subject to the terms and conditions hereof, KBS STRATEGIC OPPORTUNITY REIT, INC. ( the “Guarantor”) hereby absolutely and unconditionally guarantees payment of any and all present and future obligations, whether absolute or contingent, payable by KBS SOR CMBS OWNER, LLC (“Obligor”) to WELLS FARGO SECURITIES, LLC (“Beneficiary”) under or in connection with that certain Master Repurchase Agreement dated as of December 12, 2011 between Beneficiary and Obligor, as amended and supplemented from time to time (the “Agreement”), and any and all amounts due hereunder, as and when the same shall become due and payable, including without limitation, any obligations of Obligor under any Transaction or for the transfer or termination thereof, whether or not evidenced by a Confirmation (the “Guaranteed Debt”). Unless otherwise defined or the context otherwise requires, all capitalized terms used herein shall have their respective meanings as defined in the Agreement.
FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT Dated as of December 21, 2011Master Repurchase Agreement • January 12th, 2012 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • New York
Wells Fargo Securities, LLC (“Party A”) and KBS SOR CMBS Owner, LLC (“Party B”) have previously entered into that certain Master Repurchase Agreement, dated as of December 12, 2011 (the “Agreement”), which Agreement includes all the Confirmations exchanged between the parties confirming the Transactions thereunder.
ANNEX I Supplemental Terms and ConditionsKBS Strategic Opportunity REIT, Inc. • January 12th, 2012 • Real estate investment trusts
Capitalized terms used herein but not defined in this Annex I shall have the meanings ascribed to them in the Agreement. Paragraph references are to paragraphs in the Agreement.
FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 12th, 2012 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts
This Fifth Amendment to Purchase and Sale Agreement (“Fifth Amendment”) is executed as of the 12th day of October, 2011 by and between EQUASTONE PALISADES I, LLC, EQUASTONE PALISADES II, LLC, EQUASTONE PALISADES III, LLC, EQUASTONE GREENWAY I, LLC, EQUASTONE GREENWAY IA, LLC and EQUASTONE GREENWAY II, LLC (collectively, the “Sellers”) and JP REALTY PARTNERS, LTD., a Texas limited partnership (“Purchaser”) and constitutes a part of that certain Purchase and Sale Agreement between the parties dated August 4, 2011, as amended (the “Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 12th, 2012 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts
This Second Amendment to Purchase and Sale Agreement (“Second Amendment”) is executed as of the 21st day of September, 2011 by and between EQUASTONE PALISADES I, LLC, EQUASTONE PALISADES II, LLC, EQUASTONE PALISADES III, LLC, EQUASTONE GREENWAY I, LLC, EQUASTONE GREENWAY IA, LLC and EQUASTONE GREENWAY II, LLC (collectively, the “Sellers”) and JP REALTY PARTNERS, LTD., a Texas limited partnership (“Purchaser”) and constitutes a part of that certain Purchase and Sale Agreement between the parties dated August 4, 2011, as amended (the “Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 12th, 2012 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts
This Third Amendment to Purchase and Sale Agreement (“Third Amendment”) is executed as of the 23rd day of September, 2011 by and between EQUASTONE PALISADES I, LLC, EQUASTONE PALISADES II, LLC, EQUASTONE PALISADES III, LLC, EQUASTONE GREENWAY I, LLC, EQUASTONE GREENWAY IA, LLC and EQUASTONE GREENWAY II, LLC (collectively, the “Sellers”) and JP REALTY PARTNERS, LTD., a Texas limited partnership (“Purchaser”) and constitutes a part of that certain Purchase and Sale Agreement between the parties dated August 4, 2011, as amended (the “Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.
LIMITED LIABILITY COMPANY AGREEMENT OF JP-KBS RICHARDSON HOLDINGS, LLCLimited Liability Company Agreement • January 12th, 2012 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • California
This LIMITED LIABILITY COMPANY AGREEMENT OF JP-KBS RICHARDSON HOLDINGS, LLC (this “Agreement”), is entered into effective as of November 22, 2011, by and between JP-RICHARDSON, LLC, a Delaware limited liability company (“JV Member”), and KBS SOR RICHARDSON PORTFOLIO JV, LLC, a Delaware limited liability company (“KBS” or “Co-Managing Member”). JV Member and KBS may hereinafter be referred to herein collectively, as the “Members” or individually as a “Member.”
ANNEX I Supplemental Terms and ConditionsKBS Strategic Opportunity REIT, Inc. • January 12th, 2012 • Real estate investment trusts
Capitalized terms used herein but not defined in this Annex I shall have the meanings ascribed to them in the Agreement. Paragraph references are to paragraphs in the Agreement.
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 12th, 2012 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts
This First Amendment to Purchase and Sale Agreement (“First Amendment”) is executed as of the 19th day of September, 2011 by and between EQUASTONE PALISADES I, LLC, EQUASTONE PALISADES II, LLC, EQUASTONE PALISADES III, LLC, EQUASTONE GREENWAY I, LLC, EQUASTONE GREENWAY IA, LLC and EQUASTONE GREENWAY II, LLC (collectively, the “Sellers”) and JP REALTY PARTNERS, LTD., a Texas limited partnership (“Purchaser”) and constitutes a part of that certain Purchase and Sale Agreement between the parties dated August 4, 2011 (the “Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.
ASSIGNMENT OF RIGHTS UNDER PURCHASE AND SALE AGREEMENTAssignment of Rights Under Purchase and Sale Agreement • January 12th, 2012 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts
THIS ASSIGNMENT OF RIGHTS UNDER PURCHASE AND SALE AGREEMENT (this “Assignment”) is executed by and between JP REALTY PARTNERS, LTD. (“Assignor”) and JP-KBS RICHARDSON HOLDINGS, LLC, a Delaware limited liability company (“Assignee”).
DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILINGSecurity Agreement and Fixture Filing • January 12th, 2012 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • Texas
THIS DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is executed as of November 18, 2011, by JP-KBS RICHARDSON HOLDINGS, LLC, a Delaware limited liability company (“Grantor”), whose address for notice hereunder is c/o JP Realty Partners, Ltd., 14801 Quorum Drive, Suite 200, Dallas, Texas 75254, to MICHAEL R. BOULDEN, Trustee (“Trustee”), whose address is 2001 Ross Avenue, Suite 3700, Dallas, Texas 75201, for the benefit of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Beneficiary”), whose address for notice is 14951 Dallas Parkway, Suite 600, Dallas, Texas 75254.
FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 12th, 2012 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • Texas
This Fourth Amendment to Purchase and Sale Agreement (“Fourth Amendment”) is executed as of the 30th day of September, 2011 by and between EQUASTONE PALISADES I, LLC, EQUASTONE PALISADES II, LLC, EQUASTONE PALISADES III, LLC, EQUASTONE GREENWAY I, LLC, EQUASTONE GREENWAY IA, LLC and EQUASTONE GREENWAY II, LLC (collectively, the “Sellers”) and JP REALTY PARTNERS, LTD., a Texas limited partnership (“Purchaser”) and constitutes a part of that certain Purchase and Sale Agreement between the parties dated August 4, 2011 (the “Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.
PURCHASE AND SALE AGREEMENT BETWEEN EQUASTONE PALISADES I, LLC EQUASTONE PALISADES II, LLC EQUASTONE PALISADES III, LLC EQUASTONE GREENWAY I, LLC EQUASTONE GREENWAY IA, LLC EQUASTONE GREENWAY II, LLC (COLLECTIVELY, THE “SELLERS” AND INDIVIDUALLY, A...Purchase and Sale Agreement • January 12th, 2012 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts
LOAN AGREEMENT between JP-KBS RICHARDSON HOLDINGS, LLC as Borrower and GENERAL ELECTRIC CAPITAL CORPORATION as Lender November 18, 2011Loan Agreement • January 12th, 2012 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • Texas
This Loan Agreement (this “Agreement”) is entered into as of November 18, 2011, between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Lender”), and JP-KBS RICHARDSON HOLDINGS, LLC, a Delaware limited liability company (“Borrower”).
