0001330622-12-000043 Sample Contracts

ADVISORY AGREEMENT between KBS REAL ESTATE INVESTMENT TRUST, INC. and KBS CAPITAL ADVISORS LLC November 8, 2012
Advisory Agreement • November 14th, 2012 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • Delaware

This Advisory Agreement, dated as of November 8, 2012 (the “Agreement”), is between KBS Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”).

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PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • November 14th, 2012 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York

PLEDGE AND SECURITY AGREEMENT (this “Agreement”) dated as of August 17, 2012 by KBS ACQUISITION SUB, LLC, a Delaware limited liability company (“Pledgor”), in favor of GRAMERCY LOAN SERVICES LLC, a Delaware limited liability company, as agent (“Agent”) for the benefit of GRAMERCY INVESTMENT TRUST, a Maryland real estate investment trust, and GARRISON COMMERCIAL FUNDING XI LLC, a Delaware limited liability company (together with its successors and assigns, hereinafter referred to individually and collectively as the “Lender”).

GUARANTY made by KBS REAL ESTATE INVESTMENT TRUST, INC., as guarantor, in favor of GRAMERCY INVESTMENT TRUST And GARRISON COMMERCIAL FUNDING XI LLC individually and collectively, as Lender And GRAMERCY LOAN SERVICES LLC as agent for the Lenders Dated...
Guaranty • November 14th, 2012 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York

This GUARANTY (this “Guaranty”), dated as of August 17, 2012, made by KBS REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation, having an address at c/o KBS Capital Advisors, 620 Newport Center Dr., Suite 1300, Newport Beach, CA 092660 (“Guarantor”), in favor of GRAMERCY INVESTMENT TRUST, a Maryland real estate investment trust, having an address at 420 Lexington Avenue, New York, New York 10170, and GARRISON COMMERCIAL FUNDING XI LLC, a Delaware limited liability company, having an address at 420 Lexington Avenue, New York, New York 10170 (together with their successors and assigns, hereinafter referred to individually and collectively as “Lender” or “Lenders”) and GRAMERCY LOAN SERVICES LLC, a Delaware limited liability company, as agent for the benefit of the Lenders (“Agent” and together with Lender, individually and collectively, the “Lender Party”).

LOAN AGREEMENT Dated as of August 17, 2012 Between KBS REIT PROPERTIES, LLC And KBS ACQUISITION SUB-OWNER 5, LLC And KBS ACQUISITION SUB-OWNER 6, LLC And KBS ACQUISITION SUB-OWNER 7, LLC And KBS ACQUISITION SUB-OWNER 8, LLC individually and...
Management Agreement • November 14th, 2012 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York

LOAN AGREEMENT dated as of August __, 2012 (as the same may be modified, supplemented, amended or otherwise changed, this "Agreement") between KBS REIT PROPERTIES, LLC, KBS ACQUISITION SUB-OWNER 5, LLC, KBS ACQUISITION SUB-OWNER 6, LLC, KBS ACQUISITION SUB-OWNER 7, LLC and KBS ACQUISITION SUB-OWNER 8, LLC, each a Delaware limited liability company (individually and collectively, jointly and severally, as "Borrower"), GRAMERCY INVESTMENT TRUST, a Maryland real estate investment trust (“Gramercy Lender”), and GARRISON COMMERCIAL FUNDING XI LLC, a Delaware limited liability company (“Co-Lender”, and together with Gramercy Lender, hereinafter referred to, together with their successors and assigns, individually and collectively, as "Lender" or “Lenders”) and GRAMERCY LOAN SERVICES LLC, a Delaware limited liability company, as agent (“Agent”), for the benefit of the Lenders.

FIRST AMENDMENT TO ASSET MANAGEMENT SERVICES AGREEMENT
Asset Management Services Agreement • November 14th, 2012 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts

This First Amendment to Asset Management Services Agreement (this “First Amendment”) is made and entered into by and between KBS ACQUISITION SUB, LLC, a Delaware limited liability company (“Company”), and GKK REALTY ADVISORS LLC, a Delaware limited liability company (“Manager”), as of the date that Company and Manager execute this First Amendment as set forth in the signature page below (the “Effective Date”).

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • November 14th, 2012 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York

PLEDGE AND SECURITY AGREEMENT (this “Agreement”) dated as of August 17, 2012 by KBS ACQUISITION SUB-OWNER 5, LLC, KBS ACQUISITION SUB-OWNER 6, LLC, KBS ACQUISITION SUB-OWNER 7, LLC and KBS ACQUISITION SUB-OWNER 8, LLC, each a Delaware limited liability company (each a “Pledgor”), in favor of GRAMERCY LOAN SERVICES LLC, a Delaware limited liability company, as agent (“Agent”), for the benefit of GRAMERCY INVESTMENT TRUST, a Maryland real estate investment trust and GARRISON COMMERCIAL FUNDING XI LLC, a Delaware limited liability company (together with their successors and assigns, hereinafter referred to individually and collectively as the “Lender”).

AGREEMENT FOR SALE OF MEMBERSHIP INTERESTS
Agreement for Sale of Membership Interests • November 14th, 2012 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • California
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