Promissory Note



 Exhibit 10.45 
 PROMISSORY NOTE 
  

			
	$24,050,000	  	December 11, 2006

 FOR VALUE RECEIVED, KBS MIDLAND INDUSTRIAL PARK, LLC, a Delaware limited liability
company, having an address at c/o KBS Capital Advisors, 620 Newport Center Drive, Suite 1300, Newport Beach, CA 92660 (“Maker”), hereby promises to pay to the order of GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a
Delaware corporation, at its principal place of business at 600 Steamboat Road, Greenwich, Connecticut 06830 (together with its successors and assigns “Payee”) or at such place as the holder hereof may from time to time
designate in writing, the principal sum of Twenty-Four Million Fifty Thousand Dollars ($24,050,000) (the “Principal”), in lawful money of the United States of America, with interest on the unpaid principal balance from time
to time outstanding at the Interest Rate, in installments as follows: 
 A. A payment on the date of funding representing interest from the
date of funding through January 5, 2007; 
 B. On February 6, 2007 (which shall be the first Payment Date hereunder) and each
Payment Date thereafter through and including the Maturity Date (as such date may be changed in accordance with Section 2.2.4 of the Loan Agreement), interest on the unpaid Principal calculated at the Interest Rate which has accrued through the
last day of the Interest Period immediately preceding such Payment Date (the “Monthly Debt Service Payment Amount”). 
 C. The balance of the principal sum of this Note together with all accrued and unpaid interest thereon shall be due and payable on the Maturity Date. 
 1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings given in that certain Loan Agreement (the “Loan Agreement”) dated the date hereof between
Maker and Payee. The following terms have the meanings set forth below: 
 Business Day: any day other than a
Saturday, Sunday or any day on which commercial banks in New York, New York are authorized or required to close. 
 Default Rate: a rate per annum equal to the lesser of (i) the maximum rate permitted by applicable law, or (ii) 5% above the Interest Rate, compounded monthly. 
 Interest Period: (i) the period from the funding date through the fifth day of the next succeeding calendar month and
(ii) each period thereafter from the sixth day of each calendar month through fifth day of the next succeeding calendar month; except that the Interest Period, if any, that would otherwise commence before and end after the Maturity Date shall
end on the Maturity Date. Notwithstanding the foregoing, if Payee exercises its right to change the Payment Date to a New Payment Date in accordance with Section 2.2.4 of the Loan Agreement, then from and after such election, each Interest
Period shall be the period from the New Payment Date in each calendar month through the day immediately preceding the next succeeding New Payment Date. 







 Interest Rate: a rate of interest equal to 5.755 % per annum from the
date of Loan funding through January 5, 2009; and a rate of interest equal to 5.855% per annum from and after January 6, 2009 (or, when applicable pursuant to this Note or any other Loan Document, the Default Rate). 
 Maturity Date: the date on which the final payment of principal of this Note (or the Defeased Note, if applicable) becomes
due and payable as therein provided, whether at the Stated Maturity Date, by declaration of acceleration, or otherwise. 
 Payment Date: the sixth day of each calendar month or, upon Payee’s exercise of its right to change the Payment Date in accordance with Section 2.2.4 of the Loan Agreement, the New Payment Date (in either case, if
such day is not a Business Day, the Payment Date shall be the first Business Day thereafter). 
 Stated Maturity
Date: January 6, 2011, as such date may be changed in accordance with Section 2.2.4 of the Loan Agreement. 
 Yield Maintenance Premium: an amount which, when added to the outstanding Principal, would be sufficient to purchase U.S. Obligations which provide payments (a) on or prior to, but as close as possible to, all successive
scheduled payment dates under this Note through the Stated Maturity Date and (b) in amounts equal to the Monthly Debt Service Payment Amount required under this Note through the Stated Maturity Date together with the outstanding principal
balance of this Note as of the Stated Maturity Date assuming payments of all such Monthly Debt Service Payment Amounts are made (including any servicing costs associated therewith). In no event shall the Yield Maintenance Premium be less than zero.

 2. Payments and Computations. Interest on the unpaid Principal shall be computed on the basis of the actual number of
days elapsed over a 360-day year. All amounts due under this Note shall be payable without setoff, counterclaim or any other deduction whatsoever and are payable without relief from valuation and appraisement laws and with all costs and charges
incurred in the collection or enforcement hereof, including, attorneys’ fees and court costs. 
 3. Loan Documents.
This Note is evidence of that certain loan made by Payee to Maker contemporaneously herewith and is executed pursuant to the terms and conditions of the Loan Agreement. This Note is secured by and entitled to the benefits of, among other things, the
Mortgage and the other Loan Documents. Reference is made to the Loan Documents for a description of the nature and extent of the security afforded thereby, the rights of the holder hereof in respect of such security, the terms and conditions upon
which this Note is secured and the rights and duties of the holder of this Note. No reference herein to and no provision of any other Loan Document shall alter or impair the obligation of Maker, which is absolute and unconditional (except for
Section 10.1 of the Loan Agreement), to pay the principal of and interest on this Note at the time and place and at the rates and in the monies and funds described herein. All of the agreements, conditions, covenants, provisions and
stipulations contained in the Loan Documents to be kept and performed by Maker are by this reference hereby made part of this Note to the same extent and with the same force and effect as if they were fully set forth in this Note, and Maker
covenants and agrees to keep and perform the same, or cause the same to be kept and performed, in accordance with their terms. 
  

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 4. Loan Acceleration; Prepayment. The Debt shall without notice become immediately
due and payable at the option of Payee if any payment required in this Note is not paid on the date on which it is due (after giving effect to any grace periods applicable thereto) or upon the happening of any other Event of Default. Maker shall
have no right to prepay or defease all or any portion of the Principal except in accordance with Sections 2.3.2, 2.3.3, 2.3.4 and 2.4 of the Loan Agreement. If prior to the second Payment Date prior to the Stated Maturity Date (i) Maker shall
(notwithstanding such prohibition of prepayment) tender, and Payee shall, in its sole discretion, elect to accept, payment of the Debt, or (ii) the Debt is accelerated by reason of an Event of Default, then the Debt shall include, and Payee
shall be entitled to receive, in addition to the outstanding principal and accrued interest and other sums due under the Loan Documents, an amount equal to the Yield Maintenance Premium, if any, that would be required in connection with a Defeasance
if a Defeasance were to occur at the time of Payee’s acceptance of such tender or other receipt of the Debt (through foreclosure or otherwise), as the case may be. The principal balance of this Note is subject to mandatory prepayment, without
premium or penalty, in certain instances of Insured Casualty or Condemnation, as more particularly set forth in Sections 2.3.2 and 7.4.2 of the Loan Agreement. Except during the continuance of an Event of Default, all proceeds of any repayment,
including permitted prepayments, of Principal shall be applied in accordance with Section 2.3.1 of the Loan Agreement. During the continuance of an Event of Default, all proceeds of repayment, including any payment or recovery on the Property
(whether through foreclosure, deed-in-lieu of foreclosure, or otherwise) shall, unless otherwise provided in the Loan Documents, be applied in such order and in such manner as Payee shall elect in Payee’s discretion. 
 5. Default Rate. After the occurrence and during the continuance of an Event of Default, the entire unpaid Debt shall bear interest
at the Default Rate, and shall be payable upon demand from time to time, to the extent permitted by applicable law. 
 6. Late
Payment Charge. If any Principal, interest or other sum due under any Loan Document is not paid by Maker on the date on which it is due (other than amounts due and payable on the Maturity Date), Maker shall pay to Payee upon demand an amount
equal to the lesser of 5% of such unpaid sum or the maximum amount permitted by applicable law, in order to defray the expense incurred by Payee in handling and processing such delinquent payment and to compensate Payee for the loss of the use of
such delinquent payment. 
 7. Amendments. This Note may not be modified, amended, waived, extended, changed, discharged
or terminated orally or by any act or failure to act on the part of Maker or Payee, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination
is sought. Whenever used, the singular number shall include the plural, the plural the singular, and the words “Payee” and “Maker” shall include their respective successors, assigns, heirs, executors
and administrators. If Maker consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several. 
 8. Waiver. Maker and all others who may become liable for the payment of all or any part of the Debt do hereby severally waive presentment and demand for payment, notice of dishonor, protest,
notice of protest, notice of nonpayment (except as otherwise expressly provided for in this Note or the other Loan Documents), notice of intent to accelerate the 

  

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maturity hereof and of acceleration. No release of any security for the Debt or any person liable for payment of the Debt, no extension of time for payment
of this Note or any installment hereof, and no alteration, amendment or waiver of any provision of the Loan Documents made by agreement between Payee and any other person or party shall release, modify, amend, waive, extend, change, discharge,
terminate or affect the liability of Maker, and any other person or party who may become liable under the Loan Documents, for the payment of all or any part of the Debt. 
 9. Exculpation. It is expressly agreed that recourse against Maker for failure to perform and observe its obligations contained in this Note shall be limited as and to the extent provided in
Section 10.1 of the Loan Agreement. 
 10. Notices. All notices or other communications required or permitted to be
given pursuant hereto shall be given in the manner specified in the Loan Agreement directed to the parties at their respective addresses as provided therein. 
 11. No Conflicts. In the event of any conflict between the provisions of this Note and any provision of the Loan Agreement, then the provisions of the Loan Agreement shall control. 
 12. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS) AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. 
 [Signature Page Follows] 
  

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 IN WITNESS WHEREOF, Maker has executed this Promissory Note as of the day and year first written.

  

									
	MAKER:
	
	KBS MIDLAND INDUSTRIAL PARK, LLC, a Delaware limited liability company
		
	By:	 	KBS REIT ACQUISITION VI, LLC, a Delaware limited liability company, its sole member
			
		 	By:	 	KBS LIMITED PARTNERSHIP, a Delaware limited partnership, its sole member
				
		 		 	By:	 	KBS REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation, general partner
					
		 		 		 	By:	 	/s/ Charles J. Schreiber, Jr.
		 		 		 		 	Charles J. Schreiber, Jr.,
		 		 		 		 	Chief Executive Officer


  

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