Secured Promissory Note



 Exhibit 10.13 
 Loan No. 1005669 
 SECURED PROMISSORY NOTE 

 

			
	$42,250,000	  	September 29, 2011

 FOR VALUE RECEIVED, KBSIII DOMAIN GATEWAY, LLC, a Delaware limited liability company, and such other
persons as may become Borrowers under the Loan Agreement (defined below) by execution of a joinder (each a “Borrower” and collectively, “Borrowers”), HEREBY PROMISE TO PAY to the order of WELLS FARGO BANK, NATIONAL
ASSOCIATION (“Lender”), the principal sum of Forty-Two Million Two Hundred Fifty Thousand Dollars ($42,250,000), or if less, the aggregate unpaid principal amount of all disbursements disbursed by Lender pursuant to the requirements
set forth in the Loan Agreement dated as of September 29, 2011 (as amended, supplemented or restated from time to time the “Loan Agreement”), among Borrowers, Lender, certain other Lenders named therein or made parties thereto
and Wells Fargo Bank, National Association, as Administrative Agent, together with interest on the unpaid principal balance hereof at the rate (or rates) determined in accordance with Section 2.7 of the Loan Agreement from the date such
principal is advanced until it is paid in full. It is contemplated that there will be advances and payments under this Note from time to time, but no advances or payments under this Note (including payment in full of the unpaid balance of principal
hereof prior to maturity) shall affect or impair the validity or enforceability of this Note as to future advances hereunder. 

This Note is one of the Notes referred to in and governed by the Loan Agreement, which Loan Agreement, among other things, contains
provisions for the acceleration of the maturity hereof and for the payment of certain additional sums to Lender upon the happening of certain stated events. Capitalized terms used in this Note without definition have the same meanings as in the Loan
Agreement. 
 The principal amount of this Note, unless accelerated in accordance with Loan Agreement as described below, if not
sooner paid, will be due and payable, together with all accrued and unpaid interest and other amounts due and unpaid under the Loan Agreement, on the Maturity Date. 
 This Note is secured by, among other things, the Security Documents referred to in the Loan Agreement. 
 Interest on the Loan is payable in arrears on the first Business Day of each month during the term of the Loan Agreement, commencing with the first Business Day of the first calendar month to begin after
the date of this Note. Interest will be computed on the basis of the actual number of days elapsed in the period during which interest accrues and a year of three hundred sixty (360) days. The Loan Agreement provides for the payment by Borrower
of various other charges and fees, in addition to the interest charges described in the Loan Agreement, as set forth more fully in the Loan Agreement. 
 All payments of any amount becoming due under this Note shall be made in the manner provided in the Loan Agreement, in Dollars. 
 Upon and after the occurrence of a Default, unless such Default is waived as provided in the Loan Agreement, this Note may, at the option of Requisite Lenders and without further demand, notice or legal
process of any kind, be declared by Administrative Agent, and in such case immediately shall become, due and payable. Upon and after the occurrence of certain Defaults, this Note shall, without any action by Lenders and without demand, notice or
legal process of any kind, automatically and immediately become due and payable. 
 Demand, presentment, protest and notice of
nonpayment and protest, notice of intention to accelerate maturity, notice of acceleration of maturity and notice of dishonor are hereby waived by Borrower. Subject to the terms of the Loan Agreement, Lender may extend the time of payment of this
Note, postpone the enforcement hereof, grant any indulgences, release any party primarily or secondarily liable hereon or agree to any subordination of Borrower’s obligations hereunder without affecting or diminishing Lender’s right of
recourse against Borrower, which right is hereby expressly reserved. 







 This Note has been delivered and accepted at Irvine, California. This Note shall be
interpreted in accordance with, and the rights and liabilities of the parties hereto shall be determined and governed by, the laws of the State of California. 
 All notices or other communications required or permitted to be given pursuant to this Note shall be given to the Borrower or Lender at the address and in the manner provided for in the Loan Agreement.

 In no contingency or event whatsoever shall interest charged in respect of the Loan evidenced hereby, however such interest
may be characterized or computed, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable hereto. If such a court determines that Lender has received interest
hereunder in excess of the highest rate applicable hereto, Lender shall, at Lender’s election, either (a) promptly refund such excess interest to Borrower or (b) credit such excess to the principal balance hereof. This provision shall
control over every other provision of all agreements between Borrower and Lender. 
 Whenever possible each provision of this
Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note. 
 The
limitations on personal liability of the shareholders, partners and members of Borrower contained in Section 13.27 of the Loan Agreement shall apply to this Note. 
 [Signature Follows on Next Page] 

  
 - 2 -









 Loan No. 1005669 
 IN WITNESS WHEREOF, Borrower has executed this Note as of the date first set forth above. 

BORROWER 
 KBSIII DOMAIN GATEWAY, LLC,

 a Delaware limited liability company 
  

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