Exhibit








Exhibit 10.6
17 July 2019
The Seller Parties Listed in Exhibit A attached hereto
The Buyer Parties Listed in Exhibit A attached hereto
KBS US Prime Property Management Pte. Ltd. 
1 Raffles Place
#40-01 One Raffles Place 
Singapore 048616
DBS Trustee Limited
(as trustee of Prime US REIT) 
12 Marina Boulevard
Marina Bay Financial Centre Tower 3 
Singapore 018982
KBS REIT Properties III LLC 
800 Newport Center Drive 
Suite 700, Newport Beach 
California 92660
Prime US REIT S1 Pte. Ltd. 
50 Raffles Place
#32-01 Singapore Land Tower 
Singapore 048623
Prime US-Sub REIT, Inc. 
800 Newport Center Drive 
Suite 700, Newport Beach 
California 92660
Prime US-Upper Tier, LLC 
800 Newport Center Drive 
Suite 700, Newport Beach 
California 92660
Prime US-Middle Tier, LLC 
800 Newport Center Drive 
Suite 700, Newport Beach 
California 92660
Prime US Properties, LLC 
800 Newport Center Drive 
Suite 700, Newport Beach 
California 92660
Prime US-Lower Tier, LLC 
800 Newport Center Drive 
Suite 700, Newport Beach











California 92660
Prime US-Acquisition I, LLC 
800 Newport Center Drive 
Suite 700, Newport Beach 
California 92660
Dear Sirs
PRIME US REIT - SIDE LETTER TO SET-OFF AGREEMENT
		
	1.
	We refer to the set-off agreement (the "Set-Off Agreement") dated 27 June 2019 entered into between the parties to this letter. Capitalised terms in this letter which are not otherwise defined herein shall bear the meanings ascribed to them in the Set-Off Agreement.


		
	2.
	We acknowledge and agree that:


		
	(a)
	in relation to recital (K) of the Set-Off Agreement, KBS REIT Properties Ill LLC and its affiliates shall, at no time, own more than 33.3% (instead of 26.0%) of the units in Prime US REIT;


		
	(b)
	in relation to clauses 2.1 and 2.2 of the Set-Off Agreement, the "Relevant Amount", which is the subject of set-off against the purchase consideration under the Sale and Purchase Agreement, shall be US$270,999,519, which is the aggregate amount due from KBS REIT Properties Ill LLC pursuant to the Subscription Agreement and for its subscription of 79,545,000 units in Prime US REIT via the placement tranche; and


		
	(c)
	in relation to clause 2.2 of the Set-Off Agreement, upon receipt by the Vendor of the purchase price (as stated in the Sale and Purchase Agreement) less the Relevant Amount, the Manager (i) shall discharge KBS REIT Properties Ill LLC from, and have no further claim against, KBS REIT Properties Ill LLC in respect of the payment of the subscription amounts due from KBS REIT Properties Ill LLC for the subscription  of the units in Prime US REIT under the Subscription Agreement; and (ii) acknowledges and agrees that the payment of the subscription amounts due from KBS REIT Properties Ill LLC for the subscription of the units in Prime US REIT under the placement tranche shall be fully satisfied.


		
	3.
	This letter is governed by, and shall be construed in accordance with, the laws of Singapore, and each party to this letter irrevocably submits to the non-exclusive jurisdiction of the courts of Singapore.


		
	4.
	This letter may be executed in any number of counterparts, each of which, when executed and delivered (whether in original or fax copy), will be an original, but all the counterparts together will constitute one and the same document.


		
	5.
	This letter may only be amended or supplemented in writing signed by or on behalf of each of the parties hereto.


		
	6.
	The provisions of Clause 3.12 of the Set-Off Agreement shall apply, mutatis mutandis, as if expressly incorporated herein.













EXHIBIT A
List of Seller Parties and Buyer Parties
	
			
	 
	SELLER PARTY ("VENDOR")
	BUYER PARTY ("PURCHASER")

	1.
	Village Center Station II Owner, LLC, a 
Delaware limited liability company
	Prime US-Village Center Station II, LLC, 
a Delaware limited liability company

	2.
	KBSIII Tower at Lake Carolyn, LLC, a 
Delaware limited liability company
	Prime US-Tower At Lake Carolyn, LLC, 
a Delaware limited liability company

	3.
	KBSIII One Washingtonian, LLC, a 
Delaware limited liability company
	Prime US-One Washingtonian, LLC, a 
Delaware limited liability company

	4.
	KBSIII 222 Main, LLC, a Delaware 
limited liability company
	Prime US-222 Main, LLC, a Delaware 
limited liability company

	5.
	KBSIII 171 17th Street, LLC, a Delaware 
limited liability company
	Prime US-17117th Street, LLC, a 
Delaware limited liability company

	6.
	KBSIII Reston Square, LLC, a 
Delaware limited liability company
	Prime US-Reston Square, LLC, a 
Delaware limited liability company

	7.
	KBSIII 101 South Hanley, LLC, a 
Delaware limited liability company
	Prime US-101 South Hanley, LLC, a 
Delaware limited liability company

	8.
	KBSIII Village Center Station, LLC, a 
Delaware limited liability company
	Prime US-Village Center Station, LLC, a 
Delaware limited liability company

	9.
	Promenade One
KBSIII Promenade One, LLC, a 
Delaware limited liability company


Promenade Two
KBSIII Promenade Two, LLC, a 
Delaware limited liability company
	Prime US-Promenade, LLC, a Delaware 
limited liability company

	10.
	KBSIII CrossPoint At Valley Forge Trust,
a Delaware Statutory Trust
	Prime US-CrossPoint At Valley Forge, 
LLC, a Delaware limited liability company

	11.
	KBSIII Towers At Emeryville, LLC, a
Delaware limited liability company
	Prime US-Tower At Emeryville, LLC, a 
Delaware limited liability company


















"VENDOR":
We hereby confirm our agreement to the foregoing.
VILLAGE CENTER STATION II OWNER, LLC,
a Delaware limited liability company
		
	By:
	KBSIII VILLAGE CENTER STATION II MEMBER, LLC,


a Delaware limited liability company,
its sole member and manager
		
	By:
	KBSIII REIT ACQUISITION XXXII, 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











KBSIII TOWER AT LAKE CAROLYN, LLC,
a Delaware limited liability company
		
	By:
	KBSIII REIT ACQUISITION VI, 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











KBSIII ONE WASHINGTONIAN, LLC,
a Delaware limited liability company
		
	By:
	KBSIII REIT ACQUISITION X, 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











KBSIII 222 MAIN, LLC,
a Delaware limited liability company
		
	By:
	KBSIII REIT ACQUISITION XIII, 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











KBSIII 171 17TH STREET, LLC,
a Delaware limited liability company
		
	By:
	KBSIII REIT ACQUISITION XV, 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











KBSIII RESTON SQUARE, LLC,
a Delaware limited liability company
		
	By:
	KBSIII REIT ACQUISITION XVIII, 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











KBSIII 101 SOUTH HANLEY, LLC,
a Delaware limited liability company
		
	By:
	KBSIII REIT ACQUISITION XX, 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











KBSIII VILLAGE CENTER STATION, LLC,
a Delaware limited liability company
		
	By:
	KBSIII REIT ACQUISITION XXIII, 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











KBSIII PROMENDADE ONE, LLC,
a Delaware limited liability company
		
	By:
	KBSIII PROMENADE ONE MEZZ, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	KBSIII PROMENADE AT EILAN, LLC,


a Delaware limited liability company,
its manager
		
	By:
	KBSIII 3003 WASHINGTON MEMBER, LLC,


a Delaware limited liability company,
its manager
		
	By:
	KBSIII REIT ACQUISITION XVII, LLC,


a Delaware limited liability company,
its managing 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











KBSIII PROMENADE TWO, LLC,
a Delaware limited liability company
		
	By:
	KBSIII PROMENADE TWO MEZZ, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	KBSIII PROMENADE AT EILAN, LLC,


a Delaware limited liability company,
its manager
		
	By:
	KBSIII 3003 WASHINGTON MEMBER, LLC,


a Delaware limited liability company,
its manager
		
	By:
	KBSIII REIT ACQUISITION XVII, LLC,


a Delaware limited liability company,
its managing 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











KBSIII CROSSPOINT AT VALLEY FORGE TRUST,
a Delaware Statutory Trust
		
	By:
	KBSIII CROSSPOINT AT VALLEY FORGE, LLC,


a Delaware limited liability company,
as Administrative Trustee
		
	By:
	KBSIII REIT ACQUISITION XXVI, 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











KBSIII TOWERS AT EMERYVILLE, LLC,
a Delaware limited liability company
		
	By:
	KBSIII REIT ACQUISITION XXI, 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











"PURCHASER":
We hereby confirm our agreement to the foregoing.
PRIME US-VILLAGE CENTER STATION II, LLC,
a Delaware limited liability company
		
	By:
	PRIME US-LOWER TIER, LLC


a Delaware limited liability company,
its sole member and manager
		
	By:
	PRIME US-MIDDLE TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-UPPER TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-SUB REIT, INC.,


a Delaware corporation,
its sole member
		
	By:
	/s/ Charles J. Schreiber, Jr.


Charles J. Schreiber, Jr.,
President











PRIME US-TOWER AT LAKE CAROLYN, LLC,
a Delaware limited liability company
		
	By:
	PRIME US-LOWER TIER, LLC


a Delaware limited liability company,
its sole member and manager
		
	By:
	PRIME US-MIDDLE TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-UPPER TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-SUB REIT, INC.,


a Delaware corporation,
its sole member
		
	By:
	/s/ Charles J. Schreiber, Jr.


Charles J. Schreiber, Jr.,
President











PRIME US-ONE WASHINGTONIAN, LLC,
a Delaware limited liability company
		
	By:
	PRIME US-LOWER TIER, LLC


a Delaware limited liability company,
its sole member and manager
		
	By:
	PRIME US-MIDDLE TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-UPPER TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-SUB REIT, INC.,


a Delaware corporation,
its sole member
		
	By:
	/s/ Charles J. Schreiber, Jr.


Charles J. Schreiber, Jr.,
President











PRIME US-222 MAIN, LLC,
a Delaware limited liability company
		
	By:
	PRIME US-ACQUISITION I, LLC


a Delaware limited liability company,
its sole member and manager
		
	By:
	PRIME US PROPERTIES, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-MIDDLE TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-UPPER TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-SUB REIT, INC.,


a Delaware corporation,
its sole member
		
	By:
	/s/ Charles J. Schreiber, Jr.


Charles J. Schreiber, Jr.,
President











PRIME US-171 17TH STREET, LLC,
a Delaware limited liability company
		
	By:
	PRIME US-LOWER TIER, LLC


a Delaware limited liability company,
its sole member and manager
		
	By:
	PRIME US-MIDDLE TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-UPPER TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-SUB REIT, INC.,


a Delaware corporation,
its sole member
		
	By:
	/s/ Charles J. Schreiber, Jr.


Charles J. Schreiber, Jr.,
President











PRIME US-RESTON SQUARE, LLC,
a Delaware limited liability company
		
	By:
	PRIME US-LOWER TIER, LLC


a Delaware limited liability company,
its sole member and manager
		
	By:
	PRIME US-MIDDLE TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-UPPER TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-SUB REIT, INC.,


a Delaware corporation,
its sole member
		
	By:
	/s/ Charles J. Schreiber, Jr.


Charles J. Schreiber, Jr.,
President











PRIME US-101 SOUTH HANLEY, LLC,
a Delaware limited liability company
		
	By:
	PRIME US-LOWER TIER, LLC


a Delaware limited liability company,
its sole member and manager
		
	By:
	PRIME US-MIDDLE TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-UPPER TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-SUB REIT, INC.,


a Delaware corporation,
its sole member
		
	By:
	/s/ Charles J. Schreiber, Jr.


Charles J. Schreiber, Jr.,
President











PRIME US-VILLAGE CENTER STATION, LLC,
a Delaware limited liability company
		
	By:
	PRIME US-LOWER TIER, LLC


a Delaware limited liability company,
its sole member and manager
		
	By:
	PRIME US-MIDDLE TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-UPPER TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-SUB REIT, INC.,


a Delaware corporation,
its sole member
		
	By:
	/s/ Charles J. Schreiber, Jr.


Charles J. Schreiber, Jr.,
President











PRIME US-PROMENADE, LLC,
a Delaware limited liability company
		
	By:
	PRIME US-LOWER TIER, LLC


a Delaware limited liability company,
its sole member and manager
		
	By:
	PRIME US-MIDDLE TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-UPPER TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-SUB REIT, INC.,


a Delaware corporation,
its sole member
		
	By:
	/s/ Charles J. Schreiber, Jr.


Charles J. Schreiber, Jr.,
President











PRIME US-CROSSPOINT AT VALLEY FORGE, LLC,
a Delaware limited liability company
		
	By:
	PRIME US-LOWER TIER, LLC


a Delaware limited liability company,
its sole member and manager
		
	By:
	PRIME US-MIDDLE TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-UPPER TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-SUB REIT, INC.,


a Delaware corporation,
its sole member
		
	By:
	/s/ Charles J. Schreiber, Jr.


Charles J. Schreiber, Jr.,
President











PRIME US-TOWER AT EMERYVILLE, LLC,
a Delaware limited liability company
		
	By:
	PRIME US-LOWER TIER, LLC


a Delaware limited liability company,
its sole member and manager
		
	By:
	PRIME US-MIDDLE TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-UPPER TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-SUB REIT, INC.,


a Delaware corporation,
its sole member
		
	By:
	/s/ Charles J. Schreiber, Jr.


Charles J. Schreiber, Jr.,
President











	
		
	The Manager
	 

	 
	 

	We hereby confirm our agreement to the foregoing.


	 

	 
	 

	SIGNED by Sandip Talukdar
	 

	 
	/s/ Sandip Talukdar

	for and on behalf of
	 

	 
	 

	KBS US PRIME PROPERTY MANAGEMENT PTE. LTD.
	 

	(as manager of Prime US REIT)
	 















	
			
	The Trustee
	 
	 

	 
	 
	 

	We hereby confirm our agreement to the foregoing.


	 
	 

	 
	 
	 

	SIGNED by
	 
	 

	 
	/s/ Kwek Yi Lin
	/s/ Celine Koh

	for and on behalf of
	Kwek Yi Lin
	Celine Koh

	 
	Assistant Manager, Corporate Trust
	Manager, Corporate Trust

	DBS TRUSTEE LIMITED
	DBS Trustee Limited
	DBS Trustee Limited

	(as trustee of Prime US REIT)
	 
	 















The Investor
We hereby confirm our agreement to the foregoing.
KBS REIT PROPERTIES III, LLC,
a Delaware limited liability company
		
	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











	
		
	SSUB1
	 

	 
	 

	We hereby confirm our agreement to the foregoing.


	 

	 
	 

	SIGNED by Sandip Talukdar
	 

	 
	/s/ Sandip Talukdar

	for and on behalf of
	 

	 
	 

	PRIME US REIT S1 PTE. LTD.
	 















Parent US REIT
We hereby confirm our agreement to the foregoing.
PRIME US-SUB REIT, INC.,
a Delaware corporation
		
	By:
	/s/ Charles J. Schreiber, Jr.


Charles J. Schreiber, Jr.,
President











Upper-Tier U.S. LLC
We hereby confirm our agreement to the foregoing.
PRIME US-UPPER TIER, LLC,
a Delaware limited liability company
		
	By:
	PRIME US-SUB REIT, INC.,


a Delaware corporation,
its sole member
		
	By:
	/s/ Charles J. Schreiber, Jr.


Charles J. Schreiber, Jr.,
President











Middle-Tier U.S. LLC
We hereby confirm our agreement to the foregoing.
PRIME US-MIDDLE TIER, LLC,
a Delaware limited liability company
		
	By:
	PRIME US-UPPER TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-SUB REIT, INC.,


a Delaware corporation,
its sole member
		
	By:
	/s/ Charles J. Schreiber, Jr.


Charles J. Schreiber, Jr.,
President











Prime US Properties, LLC
We hereby confirm our agreement to the foregoing.
PRIME US PROPERTIES, LLC,
a Delaware limited liability company
		
	By:
	PRIME US-MIDDLE TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-UPPER TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-SUB REIT, INC.,


a Delaware corporation,
its sole member
		
	By:
	/s/ Charles J. Schreiber, Jr.


Charles J. Schreiber, Jr.,
President











Lower-Tier U.S. LLC
We hereby confirm our agreement to the foregoing.
PRIME US-LOWER TIER, LLC,
a Delaware limited liability company
		
	By:
	PRIME US-MIDDLE TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By: 
	PRIME US-UPPER TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-SUB REIT, INC.,


a Delaware corporation,
its sole member
		
	By:
	/s/ Charles J. Schreiber, Jr.


Charles J. Schreiber, Jr.,
President











Prime US-Acquisition I, LLC
We hereby confirm our agreement to the foregoing.
PRIME US-ACQUISITION I, LLC,
a Delaware limited liability company
		
	By:
	PRIME US PROPERTIES, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-MIDDLE TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-UPPER TIER, LLC,


a Delaware limited liability company,
its sole member
		
	By:
	PRIME US-SUB REIT, INC.,


a Delaware corporation,
its sole member
		
	By:
	/s/ Charles J. Schreiber, Jr.


Charles J. Schreiber, Jr.,
President