STATEMENTS AND OTHER FINANCIAL AND OPERATING
INFORMATION (KBS REIT)
47
10.3
ENVIRONMENTAL NOTICES
48
10.4
CONFIDENTIALITY
48
ARTICLE 11
DEFAULTS AND REMEDIES
48
11.1
DEFAULT
48
11.2
ACCELERATION UPON DEFAULT; REMEDIES
51
11.3
DISBURSEMENT TO THIRD PARTIES
51
11.4
REPAYMENT OF FUNDS ADVANCED
51
11.5
RIGHTS CUMULATIVE, NO WAIVER
51
11.6
ALLOCATION OF PROCEEDS
51
ARTICLE 12
THE ADMINISTRATIVE AGENT; INTERCREDITOR PROVISIONS
52
12.1
APPOINTMENT AND AUTHORIZATION
52
12.2
WELLS FARGO AS LENDER
53
12.3
LOAN DISBURSEMENTS
53
iii
TABLE OF CONTENTS
Page
TABLE OF CONTENTS
Page
12.4
DISTRIBUTION AND APPORTIONMENT OF PAYMENTS; DEFAULTING
LENDERS
54
12.5
PRO RATA TREATMENT
55
12.6
SHARING OF PAYMENTS, ETC
56
12.7
COLLATERAL MATTERS; PROTECTIVE ADVANCES
56
12.8
POST-FORECLOSURE PLANS
57
12.9
APPROVALS OF LENDERS
58
12.10
NOTICE OF DEFAULTS
58
12.11
ADMINISTRATIVE AGENT'S RELIANCE, ETC
58
12.12
INDEMNIFICATION OF ADMINISTRATIVE AGENT
59
12.13
LENDER CREDIT DECISION, ETC
60
12.14
SUCCESSOR ADMINISTRATIVE AGENT
60
12.15
TITLED AGENTS
61
12.16
NO SET-OFFS
61
12.17
LENDERS' REPRESENTATINS AND WARRANTIES
61
ARTICLE 13
MISCELLANEOUS PROVISIONS
62
13.1
INDEMNITY
62
13.2
FORM OF DOCUMENTS
62
13.3
NO THIRD PARTIES BENEFITED
62
13.4
NOTICES
62
13.5
ATTORNEY-IN-FACT
62
13.6
ACTIONS
62
13.7
RIGHT OF CONTEST
63
13.8
RELATIONSHIP OF PARTIES
63
13.9
DELAY OUTSIDE LENDER'S CONTROL
63
13.10
ATTORNEY'S FEES AND EXPENSES
63
13.11
IMMEDIATELY AVAILABLE FUNDS
63
13.12
AMENDMENTS AND WAIVERS
63
13.13
SUCCESSORS AND ASSIGNS
65
13.14
ADDITIONAL COSTS; CAPITAL ADEQUACY
67
13.15
LENDER'S AGENTS
69
13.16
TAX SERVICE
69
13.17
WAIVER OF RIGHT TO TRIAL BY JURY
69
13.18
SEVERABILITY
69
13.19
TIME
69
iv
TABLE OF CONTENTS
Page
TABLE OF CONTENTS
Page
13.20
HEADINGS
69
13.21
GOVERNING LAW
69
13.22
USA PATRIOT ACT NOTICE; COMPLIANCE
70
13.23
ELECTRONIC DOCUMENT DELIVERIES
70
13.24
INTEGRATION; INTERPRETATION
70
13.25
JOINT AND SEVERAL LIABILITY
71
13.26
COUNTERPARTS
71
13.27
LIMITATIONS AND PERSONAL LIABILITY OF SHAREHOLDERS, PARTNERS
AND MEMBERS
71
v
EXHIBITS AND SCHEDULES
SCHEDULE 1.1 - PRO RATA SHARES
SCHEDULE 6.3 - OWNERSHIP OF BORROWER
SCHEDULE 6.11 -LITIGATION DISCLOSURE
SCHEDULE 6.24 - PROPERTY MANAGEMENT AGREEMENT
SCHEDULE 7.1 - ENVIRONMENTAL REPORT
EXHIBIT A - DESCRIPTION OF PROPERTY
EXHIBIT B - DOCUMENTS
EXHIBIT C - FORM OF SUBORDINATION NON-DISTURBANCE AND ATTORNMENT AGREEMENT
EXHIBIT D - FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT E - FORM OF PROMISSORY NOTE
EXHIBIT F - INTENTIONALLY OMITTED
EXHIBIT G - TRANSFER AUTHORIZER DESIGNATION
EXHIBIT H - BORROWER'S CERTIFICATE
EXHIBIT I - LOAN CONSTANT CERTIFICATE
EXHIBIT J - US TAX COMPLIANCE CERTIFICATES
i
LOAN AGREEMENT
(Secured Loan)
THIS LOAN AGREEMENT ("Agreement") dated as of January 14, 2014 by and among KBS
SOR PLAZA BELLEVUE, LLC, a Delaware limited liability company ("Borrower"), each
of the financial institutions initially a signatory hereto together with their
assignees under Section 13.13 ("Lenders"), and WELLS FARGO BANK, NATIONAL
ASSOCIATION ("Wells Fargo"), as contractual representative of the Lenders to the
extent and in the manner provided in Article 12 (in such capacity, together with
its successors and assigns, "Administrative Agent").
R E C I T A L S