47
11.3
DISBURSEMENTS TO THIRD PARTIES
47
11.4
REPAYMENT OF FUNDS ADVANCED
47
11.5
RIGHTS CUMULATIVE, NO
WAIVER
48
ARTICLE 12.
THE ADMINISTRATIVE AGENT; INTERCREDITOR
PROVISIONS
48
12.1
APPOINTMENT AND AUTHORIZATION
48
12.2
WELLS FARGO AS LENDER
49
12.3
LOAN DISBURSEMENTS
49
12.4
DISTRIBUTION AND APPORTIONMENT OF PAYMENTS; DEFAULTING LENDERS
50
12.5
PRO RATA TREATMENT
51
12.6
SHARING OF PAYMENTS, ETC
51
12.7
COLLATERAL MATTERS; PROTECTIVE ADVANCES
52
12.8
POST-FORECLOSURE PLANS
53
12.9
APPROVALS OF LENDERS
54
12.10
NOTICE OF DEFAULTS
54
12.11
ADMINISTRATIVE AGENT'S RELIANCE, ETC
54
12.12
INDEMNIFICATION OF ADMINISTRATIVE AGENT
55
12.13
LENDER CREDIT
DECISION, ETC
55
12.14
SUCCESSOR ADMINISTRATIVE AGENT
56
ARTICLE 13.
MISCELLANEOUS PROVISIONS
56
iii
13.1
INDEMNITY
56
13.2
FORM OF DOCUMENTS
57
13.3
NO
THIRD PARTIES BENEFITED
57
13.4
NOTICES
57
13.5
ATTORNEY-IN-FACT
58
13.6
ACTIONS
58
13.7
RIGHT OF CONTEST
58
13.8
RELATIONSHIP OF PARTIES
58
13.9
DELAY OUTSIDE LENDER'S
CONTROL
58
13.10
ATTORNEYS' FEES AND EXPENSES; ENFORCEMENT
58
13.11
IMMEDIATELY AVAILABLE FUNDS
58
13.12
AMENDMENTS AND WAIVERS
58
13.13
SUCCESSORS AND ASSIGNS
60
13.14
CAPITAL ADEQUACY
62
13.15
LENDER'S AGENTS
62
13.16
TAX SERVICE
62
13.17
WAIVER OF RIGHT TO TRIAL BY JURY
62
13.18
SEVERABILITY
63
13.19
TIME
63
13.20
HEADINGS
63
13.21
GOVERNING LAW
63
13.22
USA PATRIOT ACT NOTICE
63
13.23
ELECTRONIC DOCUMENT
DELIVERIES
63
13.24
INTEGRATION; INTERPRETATION
64
13.25
JOINT
AND SEVERAL LIABILITY
64
13.26
COUNTERPARTS
64
13.27
LIMITATION ON PERSONAL LIABILITY OF SHAREHOLDERS, PARTNERS AND MEMBERS
64
EXHIBITS AND SCHEDULES
SCHEDULE 1.1(A) - PRO RATA SHARES
SCHEDULE 1.1(B) - PAR LOAN VALUES
SCHEDULE 6.3 - OWNERSHIP OF BORROWER
SCHEDULE 6.11-LITIGATION DISCLOSURE
SCHEDULE 6.24 - PROPERTY MANAGEMENT AGREEMENTS
SCHEDULE 7.1 - ENVIRONMENTAL REPORTS
EXHIBIT A - DESCRIPTION OF PROPERTIES
EXHIBIT B - DOCUMENTS
EXHIBIT C - FORM OF SUBORDINATION NON-DISTURBANCE AND ATTORNMENT AGREEMENT
EXHIBIT D - FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
iv
EXHIBIT E - FORM OF PROMISSORY NOTE
EXHIBIT F - FIXED RATE NOTICE
EXHIBIT G - TRANSFER AUTHORIZER DESIGNATION
EXHIBIT H - BORROWERS' CERTIFICATE
EXHIBIT I - ADDITIONAL DEFINITIONS
EXHIBIT J - LOAN CONSTANT CALCULATIONS
v
LOAN AGREEMENT
(Secured Loan)
THIS LOAN AGREEMENT ("Agreement") dated as of April 30, 2010 by and among KBSII
350 PLUMERIA, LLC, a Delaware limited liability company, KBSII MOUNTAIN VIEW,
LLC, a Delaware limited liability company, KBSII ONE MAIN PLACE, LLC, a Delaware
limited liability company and KBSII PIERRE LACLEDE CENTER, LLC, a Delaware
limited liability company (each individually "Borrower" and together,
"Borrowers"), 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, the "Administrative Agent").
R E C I T A L S
A. Borrowers are the owners of certain real properties located in the states of
California, New Jersey, Oregon and Missouri (each, a "Property" and
collectively, the "Properties"), which Properties are more specifically
described on Exhibit A hereto;