10.6
Counterparts
81
Section 10.7
Notices
81
Section 10.8
Administrative Agent's Sign
82
Section 10.9
No Third Party Reliance
82
Section 10.10
Assignments
82
Section 10.11
Participants
84
Section 10.12
Amendments
85
Section 10.13
Joint Borrower Provisions
86
Section 10.14
Time of Essence
90
Section 10.15
Entire Agreement; No Oral Modifications
37
Section 10.16
Captions
94
Section 10.17
Borrower-Lender Relationship
94
Section 10.18
Joint and Several Liability
94
Section 10.19
Severability
94
Section 10.20
[Reserved.]
94
Section 10.21
[Reserved.]
94
Section 10.22
Defenses
94
Section 10.23
Designated Representative(s)
94
Section 10.24
Document Imaging, Electronic Transactions and the UETA
94
Section 10.25
Swap Transactions
95
Section 10.26
USA PATRIOT ACT NOTIFICATION
95
Section 10.27
Confidentiality
95
Section 10.28
Acknowledgment and Consent to Bail-In of EEA Financial
Institutions
96
-iv-
Section 10.29
Possible Increase in the Aggregate Commitment
96
Section 10.30
Additional Project Collateral
98
Section 10.31
Releases of Projects
102
Section 10.32
Collateral Documents
104
Section 10.33
Limited Recourse Provision
104
Section 10.34
Release of a Borrower
104
Section 10.35
Civil Code Section 2822 Waiver
105
-v-
SCHEDULES
SCHEDULE 1
Pricing Commitments
EXHIBITS
EXHIBIT A
Improvements
EXHIBIT B-1
Legal Description - Domain Gateway Project
EXHIBIT B-2
Legal Description - Congress Project
EXHIBIT B-3
Legal Description - 155 North 400 West Project
EXHIBIT B-4
Legal Description - 1550 West McEwen Drive Project
EXHIBIT C
Permitted Encumbrances
EXHIBIT D
[Reserved]
EXHIBIT E
Financial Covenant Compliance Certificate Form
EXHIBIT F
Reserved
EXHIBIT G-1
Legal Description - Domain Gateway Project
EXHIBIT G-2
Legal Description - Congress Project
EXHIBIT G-3
Legal Description - 155 North 400 West Project
EXHIBIT G-4
Legal Description - 1550 West McEwen Drive Project
EXHIBIT H
Commercial Real Estate Standard Insurance Requirements
EXHIBIT I
Form of Promissory Note
EXHIBIT J
Form of Assignment and Assumption Agreement
EXHIBIT K
Assumption and Joinder Agreement
EXHIBIT L
List of Leases
-vi-
TERM LOAN AGREEMENT
THIS TERM LOAN AGREEMENT (this "Agreement") is made and entered into this
October 17, 2018, by and among KBSIII DOMAIN GATEWAY, LLC; KBSIII 515 CONGRESS,
LLC; KBSIII 155 NORTH 400 WEST, LLC; and KBSIII 1550 WEST MCEWEN DRIVE, LLC
(collectively, the "Initial Borrowers"), (ii) U.S. BANK NATIONAL ASSOCIATION, a
national banking association ("U.S. Bank") in its capacity as Administrative
Agent (hereinafter defined), and (iii) the Lenders (as hereinafter defined).
Borrowers have requested that the Lenders provide the Loan (as hereinafter
defined) to Borrowers in the initial principal sum of up to $215,000,000.00 for
the purposes set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the Advances (as hereinafter defined) to be made by
Administrative Agent and the Lenders pursuant to this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATIONS
Section 1.1
Definitions. For purposes of this Agreement, the following terms
have the following respective meanings, unless the context hereof clearly
requires otherwise:
"155 North 400 West Project": Means