BORROWER
43
9.18
LIENS
43
9.19
TRANSFERS OF COLLATERAL
43
9.20
ADDITIONAL REIT COVENANTS
43
9.21
TERMINATION PAYMENTS
43
9.22
SWAP AGREEMENT
44
9.23
GRANITE TOWER PROPERTY
45
ARTICLE 10.
REPORTING COVENANTS
45
10.1
FINANCIAL STATEMENTS AND OTHER FINANCIAL AND OPERATING INFORMATION (BORROWERS)
45
10.2
FINANCIAL STATEMENTS AND OTHER FINANCIAL AND OPERATING INFORMATION (KBS REITS)
45
10.3
ENVIRONMENTAL NOTICES
47
10.4
CONFIDENTIALITY
47
ARTICLE 11.
DEFAULTS AND REMEDIES
48
11.1
DEFAULT
48
11.2
ACCELERATION UPON DEFAULT; REMEDIES
50
11.3
DISBURSEMENTS TO THIRD PARTIES
50
11.4
REPAYMENT OF FUNDS ADVANCED
50
11.5
RIGHTS CUMULATIVE, NO WAIVER
50
ARTICLE 12.
THE ADMINISTRATIVE AGENT; INTERCREDITOR PROVISIONS
50
12.1
APPOINTMENT AND AUTHORIZATION
51
12.2
WELLS FARGO AS LENDER
51
12.3
LOAN DISBURSEMENTS
52
12.4
DISTRIBUTION AND APPORTIONMENT OF PAYMENTS; DEFAULTING LENDERS
52
12.5
PRO RATA TREATMENT
53
12.6
SHARING OF PAYMENTS, ETC
53
12.7
COLLATERAL MATTERS; PROTECTIVE ADVANCES
54
12.8
POST-FORECLOSURE PLANS
55
12.9
APPROVALS OF LENDERS
55
12.10
NOTICE OF DEFAULTS
56
- iii -
TABLE OF CONTENTS
(CONTINUED)
Page
12.11
ADMINISTRATIVE AGENT'S RELIANCE, ETC
56
12.12
INDEMNIFICATION OF ADMINISTRATIVE AGENT
56
12.13
LENDER CREDIT DECISION, ETC
57
12.14
SUCCESSOR ADMINISTRATIVE AGENT
57
ARTICLE 13.
MISCELLANEIOUS PROVISIONS
58
13.1
INDEMNITY
58
13.2
FORM OF DOCUMENTS
58
13.3
NO THIRD PARTIES BENEFITED
59
13.4
NOTICES
59
13.5
ATTORNEY-IN-FACT
59
13.6
ACTIONS
59
13.7
RIGHT OF CONTEST
59
13.8
RELATIONSHIP OF PARTIES
59
13.9
DELAY OUTSIDE LENDER'S CONTROL
59
13.10
ATTORNEYS' FEES AND EXPENSES; ENFORCEMENT
59
13.11
IMMEDIATELY AVAILABLE FUNDS
60
13.12
AMENDMENTS AND WAIVERS
60
13.13
SUCCESSORS AND ASSIGNS
61
13.14
CAPITAL ADEQUACY
63
13.15
LENDER'S AGENTS
63
13.16
TAX SERVICE
63
13.17
WAIVER OF RIGHT TO TRIAL BY JURY
63
13.18
SEVERABILITY
63
13.19
TIME
63
13.20
HEADINGS
63
13.21
GOVERNING LAW
63
13.22
USA PATRIOT ACT NOTICE
64
13.23
ELECTRONIC DOCUMENT DELIVERIES
64
13.24
INTEGRATION; INTERPRETATION
64
13.25
JOINT AND SEVERAL LIABILITY
64
13.26
COUNTERPARTS
65
13.27
LIMITATION ON PERSONAL LIABILITY OF SHAREHOLDERS, PARTNERS AND MEMEBER
65
- iv -
EXHIBITS AND SCHEDULES
SCHEDULE 1.1(A) -- PRO RATA SHARES
SCHEDULE 1.1(B) - PAR LOAN VALUES
SCHEDULE 1.1(C - INITIAL PROPERTIES
SCHEDULE 6.3 - OWNERSHIP OF BORROWERS
SCHEDULE 6.11 -LITIGATION DISCLOSURE
SCHEDULE 6.24 - PROPERTY MANAGEMENT AGREEMENTS
SCHEDULE 7.1 - ENVIRONMENTAL REPORTS
EXHIBIT A - DESCRIPTION OF INITIAL PROPERTIES
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 - FIXED RATE NOTICE
EXHIBIT G - TRANSFER AUTHORIZER DESIGNATION
EXHIBIT H - BORROWERS' CERTIFICATE
EXHIBIT I - ADDITIONAL DEFINITIONS
EXHIBIT J - FORM OF JOINDER
EXHIBIT K - ADJUSTED LOAN CONSTANT CALCULATION
- v -
AMENDED AND RESTATED AND CONSOLIDATED LOAN AGREEMENT
(Secured Loan)
THIS AMENDED AND RESTATED AND CONSOLIDATED LOAN AGREEMENT ("Agreement"), dated
as of January 27, 2011, by and among KBSII HARTMAN BUSINESS CENTER, LLC, a
Delaware limited liability company, KBSII PLANO BUSINESS PARK, LLC, a Delaware
limited liability company, KBSII HORIZON TECH CENTER, LLC, a