Exhibit 10.11
THIRD AMENDMENT TO LOAN AGREEMENT
This Third Amendment to Loan Agreement (this “Amendment”), dated as of September 1, 2011, by and among Goldman Sachs Commercial Mortgage Capital, L.P. (as predecessor-in-interest to Goldman Sachs Mortgage Company, “Goldman”), Citicorp North America, Inc. (“Citi”), KBS Acquisition Sub, LLC (“KBS Mortgage Lender,” and collectively with Goldman and Citi, “Lender”), as lender, and each of the entities listed as a “Borrower” on the signature pages hereto, collectively, jointly and severally, together with their respective permitted successors and assigns, “Borrower”), amends that certain Loan Agreement, dated as of April 1, 2008, as amended by that certain Amendment to Loan Agreement, dated as of August 22, 2008, as further amended by that certain Second Amendment to Loan Agreement, dated as of March 9, 2010, as further amended by that certain extension agreement, dated March 13, 2011, as further amended by that certain extension agreement, dated April 15, 2011, and as further amended by that certain extension agreement, dated April 29, 2011 (collectively with this Amendment, the “Loan Agreement”).
WHEREAS, Lender and Borrower desire to further amend the Loan Agreement with respect to the matters set forth herein.
NOW THEREFORE, in consideration of the mutual premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby represent, warrant, covenant and agree as follows:
Section 1. Amendments of Loan Agreement. Lender and Borrower hereby agree to amend the terms of the Loan Agreement as hereinafter set forth:
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| 1. | The defined term “Approved Management Agreement” is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Approved Management Agreement” means, collectively or individually as the context may require, those certain Property Management Agreements listed on Schedule I, attached to this Amendment, between Borrower and the respective Approved Property Manager, as the same may be modified or replaced in accordance herewith with the reasonable consent of Lender, and any other management agreement that is approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed, and with respect to which Lender receives Rating Confirmation. For the avoidance of doubt, the Property Management Agreements listed on Schedule I attached to this Amendment are hereby approved by Lender.
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| 2. | The defined term “Approved Property Manager” is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Approved Property Manager” means (i) First States Management Corp. (ii) CB Richard Ellis, (iii) Jones Lang LaSalle, (iv) PM Realty Group, (v) Transwestern, or (vi) any other management company that is approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed, and with respect to which Lender receives Rating Confirmation, in each case unless and until Lender requests
the termination of that management company pursuant to Section 5.10(d). For the avoidance of doubt, each of the property managers referenced above in subclauses (i) through (viii), inclusive, are hereby approved by Lender.
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| 3. | The defined term “Cash Management Bank” is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Cash Management Bank” means a depository institution selected by Lender in which Eligible Accounts may be maintained. The current Cash Management Bank is Bank of America (as successor in interest to LaSalle Bank, N.A).
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| 4. | The defined term “Change of Control” is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Change of Control” means the occurrence of either or both of the following: (i) the failure of any individual Borrower to be directly or indirectly 100% owned and controlled by KBS Debt Holdings, LLC or a Mezzanine Lender that acquires a direct or indirect equity interest in Borrower through foreclosure or a transfer in lieu of foreclosure, in each case in accordance with the intercreditor agreement between Lender and Mezzanine Lender, or (ii) the failure of any Single-Purpose Equityholder (if any) to be directly or indirectly 100% owned and controlled by KBS Debt Holdings, LLC or a Mezzanine Lender that acquires a direct or indirect equity interest in Borrower through foreclosure or a transfer in lieu of foreclosure, in each case in accordance with the intercreditor agreement between Lender and Mezzanine Lender.
Notwithstanding anything stated to the contrary in Sections 7.1(e) and (f) of the Loan Agreement, or elsewhere in the Loan Agreement, or in any other Loan Documents, any transfers (or the pledge or encumbrance) of equity interests or other interests in KBS Acquisition Sub-Owner 1, LLC, or in any of the direct or indirect owners of KBS Acquisition Sub-Owner 1, LLC, shall not be prohibited (and shall be expressly permitted) provided that KBS Real Estate Investment Trust, Inc. continues to own, either directly or indirectly, 100% of the ownership interests in KBS Acquisition Sub-Owner 1, LLC, provided further that any Net Cash Proceeds realized by the direct or indirect owners of KBS Acquisition Sub-Owner 1, LLC in connection with the indebtedness secured by the pledge or encumbrance of equity interests or other interests in KBS Acquisition Sub-Owner 1, LLC, or in any of the direct or indirect owners of KBS Acquisition Sub-Owner 1, LLC shall be applied (i) first, as set forth in the Mezzanine Loan Agreement and (ii) following the indefeasible repayment of the Mezzanine Loan, in such manner as the indirect owners of KBS Acquisition Sub-Owner 1, LLC may elect, provided further, that prior to any pledge or encumbrance of the equity interests or other interests in KBS Acquisition Sub-Owner 1, LLC, or in any of the direct or indirect owners of KBS Acquisition Sub-Owner 1, LLC, the third party lender which will be obtaining the pledge as collateral for its financing shall enter into an intercreditor agreement substantially similar to the Intercreditor Agreement (as that term is defined in the Mezzanine Loan Agreement), which Lender agrees to enter into with such changes as are reasonably acceptable to Lender.”
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| 5. | The defined term “Collateral” is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Collateral” means all assets owned from time to time by Borrower, including the Properties, the Revenues and all other tangible and intangible property in respect of which Lender is granted a Lien under the Loan Documents, and all proceeds thereof, and (ii) the Pledgor Equity.
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| 6. | The defined term “Cooperation Agreement” is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Cooperation Agreement” means that certain Mortgage Loan Cooperation Agreement, dated as of September 1, 2011, among Borrower, Lender and Sponsor, as the same may from time to time be modified or replaced in accordance herewith.
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| 7. | The defined term “Environmental Indemnity” is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Environmental Indemnity” means, with respect to each Property (i) that certain environmental indemnity agreement executed by Borrower and Gramercy Capital Corp. as of the Closing Date for the benefit of the Lender (it being acknowledged by the Lender that Gramercy Capital Corp. has been released from liabilities under such environmental indemnity agreement) and (ii) that certain environmental indemnity agreement executed by Borrower and Sponsor as of September 1, 2011 for the benefit of the Lender, as each of the same may from time to time be modified or replaced in accordance herewith.
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| 8. | The defined term “Guaranty” is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Guaranty” means that certain guaranty executed by Sponsor as of September 1, 2011 for the benefit of the Lender, as each of the same may from time to time be modified or replaced in accordance herewith.
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| 9. | The defined term “Lender” is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Lender” has the meaning set forth in the recitals to this Amendment and in Section 9.7.
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| 10. | The defined term “Loan Documents” is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Loan Documents” means the Loan Agreement, each of the Notes, each of the Mortgages (and related financing statements), the Environmental Indemnity (but only to the extent referenced in clause (ii) of the definition thereof, each of the Subordination of Property Management Agreements, the Cash Management Agreement, any Blocked Account Agreement, the Cooperation Agreement, the Guaranty, the Limited Guaranty, any Letter of Credit, the Pledge Agreement, and all
other agreements, instruments, certificates and documents necessary to effectuate the granting to Lender of first-priority Liens on the Collateral or otherwise in satisfaction of the requirements of the Loan Agreement or the other documents listed above, as all of the aforesaid may be modified or replaced from time to time in accordance herewith.
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| 11. | The defined term “Mezzanine Borrower” is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Mezzanine Borrower” means, collectively, (i) KBS GKK Participation Holdings I, LLC and (ii) KBS GKK Participation Holdings II, LLC.
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| 12. | The defined term “Mezzanine Lender” is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Mezzanine Lender” means, collectively, (i) Goldman Sachs Mortgage Company and (ii) Citigroup Financial Products Inc.
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| 13. | The defined term “Mezzanine Loan” is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Mezzanine Loan” means that certain repurchase facility entered into between Mezzanine Lender and Mezzanine Borrower as evidenced by the Mezzanine Loan Agreement, as the same may be amended or modified from time to time.
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| 14. | The defined term “Mezzanine Loan Agreement” is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Mezzanine Loan Agreement” means, collectively, (i) that certain Amended and Restated Master Repurchase Agreement, dated as of April 28, 2011, by and between Citigroup Financial Products Inc., as Buyer and KBS GKK Participation Holdings II, LLC, as seller and (ii) that certain Amended and Restated Master Repurchase Agreement, dated as of April 28, 2011, by and between Goldman Sachs Mortgage Company, as Buyer and KBS GKK Participation Holdings I, LLC, as seller , as each may be amended or modified from time to time.
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| 15. | The defined term “Mezzanine Loan Documents” is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Mezzanine Loan Documents” means the “Transfer Documents” as defined in the Mezzanine Loan Agreement.
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| 16. | The defined term “Parcel Release Price” is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Parcel Release Price” means the “Release Price” as defined below.
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| 17. | The defined term “Permitted Debt” is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Permitted Debt” means:
(i) the Indebtedness (including, without limitations, obligations under any guaranties and/or indemnities required under this Agreement); and
(ii) (a) Trade Payables not represented by a note customarily paid by Borrower within 60 days of incurrence and in fact not more than 60 days outstanding, or (b) Operating Expenses for which the Borrower has not received a bill or invoice, or if Borrower has received a bill or invoice, the same has not remained unpaid for more than 60 days, which, with respect to both (a) and (b) are incurred in the ordinary course of Borrower's ownership and operation of the Properties, in amounts reasonable and customary for similar Properties and not exceeding 2.0% of the Loan Amount in the aggregate, or in such other amounts as may reasonably be agreed to by Lender.
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| 18. | The defined term “Release Price” is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Release Price” means, with respect to the release of a Property, the valuations of the Properties determined by Aquila Property Company (as set forth on Schedule E hereto), provided that (i) if such valuations collectively equal more than $239,503,594.90 such valuations shall be reduced proportionately in order for the Release Prices to equal $239,503,594.90 and (ii) if such valuations are collectively equal to or less than $239,503,594.90 such valuations shall be grossed up proportionately in order for the Release Prices to equal $239,503,594.90, provided that following the execution of the Third Amendment, the Release Prices may be modified in a manner reasonably agreed to by Borrower and Lender and provided further, however, in the event Loss Proceeds with respect to any Property shall be applied to the repayment of the Loan pursuant to Section 5.16, the Release Price for such Property shall be reduced dollar-for-dollar by an amount equal to the Loss Proceeds so applied.”
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| 19. | The defined term “Single-Purpose Entity” is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Single-Purpose Entity” means a Person which (a) was formed solely for the purpose of acquiring and holding (i) in the case of a Property Owner, an ownership interest in its Property, (ii) in the case of a Pledgor, an ownership interest in its Required Equity or (iii) in the case of a Single-Purpose Equityholder, an ownership interest in the Borrower, (b) does not engage in any business unrelated to (i) in the case of a Property Owner, such Property, (ii) in the case of a Pledgor, such Required Equity or (iii) in the case of a Single-Purpose Equityholder, its ownership interest in the Borrower, (c) does not have any assets other than those related to (i) in the case of a Property Owner, such Property, (ii) in the case of a Pledgor, such Required Equity or (iii) in the case of a Single-Purpose Equityholder, its ownership interest in the
Borrower, (d) does not have any Debt other than, in the case of Borrower, Permitted Debt, (e) maintains books, accounts, records, financial statements, stationery, invoices and checks which are separate and apart from those of any other Person (except that such Person's financial position, assets, results of operations and cash flows may be included in the consolidated financial statements of an Affiliate of such Person in accordance with GAAP, provided that any such consolidated financial statements shall contain a note indicating that such Person and its Affiliates are separate legal entities and maintain records, books of account separate and apart from any other Person), (f) is subject to and complies with all of the limitations on powers and separateness requirements set forth in the organizational documentation of such Person as of the Closing Date, (g) holds itself out as being a Person separate and apart from each other Person and not as a division or part of another Person, (h) conducts its business in its own name (except for services rendered under a management agreement with an Affiliate, so long as the manager, or equivalent thereof, under such management agreement holds itself out as an agent of such Person), (i) exercises reasonable efforts to correct any known misunderstanding actually known to it regarding its separate identity, and maintains an arm's-length relationship with its Affiliates, (j) pays its own liabilities out of its own funds (including the salaries of its own employees, if any) and reasonably allocates any overhead that is shared with an Affiliate, including paying for shared office space and services performed by any officer or employee of an Affiliate, (k) maintains a sufficient number of employees in light of its contemplated business operations, (l) conducts its business so that the assumptions made with respect to it which are contained in the Nonconsolidation Opinion shall at all times be true and correct in all material respects, (m) except as contemplated by the Loan Documents, maintains its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person, (n) observes all applicable corporate entity-level formalities in all material respects, (o) except as contemplated by the Loan Documents, does not commingle its assets with those of any other Person and holds such assets in its own name, (p) except as contemplated by the Loan Documents, except as set forth in the Encumbered Property Debt Documents and the Loan Documents, does not assume, guarantee or become obligated for the debts of any other Person, and does not hold out its credit as being available to satisfy the obligations or securities of others, (q) does not acquire obligations or securities of its shareholders, members or partners, (r) except as contemplated by the Loan Documents, except in connection with the Loan, does not pledge its assets for the benefit of any other Person and does not make any loans or advances to any Person, (s) intends to maintain adequate capital in light of its contemplated business operations, (t) has two Independent Directors, or, in the case of a limited partnership, has a Single-Purpose Equityholder with two Independent Directors, (u) has by-laws or an operating agreement, or, in the case of a limited partnership, has a Single-Purpose Equityholder with by-laws or an operating agreement, which provides that, for so long as the Loan is outstanding, such Person shall not take or consent to any of the following actions except to the extent expressly permitted in this Agreement and the other Loan Documents:
(i) to the fullest extent permitted by law, the dissolution, liquidation, consolidation, merger or sale of all or substantially all of its assets (and, in the case of a Single-Purpose Equityholder, the assets of the Borrower);
(ii) the engagement by such Person (and, in the case of a Single-Purpose Equityholder, the engagement by the Borrower) in, (x) in the case of any Property Owner, any business other than the acquisition, development, management, leasing, ownership, maintenance and operation of its Property, and activities incidental thereto, (y) in the case of any Pledgor, any business other than the acquisition and ownership of its Required Equity, and (iii) in the case of a Single-Purpose Equityholder, activities incidental to the acquisition and ownership of its interest in the Borrower;
(iii) the filing, or consent to the filing, of a bankruptcy or insolvency petition, any general assignment for the benefit of creditors or the institution of any other insolvency proceeding, or the seeking or consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official in respect of such Person without the affirmative vote of all of its Independent Directors (and, in the case of a Single-Purpose Equityholder, in respect of the Borrower without the affirmative vote of both of such Single-Purpose Equityholder's Independent Directors); and
(iv) any amendment or modification of any provision of its (and, in the case of a Single-Purpose Equityholder, the Borrower's) organizational documents relating to qualification as a “Single-Purpose Entity”, and
(v) if such entity is a Single Member LLC that does not have an independent non-equity member, has organizational documents which provide that upon the occurrence of any event (other than a permitted equity transfer) that causes its sole member to cease to be a member while the Loan is outstanding, at least one of its Independent Directors shall automatically be admitted as the sole member of the Single Member LLC and shall preserve and continue the existence of the Single Member LLC without dissolution
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| 20. | The defined term “Sponsor” is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Sponsor” means KBS Acquisition Sub, LLC, or any successors and assigns thereof by merger or consolidation.
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| 21. | The defined term “Spread” is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Spread” means:
From September 1, 2011 through November 30, 2011: 3.00%
From December 1, 2011 through February 29, 2012: 4.50%
From March 1, 2012 through May 31, 2012: 6.00%
From June 1, 2012 through August 31, 2012: 7.50%
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| 22. | The defined term “Transfer” is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Transfer” means (i) with respect to a Property, the pledge, sale or other whole or partial conveyance of all or any portion of any of the Properties or any direct or indirect interest therein, or any direct or indirect equity interest in the owner thereof, including granting of any purchase options, rights of first refusal, rights of first offer or similar rights in respect of any portion of such Property or the subjecting of any portion of such Property to restrictions on transfer; except that the conveyance of a space lease at such Property in accordance herewith shall not constitute a Transfer and (ii) with respect to the Pledgor Equity, unless expressly permitted hereunder, the pledge, sale or other whole or partial conveyance of all or any portion thereof or any direct or indirect equity interest therein.
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| 23. | The following definitions are hereby deleted in their entirety: (i) AFRT Owner, (ii) Merger, (iii) Merger Agreement, (iv) Mezzanine Loan Cash Management Account, (v) Permitted TRS Contribution Agreement, (vi) Permitted TRS Entity, (vii) Junior Mezzanine Borrower, (viii) Junior Mezzanine Lender, (ix) Junior Mezzanine Loan, (x) Junior Mezzanine Loan Agreement, (xi) Junior Mezzanine Loan Documents, (xii) Whole Loan Guarantor, (xiii) Whole Loan Guaranty, (xiv) Permitted Distribution, (xv) Extension Interest Rate Cap Agreement, (xvi) Mezzanine Loan Event of Default, (xvii) Mezzanine Loan Principal Indebtedness, (xviii) Permitted Joint Venture (xix) Prepayment Fee , (xx) Qualified Operating Account, (xxi) Affiliated Release Price, (xxii) Unaffiliated Release Price (xxiii) Allocated Loan Amount and any terms and conditions based upon the usage of the foregoing terms in the Loan Agreement and any other Loan Documents shall be construed to be ineffective. |
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| 24. | The following definitions are hereby inserted in the “DEFINITIONS” section of the Loan Agreement in alphabetical order: |
“Default Rate” means, with respect to any Note or Note Component, the greater of (x) 4% per annum in excess of the interest rate otherwise applicable to such Note or Note Component hereunder and (y) 1% per annum in excess of the Prime Rate from time to time.
“Equity Transfer” means the transfers of the equity interests in the Borrowers as set forth on Schedule B hereto.
“Limited Guaranty” means that certain Limited Guaranty, dated as of the date hereof, from Pledgor for the benefit of the Lender.
“Monthly Operating Expense Amount” means with respect to any calendar month, the amount payable for Operating Expenses pursuant to Section 3.7 herein, together with (a) that portion of the Management Fee (as defined in the Settlement Agreement)
payable under the Settlement Agreement or the Management Services Agreement (as defined in the Settlement Agreement) for such calendar month as allocated for the Property, subject to Lender's reasonable approval, (b) the amount required to pay all Taxes prior to such Taxes becoming delinquent, (c) to the extent Borrower does not maintain a blanket insurance policy, the amount sufficient to pay all insurance premiums by the 10th day prior to the date they become due and (d) other amounts incurred by Borrower in connection with the operation, management and maintenance of the Properties and approved by Lender, which approval shall not be unreasonably withheld.
“Net Cash Proceeds” means with respect to any financing or refinancing, the difference, if any, of (i) the sum of all cash received by the direct or indirect owners of KBS Acquisition Sub-Owner 1, LLC minus (ii) the principal amount of any indebtedness that is secured by the asset subject to the indebtedness and that is required to be repaid in connection with such financing or refinancing, together with any applicable premium, penalty, interest and breakage costs minus (iii) all reasonable third party out of pocket costs and expenses incurred in connection with such financing or refinancing.
“Pledge Agreement” means that certain Pledge and Security Agreement, dated as of September 1, 2011, by the Pledgor for the benefit of Lender.
“Pledgor” means KBS Acquisition Sub-Owner 1, LLC, a Delaware limited liability company.
“Pledgor Equity” means 100% of the direct equity interests in each Borrower as set forth in the Pledge Agreement, as modified from time to time to reflect any Transfer permitted pursuant hereto.
“Replacement Mezz Borrower” means any entity that is a borrower under the Replacement Mezz Loan.
“Replacement Mezz Loan” means a loan agreement that may be entered into by Pledgor and its affiliates solely for the purpose of satisfying the outstanding debt under the Mezzanine Loan.
“Settlement Agreement” means the Collateral Transfer and Settlement Agreement made as of September 1, 2011, by and among GKK Stars Acquisition LLC, a Delaware limited liability company, KBS Acquisition, KBS Debt Holdings Mezz Holder, LLC, a Delaware limited liability company, Seller and KBS Acquisition Holdings as the same may be amended, restated or otherwise modified from time to time.
“Shortfall Event” means the inability of the Mezzanine Borrower or Replacement Mezz Borrower to make its debt service payments as they become due and payable pursuant to the terms of the Mezzanine Loan or Replacement Mezz Loan, as applicable, provided that (i) a Shortfall Event will not exist until such time as Borrower provides Lender with monthly reports demonstrating its inability to make
the applicable debt service payments, and such reports shall include the information required pursuant to Section 5.14, as well as monthly cash flow statements tied to bank statements (including a reconciliation of beginning cash balances to ending cash balances) (such reports, the “Shortfall Reports”), and (ii) a Shortfall Event will cease to exist at any time that Borrower has not provided a Shortfall Report to Lender for forty-five (45) days.
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| 25. | Section 1.2(a) is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“The Maturity Date of the Loan shall be August 31, 2012.”
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| 26. | Section 1.2(b) is hereby deleted in its entirety. |
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| 27. | Section 1.3(b) is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“The loan shall be prepayable (in whole or in part) at any time without the payment of a prepayment fee. Notwithstanding the foregoing, the Borrower shall indemnify Lender against any loss or expense (but excluding any profit) that such Lender may sustain or incur as a consequence of any prepayment which results in Lender receiving or being deemed to receive any amount on account of the principal of the Loan prior to the end of the Interest Accrual Period in effect therefor. The entire outstanding Principal Indebtedness, together with all interest thereon through the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and all other amounts then due under the Loan Documents shall be due and payable by Borrower to Lender on the Maturity Date.”
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| 28. | Section 1.4 is hereby deleted in its entirety. |
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| 29. | The first sentence of Section 2.1(a) is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Borrower shall have the right, at its option, upon ten Business Days' prior written notice to Lender (which notice may be revocable at any time by Borrower, provided that Borrower shall reimburse Lender for all of its reasonable out-of-pocket costs and expenses incurred as a result of any such revocation), to prepay the Loan in whole or in part at any time.”
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| 30. | Section 2.1(b) is hereby deleted in its entirety. |
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| 31. | Section 2.2(a) is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“(a) So long as no Event of Default is then continuing and all amounts then due and owing to Lender have been paid in full, Borrower may from time to time obtain the release of one or more of the Properties from the Liens of the Loan Documents in
connection with a sale to an unaffiliated third-party in an arms'-length transaction, provided that
(1) if the Net Proceeds are equal to or exceed 110% of the Release Price, then at the time of such release, (A) Borrower shall prepay the Loan, in accordance with Section 2.1, in an amount equal to the applicable Release Price, which prepayment shall be accompanied by the other amounts specified in Section 2.1, (B) 10% of the Net Proceeds shall be deposited by the Borrower into the Cash Management Account to be used by the Borrower as Capital Expenditures, which such uses by Borrower shall be subject to Lender's reasonable approval, and (C) all remaining amounts shall be applied toward the repayment of the Mezzanine Loan, provided that following the repayment in full of the Mezzanine Loan, all remaining amounts (up to 125% of the Release Price) shall be applied toward the repayment of the Loan, with all remaining amounts above 125% of the Release Price being applied in such manner as the Borrower may elect;
(2) if the Net Proceeds are less than 110% of the Release Price but are equal to or exceed 100% of the Release Price then at the time of such release, (A) Borrower shall prepay the Loan, in accordance with Section 2.1, in an amount equal to 90% of the applicable Net Proceeds, which prepayment shall be accompanied by the other amounts specified in Section 2.1 and (B) 10% of the Net Proceeds shall be deposited by the Borrower into the Cash Management Account to be used by the Borrower as Capital Expenditures, which such uses by Borrower shall be subject to Lender's reasonable approval;
(3) if the Net Proceeds are less than 100% of the Release Price then at the time of such release the DSCR for the Test Period most recently ended, recalculated to include only income and expense attributable to Borrower's interest in the Properties remaining after the contemplated release and to exclude the interest expense and principal payments on the aggregate amount to be prepaid, would be equal to or greater than DSCR immediately prior to such release (as reasonably determined by Lender). In the event that the DSCR after the Release would be less than the DSCR immediately prior to such release, Borrower may request Lender's approval for such release, such approval not to be unreasonably withheld. If (A) the DSCR after the Release would be greater than the DSCR immediately prior to such release or (B) Lender reasonably agrees to such release then Borrower shall prepay the Loan, in accordance with Section 2.1, in an amount equal to 90% of the applicable Net Proceeds, which prepayment shall be accompanied by the other amounts specified in Section 2.1 , and (B) 10% of the Net Proceeds shall be deposited by the Borrower into the Cash Management Account to be used by the Borrower as Capital Expenditures, which such uses by Borrower shall be subject to Lender's reasonable approval.
Borrower shall reimburse Lender for any actual reasonable out-of-pocket costs and expenses incurred by Lender in connection with this Section 2.2 (including the reasonable fees and expenses of legal counsel and the Servicer).
Notwithstanding the foregoing, in the event that the Net Proceeds deposited into the Cash Management Account to be applied toward Capital Expenditures at any time exceeds $10 million, prior to any further deposit of funds into the Cash Management Account for Capital Expenditures by Borrower following a sale of Property, Borrower shall deliver a reconciliation of the uses by Borrower of such Capital Expenditures funds. In the event that Lender, in its reasonable discretion, determines that no further Capital Expenditures are required with respect to the remaining Properties owned by the Borrower, all Net Proceeds which otherwise would have been deposited into the Cash Management Account to be applied toward Capital Expenditures shall instead by applied toward the repayment of the Loan.”
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| 32. | Section 3.2(a) is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“The Cash Management Agreement shall provide that prior to the occurrence of an Event of Default, the Cash Management Bank shall, disburse all amounts in accordance with the waterfall set forth in Section 3.2(b). After the occurrence of an Event of Default, Lender may direct Cash Management Bank to disburse amounts in Lender's sole discretion. Lender may notify the Cash Management Bank at any time of any change in the Minimum Balance (as hereinafter defined). Lender shall deliver a copy of any notice of a change in the Minimum Balance to Borrower, for information only (but any failure by Lender to do so shall not in any way limit Borrower's obligations or liabilities hereunder).”
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| 33. | Section 3.2(b) is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“On each Payment Date, provided no Event of Default has occurred and is continuing, Lender shall transfer amounts from the Cash Management Account, to the extent available therein, to make the following payments in the following order of priority:
(i) the amount of all scheduled or delinquent interest on the Loan and all other amounts then due and payable under the Loan Documents (“Scheduled Debt Service”);
(ii) (A) the amount required to pay all Taxes prior to such Taxes becoming delinquent, and (B) to the extent Borrower does not maintain a blanket insurance policy, the amount sufficient to pay all insurance premiums by the 10th day prior to the date they become due (the amounts set forth in clauses (A) and (B), together with the Scheduled Debt Service, the “Minimum Balance”);
(iii) to Borrower, within five (5) days of Lender's approval of the Monthly Budget pursuant to Section 3.7 hereto, the Monthly Operating Expense Amount;
(iv) during the continuance of a Shortfall Event, to such account as shall be designated by Replacement Mezz Borrower solely for the purpose of making payments of debt service (interest and required principal payments) under the Replacement Mezz
Loan from time to time, and only such amounts as are necessary to avoid the continuance of a Shortfall Event (such amounts constituting the “Shortfall Amount”);
(v) during the continuance of a Shortfall Event, all amounts in excess of the Shortfall Amount to prepay the outstanding principal balance of the Loan; and
(vi) if a Shortfall Event is not continuing, all remaining amounts to prepay the outstanding principal balance of the Loan”
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| 34. | Section 3.7 is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“3.7. Operating Expenses. By no later than ten (10) days prior to the first day of each calendar month, Borrower may request that Lender release the Monthly Operating Expense Amount from the Cash Management Account (but in any event not more then once a month), by submitting to Lender for their review and approval, not to be unreasonably withheld, a budget for the next calendar month (the “Monthly Budget”) which shall include a breakdown of estimated Operating Expenses and all other amounts to be incurred by Borrower in connection with the operation, management and maintenance of the Properties for the next calendar month and shall otherwise be in form and substance reasonably acceptable to Lender. Upon receipt of the Monthly Budget, Lender will review the Monthly Budget and cause the release of such funds for those Operating Expenses and other amounts that have been reasonably approved by Lender pursuant to the foregoing. In the event that Lender reasonably objects to a proposed Monthly Budget submitted by Borrower, Lender shall advise Borrower of such objections within five (5) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Monthly Budget and resubmit the same to Lender. Lender shall advise Borrower of any reasonable objections to such revised Monthly Budget within five (5) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this subsection until Lender approves the Monthly Budget (which approval shall not be unreasonably withheld). Lender agrees to respond to any such request for approval of the Monthly Budget within five (5) days after actual receipt thereof by Lender and the failure of Lender to respond in any manner to Borrower with such five (5) day period shall be deemed to constitute approval to such request; provided that (i) the original request for consent shall have contained a statement therein, in uppercase letters, that the failure of Lender to respond to such request within five (5) days shall be deemed to be consent thereto, and (ii) if the Lender transmits in writing any request by Lender for such additional information as may be reasonable under the circumstances, then Lender shall be deemed to have responded within such five (5) day period; provided however that if, within five (5) days after actual receipt by Lender of such additional information requested by Lender, Lender does not transmit in writing a response to Borrower that is either approving or withholding its approval to such proposed Monthly Budget, such failure to transmit such a response within the five (5) day time period shall be deemed to constitute Lender's approval of such Monthly Budget. Within fifteen (15) days after the end of each Fiscal Quarter (including year-end), Borrower shall submit a quarterly reconciliation which has been certified by an authorized officer of Borrower, in form and substance reasonably acceptable to Lender, which shall include supporting documentation, which may include an
accounting of outstanding Operating Expenses and other amounts related to the Property and supporting invoices related thereto which Lenders may reasonably request.
| |
| 35. | Section 4.42 is hereby deleted in its entirety. |
| |
| 36. | Section 5.2(b) is hereby deleted in its entirety. |
| |
| 37. | Section 5.12 is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“Annual Financial Statements. As soon as available, and in any event within 120 days after the close of each Fiscal Year, beginning with the 2011 Fiscal Year, Borrower shall furnish to Lender, in an Excel spreadsheet file in electronic format (which may be via an intralinks site at Borrower's sole cost and expense), or, in the case of predominantly text documents, in Adobe pdf format, a balance sheet of Borrower and (except to the extent stock in Sponsor is publicly traded on a major stock exchange) Sponsor as of the end of such year, which statements with respect to Borrower shall be on both a consolidated basis with respect to the Properties as a whole and an individual Property basis with respect to the Properties, together with related statements of income for such Fiscal Year. Together with Borrower's annual financial statements, Borrower shall furnish to Lender, in hard copy and electronic format:
(i) then current rent roll and occupancy reports of the Properties; and
(ii) such other information as Lender shall reasonably request, to the extent readily available to Borrower or Sponsor without material cost or expense.”
| |
| 38. | Section 5.16(d) is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“(d) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(b) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan (without the payment of any Prepayment Fee) and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). If the Note has been bifurcated into multiple Note Components pursuant to Section 1.3(c), all prepayments of the Loan made by Borrower in accordance with this Section 5.16(d) shall be applied to the Note Components in ascending order of interest rate (i.e., first to the Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. The Release Price for any Property for which Loss Proceeds are applied to repayment of the Loan pursuant to this Section 5.16(d) shall be reduced by the amount of such repayment. If Loss Proceeds are not made available to restore any Property and are applied to the prepayment of the Loan, Borrower shall be entitled to obtain the release of the applicable Property pursuant to Section 2.2, provided
that Borrower shall not be obligated to satisfy the requirements of clauses (2) of Section 2.2(a) in connection with such release.”
| |
| 39. | The following Section 5.22 is hereby inserted immediately following Section 5.21: |
“5.22. Appraisals. At Lender's request, Borrower shall, within ninety (90) days of notice from Lender, deliver then-current appraisals of each of the Mortgaged Properties prepared in accordance with the requirements of FIRREA, each in a form reasonably acceptable to Lender. Notwithstanding the foregoing, in the event that Borrower is unable to deliver such appraisals within ninety (90) days, Borrower shall be entitled to an extension of thirty (30) additional days by which to deliver the appraisals described in this Section 5.22, provided that the Spread for such thirty (30) day extension period shall be increased by one percent (1%) over the Spread then in effect for such period.”
| |
| 40. | Section 6.4 is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“6.4. Debt. Borrower shall not have any Debt, other than Permitted Debt. Any direct or indirect equityholder of Borrower, other than Sponsor or any direct or indirect equityholder of Sponsor, shall not have any Debt, other than Permitted Debt.”
| |
| 41. | Section 9.4 is hereby amended by replacing the notice addresses contained therein with the following: |
|
|
| "If to Lender: |
| Goldman Sachs Mortgage Company |
| 200 West Street |
| New York, New York 10282 |
| Attention: Anthony Preisano |
| |
| and |
| |
| Citicorp North America, Inc. |
| 388 Greenwich Street |
| New York, New York 10013 |
| Attention: Michael Schadt |
| |
| with copy to |
| |
| Weil, Gotshal & Manges LLP |
| 767 Fifth Avenue |
| New York, New York 10153 |
| Attention: Samuel M. Zylberberg, Esq. (EG) |
|
|
| If to Borrower: |
| c/o KBS Capital Advisors LLC |
| 620 Newport Center Dr., Suite 1300 |
| Newport Beach, CA 92660 |
| Attention: David E. Snyder, Chief Financial Officer |
| |
| with copies to: |
| |
| Greenberg Traurig, LLP |
| 3161 Michelson Drive, Suite 1000 |
| Irvine, CA 92612 |
| Attention: Bruce Fischer, Esq." |
| |
| 42. | Clause (iii) of Section 9.19(b) is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“(iii) the misappropriation by any Borrower, the Sponsor or any of their respective Affiliates of any funds in violation of the Loan Documents (including misappropriation of Revenues, security deposits and/or Loss Proceeds and the violation of the last sentence of Section 5.7(d)). For the avoidance of doubt, failure to prepay the loan as required pursuant to the terms of Sections 3.2(b)(iv) and 3.2(b)(v) this Agreement shall be a misappropriation of funds pursuant to this clause (iii);”
| |
| 43. | Clause (v) of Section 9.19(b) is hereby deleted in its entirety and the following is inserted in lieu thereof: |
“(v) the failure of any Borrower or Pledgor, at any time, to comply with the Single-Purpose Entity requirements hereunder, in any material respect;
| |
| 44. | The following Section 9.24 is hereby inserted immediately following Section 9.23 of the Loan Agreement: |
9.24 Good Faith Sale Efforts. On each monthly anniversary of the date hereof, Borrower shall provide Lender with evidence reasonably satisfactory to Lender that Borrower is exercising commercially reasonably efforts to either (i) refinance the existing indebtedness under the Loan, or (ii) sell the Properties. Such evidence may include presentations made to prospective lenders or purchasers and any other marketing or offering materials distributed by Borrower to third parties with respect to the Loan and the Properties.
| |
| 45. | Exhibit A of the Loan Agreement shall be, and hereby is, deleted in its entirety and shall be, and hereby is replaced with the organizational chart attached hereto as Exhibit A. |
| |
| 46. | Schedule A-1 of the Loan Agreement shall be, and hereby is, deleted in its entirety and shall be, and hereby is replaced with the attached Schedule A-1. |
| |
| 47. | Schedule A-2 of the Loan Agreement shall be, and hereby is, deleted in its entirety and shall be, and hereby is replaced with the attached Schedule A-2. |
| |
| 48. | Schedule E of the Loan Agreement shall be, and hereby is, deleted in its entirety and shall be, and hereby is replaced with the attached Schedule E. |
| |
| 49. | Exhibit I of the Loan Agreement shall be, and hereby is, deleted in its entirety |
Section 2. Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of each of the following conditions:
| |
| 1. | A Mezzanine Loan Event of Default is not continuing; |
| |
| 2. | Lender shall have received UCC, bankruptcy, judgment, tax lien and litigation searches with respect to each Borrower in both its state of formation, and, if such Borrower owns Property, in each county in which such Borrower owns Property; |
| |
| 3. | Borrower shall have paid or reimbursed Lender for all of its out-of-pocket costs and expenses (including, without limitation, reasonable out-of-pocket legal fees) related to the negotiation, execution and delivery of this Amendment; |
| |
| 4. | Borrower shall have delivered a fully executed copy of this Amendment to Lender; |
| |
| 5. | Pledgor shall have delivered a fully executed copy of the (i) Limited Guaranty and (ii) Pledge Agreement to Lender; and |
| |
| 6. | Sponsor shall have delivered a guaranty and environmental indemnity in form and substance similar to the Guaranty and Environmental Indemnity. |
Notwithstanding the foregoing, the conditions set forth above in this Section 2 shall be deemed satisfied and this Amendment shall be deemed effective, upon execution and delivery of this Amendment to Borrower.
Section 3. Post Closing Obligations.
| |
| 1. | Borrower shall, within one hundred twenty (120) days of the date hereof deliver (i) certified copies of the organizational documents of each Pledgor (and each applicable Single-Purpose Equityholder), (ii) original limited liability company or partnership interest certificates, as the case may be, executed in blank for each Pledgor, (iii) enforceability opinion letters in a form similar to those delivered in connection with the Loan and reasonably acceptable to Lender, and (iv) to the extent written request is delivered to Borrower within forty-five (45) days from the date of this Agreement, all other instruments, agreements, certificates and documents as Lender may reasonably request to evidence, confirm, perfect and maintain the Liens securing or intended to secure the obligations of Borrower. |
| |
| 2. | Borrower shall, within ninety (90) days of the date hereof, deliver to the Lender (i) “date-down” endorsement for each Qualified Title Insurance Policy in respect of the Mortgage Loan Property, or a new Qualified Title Insurance Policy for any specific Mortgage Loan Property where a “date-down” endorsement is not available, each in a form reasonably satisfactory to Lender and (ii) amendments to each of the Mortgages reflecting the terms of this Amendment and reasonably acceptable to Lender, provided that Lender delivers to Borrower the form of such amendment to be used by Borrower within thirty (30) days after the date of this Amendment, provided further that in the event Lender fails to deliver the form of such amendment within thirty (30) days of this Amendment, Borrower shall be granted a one (1) day extension to its requirement to deliver the items listed in this clause (2) for each day that Lender fails to deliver the form of amendment to Borrower. Notwithstanding the foregoing, Borrower shall be entitled to an extension of thirty (30) additional days by which to deliver each of the items set forth in clauses (i) and (ii) above, provided that the Spread for such thirty (30) day extension period shall be increased by one percent (1%) over the Spread then in effect for such period. |
Section 4. Miscellaneous.
(a) All of the terms and conditions of the Loan Agreement are incorporated herein by reference with the same force and effect as if fully set forth herein. Except as expressly amended hereby, the Loan Agreement and each of the other Loan Documents remains in full force and effect in accordance with its terms.
(b) This Amendment shall be governed by and construed and interpreted in accordance with the laws of the State of New York, without regard to principles of conflicts of law.
(c) Lender hereby represents and warrants that, to its actual knowledge, other than an Event of Default which has been cured pursuant to this Amendment, no default exists under the Loan Documents and that the Loan is in full force and effect as of the date of this Amendment. Lender hereby further represents and warrants that it is the holder of the Notes and the other Loan Documents (and no other party has any interest in the Notes or the other Loan Documents) and has the authority to enter into and execute this Amendment. Borrower acknowledges that (i) Citi shall have no liability as to any representations made by Lender hereunder unless such breach was caused by Citi, (ii) Goldman shall have no liability as to any representations made by Lender hereunder unless such breach was caused by Goldman and (iii) KBS Mortgage Lender shall have no liability as to any representations made by Lender hereunder unless such breach was caused by KBS Mortgage Lender.
(d) Lender acknowledges and agrees that as of the Effective Date (i) the current outstanding principal balance of Amended and Restated Promissory Note A-1 held by Goldman is $115,431,157.89 (ii) the current outstanding principal balance of Amended and Restated Promissory Note A-2 held by Citi is $89,779,270.28, (iii) the current outstanding principal balance of Amended and Restated Promissory Note A-3 held by KBS Lender is $34,293,166.73, (iv) there are no escrow and/or reserve accounts held on behalf of Lender with respect to the Loan, other than (x) the Environmental Escrow Account which as of the date of
this Amendment holds a balance of $75,000 (the “Environmental Funds”) and (y) the Cash Management Account which, as of the date of this Amendment, holds a balance of $1,750,833.94 (the “Cash Account Funds”) and (v) accrued and unpaid interest with respect to the Loan is $701,213.30. Lender and Borrower acknowledge that Cash Account Funds and the Environmental Funds will be applied from time to time in accordance with Section 3.2(b) of the Loan Agreement, provided that so long as an Event of Default is not continuing, such Cash Account Funds and Environmental Funds (A) shall not be applied as provided in clauses (v) and/or (vi) of Section 3.2(b) hereof, and (B) shall, to the extent that other funds on deposit in the Cash Management Account are insufficient to pay the amounts set forth in clauses (i)-(iv) of Section 3.2(b), be applied solely for future disbursements related to the items referred to in clauses (i)-(iv) of Section 3.2(b) hereof.
(e) Notwithstanding anything stated to the contrary in the Loan Agreement or in any of the other Loan Documents, any event or circumstance existing as of the date of this Amendment described in subsections (a) through (j), inclusive, of Section 7.1 of the Loan Agreement, or otherwise described as a default or “Event of Default” in the Loan Agreement or in any of the other Loan Documents which (x) can be cured solely by the payment of money shall not constitute a default or an Event of Default under the Loan unless and until such default remains uncured for 20 days after Borrower receives written notice thereof or (y) is not susceptible of being cured, shall be deemed waived or (z) cannot be solely cured by the payment of money but is otherwise susceptible of being cured, shall not constitute a default or an Event of Default under the Loan unless and until such default remains uncured for 120 days after Borrower receives written notice thereof, provided that if such default is susceptible of being cured but is not reasonably curable within such 120 day period, Borrower shall have such additional time as is reasonably necessary to effect such cure so long as (i) Borrower is diligently and expeditiously proceeding to cure the default and (ii) such default does not cause a Material Adverse Effect.
(f) Lender hereby consents to the Equity Transfer and agrees that such Equity Transfer will not, in and of itself, directly or indirectly, trigger a Default or Event of Default under the Loan Agreement, or any of the other Loan Documents.
(g) Borrower hereby (1) unconditionally ratifies and confirms, renews and reaffirms all of its obligations under the Loan Agreement and each of the other Loan Documents, (2) acknowledges and agrees that such obligations remain in full force and effect, binding on and enforceable against it in accordance with the terms, covenants and conditions of the Loan Agreement as amended hereby and the other Loan Documents, in each case, without impairment, and (3) represents, warrants and covenants that, to its knowledge, it is not in default under the Loan Agreement or any of the other Loan Documents beyond any applicable notice and cure periods, and there are no defenses, offsets or counterclaims against the Indebtedness.
(h) Sponsor hereby (1) unconditionally approves and consents to the execution by Borrower of this Amendment and the modifications to the Loan Documents effected thereby, (2) unconditionally ratifies, confirms, renews and reaffirms all of its obligations under the Guaranty, and the environmental indemnity referenced in clause (ii) of the definition of Environmental Indemnity and Cooperation Agreement (the “Sponsor Documents”), (3) acknowledges and agrees that its obligations under the Sponsor Documents remain in full
force and effect, binding on and enforceable against it in accordance with the terms, covenants and conditions of such documents without impairment, and (4) represents, warrants and covenants that it is not in default under any Sponsor Document beyond any applicable notice and cure periods, and there are no defenses, offsets or counterclaims against its obligations under the Sponsor Documents.
(i) Borrower acknowledges and agrees that no oral communication or course of dealing from or on behalf of Lender shall constitute any waiver, agreement, commitment, or evidence of any assurance or intention of Lender with respect to the Loan, the Loan Agreement and/or the other Loan Documents, and that any waiver, agreement, commitment, assurance, or intention of Lender with respect to the Loan, the Loan Agreement and/or the other Loan Documents shall be effective only if in writing and duly executed by Lender. Borrower acknowledges and agrees that, except as provided in Section 4(c) hereto, no Default or Event of Default shall be waived by Lender, unless such waiver is in writing and duly executed by Lender.
(j) This Amendment may be executed by facsimile signatures and in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument. ��
(k) Lender agrees, to the extent there are no amounts that remain outstanding under the Mezzanine Loan and such amounts have been indefeasibly paid, to enter into an intercreditor agreement, from time to time, with any mezzanine lender or other secondary financing lender whose collateral includes a pledge of the direct or indirect equity interests in Borrower, which intercreditor agreement shall be based substantially upon the form of the Intercreditor Agreement (as that term is defined in the Mezzanine Loan Agreement), with such other changes as the parties may reasonably agree to make; provided, however, that such mezzanine or secondary financing lender shall be a “Qualified Transferee” (as that term is defined in the Intercreditor Agreement) or otherwise approved by Lender in its reasonable discretion.
[Signatures appear on following page]
IN WITNESS WHEREOF, for good and valuable consideration, the sufficiency
of which is hereby acknowledged and agreed, the parties hereto have executed and delivered this Amendment as of the date first hereinabove set forth.
BORROWER:
The entities listed on Schedule A to this
signature page
David E. Snyder
Chief Financial Officer
[Signatures continued on following page]
Third Amendment to Mortgage Loan Agreement
PLEDGOR:
KBS ACQUISITION SUB-OWNER 1, LLC,
a Delaware limited liability company
| |
| By: | KBS ACQUISITION SUB, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS ACQUISITION HOLDINGS, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS GKK PARTICIPATION HOLDINGS I, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS DEBT HOLDINGS, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS LIMITED PARTNERSHIP, |
a Delaware limited partnership,
its manager
| |
| By: | KBS REAL ESTATE INVESTMENT TRUST, INC., |
a Maryland corporation,
its sole general partner
David E. Snyder
Chief Financial Officer
[Signatures continued on following page]
Third Amendment to Mortgage Loan Agreement
SPONSOR:
KBS ACQUISITION SUB, LLC,
a Delaware limited liability company
| |
| By: | KBS ACQUISITION HOLDINGS, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS GKK PARTICIPATION HOLDINGS I, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS DEBT HOLDINGS, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS LIMITED PARTNERSHIP, |
a Delaware limited partnership,
its manager
| |
| By: | KBS REAL ESTATE INVESTMENT TRUST, INC., |
a Maryland corporation,
its sole general partner
David E. Snyder
Chief Financial Officer
[Signatures continued on following page]
Third Amendment to Mortgage Loan Agreement
LENDER:
KBS ACQUISITION SUB, LLC,
a Delaware limited liability company
| |
| By: | KBS ACQUISITION HOLDINGS, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS GKK PARTICIPATION HOLDINGS I, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS DEBT HOLDINGS, LLC, |
a Delaware limited liability company,
its sole member
| |
| By: | KBS LIMITED PARTNERSHIP, |
a Delaware limited partnership,
its manager
| |
| By: | KBS REAL ESTATE INVESTMENT TRUST, INC., |
a Maryland corporation,
its sole general partner
David E. Snyder
Chief Financial Officer
Third Amendment to Mortgage Loan Agreement
LENDER:
GOLDMAN SACHS MORTGAGE COMPANY, a
New York limited partnership
| |
| By: | Goldman Sachs Real Estate Funding |
Corp., its general partner
Name: Dan Bennett
Title: Authorized Signatory
LENDER:
CITICORP NORTH AMERICA, INC., a New York
corporation
Name:
Title:
[Signatures continued on following page]
Third Amendment to Mortgage Loan Agreement
LENDER:
GOLDMAN SACHS MORTGAGE COMPANY, a
New York limited partnership
| |
| By: | Goldman Sachs Real Estate Funding |
Corp., its general partner
Name:
Title:
LENDER:
CITICORP NORTH AMERICA, INC., a New York
corporation
Name: James Fraser
Title: Vice President
[Signatures continued on following page]
Third Amendment to Mortgage Loan Agreement
Schedule A to Signature Page
First States Investors 105, LLC (PA)
First States Investors 107, LLC (AR)
First States Investors 117, LLC (FL)
First States Investors 118, LLC (FL)
First States Investors 147, LLC (IA)
First States Investors 154, LLC (NJ)
First States Investors 157, LLC (NJ)
First States Investors 2017, LLC
First States Investors 2100, L.P. (NC)
First States Investors 2102, L.P. (NC)
First States Investors 2103, L.P. (NC)
First States Investors 2104, L.P. (NC)
First States Investors 2105, L.P. (NC)
First States Investors 2106, L.P. (NC)
First States Investors 2107, L.P. (NC)
First States Investors 2108, L.P. (NC)
First States Investors 2110, LLC (VA)
First States Investors 2208, LLC (DE)
First States Investors 230, L.P. (NC)
First States Investors 2550A, LLC (DE)
First States Investors 3004, Limited Partnership (FL)
First States Investors 3014, LLC (GA)
First States Investors 3022, L.P. (NC)
First States Investors 3024, L.P. (NC)
First States Investors 3028, L.P. (NC)
First States Investors 3033, L.P. (NC)
First States Investors 3034, LLC (SC)
First States Investors 3035, LLC (SC)
First States Investors 3043, LLC (SC)
First States Investors 3048, LLC (VA)
First States Investors 3061, LLC (NJ)
First States Investors 3067, LLC (VA)
First States Investors 3076, LLC (GA)
First States Investors 3077, LLC (GA)
First States Investors 3081, Limited Partnership
First States Investors 3086, LLC (PA)
First States Investors 3087, LLC (VA)
First States Investors 3089, LLC (VA)
First States Investors 3090, LLC (FL)
First States Investors 3091, LLC (GA)
First States Investors 3093, LLC (VA)
First States Investors 3098, LLC (VA)
First States Investors 3099, LLC (VA)
First States Investors 3103, LLC (GA)
First States Investors 3108, LLC (NJ)
First States Investors 3114, LLC (TN)
First States Investors 3151, LLC (FL)
First States Investors 3179, Limited Partnership (DE)
First States Investors 3187, Limited Partnership (DE)
First States Investors 3195, L.P. (TX)
First States Investors 3300, LLC
First States Investors 3601, LLC (FL)
First States Investors 3632, LLC (FL)
First States Investors 3642, LLC (NJ)
First States Investors 3647, L.P. (PA)
First States Investors 40, LLC (MO)
First States Investors 4000C, LLC (DE)
First States Investors 4029, LLC (DE)
First States Investors 4043, LLC (GA)
First States Investors 4044, LLC (DE)
First States Investors 4048, LLC (DE)
First States Investors 4055, LLC (DE)
First States Investors 4062, LLC (DE)
First States Investors 4067, LLC (DE)
First States Investors 4081, LLC (DE)
First States Investors 4085, LLC (DE)
First States Investors 4100B, L.P. (DE)
First States Investors 4150, LLC (DE)
First States Investors 4413, LLC (DE)
First States Investors 4499, LLC (DE)
First States Investors 4500, LLC (DE)
First States Investors 5000B, LLC (DE)
First States Investors 77, L.P. (FL)
First States Investors 922, LLC (IL)
First States Investors 923, L.P. (DE)
First States Investors 926 L.P.
First States Investors 927, LLC (DE)
First States Investors Branch One, L.P. (DE)
First States Investors GS Pool A, L.P. (DE)
First States Investors GS Pool B, L.P. (DE)
First States Investors GS Pool C, L.P.
First States Investors Realty, LLC (DE)
First States Partners No. 201, L.P.
First States Partners No. 203, LLC (NJ)
First States Partners No. 213, LLC (NJ)
First States Partners No. 216, L.P. (PA)
First States Partners No. 236 L.P. (PA)
First States Properties No. 12, LLC (PA)
First States Properties No. 15, LLC (PA)
First States Properties No. 19, LLC (PA)
First States Properties No. 34, LLC (PA)
First States Properties No. 35, LLC (PA)
First States Properties No. 37, LLC (PA)
First States Properties No. 41, LLC (PA)
First States Properties No. 43, LLC (PA)
First States Properties No. 49, LLC (PA)
First States Properties No. 51, LLC (PA)
First States Properties No. 52, LLC (PA)
First States Properties No. 56, LLC (PA)
First States Properties No. 59, LLC (PA)
First States Properties No. 62, LLC (PA)
First States Properties No. 67, LLC (PA)
First States Properties No. 71, LLC (PA)
First States Properties No. 73, LLC (PA)
First States Properties No. 75, LLC (PA)
First States Properties No. 9, LLC (PA)
First States Realty Corp., LLC
MORTGAGE LOAN-SCHEDULE A-1
MORTGAGED PROPERTIES
|
| | | |
| ID | Asset | Address | ST |
| 40 | 0040- Aurora Main | 201 Madison | MO |
| 105 | 0105 - Southampton | 736 Street Road | PA |
| 107 | 0107 - Broadmoor | 1705 East Harding | AR |
| 117 | 0117 - Ormond Beach | 175 W. Granada Blvd. | FL |
| 118 | 0118 - Ponce De Leon | 709 S. Ponce de Leon Blvd. | FL |
| 147 | 0147 - Crossroad Faclty | 301 South 25th Street | IA |
| 154 | 154 - Sea Bright | 1096 Ocean Avenue | NJ |
| 157 | 157 - Woodbury | 22 N. Broad Street | NJ |
| 200 | 0100 - Aventura | 20495 Biscayne Boulevard | FL |
| 210 | 0110 - Downtown Lakeland | 3221 S. Florida Avenue | FL |
| 509 | 0009- Abington | 1020 Old York Road | PA |
| 512 | 0012- Avondale | 102 Pennsylvania Ave. | PA |
| 515 | 0015- Cherry Hill | 1402 Brace Road | NJ |
| 519 | 0019 - Cam pbelltown | 119 W. Main St. | PA |
| 534 | 0034- Hightstown | 140 Mercer Street | NJ |
| 535 | 0035- Kendall Park | 3534 State Rt. 27 | NJ |
| 537 | 0037 - Kennett &re | 313 Cypress Street | PA |
| 541 | 0041- Lawrencevill | 2673 Main St. | NJ |
| 543 | 0043 - Linden | 501 North Wood | NJ |
| 549 | 0049 - Moosic | 4010 Birney Ave. | PA |
| 551 | 0051- North End | 930 N. Charlotte Street | PA |
| 552 | 0052- N. Plainfld | 28 Craig Place | NJ |
| 556 | 0056- Phoenixville | 124 Main St. | PA |
| 559 | 0059- Point Plsant | 2201 Bridge Avenue | NJ |
| 562 | 0062 - Runnemede | 810 E. Clements Bridge Rd. | NJ |
| 567 | 0067 - Somerdale | 2 S. While Horse Pike | NJ |
| 571 | 0071- Spring Lake | 2401 State Route 71 | NJ |
| 573 | 0073 - Sunnyside | 236 W. St. George Ave | NJ |
| 915 | 2110 - Leesburg | 504 Market Street East | VA |
| 916 | 230 - Midland | 4411 North Carolina Hwy27 | NC |
| 922 | 922 - Hinsdale | 21 West 22nd Street | IL |
| 923 | 923 - Dripping Springs | 721 Highway 290 West | TX |
| 1077 | 0077 - Prima Vista | 900 East Prima Vista Blvd | FL |
| 1201 | 0201 - Boyertown | 560 Route 100 | PA |
| 1203 | 0203 - Collingswood | 1040 Haddon Avenue | NJ |
| 1213 | 0213 - Pennington | 1 North Main Street | NJ |
| 1216 | 0216 - Rhawnhurst | 8200 Castor Avenue | PA |
| 1236 | 0236 - Bensalem | 1975 Street Road | PA |
| 2017 | 2017 - Fairfield | 8022 Lillian Highway | FL |
| 2100 | 2100 - Apex Charlotte | 801 East Williams Street | NC |
| 2102 | 2102 - Graham | 220 South Main Street | NC |
| 2103 | 2103 - Havelock | 1303 East Main Street | NC |
| 2104 | 2104 - Morehead City | 4408 Arendell Street | NC |
| 2105 | 2105 - New Bern | 375 South Front Street | NC |
| 2106 | 2106 - Plymouth | 102 West Main Street | NC |
| 2107 | 2107 - Wilson | 223 West Nash Blvd | NC |
MORTGAGE LOAN-SCHEDULE A-1
MORTGAGED PROPERTIES
|
| | | |
| 2108 | 2108A - Wilson (Wooten) | 2501 Wooten Blvd | NC |
| 2110 | 2108B - Wilson (Horton) | 2412 Horton Blvd | NC |
| 2208 | 2208 - San Rafael | 1200 5th Ave. | CA |
| 2503 | 2503 - 328 Main Street | 328 Main St. | OH |
| 2504 | 2504 - 680 Broadway | 680 Broadway Avenue | OH |
| 2505 | 2505 - 4008 St. Clr Ave | 4008 St. Clair Avenue | OH |
| 2506 | 2506 - 4175 Pearl Road | 4175 Pearl Rd. | OH |
| 2507 | 2507 - 5703 Broadway | 5703 Broadway Avenue | OH |
| 2508 | 2508 - 5900 St. Clr Ave | 5900 St. Clair Avenue | OH |
| 2509 | 2509 - 14444 Pearl Rd | 14444 Pearl Road | OH |
| 2510 | 2510 - 22481 Lakeshore | 22481 Lakeshore Blvd. | OH |
| 2511 | 2511 - 26410 Lakeshore | 26410 Lakeshore Blvd. | OH |
| 2512 | 2512 - Ashtabula | 4366 Main Ave. | OH |
| 2513 | 2513 - Beachwood | 24600 Chagrin Blvd. | OH |
| 2514 | 2514 - Berea | 118 Front Street | OH |
| 2515 | 2515 - Chagrin Blvd | 30200 Chagrin Blvd. | OH |
| 2517 | 2517 - Euclid Avenue | 14501 Euclid Ave. | OH |
| 2518 | 2518 - Hamilton Avenue | 10963 Hamilton Avenue | OH |
| 2519 | 2519 - Madisonville | 5727 Madison Road | OH |
| 2520 | 2520 - Mentor Avenue | 9572 Mentor Ave. | OH |
| 2521 | 2521 - Milford | 301 Main Street | OH |
| 2522 | 2522 - Plaza Blvd | 7850 Plaza Blvd. | OH |
| 2523 | 2523 - Public Square | 119 Public Square | OH |
| 2524 | 2524 - Reading Road | 322 Reading Road | OH |
| 2525 | 2525 - Reding Road | 7825 Reading Road | OH |
| 2526 | 2526 - Rock Creek | 3273 Main St. | OH |
| 2527 | 2527 - South Broadway | 21 S. Broadway | OH |
| 2528 | 2528 - South Water Strt | 408 South Water Street | OH |
| 2529 | 2529 - Turney Road | 5007 Turney Rd. | OH |
| 2530 | 2530 - Warrensville Ctr | 3370 Warrensville Center Rd. | OH |
| 2531 | 2531 - West 117th | 3370 W. 117th | OH |
| 2532 | 2532 - West Jefferson | 36 W. Jefferson St. | OH |
| 2533 | 2533 - Woodland Avenue | 4100 Woodland Avenue | OH |
| 2929 | 2929 - Albermarle Road | 6011 Albermarle Road | NC |
| 3004 | 3004 - Plantation | 450 North Pine Island Road | FL |
| 3014 | 3014 - Walnut Avenue | 1300 Walnut Avenue | GA |
| 3022 | 3022 - Hickory View | 1625 North Center Street | NC |
| 3024 | 3024 - Cornelius | 20301 W. Catawba Avenue | NC |
| 3028 | 3028 - North Cross | 16649 Statesville Road | NC |
| 3033 | 3033 - Wilmington | 1313 Military Cutoff Road | NC |
| 3034 | 3034 - Cayce Office | 1100 Knox Abbot Drive | SC |
| 3035 | 3035 - Clover Main | 116 Bethel Street | SC |
| 3043 | 3043 - Rock Hill PP | 201 S. Herlong Avenue | SC |
| 3061 | 3061 - Stuyvesnt Vil | 1097 Stuyvesant Avenue | NJ |
| 3067 | 3067 - Abngdn Wall | 102 Wall Street SW | VA |
| 3076 | 3076 - Sylvania Main | 105 S. Main Street | GA |
| 3077 | 3077 - Dunwoody Villag | 1449 Dunwoody Village Pky. | GA |
| 3081 | 3081 - Cotswold Branch | 225 S. Sharon Amity Road | NC |
| 3086 | 3086 - West Manchester | 1477 Carlisle Road | PA |
| 3087 | 3087 - Route 360 | 10101 Hull Street Road | VA |
| 3089 | 3089 - Richmond West | 7605 W. Broad Street | VA |
MORTGAGE LOAN-SCHEDULE A-1
MORTGAGED PROPERTIES
|
| | | |
| 3090 | 3090 - Delray Square | 4899 W. Atlantic Avenue | FL |
| 3093 | 3093 - Highland Sprngs | 109 E. Nine Mile Road | VA |
| 3098 | 3098 - Country Club Rd | 1880 E. Market Street | VA |
| 3099 | 3099 - Sycamore Sprngs | 13700 Midlothian Turnpike | VA |
| 3103 | 3103 - Lawrenceville Suwann | 870 Lawrenceville Suwanee Rd. | GA |
| 3108 | 3108 - Landing | 118 Lakeside Boulevard | NJ |
| 3114 | 3114 - Nashville Galltn | 3940 Gallatin Pike | TN |
| 3151 | 3151 - Pinellas | 7600 US Highway 19 N | FL |
| 3179 | 3179 - BATTLEGROUND OFFICE | 3314 Battleground Ave. | NC |
| 3187 | 3187 - WENDOVER PLACE | 5402 Sapp Road | NC |
| 3195 | 3195 - Stonebriar | 9151 Warren Parkway | TX |
| 3271 | 3271 - Wickham Road Office | 7775 N Wickham Road | FL |
| 3285 | 3285 - Walnut Maynard | 712 SE Maynard Road | NC |
| 3385 | 3385 - Bristol Office | 240 Radcliffe Street | PA |
| 3389 | 3389 - lndependnc Hall | 601 Chestnut Street | PA |
| 3392 | 3392 - Lebanon | 801 Cumberland St. | PA |
| 3601 | 3601 - Oviedo Red Bug | 7455 Pinemire Drive | FL |
| 3606 | 3606 - Stockbridge | 113 Highway 138 W. | GA |
| 3632 | 3632 - Lake Mary Ofice | 3701 W. Lake Mary Boulevard | FL |
| 3639 | 3639 - Cartersville | 215 Cherokee Pl. | GA |
| 3642 | 3642 - Lake Hiawatha | 66 N. Beverwyck Road | NJ |
| 3647 | 3647 - Hometown | 226 Claremont Ave. | PA |
| 3681 | 3681 - Gulfport Hwy 49 | 11464 Highway 49 | MS |
| 4001 | 4001C - Baymeadows Ops | 8324 Baymeadows Way | FL |
| 4002 | 4002C - Callahan | 401 S. King Rd | FL |
| 4004 | 4004C - Conway | 4012 Curry Ford Road | FL |
| 4005 | 4005C - Dale Mabry | 1506 South Dale Marby Highway | FL |
| 4006 | 4006C - Davie | 4150 S.W.64th Ave | FL |
| 4007 | 4007C - Eustis | 200 Magnolia Ave. | FL |
| 4008 | 4008C - Ft. Lauderdale | 1100 W. State Route 84 | FL |
| 4009 | 4009C - Green Coy Sprng | 425 North Orange Avenue | FL |
| 4011 | 4011C - Indian Rocks | 14147 Walsingham Rd. | FL |
| 4013 | 4013C - Largo | 5250 E. Bay Drive | FL |
| 4015 | 4015C - Normandy | 6545 Normandy Blvd | FL |
| 4017 | 4017C - North Port | 13675 N.W. Tamiami Trail | FL |
| 4018 | 4018C - NE St. Petrsbrg | 9655 4th St. North | FL |
| 4023 | 4023C - Springfield | 1601 Main Street | FL |
| 4024 | 4024C - West Dayton | 828 White Street | FL |
| 4026 | 4026D - Alabama Ave | 501 Alabama Ave. | GA |
| 4027 | 4027C - East Lake | 2201 Roswell Road, N.W. | GA |
| 4031 | 4031C - Jimmy Crtr Blvd | 5405 Jimmy Carter Blvd. | GA |
| 4032 | 4032C - Mableton | 5606 Gordon Rd. | GA |
| 4034 | 4034C - Merchant's Walk | 1329 Johnson Ferry Road NE | GA |
| 4035 | 4035C - Newnan Main | 30 Greenville St. | GA |
| 4036 | 4036C - Norcross | 6155 Buford Hwy. | GA |
| 4037 | 4037C - Peachtree Crnrs | 5525 Peachtree Pky. | GA |
| 4039 | 4039C - Rome Main | 501 Broad Street | GA |
| 4042 | 4042F - Traffic Circle | 3509 W. Bay Street | GA |
MORTGAGE LOAN-SCHEDULE A-1
MORTGAGED PROPERTIES
|
| | | |
| 4043 | 4043F - Tri-County #2 | 4701 Sandy Plains Rd. | GA |
| 4044 | 4044D - Vidalia Main | 900 E. First Street | GA |
| 4047 | 4047C - Washington West | 3726 Washington Road | GA |
| 4048 | 4048D - Waynesboro Main | 615 Liberty Street | GA |
| 4049 | 4049C - Advance Main | 5306 U.S. Highway 158 | NC |
| 4052 | 4052C - Blowing Rock Mn | 983 North Main Street | NC |
| 4053 | 4053C - Brevard Main | 73 West Main Street | NC |
| 4055 | 4055D - Canton Main | 66 Academy Street & Main Street | NC |
| 4056 | 4056C - China Grove | 125 North Main Street | NC |
| 4058 | 4058C - Conover Main | 106 First Avenue South | NC |
| 4059 | 4059C - Derita | 2610 W. Sugar Creek Road | NC |
| 4060 | 4060C - Fayetteville Mn | 200 Green & Bow Streets | NC |
| 4061 | 4061 C - Forest City Mn | 330 West Main Street | NC |
| 4062 | 4062D - Goldsboro Main | 203 North William Street | NC |
| 4064 | 4064C - Harrisburg | 5075 Highway 49 South | NC |
| 4065 | 4065F - High Point Road | 3608 High Point Road | NC |
| 4066 | 4066C - Jackson Park | 704 North Cannon Blvd. | NC |
| 4067 | 4067D - Jefferson Main | 230 East Main Street | NC |
| 4068 | 4068C - Kildaire Farms | 1122 Kildaire Farm Road | NC |
| 4070 | 4070F - Knightdale | 7519 US Highway 64 E | NC |
| 4071 | 4071C - Lexington Main | 100 South State Street | NC |
| 4074 | 4074C - Newton Main | 102 South Main Avenue | NC |
| 4075 | 4075C - Oakwoods | 418-420 Brushy Mountain Road | NC |
| 4076 | 4076D - Rockingham Main | 202 East Washington Street | NC |
| 4077 | 4077C - Rocky Mount Mn | 112 North Church Street | NC |
| 4085 | 4085D - W. Jefferson Mn | 402 South Jefferson Avenue | NC |
| 4102 | 4102B - Asheville Mn Off | 68 Patton Avenue | NC |
| 4119 | 4119A - College Street | 162 College Street | NC |
| 4128 | 4128B - East End | 1908 E. Greenville Blvd. | NC |
| 4137 | 4137B - Greenville Mn Of | 201 W. First Street | NC |
| 4150 | 4150C - Lincolnton Mn Of | 100 E. Main Street | NC |
| 4153 | 4153B - Market Street | 619 Market Street | NC |
| 4154 | 4154A - Mint Hill | 8008 Blair Road | NC |
| 4413 | 4413 - LAKE STREET | 540 Lake Street | IL |
| 4502 | 4502 - Peoria Main | 301 W Adams Avenue | IL |
| 4506 | 4506 - Arcadia | 245 N. Rose Street | MI |
| 4507 | 4507 - Executive Drive | 5829 Executive Drive | MI |
| 4565 | 4565 - 12th Street | 545 12th Street | CA |
| 4566 | 4566 - Vine Street | 1222-1224 Vine Street | CA |
| 4567 | 4567 - Arroyo Grande | 1255 E. Grande Avenue | CA |
| 4568 | 4568 - Santa Maria | 2339 S. Broadway | CA |
| 4572 | 4572 - 25th Street | 3805 25th Street | IN |
| 4573 | 4573 - Brentwood | 2751 Brentwood Drive | IN |
| 4574 | 4574 - Tipton | 1117 E. Tipton Street | IN |
| 4575 | 4575 - 2nd Street | 222 W. 2nd Street | IN |
| 5033 | 5033 - Merced | 710 W. Main Street | CA |
| 5060 | 5060 - Deland | 230 N. Woodland Blvd. | FL |
| 5301 | 5301 - Decatur (BS)-Mn Bldng | 163 Clairmont Avenue | GA |
| 5405 | 5405 - Grants Pass-Mn Bldng | 735 S.E. 6th St. | OR |
| 5435 | 5435 - Shoal Creek-Mn Bldng | 7900 Shoal Creek | TX |
MORTGAGE LOAN-SCHEDULE A-2
UNENCUMBERED PROPERTY E
|
| | | |
| First States Investors 3300, LLC |
| 3320 | 3320 - Downtown St. Petersburg Ptrsb | 410 Central Avenue | FL |
|
| | | |
| First States Investors Realty, LLC. |
| 201 | 0101 - Brainard | 5506 Brainerd Road | TN |
| 203 | 0103 - Laurens Road | 2420 Laurens Road | SC |
| 215 | 0915 - Barnstable | 145 Barnstable Road | MA |
| 217 | 0917 - Inverness | 2875 E. Gulf to Lake Highway | FL |
| 218 | 0918 - Paoli | 12 Chestnut Street | PA |
| 224 | 224 - Forest Hill Banking Cent | 2915 Forrest Hill-Irene Road | TN |
| 231 | 231 - Upper Montclair Drive Up | 529 Valley Road | NJ |
| 2309 | 2909 - Torrance | 22150 Hawthorne Boulevard | CA |
| 2321 | 2921 - Santa Monica | 429 Santa Monica Boulevard | CA |
| 2325 | 2925 - Las Vegas-Sahara | 9325 W. Sahara Avenue | NV |
| 2906 | 3906 - East Independence | 11201 E. Independence Blvd. | NC |
| 2910 | 3910 - East Pembroke Pines | 8411 Pines Boulevard | FL |
| 2914 | 3914 - Chapel Hill | 100 E. Franklin Street | NC |
| 2918 | 3918 - Plantation-Royal Palm | 950 So. Pine Island Road | FL |
| 2919 | 3919 - Decatur Square Office | 101 West Ponce De Leon Avenue | GA |
| 2924 | 3924 - Greenville Main | 201 West McBee Street | SC |
| 2925 | 2925 - Folcroft | 1876 Delmar | PA |
| 2926 | 2926 - Del Prado | 2503 Del Prado | FL |
| 2931 | 2931 - Parkside Marketplace | 10791 West Broad Street | VA |
| 2932 | 2932 - Livingston | 39 East Mount Pleasant Avenue | NJ |
| 209 | 0109 - East Colonial Drive Thru | 4450 East Colonial Drive | FL |
|
| | | |
| First States Realty Corp., LLC |
| 0031 | 0031 - Wind Gap | 1430 Jacobsburg Road | PA |
| 601 | 0001 - Ardmore | 229 West Lancaster Avenue | PA |
| 607 | 0007 - Milltown | 270 Ryders Lane | NJ |
| 609 | 0009 - Fairgrounds | 17th and Chew Streets | PA |
| 610 | 0010 - Howell | 4074 US Highway 9 | NJ |
| 611 | 0011 - Whiting | 200 Lacey Rd | NJ |
| 612 | 0012 - West Goshen | 1115 West Chester Pike | PA |
| 616 | 0016 - Mountainville | Lexington and S. 4th Street | PA |
| 618 | 0018 - Fort Washington | 101 Fort Washington Ave. | PA |
| 620 | 0020 - Reading Airport | Route 183 and Macarthur Road | PA |
| 622 | 0022 - East Brunswick | Loehman's Plaza, Rte 18 | NJ |
| 623 | 0023 - Concordia | Concordia Shopping Ctr | NJ |
| 625 | 0025 - Thorndale | 3719 E. Lincoln Highway | PA |
| 630 | 0030 - Devon | 144 E. Lancaster Ave. | PA |
Schedule B
|
| | | | | |
| Transferor | Transferee | Transferred Interest | TI State | TI Type | Loan Pool |
| First States Properties, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Properties No. 12, LLC | Pennsylvania | LLC | GSM |
| First States Properties, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Properties No. 15, LLC | Pennsylvania | LLC | GSM |
| First States Properties, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Properties No. 19, LLC | Pennsylvania | LLC | GSM |
| First States Properties, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Properties No. 34, LLC | Pennsylvania | LLC | GSM |
| First States Properties, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Properties No. 35, LLC | Pennsylvania | LLC | GSM |
| First States Properties, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Properties No. 37, LLC | Pennsylvania | LLC | GSM |
| First States Properties, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Properties No. 41, LLC | Pennsylvania | LLC | GSM |
| First States Properties, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Properties No. 43, LLC | Pennsylvania | LLC | GSM |
| First States Properties, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Properties No. 49, LLC | Pennsylvania | LLC | GSM |
| First States Properties, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Properties No. 51, LLC | Pennsylvania | LLC | GSM |
| First States Properties, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Properties No. 52, LLC | Pennsylvania | LLC | GSM |
| First States Properties, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Properties No. 56, LLC | Pennsylvania | LLC | GSM |
| First States Properties, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Properties No. 59, LLC | Pennsylvania | LLC | GSM |
| First States Properties, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Properties No. 62, LLC | Pennsylvania | LLC | GSM |
| First States Properties, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Properties No. 67, LLC | Pennsylvania | LLC | GSM |
| First States Properties, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Properties No. 71, LLC | Pennsylvania | LLC | GSM |
| First States Properties, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Properties No. 73, LLC | Pennsylvania | LLC | GSM |
| First States Properties, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Properties No. 9, LLC | Pennsylvania | LLC | GSM |
| First States Properties, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Realty Corp., LLC | Pennsylvania | LLC | GSM |
|
| | | | | |
| First States Partners, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Partners No. 201, L.P. | Pennsylvania | LP | GSM |
| | | First States Partners No. 201, LLC | Pennsylvania | LLC | GSM |
| First States Partners, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Partners No. 203, LLC | New Jersey | LLC | GSM |
| First States Partners, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Partners No. 213, LLC | New Jersey | LLC | GSM |
| First States Partners, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Partners No. 216, L.P. | Pennsylvania | LP | GSM |
| | | First States Partners No. 216, LLC | Pennsylvania | LLC | GSM |
| First States Partners, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Partners No. 236, L.P. | Pennsylvania | LP | GSM |
| | | First States Partners No. 236, LLC | Pennsylvania | LLC | GSM |
| First States Investors GS Pool B Holdings, LLC | KBS Acquisition Sub-Owner 1, LLC | First States Investors GS Pool B GP, LLC | Delaware | LLC | GSM |
| | | First States Investors GS Pool B, L.P. | Delaware | LP | GSM |
| | | First States Investors GS Pool C GP, LLC | Delaware | LLC | GSM |
| | | First States Investors GS Pool C, L.P. | Delaware | LP | GSM |
| First States Investors GS Pool A Holdings, LLC | KBS Acquisition Sub-Owner 1, LLC | First States Investors GS Pool A GP, LLC | Delaware | LLC | GSM |
| | | First States Investors GS Pool A, L.P. | Delaware | LP | GSM |
| First States Investors 927 Holdings, LLC | KBS Acquisition Sub-Owner 1, LLC | First States Investors 927, LLC | Delaware | LLC | GSM |
| First States Investors 923 Holdings, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 923 GP, LLC | Delaware | LLC | GSM |
| | | First States Investors 923, L.P. | Delaware | LP | GSM |
| First States Investors 5000, LLC | KBS Acquisition Sub-Owner 1, LLC | First States Investors 5000B, LLC | Delaware | LLC | GSM |
| First States Investors 4100, LLC | KBS Acquisition Sub-Owner 1, LLC | First States Investors 4100B GP, LLC | Delaware | LLC | GSM |
| | | First States Investors 4100B, L.P. | Delaware | LP | GSM |
| First States Investors 3300 Holdings, LLC | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3300, LLC | Delaware | LLC | GSM |
| American Financial TRS, Inc. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 107, LLC | Arkansas | LLC | GSM |
| American Financial TRS, Inc. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 147, LLC | Iowa | LLC | GSM |
| American Financial TRS, | KBS Acquisition Sub-Owner 1, | First States Investors 2017, LLC | Florida | LLC | GSM |
|
| | | | | |
| Inc. | LLC | | | | |
| American Financial TRS, Inc. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3091, LLC | Georgia | LLC | GSM |
| American Financial TRS, Inc. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3601, LLC | Florida | LLC | GSM |
| American Financial TRS, Inc. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 4043, LLC | Georgia | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 105, LLC | Pennsylvania | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 117, LLC | Florida | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 118, LLC | Florida | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 154, LLC | New Jersey | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 157, LLC | New Jersey | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 2100 GP, LLC | North Carolina | LLC | GSM |
| | | First States Investors 2100, L.P. | North Carolina | LP | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 2102 GP, LLC | North Carolina | LLC | GSM |
| | | First States Investors 2102 L.P. | North Carolina | LP | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 2103 GP, LLC | North Carolina | LLC | GSM |
| | | First States Investors 2103, L.P. | North Carolina | LP | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 2104 GP, LLC | North Carolina | LLC | GSM |
| | | First States Investors 2104, L.P. | North Carolina | LP | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 2105 GP, LLC | North Carolina | LLC | GSM |
| | | First States Investors 2105, L.P. | North Carolina | LP | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 2106 GP, LLC | North Carolina | LLC | GSM |
| | | First States Investors 2106, L.P. | North Carolina | LP | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 2107 GP, LLC | North Carolina | LLC | GSM |
| | | First States Investors 2107, L.P. | North Carolina | LP | GSM |
|
| | | | | |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 2108 GP, LLC | North Carolina | LLC | GSM |
| | | First States Investors 2108, L.P. | North Carolina | LP | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 2110, LLC | Virginia | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 2208, LLC | Delaware | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 230 GP, LLC | North Carolina | LLC | GSM |
| | | First States Investors 230, L.P. | North Carolina | LP | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 2550A, LLC | Delaware | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3004, Limited Partnership | Florida | LP | GSM |
| | | First States Investors 3004, LLC | Florida | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3014, LLC | Georgia | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3022 GP, LLC | North Carolina | LLC | GSM |
| | | First States Investors 3022, L.P. | North Carolina | LP | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3024 GP, LLC | North Carolina | LLC | GSM |
| | | First States Investors 3024, L.P. | North Carolina | LP | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3028 GP, LLC | North Carolina | LLC | GSM |
| | | First States Investors 3028, L.P. | North Carolina | LP | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3033 GP, LLC | North Carolina | LLC | GSM |
| | | First States Investors 3033, L.P. | North Carolina | LP | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3034, LLC | South Carolina | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3035, LLC | South Carolina | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3043, LLC | South Carolina | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3061, LLC | New Jersey | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, | First States Investors 3067, LLC | Virginia | LLC | GSM |
|
| | | | | |
| | LLC | | | | |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3076, LLC | Georgia | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3077, LLC | Georgia | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3081 GP, LLC | North Carolina | LLC | GSM |
| | | First States Investors 3081, L.P. | North Carolina | LP | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3086, LLC | Pennsylvania | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3087, LLC | Virginia | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3089, LLC | Virginia | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3090, LLC | Florida | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3093, LLC | Virginia | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3098, LLC | Virginia | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3099, LLC | Virginia | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3103, LLC | Georgia | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3108, LLC | New Jersey | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3114, LLC | Tennessee | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3151, LLC | Florida | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3179 GP, LLC | Delaware | LLC | GSM |
| | | First States Investors 3179, Limited Partnership | Delaware | LP | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3187 GP, LLC | Delaware | LLC | GSM |
| | | First States Investors 3187, Limited Partnership | Delaware | LP | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3195 GP, LLC | Texas | LLC | GSM |
| | | First States Investors 3195, L.P. | Texas | LP | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3632, LLC | Florida | LLC | GSM |
|
| | | | | |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3642, LLC | New Jersey | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 3647 GP, LLC | Pennsylvania | LLC | GSM |
| | | First States Investors 3647, L.P. | Pennsylvania | LP | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 40, LLC | Missouri | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 4000C, LLC | Delaware | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 4044, LLC | Delaware | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 4048, LLC | Delaware | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 4055, LLC | Delaware | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 4062, LLC | Delaware | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 4067, LLC | Delaware | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 4085, LLC | Delaware | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 4150, LLC | Delaware | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 4413, LLC | Delaware | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 4499, LLC | Delaware | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 4500, LLC | Delaware | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 77, Limited Partnership | Florida | LP | GSM |
| | | First States Investors 77, LLC | Florida | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 922, LLC | Illinois | LLC | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors 926 GP, LLC | Delaware | LLC | GSM |
| | | First States Investors 926, L.P. | Delaware | LP | GSM |
| First States Group, L.P. | KBS Acquisition Sub-Owner 1, LLC | First States Investors Branch One GP, LLC | Delaware | LLC | GSM |
| | | First States Investors Branch One, L.P. | Delaware | LP | GSM |
MORTGAGE LOAN - SCHEDULE I
PROPERTY MANAGEMENT AGREEMENTS
Property Management Agreement, dated April 1, 2008 between First States Management Corp., L.P. ("FSMC") and the property
owners listed below:
|
| |
| Property Name | Owner Entity |
| 0105 - Southampton | First States Investors 105, LLC |
| 0107 - Broadmoor | First States Investors 107, LLC |
| 0117 - Ormond Beach | First States Investors 117, LLC |
| 0118 - Ponce De Leon | First States Investors 118, LLC |
| 0147 - Crossroad Faclty | First States Investors 147, LLC |
| 154 - Sea Bright | First States Investors 154, LLC |
| 157 - Woodbury | First States Investors 157, LLC |
| 2017 - Fairfield | First States Investors 2017, LLC |
| 2100 - Apex Charlotte | First States Investors 2100, L.P. |
| 2102 - Graham | First States Investors 2102, L.P. |
| 2103 - Havelock | First States Investors 2103, L.P. |
| 2104 - Morehead City | First States Investors 2104, L.P. |
| 2105 - New Bern | First States Investors 2105, L.P. |
| 2106 - Plymouth | First States Investors 2106, L.P. |
| 2107 - Wilson | First States Investors 2107, L.P. |
| 2108A - Wilson (Wooten) | First States Investors 2108, L.P. |
| 2108B - Wilson (Horton) | First States Investors 2108, L.P. |
| 2110 - Leesburg | First States Investors 2110 LLC |
| 2208 - San Rafael | First States Investors 2208, LLC |
| 230 - Midland | First States Investors 230, L.P. |
| 2503 - 328 Main Street | First States Investors 2550A, LLC |
| 2504 - 680 Broadway | First States Investors 2550A, LLC |
| 2505 - 4008 St. Clr Ave | First States Investors 2550A, LLC |
|
| |
| 2506 - 4175 Pearl Road | First States Investors 2550A, LLC |
| 2507 - 5703 Broadway | First States Investors 2550A, LLC |
| 2508 - 5900 St. Clr Ave | First States Investors 2550A, LLC |
| 2509 - 14444 Pearl Rd | First States Investors 2550A, LLC |
| 2510 - 22481 Lakeshore | First States Investors 2550A, LLC |
| 2511 - 26410 Lakeshore | First States Investors 2550A, LLC |
| 2512 - Ashtabula | First States Investors 2550A, LLC |
| 2513 - Beachwood | First States Investors 2550A, LLC |
| 2514 - Berea | First States Investors 2550A, LLC |
| 2515 - Chagrin Blvd | First States Investors 2550A, LLC |
| 2517 - Euclid Avenue | First States Investors 2550A, LLC |
| 2518 - Hamilton Avenue | First States Investors 2550A, LLC |
| 2519 - Madisonville | First States Investors 2550A, LLC |
| 2520 - Mentor Avenue | First States Investors 2550A, LLC |
| 2521 - Milford | First States Investors 2550A, LLC |
| 2522 - Plaza Blvd | First States Investors 2550A, LLC |
| 2523 - Public Square | First States Investors 2550A, LLC |
| 2524 - Reading Road | First States Investors 2550A, LLC |
| 2525 - Reding Road | First States Investors 2550A, LLC |
| 2526 - Rock Creek | First States Investors 2550A, LLC |
| 2527 - South Broadway | First States Investors 2550A, LLC |
| 2528 - South Water Strt | First States Investors 2550A, LLC |
| 2529 - Turney Road | First States Investors 2550A, LLC |
| 2530 - Warrensville Ctr | First States Investors 2550A, LLC |
| 2531 - West 117th | First States Investors 2550A, LLC |
| 2532 - West Jefferson | First States Investors 2550A, LLC |
| 2533 - Woodland Avenue | First States Investors 2550A, LLC |
| 3004 -Plantation | First States Investors 3004, Limited Partnership |
| 3014 -Walnut Avenue | First States Investors 3014, LLC |
| 3022 -Hickory View | First States Investors 3022, L.P. |
| 3024 -Cornelius | First States Investors 3024, L.P. |
| 3028 -North Cross | First States Investors 3028, L.P. |
|
| |
| 3033 -Wilmington | First States Investors 3033, L.P. |
| 3034 -Cayce Office | First States Investors 3034, LLC |
| 3035 -Clover Main | First States Investors 3035, LLC |
| 3043 -Rock Hill PP | First States Investors 3043, LLC |
| 3061 -Stuyvesnt Vil | First States Investors 3061, LLC |
| 3067 - Abngdn Wall | First States Investors 3067, LLC |
| 3076 -Sylvania Main | First States Investors 3076, LLC |
| 3077 - Dunwoody Villag | First States Investors 3077, LLC |
| 3081 - Cotswold Branch | First States Investors 3081, L.P. |
| 3086 - West Manchester | First States Investors 3086, LLC |
| 3087 - Route 360 | First States Investors 3087, LLC |
| 3089 - Richmond West | First States Investors 3089, LLC |
| 3090 - Delray Square | First States Investors 3090, LLC |
| 3093 - Highland Sprngs | First States Investors 3093, LLC |
| 3098 - Country Club Rd | First States Investors 3098, LLC |
| 3099 - Sycamore Sprngs | First States Investors 3099, LLC |
| 3103 - Lawrenceville Suwann | First States Investors 3103, LLC |
| 3108 - Landing | First States Investors 3108, LLC |
| 3114 -Nashville Galltn | First States Investors 3114, LLC |
| 3151 - Pinellas | First States Investors 3151, LLC |
| 3179 - Battleground Office | First States Investors 3179, Limited Partnership |
| 3187 - Wendover Place | First States Investors 3187, Limited Partnership |
| 3195 - Stonebriar | First States Investors 3195, L.P. |
| 3385 - Bristol Office | First States Investors 3300, LLC |
|
| |
| 3389 - Independence Hall | First States Investors 3300, LLC |
| 3392 - Lebanon | First States Investors 3300, LLC |
| 3601 - Oviedo Red Bug | First States Investors 3601, LLC |
| 3632 - Lake Mary Ofice | First States Investors 3632, LLC |
| 3642 - Lake Hiawatha | First States Investors 3642, LLC |
| 3647 - Hometown | First States Investors 3647, L.P. |
| 0040 - Aurora Main | First States Investors 40, LLC |
| 4001C - Baymeadows Ops | First States Investors 4000C, LLC |
| 4002C - Callahan | First States Investors 4000C, LLC |
| 4004C - Conway | First States Investors 4000C, LLC |
| 4005C - Dale Mabry | First States Investors 4000C, LLC |
| 4006C - Davie | First States Investors 4000C, LLC |
| 4007C - Eustis | First States Investors 4000C, LLC |
| 4008C - Ft. Lauderdale | First States Investors 4000C, LLC |
| 4009C - Green Coy Sprng | First States Investors 4000C, LLC |
| 4011C - Indian Rocks | First States Investors 4000C, LLC |
| 4013C - Largo | First States Investors 4000C, LLC |
| 4015C - Normandy | First States Investors 4000C, LLC |
| 4017C - North Port | First States Investors 4000C, LLC |
| 4018C - NE St. Petrsbrg | First States Investors 4000C, LLC |
| 4023C - Springfield | First States Investors 4000C, LLC |
| 4024C - West Dayton | First States Investors 4000C, LLC |
| 4027C - East Lake | First States Investors 4000C, LLC |
| 4031C - Jimmy Crtr Blvd | First States Investors 4000C, LLC |
| 4032C - Mableton | First States Investors 4000C, LLC |
| 4034C - Merchant's Walk | First States Investors 4000C, LLC |
| 4035C - Newnan Main | First States Investors 4000C, LLC |
|
| |
| 4036C - Norcross | First States Investors 4000C, LLC |
| 4037C - Peachtree Crnrs | First States Investors 4000C, LLC |
| 4039C - Rome Main | First States Investors 4000C, LLC |
| 4047C - Washington West | First States Investors 4000C, LLC |
| 4049C - Advance Main | First States Investors 4000C, LLC |
| 4052C - Blowing Rock Mn | First States Investors 4000C, LLC |
| 4053C - Brevard Main | First States Investors 4000C, LLC |
| 4056C - China Grove | First States Investors 4000C, LLC |
| 4058C - Conover Main | First States Investors 4000C, LLC |
| 4059C - Derita | First States Investors 4000C, LLC |
| 4060C - Fayetteville Mn | First States Investors 4000C, LLC |
| 4061C - Forest City Mn | First States Investors 4000C, LLC |
| 4064C - Harrisburg | First States Investors 4000C, LLC |
| 4066C - Jackson Park | First States Investors 4000C, LLC |
| 4068C - Kildaire Farms | First States Investors 4000C, LLC |
| 4071C - Lexington Main | First States Investors 4000C, LLC |
| 4074C - Newton Main | First States Investors 4000C, LLC |
| 4075C - Oakwoods | First States Investors 4000C, LLC |
| 4077C - Rocky Mount Mn | First States Investors 4000C, LLC |
| 4043F - Tri-County #2 | First States Investors 4043, LLC |
| 4044D - Vidalia Main | First States Investors 4044, LLC |
| 4048D - Waynesboro Main | First States Investors 4048, LLC |
| 4055D - Canton Main | First States Investors 4055, LLC |
| 4062D - Goldsboro Main | First States Investors 4062, LLC |
| 4067D - Jefferson Main | First States Investors 4067, LLC |
| 4085D - W. Jefferson Mn | First States Investors 4085, LLC |
| 4102b-Asheville Mn Off | First States Investors 4100B, L.P. |
| 4119a-College Street | First States Investors 4100B, L.P. |
| 4128b-East End | First States Investors 4100B, L.P. |
| 4137b-Greenville Mn Of | First States Investors 4100B, L.P. |
|
| |
| 4153b-Market Street | First States Investors 4100B, L.P. |
| 4154a-Mint Hill | First States Investors 4100B, L.P. |
| 4150c-Lincolnton Mn Of | First States Investors 4150, LLC |
| 4413-Lake Street | First States Investors 4413, LLC |
| 4070F - Knightdale | First States Investors 4499, LLC |
| 4506 - Arcadia | First States Investors 4500, LLC |
| 4507 - Executive Drive | First States Investors 4500, LLC |
| 5033 - Merced | First States Investors 5000B, LLC |
| 5060 - Deland | First States Investors 5000B, LLC |
| 0077 - Prima Vista | First States Investors 77, L.P. |
| 922 - Hinsdale | First States Investors 922, LLC |
| 923 - Dripping Springs | First States Investors 923, L.P. |
| 4565 - 12th Street | First States Investors 926, L.P. |
| 4566 - Vine Street | First States Investors 926, L.P. |
| 4567 - Arroyo Grande | First States Investors 926, L.P. |
| 4568 - Santa Maria | First States Investors 926, L.P. |
| 4572 - 25th Street | First States Investors 927, LLC |
| 4573 - Brentwood | First States Investors 927, LLC |
| 4574 - Tipton | First States Investors 927, LLC |
| 4575 - 2nd Street | First States Investors 927, LLC |
| 3681 - Gulfport Hwy 49 | First States Investors Branch One, L.P. |
| 4026D - Alabama Ave | First States Investors GS Pool A, L.P. |
| 4042F - Traffic Circle | First States Investors GS Pool A, L.P. |
| 4065F - High Point Road | First States Investors GS Pool A, L.P. |
| 4076D - Rockingham Main | First States Investors GS Pool A, L.P. |
| 4502 - Peoria Main | First States Investors GS Pool A, L.P. |
| 5405 - Grants Pass-Mn Bldng | First States Investors GS Pool A, L.P. |
| 3271 - Wickham Road Office | First States Investors GS Pool B, L.P. |
| 3285 - Walnut Maynard | First States Investors GS Pool B, L.P. |
| 3606 - Stockbridge | First States Investors GS Pool B, L.P. |
| 3639 - Cartersville | First States Investors GS Pool B, L.P. |
|
| |
| 5435 - Shoal Creek-Mn Bldng | First States Investors GS Pool B, L.P. |
| 5301 - Decatur Mn | First States Investors GS Pool C, L.P. |
| 0100 - Aventura | First States Investors Realty, LLC |
| 0103 - Laurens Road | First States Investors Realty, LLC |
| 0109 - E. Colonial Drive Thr | First States Investors Realty, LLC |
| 0110 - Downtown Lakeland | First States Investors Realty, LLC |
| 0915 - Barnstable | First States Investors Realty, LLC |
| 0917 - Inverness | First States Investors Realty, LLC |
| 0918 - Paoli | First States Investors Realty, LLC |
| 2325 - Las Vegas-Sahar | First States Investors Realty, LLC |
| 2909 - Torrance | First States Investors Realty, LLC |
| 2921 - Santa Monica | First States Investors Realty, LLC |
| 2925 - Folcroft | First States Investors Realty, LLC |
| 2926 - Del Prado | First States Investors Realty, LLC |
| 2929 - Albermarle Road | First States Investors Realty, LLC |
| 2931 - Parkside Marketplace | First States Investors Realty, LLC |
| 2932 - Livingston | First States Investors Realty, LLC |
| 3906 - East Independence | First States Investors Realty, LLC |
| 3910 - East Pembrok Pines | First States Investors Realty, LLC |
| 3914 - Chapel Hill | First States Investors Realty, LLC |
| 3918 - Plantation - Royal Palm | First States Investors Realty, LLC |
| 3919 - Decatur Square Office | First States Investors Realty, LLC |
| 3924 - Greenville Main | First States Investors Realty, LLC |
| 0201 - Boyertown | First States Partners 201, L.P. |
| 0203 - Collingswood | First States Partners 203, LLC |
| 0213 - Pennington | First States Partners 213, LLC |
|
| |
| 0216 - Rhawnhurst | First States Partners 216, L.P. |
| 0236 - Bensalem | First States Partners 236, L.P. |
| 512- 0012 - Avondale | First States Properties No. 12, LLC |
| 0015 - Cherry Hill | First States Properties No. 15, LLC |
| 0019 - Campbelltown | First States Properties No. 19, LLC |
| 0034 - Hightstown | First States Properties No. 34, LLC |
| 0035 - Kendall Park | First States Properties No. 35, LLC |
| 0037 - Kennett Sqre | First States Properties No. 37, LLC |
| 0041 - Lawrencevill | First States Properties No. 41, LLC |
| 0043 - Linden | First States Properties No. 43, LLC |
| 0049 - Moosic | First States Properties No. 49, LLC |
| 0051 - North End | First States Properties No. 51, LLC |
| 0052 - N. Plainfld | First States Properties No. 52, LLC |
| 0056 - Phoenixville | First States Properties No. 56, LLC |
| 0059 - Point Plsant | First States Properties No. 59, LLC |
| 0062 - Runnemede | First States Properties No. 62, LLC |
| 0067 - Somerdale | First States Properties No. 67, LLC |
| 0071 - Spring Lake | First States Properties No. 71, LLC |
| 0073 - Sunnyside | First States Properties No. 73, LLC |
| 0009 - Abington | First States Properties No. 9, LLC |
| 0007 - Milltown | First States Realty Corp., LLC |
| 0009 - Fairgrounds | First States Realty Corp., LLC |
| 0010 - Howell | First States Realty Corp., LLC |
| 0011 - Whiting | First States Realty Corp., LLC |
| 0016 - Mountainville | First States Realty Corp., LLC |
| 0018 - Fort Washington | First States Realty Corp., LLC |
| 0022 - East Brunswick | First States Realty Corp., LLC |
| 0023 - Concordia | First States Realty Corp., LLC |
| 0030 - Devon | First States Realty Corp., LLC |
| 612-0012 - West Goshen | First States Realty Corp., LLC |
Schedule E
Allocated Loan Amounts
|
| | | | | | |
| Property No. | Property Name | Address | City | State | Zip Code | Gross ALA (in $) |
| 40 | 0040 -Aurora Main | 201 Masidon | Aurora | MO | 65605 | 283,397.06 |
| 105 | 0105 -Southampton | 736 Street Road | Southampton | PA | 18966 | 758,206.54 |
| 107 | 0107 -Broadmoor | 1705 E Harding | Pine Bluff | AR | 71601 | 84,950.88 |
| 117 | 0117 -Ormond Beach | 175 W. Granada Ave. | Ormond Beach | FL | 32174 | 1,105,941.24 |
| 118 | 0118 -Ponce De Leon | 709 S. Ponce de Leon Blvd. | St. Augustine | FL | 32084 | 705,913.01 |
| 147 | 0147 -Crossroad Faclty | 301 South 25th Street | Fort Dodge | IA | 50501 | 193,530.93 |
| 154 | 154 -Sea Bright | 1096 Ocean Avenue | Sea Bright | NJ | 7760 | 1,071,090.95 |
| 157 | 157 -Woodbury | 22 N. Broad St | Woodbury | NJ | 8096 | 2,889,005.00 |
| 210 | 0110 -Downtown Lakeland | 3221 South Florida Avenue | Lakeland | FL | 33803 | - |
| 509 | 0009 -Abington | 1020 Old York Road | Abington | PA | 19001 | 463,080.71 |
| 512 | 0012 -Avondale | 102 Pennsylvania Ave. | Avondale | PA | 19311 | 313,628.83 |
| 515 | 0015 -Cherry Hill | 1402 Brace Road | Cherry Hill | NJ | 8034 | 823,185.21 |
| 519 | 0019 -Campbelltown | 119 W. Main St. | Cambelltown | PA | 17010 | 307,562.83 |
| 534 | 0034 -Hightstown | 140 Mercer St. | Hightstown | NJ | 8520 | 1,188,398.31 |
|
| | | | | | |
| Property No. | Property Name | Address | City | State | Zip Code | Gross ALA (in $) |
| 535 | 0035 -Kendall Park | 3534 State Rt. 27 | Kendall Park | NJ | 8824 | 901,507.64 |
| 537 | 0037 -Kennett Sqre | 313 Cypress Street | Kennett Square | PA | 19348 | 2,850,539.09 |
| 541 | 0041 -Lawrencevill | 2673 Main St. | Lawrenceville | NJ | 8648 | 1,618,174.44 |
| 543 | 0043 -Linden | 501 North Wood | Linden | NJ | 7036 | 2,512,525.30 |
| 549 | 0049 -Moosic | 4010 Birney Ave. | Moosic | PA | 18507 | 373,234.23 |
| 551 | 0051 -North End | 930 N. Charlotte St. | Pottstown | PA | 19464 | 308,645.34 |
| 552 | 0052 -N. Plainfld | 28 Craig Place | North Plainfiel | NJ | 7060 | 71,143.93 |
| 556 | 0056 -Phoenixville | 124 Main St. | Phoenixville | PA | 19460 | 416,875.93 |
| 559 | 0059 -Point Plsant | 2201 Bridge Ave. | Point Pleasant | NJ | 8742 | 1,323,691.71 |
| 562 | 0062 -Runnemede | 810 E. Clements Bridge | Runnemede | NJ | 8078 | 131,429.65 |
| 567 | 0067 -Somerdale | 2 S. White Horse Pike | Somerdale | NJ | 8083 | 523,162.75 |
| 571 | 0071 -Spring Lake | 2401 State Rt 71 | Spring Lake | NJ | 7762 | 757,655.46 |
| 573 | 0073 -Sunnyside | 236 W. St. George Ave | Linden | NJ | 7036 | 2,322,465.23 |
| 915 | 2110 -Leesburg | 504 Market Street East | Leesburg | VA | 20176 | 4,335,722.67 |
| 916 | 230 -Midland | 4411 North Carolina Hwy27 | Midland | NC | 28107 | 508,396.33 |
| 922 | 922 -Hinsdale | 21 West 2nd Street | Hinsdale | IL | 60521 | 5,106,526.47 |
| 923 | 923 -Dripping Springs | 721 Highway 290 West | Dripping Springs | TX | 78620 | 1,490,962.14 |
|
| | | | | | |
| Property No. | Property Name | Address | City | State | Zip Code | Gross ALA (in $) |
| 1077 | 0077 -Prima Vista | 900 East Prima Vista Blvd | Port St. Lucie | FL | 34952 | 1,577,480.44 |
| 1201 | 0201 -Boyertown | Rt 100 North | Boyertown | PA | 19512 | 322,353.04 |
| 1203 | 0203 -Collingswood | 1040 Haddon Ave | Collingswood | NJ | 8108 | 542,807.20 |
| 1213 | 0213 -Pennington | 1 North Main Street | Pennington | NJ | 8534 | 951,038.54 |
| 1216 | 0216 -Rhawnhurst | 8200 Castor Avenue | Philadelphia | PA | 19152 | 221,155.16 |
| 1236 | 0236 -Bensalem | 1975 Street Road | Bensalem | PA | 19020 | 454,924.13 |
| 2017 | 2017 -Fairfield | 8022 Lillian Highway | Pensacola | FL | 32506 | 173,886.48 |
| 2100 | 2100 -Apex Charlotte | 801 East Williams Street | Apex | NC | 27502 | 123,439.53 |
| 2102 | 2102 -Graham | 220 South Main Street | Graham | NC | 27253 | 456,012.85 |
| 2103 | 2103 -Havelock | 1303 East Main Street | Havelock | NC | 28532 | 138,599.87 |
| 2104 | 2104 -Morehead City | 4408 Arendell Street | Morehead City | NC | 28557 | 350,030.00 |
| 2105 | 2105 -New Bern | 375 South Front Street | New Bern | NC | 28560 | 836,660.27 |
| 2106 | 2106 -Plymouth | 102 West Main Street | Plymouth | NC | 27962 | 575,944.29 |
| 2107 | 2107 -Wilson | 223 West Nash Blvd | Wilson | NC | 27893 | 6,477,812.55 |
| 2108 | 2108A -Wilson (Wooten) | 2501 Wooten Blvd | Wilson | NC | 27893 | 11,360,120.35 |
| 2110 | 2108B -Wilson (Horton) | 2412 Horton Blvd | Wilson | NC | 27893 | 2,065,239.75 |
| 2208 | 2208 -San Rafael | 1200 5th Avenue | San Rafael | CA | 94901 | 1,092,645.05 |
|
| | | | | | |
| Property No. | Property Name | Address | City | State | Zip Code | Gross ALA (in $) |
| 2503 | 2503 -328 Main Street | 328 Main Street | Conneaut | OH | 44030 | 288,390.88 |
| 2504 | 2504 -680 Broadway | 680 Broadway | Bedford | OH | 44146 | 679,377.49 |
| 2505 | 2505 -4008 St. Clr Ave | 4008 St. Clair Avenue | Cleveland | OH | 44103 | 358,687.00 |
| 2506 | 2506 -4175 Pearl Road | 4175 Pearl Road | Cleveland | OH | 44109 | 433,815.65 |
| 2507 | 2507 -5703 Broadway | 5703 Broadway | Cleveland | OH | 44127 | 364,849.15 |
| 2508 | 2508 -5900 St. Clr Ave | 5900 St. Clair Avenue | Cleveland | OH | 44103 | 602,960.58 |
| 2509 | 2509 -14444 Pearl Rd | 14444 Pearl Road | Strongville | OH | 44136 | 696,716.31 |
| 2510 | 2510 -22481 Lakeshore | 22481 Lakeshore Boulevard | Euclid | OH | 44123 | 716,867.38 |
| 2511 | 2511 -26410 Lakeshore | 26410 Lakeshore Boulevard | Euclid | OH | 44132 | 208,437.97 |
| 2512 | 2512 -Ashtabula | 4366 Main Avenue | Ashtabula | OH | 44004 | 166,440.20 |
| 2513 | 2513 -Beachwood | 24600 Chagrin Boulevard | Beachwood | OH | 44122 | 871,018.42 |
| 2514 | 2514 -Berea | 118 Front Street | Berea | OH | 44017 | 946,614.40 |
| 2515 | 2515 -Chagrin Blvd | 30200 Chagrin Boulevard | Pepper Pike | OH | 44124 | 736,680.36 |
| 2517 | 2517 -Euclid Avenue | 14501 Euclid Avenue | Cleveland | OH | 44112 | 341,131.06 |
| 2518 | 2518 -Hamilton Avenue | 10963 Hamilton Avenue | Springfield Twp | OH | 43211 | 98,118.86 |
| 2519 | 2519 -Madisonville | 5727 Madisonville | Cincinnati | OH | 45227 | 280,615.81 |
| 2520 | 2520 -Mentor Avenue | 9572 Mentor Avenue | Mentor | OH | 44060 | 371,165.36 |
|
| | | | | | |
| Property No. | Property Name | Address | City | State | Zip Code | Gross ALA (in $) |
| 2521 | 2521 -Milford | 301 Main Street | Milford | OH | 45150 | 536,334.87 |
| 2522 | 2522 -Plaza Blvd | 7850 Plaza Boulevard | Mentor | OH | 44060 | 929,583.70 |
| 2523 | 2523 -Public Square | 119 Public Square | Medina | OH | 44256 | 458,398.10 |
| 2524 | 2524 -Reading Road | Reading Road | Mason | OH | 45040 | 113,400.18 |
| 2525 | 2525 -Reding Road | 7825 Reading Road | Cincinnati | OH | 45237 | 167,546.49 |
| 2526 | 2526 -Rock Creek | 3273 Main Street | Rock Creek | OH | 44078 | 48,035.85 |
| 2527 | 2527 -South Broadway | 21 South Broadway | Geneva | OH | 44041 | 338,112.02 |
| 2528 | 2528 -South Water Strt | 408 South Water Street | Kent | OH | 44240 | 55,583.46 |
| 2529 | 2529 -Turney Road | 5007 Turney Road | Garfield Height | OH | 44125 | 388,980.81 |
| 2530 | 2530 -Warrensville Ctr | 3370 Warrensville Center Road | Shaker Heights | OH | 44122 | 772,533.55 |
| 2531 | 2531 -West 117th | 3370 W. 117th | Cleveland | OH | 44111 | 632,758.11 |
| 2532 | 2532 -West Jefferson | 36 West Jefferson Street | Jefferson | OH | 44047 | 497,986.84 |
| 2533 | 2533 -Woodland Avenue | 4100 Woodland Avenue | Cleveland | OH | 44104 | 497,288.94 |
| 2929 | 2929 -Albermarle Road | 6011 Albermarle Road | Charlotte | NC | 28212 | 324,526.33 |
| 3004 | 3004 -Plantation | 450 North Pine Island Road | Plantation | FL | 33324 | 2,058,841.87 |
| 3014 | 3014 -Walnut Avenue | 1300 Walnut Avenue | Dalton | GA | 30720 | 1,371,665.53 |
| 3022 | 3022 -Hickory View | 1625 North Center Street | Hickory | NC | 28601 | 1,246,728.89 |
|
| | | | | | |
| Property No. | Property Name | Address | City | State | Zip Code | Gross ALA (in $) |
| 3024 | 3024 -Cornelius | 20301 W. Catawba Avenue | Cornelius | NC | 28031 | 2,914,808.50 |
| 3028 | 3028 -North Cross | 16649 Statesville Road | Huntersville | NC | 28078 | 1,769,046.92 |
| 3033 | 3033 -Wilmington | 1313 Military Cutoff Road | Wilmington | NC | 28405 | 1,742,344.95 |
| 3034 | 3034 -Cayce Office | 1100 Knox Abbot Drive | Cayce | SC | 29033 | 1,041,721.46 |
| 3035 | 3035 -Clover Main | 116 Bethal Street | Clover | SC | 29710 | 56,172.79 |
| 3043 | 3043 -Rock Hill PP | 201 South Herlong Avenue | Rock Hill | SC | 29732 | 786,548.31 |
| 3061 | 3061 -Stuyvesnt Vil | 1097 Stuyvesant Avenue | Irvington | NJ | 7111 | 599,672.72 |
| 3067 | 3067 -Abngdn Wall | 102 Wall Street SW | Abingdon | VA | 24210 | 1,074,083.11 |
| 3076 | 3076 -Sylvania Main | 105 S. Main Street | Sylvania | GA | 30467 | 328,308.41 |
| 3077 | 3077 -Dunwoody Villag | 1449 Dunwoody Village Parkway | Dunwoody | GA | 30338 | 779,667.59 |
| 3081 | 3081 -Cotswold Branch | 225 sharon Amity Road | Charlotte | NC | 28211 | 2,201,729.40 |
| 3086 | 3086 -West Manchester | 1477 Carlisle Road | York | PA | 17404 | 383,842.24 |
| 3087 | 3087 -Route 360 | 10101 Hull Street Road | Richmond | VA | 23236 | 853,603.10 |
| 3089 | 3089 -Richmond West | 7605 W. Broad Street | Richmond | VA | 23294 | 673,163.64 |
| 3090 | 3090 -Delray Square | 4899 W. Atlantic Blvd | Delray Beach | FL | 33445 | 1,283,247.92 |
| 3093 | 3093 -Highland Sprngs | 109 E. Nine Mile Road | Highland Sprngs | VA | 23075 | 321,352.20 |
| 3024 | 3024 -Cornelius | 20301 W. Catawba Avenue | Cornelius | NC | 28031 | 2,914,808.50 |
|
| | | | | | |
| Property No. | Property Name | Address | City | State | Zip Code | Gross ALA (in $) |
| 3098 | 3098 -Country Club Rd | 1880 E. Market Street | Harrisonburg | VA | 22801 | 763,325.47 |
| 3099 | 3099 -Sycamore Sprngs | 13700 Midlothian Turnpike | Midlothian | VA | 23113 | 1,246,927.40 |
| 3103 | 3103 -Lawrenceville Suwann | 870 Lawrenceville Suwannee Rd | Lawrenceville | GA | 30043 | 1,571,882.81 |
| 3108 | 3108 -Landing | 118 lakeside Blvd | Landing | NJ | 7850 | 1,185,965.50 |
| 3114 | 3114 -Nashville Galltn | 3940 Gallatin Pike | Nashville | TN | 37216 | 603,881.80 |
| 3151 | 3151 -Pinellas | 7600 US Highway 19 N | Pinellas Park | FL | 33781 | 1,365,041.21 |
| 3179 | 3179 -BATTLEGROUND OFFICE | 3314 Battleground Ave. | Greensboro | NC | 27410 | 679,150.03 |
| 3187 | 3187 -WENDOVER PLACE | 5402 Sapp Road | Greensboro | NC | 27409 | 738,941.54 |
| 3195 | 3195 -Stonebriar | 9151 Warrent Parkway | Frisco | TX | 75035 | 2,039,274.96 |
| 3271 | 3271 -Wickham Road Office | 7775 N Wickham Road | Melbourne | FL | 32940 | 776,855.33 |
| 3285 | 3285 -Walnut Maynard | 712 SE Maynard Road | Cary | NC | 27511 | 707,972.58 |
| 3385 | 3385 -Bristol Office | 244 Radcliffe St | Bristol | PA | 19007 | 585,678.63 |
| 3389 | 3389 -Independnc Hall | 601 Chestnut St | Philadelphia | PA | 19106 | 876,629.49 |
| 3392 | 3392 -Lebanon | 801 Cumberland St | Lebanon | PA | 17042 | 296,348.95 |
| 3601 | 3601 -Oviedo Red Bug | 7455 Pinemire Drive | Oviedo | FL | 32765 | 511,604.58 |
| 3606 | 3606 -Stockbridge | 113 Highway 138 West | Stockbridge | GA | 30281 | 523,266.14 |
| 3632 | 3632 -Lake Mary Ofice | 3701 W. Lake Mary Boulevard | Lake Mary | FL | 32746 | 1,935,130.42 |
|
| | | | | | |
| Property No. | Property Name | Address | City | State | Zip Code | Gross ALA (in $) |
| 3639 | 3639 -Cartersville | 215 Cherokee Place | Cartersville | GA | 30121 | 724,289.88 |
| 3642 | 3642 -Lake Hiawatha | 66 N. Beverwyck Road | Lake Hiawatha | NJ | 7034 | 798,508.68 |
| 3647 | 3647 -Hometown | 226 Claremont | Tamaqua | PA | 18252 | 308,079.79 |
| 3681 | 3681 -Gulfport Hwy 49 | 11464 Highway 49 | Gulfport | MS | 39503 | 363,724.25 |
| 4001 | 4001C -Baymeadows Ops | 8324 Baymeadows Way | Jacksonville | FL | 32256 | 12,618,142.73 |
| 4002 | 4002C -Callahan | 401 S. King Rd | Callahan | FL | 32011 | 1,697,822.35 |
| 4004 | 4004C -Conway | 7336 Curry Ford Road | Orlando | FL | 32822 | 1,258,718.20 |
| 4005 | 4005C -Dale Mabry | 1506 South Dale Marby Highway | Tampa | FL | 33629 | 4,592,886.11 |
| 4006 | 4006C -Davie | 4150 S.W.64th Ave | Davie | FL | 33314 | 1,227,326.37 |
| 4007 | 4007C -Eustis | 200 Magnolia Ave. | Eustis | FL | 32726 | 1,587,581.82 |
| 4008 | 4008C -Ft. Lauderdale | 1100 W. State Route 84 | Ft. Lauderdale | FL | 33315 | 2,434,257.67 |
| 4009 | 4009C -Green Cov Sprng | 425 North Orange Avenue | Green Cove Spri | FL | 32043 | 1,907,702.63 |
| 4011 | 4011C -Indian Rocks | 14147 Walsingham Rd. | Largo | FL | 33774 | 506,837.18 |
| 4013 | 4013C -Largo | 5250 E. Bay Drive | Clearwater | FL | 33764 | 2,258,583.54 |
| 4015 | 4015C -Normandy | 6545 Normandy Blvd | Jacksonville | FL | 32205 | 1,259,564.98 |
| 4017 | 4017C -North Port | 13675 N.W. Tamiami Trail | North Port | FL | 34287 | 1,433,001.71 |
| 4018 | 4018C -NE St. Petrsbrg | 9655 4th St. North | St. Petersburg | FL | 33702 | 681,407.08 |
|
| | | | | | |
| Property No. | Property Name | Address | City | State | Zip Code | Gross ALA (in $) |
| 4023 | 4023C -Springfield | 1601 Main Street | Jacksonville | FL | 32233 | 2,387,853.34 |
| 4024 | 4024C -West Dayton | 828 White Street | Daytona Beach | FL | 32117 | 1,176,599.23 |
| 4026 | 4026D -Alabama Ave | 501 Alabama Avenue | Breman | GA | 30110 | 779,160.97 |
| 4027 | 4027C -East Lake | 2201 Roswell Rd. | Marietta | GA | 30062 | 674,768.28 |
| 4031 | 4031C -Jimmy Crtr Blvd | 5405 Jimy Carter Blvd. | Norcross | GA | 30093 | 1,064,097.53 |
| 4032 | 4032C -Mableton | 5606 Gordon Rd. | Mabletown | GA | 30126 | 1,379,247.25 |
| 4035 | 4035C -Newnan Main | 30 Greenville Street | Newnan | NC | 30263 | 1,814,061.67 |
| 4036 | 4036C -Norcross | 6155 S. Buford Highway | Norcross | GA | 30071 | 1,188,549.26 |
| 4037 | 4037C -Peachtree Crnrs | 5525 Peachtree Parkway | Norcross | GA | 30092 | 783,939.74 |
| 4039 | 4039C -Rome Main | 501 Broad Street | Rome | GA | 30161 | 2,985,804.58 |
| 4042 | 4042F -Traffic Circle | 3509 West Bay Street | Savannah | GA | 31408 | 535,440.53 |
| 4043 | 4043F -Tri-County #2 | 4701 Sandy Plains Road | Roswell | GA | 30075 | 1,041,449.54 |
| 4044 | 4044D -Vidalia Main | 900 East First Street | Vidalia | GA | 30474 | 742,746.36 |
| 4047 | 4047C -Washington West | 3726 Washington Road | Martinez | GA | 30907 | 878,037.69 |
| 4048 | 4048D -Waynesboro Main | 615 Liberty Street | Waynesboro | GA | 30830 | 986,164.89 |
| 4049 | 4049C -Advance Main | Hwy. 801 & Hwy 158 | Advance | NC | 27006 | 428,214.91 |
| 4052 | 4052C -Blowing Rock Mn | 983 North Main Street | Blowing Rock | NC | 28605 | 273,930.50 |
|
| | | | | | |
| Property No. | Property Name | Address | City | State | Zip Code | Gross ALA (in $) |
| 4053 | 4053C -Brevard Main | 73 West Main Street | Brevard | NC | 28712 | 413,081.45 |
| 4055 | 4055D -Canton Main | 101 Main Street | Canton | NC | 28716 | 554,852.35 |
| 4056 | 4056C -China Grove | 125 North Main Street | China Grove | NC | 28023 | 660,294.46 |
| 4058 | 4058C -Conover Main | 106 First Ave. South | Conover | NC | 28613 | 367,835.11 |
| 4059 | 4059C -Derita | 2610 W. sugar Creek Rd. | Charlotte | NC | 28262 | 589,284.94 |
| 4060 | 4060C -Fayetteville Mn | 200 Green &Bow Streets | Fayetteville | NC | 28301 | 3,482,037.89 |
| 4061 | 4061C -Forest City Mn | 408in Street | Forest City | NC | 28043 | 959,963.32 |
| 4062 | 4062D -Goldsboro Main | 203 North William Street | Goldsboro | NC | 27530 | 517,727.44 |
| 4064 | 4064C -Harrisburg | 108 Highway 49 North | Harrisburg | NC | 28075 | 676,109.28 |
| 4065 | 4065F -High Point Road | 3608 High Point Road | Greensboro | NC | 27407 | 780,608.45 |
| 4066 | 4066C -Jackson Park | 704 North Cannon Blvd. | Kannapolis | NC | 28083 | 610,060.50 |
| 4067 | 4067D -Jefferson Main | 230 E. Main Street | Jefferson | NC | 28640 | 164,703.21 |
| 4068 | 4068C -Kildaire Farms | 1122 Kildaire Farms Road | Cary | NC | 27511 | 415,842.01 |
| 4070 | 4070F -Knightdale | 7519 US Highway 64 E | Knightdale | NC | 27545 | 343,492.53 |
| 4071 | 4071C -Lexington Main | 100 S. State Street | Lexington | NC | 27292 | 1,520,513.60 |
| 4074 | 4074C -Newton Main | 102 S. Main Ave. | Newton | NC | 28658 | 574,728.40 |
| 4075 | 4075C -Oakwoods | 418-420 Bushy Mountain Rd. | N. Wilkesboro | NC | 28697 | 9,593,936.35 |
|
| | | | | | |
| Property No. | Property Name | Address | City | State | Zip Code | Gross ALA (in $) |
| 4076 | 4076D -Rockingham Main | 202 East Washington Street | Rockingham | NC | 28379 | 805,641.69 |
| 4077 | 4077C -Rocky Mount Mn | 112 North Church Street | Rocky Mount | NC | 27804 | 394,876.21 |
| 4085 | 4085D -W. Jefferson Mn | 402 S. Jefferson Avenue | W. Jefferson | NC | 28694 | 718,531.99 |
| 4088 | 4034C -Merchant's Walk | 1313 Johnson Ferry Rd. NE | Marietta | GA | 30068 | - |
| 4102 | 4102B-Asheville Mn Off | 68 Patton Avenue | Asheville | NC | 28801 | 2,665,183.36 |
| 4119 | 4119A-College Street | 162 College Street | Asheville | NC | 28801 | 432,768.29 |
| 4128 | 4128B-East End | 1908 E. Greenville Blvd. | Greenville | NC | 27858 | 672,822.45 |
| 4137 | 4137B-Greenville Mn Of | 201 W. First Street | Greenville | NC | 27858 | 3,214,383.28 |
| 4150 | 4150C-Lincolnton Mn Of | 100 E. Main Street | Lincolnton | NC | 28092 | 1,737,045.08 |
| 4153 | 4153B-Market Street | 619 Market Street | Wilmington | NC | 28401 | 277,607.11 |
| 4154 | 4154A-Mint Hill | 8008 Blair Road | Charlotte | NC | 28227 | 578,507.37 |
| 4413 | 4413-LAKE STREET | 540 Lake Street | Addison | IL | 60101 | - |
| 4502 | 4502 -Peoria Main | 301 W. Adams Avenue | Peoria | IL | 61602 | 7,322,950.95 |
| 4506 | 4506 -Arcadia | 245 N. Rose Street | Kalamazoo | MI | 49007 | 4,427,941.99 |
| 4507 | 4507 -Executive Drive | 5829 Executive Drive | Lansing | MI | 48911 | 1,005,045.27 |
| 4565 | 4565 -12th Street | 545 12th Street | Paso Robles | CA | 93446 | 2,732,368.42 |
| 4566 | 4566 -Vine Street | 1222-1224 Vine Street | Paso Robles | CA | 93446 | 5,998,835.34 |
|
| | | | | | |
| Property No. | Property Name | Address | City | State | Zip Code | Gross ALA (in $) |
| 4567 | 4567 -Arroyo Grande | 1255 E. Grande Avenue | Arroyo Grande | CA | 93420 | 1,203,552.45 |
| 4568 | 4568 -Santa Maria | 2339 S. Broadway | Santa Maria | CA | 93454 | 1,970,014.83 |
| 4572 | 4572 -25th Street | 3805 25th Street | Columbus | IN | 47203 | 926,745.59 |
| 4573 | 4573 -Brentwood | 2751 Brentwood Drive | Columbus | IN | 47203 | 440,404.81 |
| 4574 | 4574 -Tipton | 1117 E. Tipton Street | Seymour | IN | 47274 | 851,800.98 |
| 4575 | 4575 -2nd Street | 222 W. 2nd Street | Seymour | IN | 47274 | 1,220,378.44 |
| 5033 | 5033 -Merced | 710 W. Main Street | Merced | CA | 95340 | 2,289,466.69 |
| 5060 | 5060 -Deland | 230 N. Woodland Blvd. | Deland | FL | 32720 | 3,556,231.88 |
| 5301 | 5301 -Decatur (BS)-Mn Bldng | 163 Clairmont Avenue | Decatur | GA | 30030 | 897,193.10 |
| 5405 | 5405 -Grants Pass-Mn Bldng | 735 S.E. 6th St. | Grants Pass | OR | 97526 | 881,642.97 |
| 5435 | 5435 -Shoal Creek-Mn Bldng | 7900 Shoal Creek | Austin | TX | 78757 | - |
Exhibit A
KBS ACQUISITION SUB-OWNER 1, LLC OWNERSHIP STRUCTURE
Schedule A to Exhibit A
First States Properties No. 12, LLC
First States Properties No. 15, LLC
First States Properties No. 19, LLC
First States Properties No. 34, LLC
First States Properties No. 35, LLC
First States Properties No. 37, LLC
First States Properties No. 41, LLC
First States Properties No. 43, LLC
First States Properties No. 49, LLC
First States Properties No. 51, LLC
First States Properties No. 52, LLC
First States Properties No. 56, LLC
First States Properties No. 59, LLC
First States Properties No. 62, LLC
First States Properties No. 67, LLC
First States Properties No. 71, LLC
First States Properties No. 73, LLC
First States Properties No. 9, LLC
First States Realty Corp., LLC
First States Partners No. 201, L.P.
First States Partners No. 201, LLC
First States Partners No. 203, LLC
First States Partners No. 213, LLC
First States Partners No. 216, L.P.
First States Partners No. 216, LLC
First States Partners No. 236, L.P.
First States Partners No. 236, LLC
First States Investors Realty, LLC
First States Investors GS Pool B GP, LLC
First States Investors GS Pool B, L.P.
First States Investors GS Pool C GP, LLC
First States Investors GS Pool C, L.P.
First States Investors GS Pool A GP, LLC
First States Investors GS Pool A, L.P.
First States Investors 927, LLC
First States Investors 923 GP, LLC
First States Investors 923, L.P.
First States Investors 5000B, LLC
First States Investors 4100B GP, LLC
First States Investors 4100B, L.P.
First States Investors 3300, LLC
First States Investors 107, LLC
First States Investors 147, LLC
First States Investors 2017, LLC
First States Investors 3091, LLC
First States Investors 3601, LLC
First States Investors 4043, LLC
First States Investors 105, LLC
First States Investors 117, LLC
First States Investors 118, LLC
First States Investors 154, LLC
First States Investors 157, LLC
First States Investors 2100 GP, LLC
First States Investors 2100, L.P.
First States Investors 2102 GP, LLC
First States Investors 2102 L.P.
First States Investors 2103 GP, LLC
First States Investors 2103, L.P.
First States Investors 2104 GP, LLC
First States Investors 2104, L.P.
First States Investors 2105 GP, LLC
First States Investors 2105, L.P.
First States Investors 2106 GP, LLC
First States Investors 2106, L.P.
First States Investors 2107 GP, LLC
First States Investors 2107, L.P.
First States Investors 2108 GP, LLC
First States Investors 2108, L.P.
First States Investors 2110, LLC
First States Investors 2208, LLC
First States Investors 230 GP, LLC
First States Investors 230, L.P.
First States Investors 2550A, LLC
First States Investors 3004, Limited Partnership
First States Investors 3004, LLC
First States Investors 3014, LLC
First States Investors 3022 GP, LLC
First States Investors 3022, L.P.
First States Investors 3024 GP, LLC
First States Investors 3024, L.P.
First States Investors 3028 GP, LLC
First States Investors 3028, L.P.
First States Investors 3033 GP, LLC
First States Investors 3033, L.P.
First States Investors 3034, LLC
First States Investors 3035, LLC
First States Investors 3043, LLC
First States Investors 3061, LLC
First States Investors 3067, LLC
First States Investors 3076, LLC
First States Investors 3077, LLC
First States Investors 3081 GP, LLC
First States Investors 3081, L.P.
First States Investors 3086, LLC
First States Investors 3087, LLC
First States Investors 3089, LLC
First States Investors 3090, LLC
First States Investors 3093, LLC
First States Investors 3098, LLC
First States Investors 3099, LLC
First States Investors 3103, LLC
First States Investors 3108, LLC
First States Investors 3114, LLC
First States Investors 3151, LLC
First States Investors 3179 GP, LLC
First States Investors 3179, Limited Partnership
First States Investors 3187 GP, LLC
First States Investors 3187, Limited Partnership
First States Investors 3195 GP, LLC
First States Investors 3195, L.P.
First States Investors 3632, LLC
First States Investors 3642, LLC
First States Investors 3647 GP, LLC
First States Investors 3647, L.P.
First States Investors 40, LLC
First States Investors 4000C, LLC
First States Investors 4044, LLC
First States Investors 4048, LLC
First States Investors 4055, LLC
First States Investors 4062, LLC
First States Investors 4067, LLC
First States Investors 4085, LLC
First States Investors 4150, LLC
First States Investors 4413, LLC
First States Investors 4499, LLC
First States Investors 4500, LLC
First States Investors 77, Limited Partnership
First States Investors 77, LLC
First States Investors 922, LLC
First States Investors 926 GP, LLC
First States Investors 926, L.P.
First States Investors Branch One GP, LLC
First States Investors Branch One, L.P.
