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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________

FORM 10-K

______________________________________________________

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-54687

______________________________________________________

KBS REAL ESTATE INVESTMENT TRUST III, INC.

(Exact Name of Registrant as Specified in Its Charter)

______________________________________________________

Maryland	27-1627696
(State or Other Jurisdiction of<br>Incorporation or Organization)	(I.R.S. Employer<br>Identification No.)
800 Newport Center Drive, Suite 700<br><br>Newport Beach, California	92660
(Address of Principal Executive Offices)	(Zip Code)

(949) 417-6500

(Registrant’s Telephone Number, Including Area Code)

______________________________________________________

Securities registered pursuant to Section 12(b) of the Act:Title of Each ClassName of Each Exchange on Which RegisteredNoneNone

Trading Symbol(s)

____________________________________________________

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 par value per share

____________________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	¨	Accelerated Filer	☐
Non-Accelerated Filer	x	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act). Yes ☐ No x

There is no established market for the Registrant’s shares of common stock. On December 12, 2023, the board of directors of the Registrant approved an estimated value per share of the Registrant’s common stock of $5.60 based on the estimated value of the Registrant’s assets less the estimated value of the Registrant’s liabilities, or net asset value, divided by the number of shares outstanding, all as of September 30, 2023, with the exception of adjustments to the Registrant’s net asset value to give effect to (i) the change in the estimated value of the Registrant’s investment in units of Prime US REIT (SGX-ST Ticker: OXMU) as of November 15, 2023 and (ii) the estimated sale price based on offers received for one property that was being marketed for sale. For a full description of the methodologies used to value the Registrant’s assets and liabilities in connection with the calculation of the estimated value per share as of December 12, 2023, see Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Market Information” of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023. On December 12, 2024, the board of directors of the Registrant approved an estimated value per share of the Registrant’s common stock of $3.89 based on the estimated value of the Registrant’s assets less the estimated value of the Registrant’s liabilities, or net asset value, divided by the number of shares outstanding, all as of September 30, 2024, with the exception of adjustments to the Registrant’s net asset value to give effect to (i) the change in the estimated value of the Registrant’s investment in units of Prime US REIT (SGX-ST Ticker: OXMU) as of November 14, 2024, (ii) the contractual sales price, net of closing credits and disposition costs, of one property that was sold on November 15, 2024 and (iii) estimated contractual loan financing fees and costs incurred for the period from October 1, 2024 through December 20, 2024. For a full description of the methodologies used to value the Registrant’s assets and liabilities in connection with the calculation of the estimated value per share as of December 12, 2024, see Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Market Information” in this Annual Report on Form 10-K.

There were approximately 148,495,389 shares of common stock held by non-affiliates as of June 30, 2024, the last business day of the Registrant’s most recently completed second fiscal quarter.

As of March 10, 2025, there were 148,516,246 outstanding shares of common stock of the Registrant.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Definitive Proxy Statement with respect to its 2025 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the Registrant’s fiscal year are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 hereof as noted therein.

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PART I			5
	ITEM 1.	BUSINESS	5
	ITEM 1A.	RISK FACTORS	12
	ITEM 1B.	UNRESOLVED STAFF COMMENTS	42
	ITEM 1C.	CYBERSECURITY	42
	ITEM 2.	PROPERTIES	44
	ITEM 3.	LEGAL PROCEEDINGS	45
	ITEM 4.	MINE SAFETY DISCLOSURES	45
PART II			46
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	46
	ITEM 6.	[RESERVED]	55
	ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	56
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	75
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	77
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	77
	ITEM 9A.	CONTROLS AND PROCEDURES	77
	ITEM 9B.	OTHER INFORMATION	77
	ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	77
PART III			78
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	78
	ITEM 11.	EXECUTIVE COMPENSATION	78
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	78
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	78
	ITEM14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	78
PART IV			79
	ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	79
	ITEM 16.	FORM 10-K SUMMARY	84
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			F-1

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FORWARD-LOOKING STATEMENTS

Certain statements included in this Annual Report on Form 10-K are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of KBS Real Estate Investment Trust III, Inc. and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. These include statements about our plans, strategies, and prospects and these statements are subject to known and unknown risks and uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those contemplated by such forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

For a discussion of some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements, see the risks identified in “Summary Risk Factors” below and in Part I, Item 1A of this Annual Report on Form 10-K (the “Annual Report”).

SUMMARY RISK FACTORS

The following is a summary of the principal risks that could adversely affect our business, financial condition, results of operations and cash flows and our ability to continue as a going concern. This summary highlights certain of the risks that are discussed further in this Annual Report but does not address all the risks that we face. For additional discussion of the risks summarized below and a discussion of other risks that we face, see “Risk Factors” in Part I, Item 1A of this Annual Report. You should interpret many of the risks identified in this summary and under “Risk Factors” as being heightened as a result of the continued disruptions in the financial markets impacting the U.S. commercial real estate industry, especially as it pertains to commercial office buildings.

•The ongoing challenges affecting the U.S. commercial real estate industry, especially as it pertains to commercial office buildings, continues to be one of the most significant risks and uncertainties we face. The combination of elevated interest rates and persistent inflation (or the perception that any of these events may continue), as well as a low level of lending activity in the debt markets, have contributed to continued weakness in the commercial real estate markets. The usage and leasing activity of our assets in several markets remains lower than pre-pandemic levels. Upcoming and recent tenant lease expirations and leasing challenges in certain markets amidst the aforementioned headwinds coupled with slower than expected return-to-office, most notably in the greater San Francisco Bay Area where we own several assets, have had direct and material impacts to property appraisal values used by our lenders and have impacted our ability to access certain credit facilities and our ongoing cash flow.

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•In order to refinance, restructure or extend our maturing debt obligations, we have been required to reduce the loan commitments and/or make paydowns on certain loans, and we have agreed to satisfy certain conditions that are not in our sole control, including making principal paydowns during the terms of the loans, selling assets and taking identified actions relating to our portfolio. Selling real estate assets in the current market may result in a lower sale price than we would otherwise obtain. We will be adversely affected if we are unable to satisfy the terms and conditions contained in our loan agreements. There is no assurance that we will be able to satisfy the terms and conditions of our existing loan agreements or the terms and conditions of any future extension or refinancing agreements that are entered into. If we are unable to make required principal paydowns under certain loans, sell assets or satisfy certain covenants and conditions in our loan agreements, the lenders may seek to foreclose on the underlying collateral. Our loan agreements contain cross default provisions whereby the occurrence of (or a demand following) an “event of default” under one or more of our debt facilities may trigger a default under certain other debt facilities and the guaranty obligations in respect thereof, thereby giving lenders a right to accelerate the relevant debt obligations and exercise their enforcement rights with respect thereto. We have pledged the equity of certain of our subsidiaries (and all proceeds therefrom) in connection with the restructuring of certain debt facilities. If an event of default occurs under certain debt facilities and the lenders party thereto elect to exercise their enforcement rights thereunder, one of the remedies available to them is to take possession of the relevant pledged equity. If we are unable to satisfy the terms and conditions contained in our loan agreements, we anticipate we will make efforts to further refinance or restructure certain of our debt instruments or make additional asset sales to pay off the debt, though there can be no certainty that we will be able to complete such refinancing, restructuring or asset sales. As a result of certain upcoming loan maturities and required principal paydowns, the challenging commercial real estate lending environment and the lack of transaction volume in the U.S. office market as well as general market instability, management’s plans may not be considered probable and thus do not alleviate substantial doubt about our ability to continue as a going concern for at least a year from the date of the issuance of our financial statements.

•As of March 14, 2025, five of our debt facilities (representing $1.3 billion of our outstanding debt that are secured by 12 of our properties) are subject to cash sweep arrangements, whereby each month the excess cash flow from the properties securing the loan is deposited into a cash management account held for the benefit of our lenders. In certain cases, we may request disbursements from the cash management accounts to fund capital or operating shortfalls at the underlying assets. Cash management accounts place limits on our access to cash flows from these properties and restrict our operating flexibility.

•Continued disruptions in the financial markets and economic uncertainty impacting the U.S. commercial real estate industry could further impact our ability to implement our business strategy and continue as a going concern. Overall, there remains significant uncertainty regarding the timing and duration of the economic recovery, which precludes any prediction as to the ultimate adverse impact the current disruptions in the markets may have on our business. Potential long-term changes in customer behavior, such as continued work-from-home arrangements, could materially and negatively impact the future demand for office space, further adversely impacting our operations.

•We are unable to predict when or if we will be in a position to pay distributions to our stockholders. Due to certain restrictions and covenants included in our loan agreements as a result of refinancing certain of our debt facilities, we do not expect to pay any dividends or distributions until certain loans are repaid or refinanced. One of the loans with these restrictions has a current maturity of January 2027 but may be extended subject to the terms and conditions of the loan agreement. We have not declared any distributions since June 2023. If and when we pay distributions, we will likely fund distributions from the sale of assets.

•Stockholders may have to hold their shares an indefinite period of time. We can provide no assurance when we will be able to provide additional liquidity to stockholders. Due to certain restrictions and covenants included in our loan agreements as a result of refinancing certain of our debt facilities, we do not expect to redeem any shares of common stock until certain loans are repaid or refinanced. One of the loans with these restrictions has a current maturity of January 2027 but may be extended subject to the terms and conditions of the loan agreement. We terminated our share redemption program on March 15, 2024.

•Our charter does not require us to liquidate our assets and dissolve by a specified date, nor does our charter require our directors to list our shares for trading by a specified date. No public market currently exists for our shares of common stock. There are limits on the ownership and transferability of our shares. Our shares cannot be readily sold and, if our stockholders are able to sell their shares, they would likely have to sell them at a substantial discount.

•We are dependent on KBS Capital Advisors LLC (“KBS Capital Advisors”), our advisor, to conduct our operations.

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•All of our executive officers, our affiliated directors and other key professionals are also officers, affiliated directors, managers, key professionals and/or holders of a direct or indirect controlling interest in our advisor and/or its affiliates. These individuals, our advisor and its affiliates face conflicts of interest, including conflicts created by our advisor’s and its affiliates’ compensation arrangements with us and other programs and investors and conflicts in allocating time among us and other programs and investors. These conflicts could result in action or inaction that is not in the best interests of our stakeholders.

•Our advisor and its affiliates currently receive fees in connection with transactions involving the management and disposition of our investments. Asset management fees are based on the cost of the investment, and not based on the quality of the investment or the quality of the services rendered to us. We may also pay significant fees during our listing/liquidation stage. Although most of the fees payable during our listing/liquidation stage are contingent on our stockholders first enjoying agreed-upon investment returns, the investment return thresholds may be reduced subject to approval by our conflicts committee and our charter limitations. These payments increase the risk of loss to our stakeholders.

•We may incur debt until our total liabilities would exceed 75% of the cost of our tangible assets (before deducting depreciation and other non-cash reserves), and we may exceed this limit with the approval of the conflicts committee of our board of directors. High debt levels would impact our net revenues and could cause our financial condition to suffer.

•We depend on tenants for the revenue generated by our real estate investments. Revenues from our properties could decrease due to a reduction in occupancy (caused by factors including, but not limited to, tenant defaults, tenant insolvency, early termination of tenant leases and non-renewal of existing tenant leases), rent deferrals or abatements, tenants becoming unable to pay their rent, lower rental rates and/or potential changes in customer behavior, such as continued work from home arrangements, making it more difficult for us to meet our debt service obligations and causing our operations to suffer.

•Our significant investment in the equity securities of Prime US REIT (the “SREIT”), a traded Singapore real estate investment trust, is subject to the risks associated with real estate investments as well as the risks inherent in investing in traded securities, including, in this instance, risks related to the quantity of units held by us relative to the trading volume of the units. Due to the disruptions in the financial markets, the trading price of the common units of the SREIT has experienced substantial volatility and has been significantly impacted by the market sentiment for stock with significant investment in U.S. office buildings.

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PART I

ITEM 1. BUSINESS

Overview

KBS Real Estate Investment Trust III, Inc. (the “Company”) is a Maryland corporation that has elected to be taxed as a real estate investment trust (“REIT”) and it intends to continue to operate in such a manner. As used herein, the terms “we,” “our” and “us” refer to the Company and as required by context, KBS Limited Partnership III, a Delaware limited partnership, which we refer to as our “Operating Partnership,” and to their subsidiaries. We conduct our business primarily through our Operating Partnership, of which we are the sole general partner.

We have invested in a diverse portfolio of real estate investments. As of December 31, 2024, we owned 13 office properties, one mixed-use office/retail property and an investment in the equity securities of a Singapore real estate investment trust (the “SREIT”).

We commenced our initial public offering on October 26, 2010, the primary portion of which terminated in July 2015. KBS Capital Markets Group LLC served as dealer manager for the offering. We sold 169,006,162 shares of common stock in our now-terminated primary initial public offering for gross offering proceeds of $1.7 billion. We sold 46,154,757 shares of common stock under our dividend reinvestment plan for gross offering proceeds of $471.3 million. We have redeemed or repurchased 74,644,349 shares for $789.2 million. On March 15, 2024, we terminated our dividend reinvestment plan and our share redemption program.

Additionally, on October 3, 2014, we issued 258,462 shares of common stock, for $2.4 million, in private transactions exempt from the registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933.

Section 5.11 of our charter requires that we seek stockholder approval of our liquidation if our shares of common stock are not listed on a national securities exchange by September 30, 2020, unless a majority of the conflicts committee of our board of directors, composed solely of all of our independent directors, determines that liquidation is not then in the best interest of our stockholders. Pursuant to our charter requirement, the conflicts committee considered the ongoing challenges affecting the U.S. commercial real estate industry, especially as it pertains to commercial office properties, the challenging interest rate environment and lack of activity in the debt markets, the limited availability in the debt markets for commercial real estate transactions in the office sector, and the lack of transaction volume in the U.S. office market for assets similar in size to those of ours, and on August 12, 2024, our conflicts committee unanimously determined to postpone approval of our liquidation. Section 5.11 of our charter requires that the conflicts committee revisit the issue of liquidation at least annually.

As our advisor, KBS Capital Advisors manages our day-to-day operations and our portfolio of real estate investments. KBS Capital Advisors provides asset-management, disposition, marketing, investor-relations and other administrative services on our behalf. Our advisor owns 20,857 shares of our common stock. We have no paid employees.

Going Concern Considerations

The accompanying consolidated financial statements and notes in this Annual Report have been prepared assuming we will continue as a going concern. The ongoing challenges affecting the U.S. commercial real estate industry, especially as it pertains to commercial office buildings, continues to be one of the most significant risks and uncertainties we face. The combination of elevated interest rates and persistent inflation (or the perception that any of these events may continue), as well as a low level of lending activity in the debt markets, have contributed to continued weakness in the commercial real estate markets. The usage and leasing activity of our assets in several markets remains lower than pre-pandemic levels, and we cannot predict when economic activity and demand for office space will return to pre-pandemic levels in those markets. Both upcoming and recent tenant lease expirations and leasing challenges in certain markets amidst the aforementioned headwinds coupled with slower than expected return-to-office, most notably in the greater San Francisco Bay Area where we own several assets, have had direct and material impacts to property appraisal values used by our lenders and have impacted our ability to access certain credit facilities and our ongoing cash flow, which, in large part, provide liquidity for capital expenditures needed to manage our real estate assets.

Since February 2024, we have refinanced, restructured or extended $1.3 billion of maturing debt obligations. As of March 14, 2025, we had debt obligations in the aggregate principal amount of $1.5 billion, with a weighted-average remaining term of 1.5 years.

In order to refinance, restructure or extend our maturing debt obligations, we have been required to reduce the loan commitments and/or make paydowns on certain loans, and we have agreed to satisfy certain conditions that are not in our sole control, including making principal paydowns during the terms of the loans, selling assets and taking identified actions relating to our portfolio.

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As of March 14, 2025, we have $467.0 million of loan maturities and required principal paydowns during the next 12 months and $672.7 million of loan maturities and required principal paydowns from March 14, 2026 through December 31, 2026. Our loan agreements require us to sell two properties in 2025, two properties in 2026 and up to four properties in 2027. Selling real estate assets in the current market may result in a lower sale price than we would otherwise obtain. We may continue to evaluate raising capital through the issuance of new equity or debt to the extent we see improvement in the capital markets. We may also defer noncontractual expenditures to manage our liquidity needs.

We will be adversely affected if we are unable to satisfy the terms and conditions contained in our loan agreements. There is no assurance that we will be able to satisfy the terms and conditions of our existing loan agreements or the terms and conditions of any future extension or refinancing agreements that are entered into. If we are unable to make required principal paydowns under certain loans, sell assets or satisfy certain covenants and conditions in our loan agreements, the lenders may seek to foreclose on the underlying collateral. Our loan agreements contain cross default provisions whereby the occurrence of (or a demand following) an “event of default” under one or more of our debt facilities may trigger a default under certain other debt facilities and the guaranty obligations in respect thereof. The cross default provisions vary across the loan agreements and some require that lenders affirmatively elect that an event of default is triggered and/or that payment demands are made in excess of a threshold amount before an event of default is triggered; however, depending upon which facilities default and the guaranty obligations thereunder, there is a risk that an event of default under one loan agreement could cause an event of default under other debt facilities thereby giving lenders a right to accelerate the relevant debt obligations and exercise their enforcement rights with respect thereto. In addition, we have pledged the equity of certain of our subsidiaries (and all proceeds therefrom) in connection with the restructuring of certain of our subsidiaries’ debt facilities and, therefore, if an event of default occurs under certain debt facilities and the lenders party thereto elect to exercise their enforcement rights thereunder, one of the remedies available to them is to take possession of the relevant pledged equity. We have directly and/or indirectly pledged the equity of subsidiaries owning the following properties: Gateway Tech Center, 201 17th Street, 515 Congress, Carillon, Park Place Village and Accenture Tower. Additionally, we are required to pledge approximately half of the units of the SREIT that we own.

Despite the substantial amount of refinancing activity since February 2024 (over $1.3 billion of debt refinanced or extended), there can be no assurances as to the certainty or timing of management’s future plans in regards to the matters above, as certain elements of management’s plans are outside our control, including our ability to repay our outstanding debt obligations at maturity, make required principal paydowns during the terms of the loans, satisfy other terms and conditions contained in our loan agreements, refinance, restructure or extend certain debt obligations, sell assets in the current real and financial markets and raise capital through the issuance of new equity or debt. If we are unable to satisfy the terms and conditions contained in our loan agreements, we anticipate we will make efforts to further refinance or restructure certain of our debt instruments or make additional asset sales to pay off the debt, though there can be no certainty that we will be able to complete such refinancing, restructuring or asset sales.

As a result of certain upcoming loan maturities and required principal paydowns, the challenging commercial real estate lending environment and the lack of transaction volume in the U.S. office market as well as general market instability, management’s plans may not be considered probable and thus do not alleviate substantial doubt about our ability to continue as a going concern for at least a year from the date of the issuance of our financial statements.

Continued disruptions in the financial markets and economic uncertainty impacting the U.S. commercial real estate industry could further impact our ability to implement our business strategy and continue as a going concern. Overall, there remains significant uncertainty regarding the timing and duration of the economic recovery, which precludes any prediction as to the ultimate adverse impact the current disruptions in the markets may have on our business. Potential long-term changes in customer behavior could materially and negatively impact the future demand for office space, further adversely impacting our operations.

Objectives and Strategies

Our primary objective is to maximize the long-term value of our company for all of our stakeholders. To that end, our current goals and objectives are to effectively manage our loan maturity and loan paydown schedule, efficiently manage our real estate portfolio through the economic downturn in order to maximize the long-term portfolio value, and monitor the office market and properties in the portfolio for beneficial sale opportunities in order to maximize value and further enhance liquidity.

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Real Estate Portfolio

We have acquired and manage a diverse portfolio of core real estate properties. Our primary investment focus was core office properties located throughout the United States, though we have invested in other types of properties and real estate-related investments.

When making an acquisition, we emphasized the performance and risk characteristics of that investment, how that investment would fit with our portfolio-level performance objectives, the other assets in our portfolio and how the returns and risks of that investment compared to the returns and risks of available investment alternatives.

We generally hold fee title to or a long-term leasehold estate in the properties we have acquired. We have also made investments through joint ventures.

Our advisor develops a well-defined exit strategy for each investment we make and periodically performs a hold-sell analysis on each asset. These periodic analyses focus on the remaining available value enhancement opportunities for the asset, the demand for the asset in the marketplace, market conditions and our overall portfolio objectives to determine if the sale of the asset, whether via an individual sale or as part of a portfolio sale or merger, would maximize value for our stakeholders. Economic and market conditions may influence us to hold our assets for different periods of time. We may sell an asset before the end of the expected holding period if we believe that market conditions and asset positioning have maximized its value to us, if it is required to meet maturing debt obligations or loan paydowns, or the sale of the asset would otherwise be in the best interests of our stakeholders.

We acquired our first real estate property on September 29, 2011. As of December 31, 2024, our portfolio of real estate properties was composed of 13 office properties and one mixed-use office/retail property. For more information on our real estate investments, including tenant information, see Part I, Item 2 “Properties.”

We also own an investment in the equity securities of the SREIT. On July 18, 2019, we sold 11 of our properties (the “Singapore Portfolio”) to various subsidiaries of the SREIT, a Singapore real estate investment trust that listed on the Singapore Exchange Securities Trading Limited (the “SGX-ST”) (SGX-ST Ticker: OXMU) on July 19, 2019, and on July 19, 2019, we, through an indirect wholly owned subsidiary (“REIT Properties III”), acquired 307,953,999 units in the SREIT at a price of $0.88 per unit representing a 33.3% ownership interest in the SREIT (together, the “Singapore Transaction”). On August 21, 2019, REIT Properties III sold 18,392,100 of its units in the SREIT for $16.2 million pursuant to an over-allotment option granted to the underwriters of the SREIT’s offering, reducing REIT Properties III’s ownership in the SREIT to 31.3% of the outstanding units of the SREIT as of that date. On November 9, 2021, REIT Properties III sold 73,720,000 units in the SREIT for $58.9 million, net of fees and costs, pursuant to a block trade, reducing REIT Properties III’s ownership in the SREIT to 18.5% of the outstanding units of the SREIT as of that date. On March 28, 2024, the SREIT issued an additional unit for every 10 existing units held by its unitholders as of March 4, 2024, increasing REIT Properties III’s investment in the units of the SREIT to 237,426,088 units. As of December 31, 2024, REIT Properties III held 237,426,088 units of the SREIT, which represented 18.2% of the outstanding units of the SREIT as of that date. As of December 31, 2024, the aggregate value of our investment in the units of the SREIT was $40.6 million, which was based solely on the closing price of the units on the SGX-ST of $0.171 per unit as of December 31, 2024 and did not take into account any potential discount for the holding period risk due to the quantity of units we hold.

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The following charts illustrate the geographic diversification of our real estate properties based on total leased square feet and total annualized base rent as of December 31, 2024:

Leased Square Feet

Annualized Base Rent (1)

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(1) Annualized base rent represents annualized contractual base rental income as of December 31, 2024, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term.

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We have a stable tenant base and we have tried to diversify our tenant base in order to limit exposure to any one tenant or industry. Our top ten tenants leasing space in our real estate portfolio represented approximately 27% of our total annualized base rent as of December 31, 2024. The chart below illustrates the diversity of tenant industries in our real estate portfolio based on total annualized base rent as of December 31, 2024:

Annualized Base Rent (1)

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* “Other” includes any industry less than 3% of total.

Financing Objectives

We financed our real estate acquisitions to date with a combination of the proceeds received from our now-terminated initial public offering and debt. We may use proceeds from borrowings to maintain liquidity and to fund property improvements, repairs and tenant build-outs to properties, for other capital needs; to refinance existing indebtedness; and to provide working capital. We have also funded distributions to stockholders and redemptions of common stock with borrowings. Our investment strategy is to utilize primarily secured debt to finance our investment portfolio, though from time to time we also use unsecured debt.

As of December 31, 2024, we had debt obligations in the aggregate principal amount of $1.5 billion, with a weighted-average remaining term of one year. As of December 31, 2024, we had $525.9 million of notes payable maturing during the 12 months ending December 31, 2025 and approximately $31.8 million of required paydowns. Considering the current commercial real estate lending environment and the ongoing required loan paydowns and loan maturity schedule, this raises substantial doubt as to our ability to continue as a going concern for at least a year from the date of issuance of these financial statements. See above, “– Going Concern Considerations” for additional information about our outstanding debt obligations. As of December 31, 2024, our debt obligations consisted of $118.4 million of fixed rate notes payable and $1.3 billion of variable rate notes payable. As of December 31, 2024, the interest rates on $1.1 billion of our variable rate notes payable were effectively fixed through interest rate swap agreements. The interest rate and weighted-average effective interest rate of our fixed rate debt and variable rate debt as of December 31, 2024 were 7.5% and 5.7%, respectively. The weighted-average effective interest rate represents the actual interest rate in effect as of December 31, 2024 (consisting of the contractual interest rate and the effect of interest rate swaps and the interest rate cap, if applicable), using interest rate indices as of December 31, 2024, where applicable.

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The following table shows the current maturities, including principal amortization payments, of our debt obligations as of December 31, 2024 and February 6, 2025 (in thousands), respectively:

	December 31, 2024		February 6, 2025
2025 (1)	$	557,717	$	142,450
2026	865,846		985,786
2027	27,500		327,500
2028	—		—
2029	—		—
Thereafter	—		—
	$	1,451,063	$	1,455,736

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(1) Subsequent to December 31, 2024, the borrowers under the Amended and Restated Portfolio Loan Facility entered into a loan modification agreement with the lenders to, among other modifications, extend the maturity date of the loan from January 23, 2025 to January 22, 2027. See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Subsequent Events – Eighth Modification of the Amended and Restated Portfolio Loan Facility.”

We expect that our debt financing and other liabilities will be between 45% and 65% of the cost of our tangible assets (before deducting depreciation and other non-cash reserves). There is no limitation on the amount we may borrow for the purchase of any single asset. We limit our total liabilities to 75% of the cost of our tangible assets (before deducting depreciation and other non-cash reserves) meaning that our borrowings and other liabilities may exceed our maximum target leverage of 65% of the cost of our tangible assets without violating these borrowing restrictions. We may exceed the 75% limit only if a majority of the conflicts committee approves each borrowing in excess of this limitation and we disclose such borrowings to our stockholders in our next quarterly report with an explanation from the conflicts committee of the justification for the excess borrowing. To the extent financing in excess of this limit is available on attractive terms, the conflicts committee may approve debt in excess of this limit. From time to time, our total liabilities could also be below 45% of the cost of our tangible assets due to the lack of availability of debt financing. As of December 31, 2024, our borrowings and other liabilities were approximately 56% of the cost (before deducting depreciation and other noncash reserves) and 58% of the book value (before deducting depreciation) of our tangible assets, respectively. This leverage limitation is based on cost and not fair value and our leverage may exceed 75% of the fair value of our tangible assets.

Economic Dependency

We are dependent on our advisor for certain services that are essential to us, including the disposition of investments; management of the daily operations and leasing of our portfolio; and other general and administrative responsibilities. In the event that our advisor is unable to provide these services, we will be required to obtain such services from other sources.

Competitive Market Factors

The U.S. commercial real estate investment and leasing markets remain competitive. We face competition from various entities for disposition opportunities, for prospective tenants and to retain our current tenants, including other REITs, pension funds, insurance companies, investment funds and companies, partnerships and developers. Many of these entities have substantially greater financial resources than we do and may be able to accept more risk than we can prudently manage, including risks with respect to the creditworthiness of a tenant. Further, as a result of their greater resources, those entities may have more flexibility than we do in their ability to offer rental concessions to attract and retain tenants. This could put pressure on our ability to maintain or raise rents and could adversely affect our ability to attract or retain tenants. As a result, our financial condition, results of operations, cash flow and ability to satisfy our debt service obligations may be adversely affected.

We also face competition from many of the types of entities referenced above regarding the disposition of properties. These entities may possess properties in similar locations and/or of the same property types as ours and may be attempting to dispose of these properties at the same time we are attempting to dispose of some of our properties, providing potential purchasers with a larger number of properties from which to choose and potentially decreasing the sales price for such properties. Additionally, these entities may be willing to accept a lower return on their individual investments, which could further reduce the sales price of such properties.

This competition could decrease the sales proceeds we receive for properties that we sell, assuming we are able to sell such properties, which could adversely affect our cash flows and financial conditions.

There is enormous competition in our market sector and there can be no assurance that we will compete effectively or that we will not encounter increased competition in the future that could limit our ability to conduct our business effectively.

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Compliance with Federal, State and Local Environmental Law

Under various federal, state and local environmental laws, ordinances and regulations, a current or previous real property owner or operator may be liable for the cost of removing or remediating hazardous or toxic substances on, under or in such property. These costs could be substantial. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose liens on property or restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent us from entering into leases with prospective tenants that may be impacted by such laws. Environmental laws provide for sanctions for noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for the release of and exposure to hazardous substances, including asbestos-containing materials and lead-based paint. Third parties may seek recovery from real property owners or operators for personal injury or property damage associated with exposure to released hazardous substances and governments may seek recovery for natural resource damage. The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury, property damage or natural resource damage claims could reduce our net income and adversely impact our results of operations. All of our real estate properties are subject to Phase I environmental assessments prior to the time they are acquired.

Industry Segments

We invested in core real estate properties and real estate-related investments with the goal of acquiring a portfolio of income-producing investments. Our real estate properties exhibit similar long-term financial performance and have similar economic characteristics to each other. Accordingly, we aggregated our investments in real estate properties into one reportable business segment.

Human Capital

We have no paid employees. The employees of our advisor or its affiliates provide management, disposition, advisory and certain administrative services for us.

Principal Executive Office

Our principal executive offices are located at 800 Newport Center Drive, Suite 700, Newport Beach, California 92660. Our telephone number, general facsimile number and website address are (949) 417-6500, (949) 417-6501 and www.kbsreitiii.com, respectively.

Available Information

Access to copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other filings with the SEC, including amendments to such filings, may be obtained free of charge from the following website, www.kbsreitiii.com, or through the SEC’s website, www.sec.gov. These filings are available promptly after we file them with, or furnish them to, the SEC.

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ITEM 1A. RISK FACTORS

The following are some of the risks and uncertainties that could cause our actual results to differ materially from those presented in our forward-looking statements. The risks and uncertainties described below are not the only ones we face but do represent those risks and uncertainties that we believe are material to us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business.

Risks Associated with Debt Financing and Going Concern Considerations

The risks in this section should be read together with the risks discussed under “—Risks Related to an Investment in Our Common Stock—Elevated market volatility due to adverse economic and geopolitical conditions has had and may continue to have a material adverse effect on our results of operations and financial condition,” and “—Risks Related to an Investment in Our Common Stock—Elevated interest rates and persistent inflation have had and may continue to have an adverse effect on our financial condition and results of operations.”

We have substantial loan maturities and required principal paydowns on indebtedness over the next 12 months. Further, in order to refinance, restructure or extend maturing debt obligations, we have been required to reduce the loan commitments and/or make paydowns on certain loans, and we have agreed to satisfy certain conditions that are not in our sole control, including making principal paydowns during the terms of the loans, selling assets and taking identified actions relating to our portfolio. As a result of certain upcoming loan maturities and required principal paydowns, the challenging commercial real estate lending environment and the lack of transaction volume in the U.S. office market as well as general market instability, this raises substantial doubt as to our ability to continue as a going concern for at least a year from the date of the issuance of our financial statements.

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We have interest rate swaps outstanding with several bank counterparties. An event of default under our debt facilities that triggers an acceleration of our debt could result in an event of default under our swap agreements with bank counterparties. If such an event of default is continuing, the swap counterparty would have the right to designate an early termination date in respect of all outstanding interest rate swaps and determine a net amount payable by one of the parties using standard ISDA close-out methodology. Prior to any such early termination, subject to applicable insolvency law, the swap counterparty would have the right to suspend payments to us under all outstanding interest rate swaps for as long as such event of default is continuing. Currently, the majority of our swaps are an asset to us; however, there is no certainty that will remain the case as this will depend on future changes in interest rates.

Lenders have required us to enter into restrictive covenants relating to our operations and may do so in the future, which could decrease our operating flexibility and cause our results of operations and financial condition to suffer.

Lenders have imposed, and may in the future impose, restrictions on us that affect our distribution and operating policies and our ability to incur additional senior debt. Due to certain restrictions and covenants included in our loan agreements as a result of refinancing certain of our debt facilities, we do not expect to pay any dividends or distributions or redeem any shares of common stock until certain loans are repaid or refinanced. One of the loans with these restrictions has a current maturity of January 2027 but may be extended subject to the terms and conditions of the loan agreement. Additionally, we have terminated our share redemption program and we are unable to predict when or if we will be in a position to pay distributions to or provide liquidity to our stockholders.

In addition, as of March 14, 2025, five of our debt facilities (representing $1.3 billion of our outstanding debt that are secured by 12 of our properties) are subject to cash sweep arrangements, whereby each month the excess cash flow from the properties securing the loan is deposited into a cash management account held for the benefit of our lenders. Generally excess cash flow means an amount equal to (a) gross revenues from the properties securing the facility less (b) an amount equal to principal and interest paid with respect to the associated debt facility, operating expenses of the properties securing the facility and in certain cases a limited amount of REIT-level expenses. In certain cases, we may request disbursements from the cash management accounts to fund capital or operating shortfalls at the underlying assets. However, such cash management accounts place limits on our access to cash flows from these properties and restrict our operating flexibility.

Loan agreements we have entered into also contain financial and other affirmative and negative covenants, including provisions that limit our ability to further mortgage a property, that require that we comply with various coverage ratios, that prohibit us from discontinuing insurance coverage or that prohibit us from replacing our advisor.

These or other limitations decrease our operating flexibility and could cause our results of operations and financial condition to suffer.

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We obtain lines of credit, mortgage indebtedness and other borrowings and have given guarantees, which increases our risk of loss due to potential foreclosure.

We obtain lines of credit and long-term financing secured by our properties and other assets and other borrowings. We have acquired our real estate properties by financing a portion of the price of the properties and mortgaging or pledging some or all of the properties purchased as security for that debt. We may also incur mortgage debt on properties that we already own in order to fund property improvements, repairs and tenant build-outs to properties, for other capital needs, to refinance existing indebtedness and to provide working capital. We have also funded distributions to stockholders and redemptions of common stock with borrowings. In addition, we may borrow as necessary or advisable to ensure that we maintain our qualification as a REIT for U.S. federal income tax purposes, including borrowings to satisfy the REIT requirement that we distribute at least 90% of our annual REIT taxable income to our stockholders (computed without regard to the dividends-paid deduction and excluding net capital gain). However, we can give our stockholders no assurance that we will be able to obtain such borrowings on satisfactory terms or at all.

If we mortgage a property and there is a shortfall between the cash flow generated by that property and the cash flow needed to service mortgage debt on that property, then we will need to fund such payments from other sources. In addition, incurring mortgage debt increases the risk of loss of a property since defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. In that case, we could lose the property securing the loan that is in default, reducing the value of our stockholders’ investment in us. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure even though we would not necessarily receive any cash proceeds. We have given and may give partial guarantees to lenders of mortgage or other debt on behalf of the entities that own our properties. When we give a guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lender for satisfaction of all or a part of the debt or other amounts related to the debt if it is not paid by such entity.

In addition, the loan documents for indebtedness may include various coverage ratios, the continued compliance with which may not be completely within our control. If such coverage ratios are not met, the lenders under such indebtedness may declare any unfunded commitments to be terminated and declare any amounts outstanding to be due and payable. Moreover, our loan agreements contain cross default provisions, including that the failure of one or more of our subsidiaries to pay debt as it matures under one debt facility may trigger the acceleration of our indebtedness under other debt facilities.

Many of these same issues also apply to credit facilities which are expected to be in place at various times as well. Credit facilities may be secured by our properties or unsecured. If we have insufficient income to service our recourse debt obligations, our lenders could institute proceedings against us to foreclose upon our assets. If a lender successfully forecloses upon any of our assets, our stockholders could lose all or part of their investment in us.

We may not be able to access financing sources on attractive terms, which could adversely affect our ability to execute our business plan.

We may finance our assets over the long-term through a variety of means, including credit facilities and other structured financings. Our ability to execute this strategy will depend on various conditions in the markets for financing in this manner that are beyond our control, including lack of liquidity and greater credit spreads. We cannot be certain that these markets will remain an efficient source of long-term financing for our assets. If our strategy is not viable, we will have to find alternative forms of long-term financing for our assets. This could subject us to more recourse indebtedness and the risk that debt service on less efficient forms of financing would require a larger portion of our cash flow, thereby reducing funds available for operations and causing our financial condition to suffer.

Elevated interest rates and higher interest rate spreads and future increases in interest rates and interest rate spreads could increase the amount of our interest and/or hedge payments and/or mitigate the effectiveness of our interest rate hedges.

As of December 31, 2024, our debt obligations consisted of $118.4 million of fixed rate notes payable and $1.3 billion of variable rate notes payable. As of December 31, 2024, the interest rates on $1.1 billion of our variable rate notes payable were effectively fixed through interest rate swap agreements. Given the challenges affecting the U.S. commercial real estate industry and the challenging interest rate environment, in order to refinance or extend loans, our lenders have required higher interest rate spreads in connection with the loans refinanced or extended in the last 12 months compared to the terms in the loans being refinanced or extended. We utilize interest rate swaps to manage interest rate risk, and in particular fluctuations in the variable rate, namely SOFR, but these interest rate swaps will not mitigate any risk related to higher interest rate spreads. Additionally, we have entered into various interest rate swap agreements that are currently below market and as those swaps expire, our interest expense will increase and further impact our liquidity position and ongoing cash flows. As a result, we expect interest expense to increase in the future as a result of recent extensions and as we continue to refinance our maturing debt.

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Interest we pay reduces our net cash flow. Since we have incurred and expect to continue to incur variable rate debt, increases in interest rates raise our interest costs to the extent such debt is not effectively hedged, which reduces our cash flows and may cause our operations to suffer. In addition, if we need to repay existing debt during periods of elevated interest rates, we could be required to sell one or more of our properties at times or on terms which may not permit realization of the maximum return on such investments. Increases in interest rates and high interest rates may cause our operations and financial condition to suffer.

High mortgage rates or changes in underwriting standards may make it difficult for us to finance or refinance properties, which could cause our operations and financial condition to suffer.

When we place mortgage debt on a property, we run the risk of being unable to refinance part or all of the debt when it becomes due or of being unable to refinance on as favorable terms as existing debt, as has been the case with loans refinanced or extended over the last 12 months. If interest rates are higher when we refinance properties subject to mortgage debt or interest rate spreads are higher, our income could be reduced. We may be unable to finance or refinance or may only be able to partly finance or refinance properties if underwriting standards, including loan to value ratios and yield requirements, among other requirements, are stricter. If any of these events occurs, our cash flow could be reduced and/or we might have to pay down existing mortgages. This, in turn, would reduce our cash flows, could cause us to require additional capital and may hinder our ability to raise capital by issuing more stock or by borrowing more money.

We have broad authority to incur debt and high debt levels could cause our operations to suffer and decrease the value of our stockholders’ investment in us.

We expect our debt financing and other liabilities to be between 45% and 65% of the cost of our tangible assets (before deducting depreciation or other non-cash reserves). There is no limitation on the amount we may borrow for the purchase of any single asset. Our charter limits our aggregate borrowings to 300% of our net assets, which approximates aggregate liabilities of 75% of the cost of our tangible assets (before deducting depreciation or other non-cash reserves), meaning that our borrowings and other liabilities may exceed our maximum target leverage of 65% of the cost of our tangible assets without violating the borrowing restrictions in our charter. We may exceed our charter limit only if a majority of the conflicts committee approves each borrowing in excess of our charter limitation and we disclose such borrowings to our stockholders in our next quarterly report with an explanation from the conflicts committee of the justification for the excess borrowing. As of December 31, 2024, our borrowings and other liabilities were approximately 56% of the cost (before deducting depreciation and other noncash reserves) and 58% of the book value (before deducting depreciation) of our tangible assets, respectively. High debt levels would cause us to incur higher interest charges and higher debt service payments and may also be accompanied by restrictive covenants. This leverage limitation is based on cost and not fair value and our leverage may exceed 75% of the fair value of our tangible assets. These factors could cause our operations to suffer and could result in a decline in the value of our stockholders’ investment in us.

In certain cases, financings for our properties may be recourse to us or certain of our subsidiaries.

Generally, commercial real estate financings are structured as non-recourse to the borrower, which limits a lender’s recourse to the property and other assets pledged as collateral for the loan, and not the other assets of the borrower or to any parent of the borrower, in the event of a loan default. However, certain of our facilities require, and future facilities may require, that we or one of our subsidiaries provide a guaranty on behalf of the borrower entity that owns one of our properties, and in such cases we or our subsidiary will be responsible to the lender for satisfaction of all or a part of the debt or other amounts related to the debt if it is not paid by the borrower entity. In addition, lenders customarily will require that a creditworthy parent entity enter into so-called “recourse carveout” guarantees to protect the lender against certain bad-faith or other intentional acts of the borrower in violation of the loan documents. A “bad boy” guarantee typically provides that the lender can recover losses from the guarantors for certain bad acts, such as fraud or intentional misrepresentation, intentional waste, willful misconduct, criminal acts, misappropriation of funds, voluntary incurrence of prohibited debt and environmental losses sustained by lender. In addition, “bad boy” guarantees typically provide that the loan will be a full personal recourse obligation of the guarantor, for certain actions, such as prohibited transfers of the collateral or changes of control and voluntary bankruptcy of the borrower. It is expected that the financing arrangements with respect to our investments generally will require “bad boy” guarantees from certain of our subsidiaries that are the parent to the borrower entity. In the event that such a guarantee is called, our assets could be adversely affected.

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Hedging against interest rate exposure may adversely affect our earnings, limit our gains or result in losses, which could adversely affect our financial condition.

We have entered into and in the future may enter into interest rate swap agreements or pursue other interest rate hedging strategies. Our hedging activity will vary in scope based on the level of interest rates, the type of investments we hold, and other changing market conditions. Interest rate hedging may fail to protect or could adversely affect us because, among other things:

•interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates;

•available interest rate hedging products may not correspond directly with the interest rate risk for which protection is sought;

•the duration of the hedge may not match the duration of the related liability or asset;

•the amount of income that a REIT may earn from hedging transactions to offset losses due to fluctuations in interest rates is limited by federal tax provisions governing REITs;

•the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction;

•the party owing money in the hedging transaction may default on its obligation to pay; and

•we may purchase a hedge that turns out not to be necessary, i.e., a hedge that is out of the money.

Any hedging activity we engage in may adversely affect our earnings. Therefore, while we may enter into such transactions to seek to reduce interest rate risks, unanticipated changes in interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the investments being hedged or liabilities being hedged may vary materially. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation between such hedging instruments and the interest rate risk sought to be hedged. Any such imperfect correlation may prevent us from achieving the intended accounting treatment and may expose us to risk of loss.

We assume the credit risk of our counterparties with respect to derivative transactions.

We enter into derivative contracts for risk management purposes to hedge our exposure to cash flow variability caused by changing interest rates on our variable rate notes payable. These derivative contracts generally are entered into with bank counterparties and are not traded on an organized exchange or guaranteed by a central clearing organization. We would therefore assume the credit risk that our counterparties will fail to make periodic payments when due under these contracts or become insolvent. If a counterparty fails to make a required payment, becomes the subject of a bankruptcy case, or otherwise defaults under the applicable contract, we would have the right to terminate all outstanding derivative transactions with that counterparty and settle them based on their net market value or replacement cost. In such an event, we may be required to make a termination payment to the counterparty, or we may have the right to collect a termination payment from such counterparty. We assume the credit risk that the counterparty will not be able to make any termination payment owing to us. We may not receive any collateral from a counterparty, or we may receive collateral that is insufficient to satisfy the counterparty’s obligation to make a termination payment. If a counterparty is the subject of a bankruptcy case, we will be an unsecured creditor in such case unless the counterparty has pledged sufficient collateral to us to satisfy the counterparty’s obligations to us.

We assume the risk that our derivative counterparty may terminate transactions early.

If we fail to make a required payment or otherwise default under the terms of a derivative contract, the counterparty would have the right to terminate all outstanding derivative transactions between us and that counterparty and settle them based on their net market value or replacement cost. In certain circumstances, the counterparty may have the right to terminate derivative transactions early even if we are not defaulting. If our derivative transactions are terminated early, it may not be possible for us to replace those transactions with another counterparty, on as favorable terms or at all.

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We may be required to collateralize our derivative transactions.

We may be required to secure our obligations to our counterparties under our derivative contracts by pledging collateral to our counterparties. That collateral may be in the form of cash, securities or other assets. If we default under a derivative contract with a counterparty, or if a counterparty otherwise terminates one or more derivative contracts early, that counterparty may apply such collateral toward our obligation to make a termination payment to the counterparty. If we have pledged securities or other assets, the counterparty may liquidate those assets in order to satisfy our obligations. If we are required to post cash or securities as collateral, such cash or securities will not be available for use in our business. Cash or securities pledged to counterparties may be repledged by counterparties and may not be held in segregated accounts. Therefore, in the event of a counterparty insolvency, we may not be entitled to recover some or all collateral pledged to that counterparty, which could result in losses and have an adverse effect on our operations.

Our investments in derivatives are carried at estimated fair value as determined by us and, as a result, there may be uncertainty as to the value of these instruments.

Our investments in derivatives are recorded at fair value but have limited liquidity and are not publicly traded. The fair value of our derivatives may not be readily determinable. We will estimate the fair value of any such investments on a quarterly basis. Because such valuations are inherently uncertain, may fluctuate over short periods of time and may be based on numerous estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these investments existed. The value of our common stock could be adversely affected if our determinations regarding the fair value of these investments are materially higher than the values that we ultimately realize upon their disposal or maturity.

Risks Related to an Investment in Our Common Stock

The risks in this section should be read together with the risks discussed above under “—Risks Associated with Debt Financing and Going Concern Considerations.”

There is no public trading market for the shares of our common stock and we do not anticipate that there will be a public trading market for our shares; therefore, it will be difficult for our stockholders to sell their shares and, if they are able to sell their shares, they will likely sell them at a substantial discount to the public offering price and the estimated value per share. Stockholders may have to hold their shares an indefinite period of time.

Our charter does not require our directors to seek stockholder approval to liquidate our assets and dissolve by a specified date, nor does our charter require our directors to list our shares for trading on a national securities exchange by a specified date. There is no public market for our shares and we have no plans at this time to list our shares on a national securities exchange. Until our shares are listed, if ever, our stockholders may not sell their shares unless the buyer meets the applicable suitability and minimum purchase standards. Any sale must comply with applicable state and federal securities laws. Our charter prohibits the ownership of more than 9.8% of our stock by any person, unless exempted by our board of directors, which may inhibit large investors from desiring to purchase our stockholders’ shares.

Stockholders may have to hold their shares an indefinite period of time. We can provide no assurance that we will be able to provide additional liquidity to stockholders. Due to certain restrictions and covenants included in our loan agreements as a result of refinancing certain of our debt facilities, we do not expect to redeem any shares of common stock until certain loans are repaid or refinanced. One of the loans with these restrictions has a current maturity of January 2027 but may be extended subject to the terms and conditions of the loan agreement. Since 2019, due to the limitations under our share redemption program, our pursuit of strategic alternatives and/or disruptions in the financial markets, we have either exhausted the funds available for Ordinary Redemptions (defined below) under our share redemption program or implemented suspensions of Ordinary Redemptions for all or a portion of the calendar year. Ordinary Redemptions are all redemptions other than those that qualify for the special provisions for redemptions sought in connection with a stockholder’s death, “Qualifying Disability” or “Determination of Incompetence” (each as defined in the share redemption program and, together, “Special Redemptions”). We terminated our share redemption program on March 15, 2024.

Therefore, it will be difficult for our stockholders to sell their shares promptly or at all. If our stockholders are able to sell their shares, they will likely have to sell them at a substantial discount to their public offering price or the estimated value per share. It is also likely that our stockholders’ shares will not be accepted as the primary collateral for a loan. Investors should be prepared to hold our shares for an indefinite period of time because of the illiquid nature of our shares.

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We face significant competition for tenants and in the disposition of real estate, which may limit our ability to achieve our business objectives and may cause our financial condition and results of operations to suffer.

We depend upon the performance of our property managers in the selection of tenants and negotiation of leasing arrangements. The U.S. commercial real estate industry has created increased pressure on real estate investors and their property managers to find new tenants and keep existing tenants. In order to do so, we have offered and may have to offer inducements, such as free rent and tenant improvements, to compete for attractive tenants. Further, as a result of their greater resources, the entities referenced above may have more flexibility than we do in their ability to offer rental concessions to attract and retain tenants, which could put additional pressure on our ability to maintain or raise rents and could adversely affect our ability to attract or retain tenants. Our investors must rely entirely on the management abilities of our advisor, the property managers our advisor selects and the oversight of our board of directors. In the event we are unable to find new tenants and keep existing tenants, or if we are forced to offer significant inducements to such tenants, we may not be able to meet our business objectives and our financial condition, results of operations, cash flow and ability to satisfy our debt service obligations may be adversely affected.

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Elevated market volatility due to adverse economic and geopolitical conditions has had and may continue to have a material adverse effect on our results of operations and financial condition.

Our business has been and may continue to be adversely affected by market and economic volatility experienced by the U.S. and global economies, the U.S. office market as a whole and/or the local economies in the markets in which our properties are located. Such adverse economic and geopolitical conditions may be due to, among other issues, persistent inflation and elevated interest rates; volatility in the public equity and debt markets; uncertainties regarding actual and potential shifts in U.S. and foreign policies on trade and other fiscal, monetary and regulatory policies, including with respect to treaties, tariffs and sanctions; ongoing hostilities between Russia and Ukraine and between Israel and Hamas and the international community’s response thereto; other geopolitical events affecting the markets generally, including pandemics (such as the COVID-19 pandemic); the actual or perceived instability in the U.S. banking system; and labor market challenges. These current conditions, or similar conditions existing in the future, have and may continue to adversely affect our results of operations and financial condition, as a result of one or more of the following, among other potential consequences:

•revenues from our properties could further decrease due to fewer tenants and/or lower rental rates, making it more difficult for us to meet our debt service obligations on debt financing;

•the financial condition of our tenants may be adversely affected, which may result in tenant defaults under leases due to bankruptcy, lack of liquidity, lack of funding, operational failures or for other reasons;

•potential changes in customer behavior, such as continued work-from-home arrangements, could materially and negatively impact the future demand for office space, resulting in slower overall leasing and an adverse impact to our operations and the valuation of our investments;

•significant job losses may occur, which may decrease demand for our office space, causing market rental rates and property values to be negatively impacted;

•our ability to borrow on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to refinance existing debt and increase our future interest expense;

•reduced values of our properties and reduced revenues from our properties may (i) limit our ability to dispose of assets at attractive prices, (ii) limit our ability to obtain debt financing secured by our properties, and (iii) limit our ability to make additional draws under our existing credit facilities;

•the value and liquidity of our short-term investments and cash deposits could be reduced as a result of a deterioration of the financial condition of the institutions that hold our cash deposits or the institutions or assets in which we have made short-term investments, a dislocation of the markets for our short-term investments, increased volatility in market rates for such investments or other factors; and

•to the extent we enter into derivative financial instruments, one or more counterparties to our derivative financial instruments could default on their obligations to us, or could fail, increasing the risk that we may not realize the benefits of these instruments.

The ongoing challenges affecting the U.S. commercial real estate industry, especially as it pertains to commercial office buildings, continues to be one of the most significant risks and uncertainties we face. The combination of elevated interest rates and persistent inflation (or the perception that any of these events may continue), as well as a low level of lending activity in the debt markets, have contributed to continued weakness in the commercial real estate markets. The usage and leasing activity of our assets in several markets remains lower than pre-pandemic levels. Upcoming and recent tenant lease expirations and leasing challenges in certain markets amidst the aforementioned headwinds coupled with slower than expected return-to-office, most notably in the greater San Francisco Bay Area where we own several assets, have had direct and material impacts to property appraisal values used by our lenders and have impacted our ability to access certain credit facilities and on our ongoing cash flow.

As of March 14, 2025, we have $467.0 million of loan maturities and required principal paydowns during the next 12 months. Considering the current commercial real estate lending environment and the ongoing required loan paydowns and loan maturity schedule, this raises substantial doubt as to our ability to continue as a going concern for at least a year from the date of the issuance of our financial statements. See the discussion under “—Risks Associated with Debt Financing and Going Concern Considerations.” Due to certain restrictions and covenants included in our loan agreements as a result of refinancing certain of our debt facilities, we do not expect to pay any dividends or distributions or redeem any shares of common stock until certain loans are repaid or refinanced. One of the loans with these restrictions has a current maturity of January 2027 but may be extended subject to the terms and conditions of the loan agreement. Additionally, we have terminated our share redemption program and we are unable to predict when or if we will be in a position to pay distributions to or provide liquidity to our stockholders.

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Further, we have made a significant investment in the common units of the SREIT. Due to the disruptions in the financial markets discussed above, since early March 2020, the trading price of the common units of the SREIT has experienced substantial volatility. The trading price of the common units of the SREIT has been significantly impacted by the market sentiment for stock with significant investment in U.S. commercial office buildings. As of March 14, 2025, the aggregate value of our investment in the units of the SREIT was $32.3 million, which was based solely on the closing price of the units on the SGX-ST of $0.136 per unit as of March 14, 2025, and did not take into account any potential discount for the holding period risk due to the quantity of units we hold. This is a decrease of $0.744 per unit from our initial acquisition of the SREIT units at $0.880 per unit on July 19, 2019.

Continued disruptions in the financial markets and economic uncertainty impacting the U.S. commercial real estate industry could further impact our ability to implement our business strategy and continue as a going concern. Overall, there remains significant uncertainty regarding the timing and duration of the economic recovery, which precludes any prediction as to the ultimate adverse impact the current disruptions in the markets may have on our business. Potential long-term changes in customer behavior, such as continued work-from-home arrangements, could materially and negatively impact the future demand for office space, further adversely impacting our operations.

Elevated interest rates and persistent inflation have had and may continue to have an adverse effect on our financial condition and results of operations.

The combination of elevated interest rates and persistent inflation (or the perception that any of these events may continue) have contributed to continued weakness in the commercial real estate markets especially as it pertains to commercial office properties. Elevated interest rates and persistent inflation have had and could continue to have an adverse impact on our variable rate debt; our ability to refinance and extend debt at favorable terms relative to the debt that was or is to be refinanced; our ability to sell assets at the price, on the terms or within the time frame that we desire; and on our general and administrative expenses. In addition, due to elevated interest rates and higher interest rate spreads that lenders have required in loans we have refinanced or extended in the last 12 months, we may experience further restrictions in our liquidity due to higher debt service costs and reduced yields relative to cost of debt. Further, increases in the costs of owning and operating our properties due to inflation could reduce our net operating income and the value of an investment in us to the extent such increases are not reimbursed or paid by our tenants. If we are materially impacted by persistent inflation because, for example, inflationary increases in costs are not sufficiently offset by the contractual rent increases and operating expense reimbursement provisions or escalations in the leases with our tenants, we may implement additional measures to conserve cash or preserve liquidity.

In addition, tenants and potential tenants of our properties may be adversely impacted by persistent inflation and elevated interest rates, which could negatively impact our tenants’ ability to pay rent and the demand for our properties. Such adverse impacts on our tenants may cause increased vacancies, which may add pressure to lower rents, increase our expenditures for re-leasing and adversely affect property sales.

Adverse developments affecting the financial services industry may adversely affect our business, financial condition and results of operations.

Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. If a depository institution in which we deposit funds is adversely impacted from conditions in the financial or credit markets or otherwise, it could impact access to our cash or cash equivalents and could adversely impact our financial condition. Our cash and cash equivalents balance exceeds federally insurable limits as of December 31, 2024. In addition, if any parties with whom we conduct business are unable to access funds pursuant to such instruments or lending arrangements with such a financial institution, such parties’ ability to pay their obligations to us or to enter into new commercial arrangements requiring additional payments to us could be adversely affected. Although we assess our banking relationships as we believe necessary or appropriate, our access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our current and projected future business operations could be significantly impaired by factors that affect us, the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry.

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Because of the concentration of a significant portion of our assets in three geographic areas and in core office properties, any adverse economic, real estate or business conditions in these geographic areas or in the U.S. office market could affect our operating results.

As of March 1, 2025, a significant portion of our real estate properties was located in Illinois, California and Texas. As such, the geographic concentration of our portfolio makes us particularly susceptible to adverse economic developments in the Illinois, California and Texas real estate markets. In addition, the majority of our real estate properties consists of core office properties. Any adverse economic or real estate developments in these geographic markets, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors, or any decrease in demand for office space could adversely affect our operating results.

The ongoing challenges affecting the U.S. commercial real estate industry, especially as it pertains to commercial office buildings, continues to be one of the most significant risks and uncertainties we face. The usage and leasing activity of our assets in several markets remains lower than pre-pandemic levels in those markets. Upcoming and recent tenant lease expirations and leasing challenges in certain markets amidst the aforementioned headwinds coupled with slower than expected return-to-office, most notably in the greater San Francisco Bay Area where we own several assets, have had direct and material impacts to property appraisal values used by our lenders and have impacted our ability to access certain credit facilities and on our ongoing cash flow.

A significant percentage of our assets is invested in Accenture Tower and the value of our stockholders’ investment in us will fluctuate with the performance of this investment.

As of December 31, 2024, Accenture Tower represented approximately 21% of our total assets and represented approximately 22% of our total annualized base rent. Further, as a result of this investment, the geographic concentration of our portfolio makes us particularly susceptible to adverse economic developments in the Chicago real estate market. Any adverse economic or real estate developments in this market, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors, or any decrease in demand for office space resulting from the local business climate, could adversely affect our operating results.

Because we depend upon our advisor and its affiliates to manage and dispose of our real estate investments and to conduct our operations, any adverse changes in the financial health of our advisor or its affiliates or our relationship with them could cause our operations to suffer.

We depend on our advisor to manage and dispose of our real estate investments and to conduct our operations. Our advisor depends upon the fees and other compensation that it receives from us and any future KBS-sponsored programs that it advises to conduct its operations. Any adverse changes to our relationship with, or the financial condition of, our advisor and its affiliates could hinder their ability to successfully manage our operations and our portfolio of investments.

We are unable to predict when or if we will be in a position to pay distributions to our stockholders.

Due to certain restrictions and covenants included in our loan agreements as a result of refinancing certain of our debt facilities, we do not expect to pay any dividends or distributions until certain loans are repaid or refinanced. One of the loans with these restrictions has a current maturity of January 2027 but may be extended subject to the terms and conditions of the loan agreement. We have not declared any distributions since June 2023. We are unable to predict when or if we will be in a position to pay distributions to our stockholders.

If and when we pay distributions, we will likely fund distributions from the sale of assets.

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The loss of or the inability to retain or obtain key real estate and debt finance professionals at our advisor could delay or hinder implementation of our management and disposition strategies, which could cause our financial condition and results of operations to suffer.

Our success depends to a significant degree upon the contributions of Messrs. DeLuca, Schreiber and Waldvogel and the team of real estate and debt finance professions at our advisor. Neither we nor our advisor or its affiliates have employment agreements with these individuals and they may not remain associated with us, our advisor or its affiliates. If any of these persons were to cease their association with us, our advisor or its affiliates, we may be unable to find suitable replacements and our operating results could suffer as a result. We do not maintain key person life insurance on any person. We believe that our future success depends, in large part, upon our advisor’s and its affiliates’ ability to attract and retain highly skilled managerial, operational and marketing professionals. Competition for such professionals is intense, and our advisor and its affiliates may be unsuccessful in attracting and retaining such skilled professionals. Further, we have established strategic relationships with firms that have special expertise in certain services or detailed knowledge regarding real properties in certain geographic regions. Maintaining such relationships will be important for us to effectively compete in such regions. We may be unsuccessful in maintaining such relationships. If we lose or are unable to obtain the services of highly skilled professionals or do not establish or maintain appropriate strategic relationships, our ability to implement our management and disposition strategies could be delayed or hindered, which could cause our financial condition and results of operations to suffer.

Our rights and the rights of our stockholders to recover claims against our independent directors are limited, which could reduce our stockholders’ and our recovery against our independent directors if they negligently cause us to incur losses.

Maryland law provides that a director has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Our charter provides that none of our independent directors shall be liable to us or our stockholders for monetary damages and that we will generally indemnify them for losses unless they are grossly negligent or engage in willful misconduct. As a result, our stockholders and we may have more limited rights against our independent directors than might otherwise exist under common law, which could reduce our stockholders’ and our recovery from these persons if they act in a negligent manner. In addition, we may be obligated to fund the defense costs incurred by our independent directors (as well as by our other directors, officers, employees (if we ever have employees) and agents) in some cases, which would decrease the cash otherwise available to us.

We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.

We face risks associated with security breaches, whether through cyber-attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breach or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.

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A security breach or other significant disruption involving our IT networks and related systems could:

•disrupt the proper functioning of our networks and systems and therefore our operations;

•result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines;

•result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT;

•result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or which could expose us to damage claims by third-parties for disruptive, destructive or otherwise harmful purposes and outcomes;

•require significant management attention and resources to remedy any damages that result;

•subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or

•damage our reputation among our stockholders.

Any or all of the foregoing could have a material adverse effect on our results of operations, financial condition and cash flows.

Risks Related to Conflicts of Interest

Our advisor and its affiliates, including all of our executive officers, our affiliated directors and other key real estate and debt finance professionals, face conflicts of interest caused by their compensation arrangements with us and with other KBS-sponsored programs, which could result in actions that are not in the long-term best interests of our stakeholders.

All of our executive officers, our affiliated directors and other key real estate and debt finance professionals are also officers, directors, managers, key professionals and/or holders of a direct or indirect controlling interest in our advisor, our dealer manager and/or other KBS-affiliated entities. Our advisor and its affiliates receive substantial fees from us. These fees could influence our advisor’s advice to us as well as the judgment of its affiliates. Among other matters, these compensation arrangements could affect their judgment with respect to:

•the continuation, renewal or enforcement of our agreements with our advisor and its affiliates, including the advisory agreement;

•equity offerings and borrowings by us, which may entitle our advisor to additional advisory fees;

•sales of real estate investments, which under our advisory fee structure entitle our advisor to disposition fees and possible subordinated incentive fees;

•whether we engage affiliates of our advisor for other services, which affiliates may receive fees in connection with the services regardless of the quality of the services provided to us;

•whether we pursue a liquidity event such as a listing of our shares of common stock on a national securities exchange, a sale of the company or a liquidation of our assets, which (i) may make it more likely for us to become self-managed or internalize our management, and/or (ii) would affect the advisory fees received by our advisor; and

•whether and when we seek to sell the company or its assets, which could entitle our advisor to a subordinated incentive fee and terminate the asset management fee.

Our advisor and its affiliates face conflicts of interest relating to the leasing of properties and the disposition of properties due to their relationship with other KBS-sponsored programs and/or KBS-advised investors, which could result in decisions that are not in our best interest or the best interests of our stakeholders.

We rely on our sponsor, KBS Holdings LLC, and other key real estate and debt finance professionals at our advisor, including Messrs. DeLuca, Schreiber and Waldvogel to supervise property management and leasing of properties and to sell our properties. Messrs. DeLuca, Schreiber and Waldvogel and several of the other key real estate professionals at KBS Capital Advisors are also the key real estate professionals at KBS Realty Advisors LLC (“KBS Realty Advisors”) and its affiliates, the advisors to the private KBS-sponsored programs and the investment advisors to KBS-advised investors. In addition, KBS Realty Advisors serves as the U.S. asset manager for the SREIT, a Singapore real estate investment trust. As such, KBS-sponsored programs and KBS-advised investors rely on many of the same real estate and debt finance professionals, as will future KBS-sponsored programs and KBS-advised investors.

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In connection with the Singapore Transaction (defined herein), our advisor and KBS Realty Advisors proposed that our conflicts committee and board of directors adopt an asset allocation policy (the “Allocation Process”) among us, KBS Real Estate Investment Trust II, Inc. (“KBS REIT II”) (liquidated May 2023) and KBS Growth & Income REIT, Inc. (“KBS Growth & Income REIT”) (liquidated August 2024) (collectively, the “Core Strategy REITs”) and the SREIT. The board of directors and conflicts committee adopted the Allocation Process as proposed. The Allocation Process provides that, in order to mitigate potential conflicts of interest that may arise among the Core REITs and the SREIT, upon the listing of the SREIT (which occurred on July 19, 2019), potential asset acquisitions that meet all of the following criteria would be offered first to the SREIT:

i.Class A office building;

ii.Purchase price of at least $125.0 million;

iii.Average occupancy of at least 90% for the first two years based on contractual in-place leases; and

iv.Stabilized property investment yield that is generally supportive of the distributions per unit of the SREIT.

To the extent the SREIT does not have the funds to acquire the asset or to the extent the external manager of the SREIT decides to forego the acquisition opportunity, such asset may then be offered to the Core Strategy REITs at the discretion of KBS Capital Advisors. For so long as we are externally advised, our charter provides that it shall not be a proper purpose of the company for us to make any significant investment unless our advisor has recommended the investment to us. We do not expect to make new acquisitions of real estate in the future.

We and other KBS-sponsored programs and KBS-advised investors rely on these real estate professionals to supervise the property management and leasing of properties. If the KBS team of real estate professionals directs creditworthy prospective tenants to properties owned by another KBS-sponsored program or KBS-advised investor when it could direct such tenants to our properties, our tenant base may have more inherent risk and our properties’ occupancy may be lower than might otherwise be the case.

In addition, we and other KBS-sponsored programs and KBS-advised investors rely on our sponsor and other key real estate professionals at our advisor to sell our properties. These KBS-sponsored programs and KBS-advised investors may possess properties in similar locations and/or of the same property types as ours and may be attempting to sell these properties at the same time we are attempting to sell some of our properties. If our advisor directs potential purchasers to properties owned by another KBS-sponsored program or KBS-advised investor when it could direct such purchasers to our properties, we may be unable to sell some or all of our properties at the time or at the price we otherwise would, which could adversely impact our financial condition and results of operations.

Further, existing and future KBS-sponsored programs and KBS-advised investors and Mr. Schreiber generally are not and will not be prohibited from engaging, directly or indirectly, in any business or from possessing interests in any other business venture or ventures, including businesses and ventures involved in the acquisition, origination, development, ownership, leasing or sale of real estate-related investments.

Our sponsor, our officers, our advisor and the real estate, debt finance, management and accounting professionals assembled by our advisor face competing demands on their time and this may cause our operations and financial condition to suffer.

We rely on our sponsor, our officers, our advisor and the real estate, debt finance, management and accounting professionals that our advisor retains, including Charles J. Schreiber, Jr., Marc DeLuca, Jeffrey K. Waldvogel and Stacie K. Yamane, to provide services to us for the day-to-day operation of our business. KBS Capital Advisors may serve as the advisor to future KBS-sponsored programs and KBS-advised investors. Messrs. Schreiber, DeLuca and Waldvogel and Ms. Yamane are executive officers of KBS Realty Advisors and its affiliates, the advisors of the private KBS-sponsored programs and the KBS-advised investors and the U.S. asset manager for the SREIT.

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As a result of their interests in other KBS-sponsored programs, their obligations to KBS-advised investors and the fact that they engage in and will continue to engage in other business activities on behalf of themselves and others, Messrs. Schreiber, DeLuca and Waldvogel and Ms. Yamane face conflicts of interest in allocating their time among us, KBS Capital Advisors, KBS Realty Advisors, other KBS-sponsored programs and/or other KBS-advised investors, as well as other business activities in which they are involved. In addition, KBS Capital Advisors and KBS Realty Advisors and their affiliates share many of the same key real estate, management and accounting professionals. During times of intense activity in other programs and ventures, these individuals may devote less time and fewer resources to our business than are necessary or appropriate to manage our business. Furthermore, some or all of these individuals may become employees of another KBS-sponsored program in an internalization transaction or, if we internalize our advisor, may not become our employees as a result of their relationship with other KBS-sponsored programs. If these events occur, our financial condition and results of operations may suffer.

All of our executive officers, our affiliated directors and the key real estate and debt finance professionals assembled by our advisor face conflicts of interest related to their positions and/or interests in our advisor and its affiliates, which could hinder our ability to implement our business strategy and to generate returns to our stockholders.

All of our executive officers, our affiliated directors and the key real estate and debt finance professionals assembled by our advisor are also executive officers, directors, managers, key professionals and/or holders of a direct or indirect controlling interest in our advisor and/or other KBS-affiliated entities. Through KBS-affiliated entities, some of these persons also serve as the investment advisors to KBS-advised investors and, through KBS Realty Advisors, these persons serve as the advisor to other KBS-sponsored programs. In addition, KBS Realty Advisors serves as the U.S. asset manager for the SREIT. As a result, they owe fiduciary duties to each of these entities, their stockholders, members and limited partners and these investors, which fiduciary duties may from time to time conflict with the fiduciary duties that they owe to us and our stakeholders. Their loyalties to these other entities and investors could result in action or inaction that is detrimental to our business, which could harm the implementation of our business strategy and our investment and leasing opportunities. Further, Mr. Schreiber and existing and future KBS-sponsored programs and KBS-advised investors generally are not and will not be prohibited from engaging, directly or indirectly, in any business or from possessing interests in any other business venture or ventures, including businesses and ventures involved in the acquisition, development, ownership, leasing or sale of real estate investments. If we do not successfully implement our business strategy, we may be unable to generate the cash needed to maintain or increase the value of our assets and our financial condition and results of operations may suffer.

Risks Related to Our Corporate Structure

Our charter limits the number of shares a person may own and permits our board of directors to issue stock with terms that may subordinate the rights of our common stockholders or discourage a third party from acquiring us in a manner that could result in a premium price to our stockholders.

Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. To help us comply with the REIT ownership requirements of the Internal Revenue Code, our charter prohibits a person from directly or constructively owning more than 9.8% of our outstanding shares, unless exempted by our board of directors. In addition, our board of directors may classify or reclassify any unissued common stock or preferred stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms or conditions of redemption of any such stock. Thus, our board of directors could authorize the issuance of preferred stock with priority as to distributions and amounts payable upon liquidation over the rights of the holders of our common stock. These charter provisions may have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price to holders of our common stock.

Our stockholders will have limited control over changes in our policies and operations, which increases the uncertainty and risks our stockholders face.

Our board of directors determines our major policies, including our policies regarding investments, dispositions, financings, REIT qualification and distributions. Our board of directors may amend or revise these and other policies without a vote of the stockholders. Under Maryland General Corporation Law and our charter, our stockholders have a right to vote only on limited matters. Our board’s broad discretion in setting policies and our stockholders’ inability to exert control over those policies increases the uncertainty and risks our stockholders face.

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We are unable to predict when or if we will be in a position to redeem shares of our common stock.

Stockholders may have to hold their shares an indefinite period of time. We can provide no assurance that we will be able to provide additional liquidity to stockholders. Due to certain restrictions and covenants included in our loan agreements as a result of refinancing certain of our debt facilities, we do not expect to redeem any shares of common stock until certain loans are repaid or refinanced. One of the loans with these restrictions has a current maturity of January 2027 but may be extended subject to the terms and conditions of the loan agreement. Further, since 2019, due to the limitations under our share redemption program, our pursuit of strategic alternatives and/or disruptions in the financial markets, we have either exhausted the funds available for Ordinary Redemptions (defined below) under our share redemption program or implemented suspensions of Ordinary Redemptions for all or a portion of the calendar year. Ordinary Redemptions are all redemptions other than those that qualify for the special provisions for redemptions sought in connection with a stockholder’s death, “Qualifying Disability” or “Determination of Incompetence” (each as defined in the share redemption program and, together, “Special Redemptions”). We terminated our share redemption program on March 15, 2024.

Therefore, it will be difficult for our stockholders to sell their shares promptly or at all. If our stockholders are able to sell their shares, they will likely have to sell them at a substantial discount to their public offering price or the estimated value per share. Investors should be prepared to hold our shares for an indefinite period of time because of the illiquid nature of our shares.

During their operating stages, other KBS-sponsored REITs have amended their share redemption programs to limit redemptions to Special Redemptions or place restrictive limitations on the amount of funds available for redemptions. As a result, these programs were not able to honor all redemption requests and stockholders in these programs were unable to have their shares redeemed when requested. In some instances, Ordinary Redemptions were suspended for several years. When implementing these amendments, stockholders did not always have a final opportunity to submit redemptions prior to the effectiveness of the amendment to the program.

Our bylaws designate the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders with respect to our company, our directors, our officers or our employees (we note we currently have no employees). This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is favorable for disputes with us or our directors, officers or employees, which may discourage meritorious claims from being asserted against us and our directors, officers and employees. Alternatively, if a court were to find this provision of our bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations. We adopted this provision because we believe it makes it less likely that we will be forced to incur the expense of defending duplicative actions in multiple forums and less likely that plaintiffs’ attorneys will be able to employ such litigation to coerce us into otherwise unjustified settlements, and we believe the risk of a court declining to enforce this provision is remote, as the General Assembly of Maryland has specifically amended the Maryland General Corporation Law to authorize the adoption of such provisions. This provision of our bylaws does not apply to claims brought to enforce a duty or liability created by the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction or to claims under state securities laws.

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The estimated value per share of our common stock may not reflect the value that stockholders will receive for their investment and does not take into account how developments subsequent to the valuation date related to individual assets, the financial or real estate markets or other events may have decreased the value of our portfolio.

On December 12, 2024, our board of directors approved an estimated value per share of our common stock of $3.89 (unaudited) based on the estimated value of our assets less the estimated value of our liabilities, or net asset value, divided by the number of shares outstanding, all as of September 30, 2024, with the exception of adjustments to our net asset value to give effect to (i) the change in the estimated value of our investment in units of the SREIT (SGX-ST Ticker: OXMU) as of November 14, 2024, (ii) the contractual sales price, net of closing credits and disposition costs, of one property that was sold on November 15, 2024 and (iii) estimated contractual loan financing fees and costs incurred for the period from October 1, 2024 through December 20, 2024. We did not make any other adjustments to the December 12, 2024 estimated value per share from the date of the valuations above, including any adjustments relating to, among others, net operating income earned. We provided this estimated value per share to assist broker-dealers that participated in our now-terminated initial public offering in meeting their customer account statement reporting obligations under Financial Industry Regulatory Authority (“FINRA”) Rule 2231. This valuation was performed in accordance with the provisions of and also to comply with Practice Guideline 2013–01, Valuations of Publicly Registered, Non-Listed REITs, issued by the Institute for Portfolio Alternatives (“IPA”) in April 2013 (the “IPA Valuation Guidelines”).

We engaged Kroll, LLC (“Kroll”), an independent third-party real estate valuation firm, to provide (i) appraisals for 14 of our consolidated real estate properties owned as of September 30, 2024 (the “Appraised Properties”), (ii) an estimated value for our investment in units of the SREIT and (iii) a calculation of the range in estimated value per share of our common stock as of December 12, 2024. Kroll based this range in estimated value per share upon (i) its appraisals of the Appraised Properties, (ii) the contractual sales price, net of closing credits and disposition costs, of one property that was sold on November 15, 2024, (iii) its estimated value for our investment in units of the SREIT, (iv) estimated contractual loan financing fees and costs incurred for the period from October 1, 2024 through December 20, 2024 and (v) valuations performed by our advisor of our cash, other assets, notes payable and other liabilities, which are disclosed in our Quarterly Report on Form 10-Q for the period ended September 30, 2024.

As with any valuation methodology, the methodologies used are based upon a number of estimates and assumptions that may not be accurate or complete. Different parties using different assumptions and estimates could derive a different estimated value per share of our common stock, and this difference could be significant. The estimated value per share is not audited and does not represent the fair value of our assets less the fair value of our liabilities according to U.S. generally accepted accounting principles (“GAAP”), nor does it represent a liquidation value of our assets and liabilities or the price at which our shares of common stock would trade on a national securities exchange. The estimated value per share does not reflect a discount for the fact that we are externally managed, nor does it reflect a real estate portfolio premium/discount versus the sum of the individual property values. The estimated value per share also does not take into account estimated disposition costs and fees for real estate properties that were not under contract to sell as of December 12, 2024, debt prepayment penalties that could apply upon the prepayment of certain of our debt obligations, the impact of restrictions on the assumption of debt or swap breakage fees that may be incurred upon the termination of certain of our swaps prior to expiration. We generally have incurred disposition costs and fees related to the sale of each real estate property since inception of 0.8% to 2.9% of the gross sales price less concessions and credits, with the weighted average being approximately 1.5%. The estimated value per share also does not take into consideration any financing and refinancing costs subsequent to December 20, 2024. Accordingly, with respect to the estimated value per share, we can give no assurance that:

•a stockholder would be able to resell his or her shares at our estimated value per share;

•a stockholder would ultimately realize distributions per share equal to our estimated value per share upon liquidation of our assets and settlement of our liabilities or a sale of our company;

•our shares of common stock would trade at the estimated value per share on a national securities exchange;

•another independent third-party appraiser or third-party valuation firm would agree with our estimated value per share; or

•the methodology used to determine our estimated value per share would be acceptable to FINRA or for compliance with ERISA reporting requirements.

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The ongoing challenges affecting the U.S. commercial real estate industry, especially as it pertains to commercial office buildings, continues to be one of the most significant risks and uncertainties we face. The combination of elevated interest rates and persistent inflation (or the perception that any of these events may continue), as well as a low level of lending activity in the debt markets, have contributed to continued weakness in the commercial real estate markets. The usage and leasing activity of our assets in several markets remains lower than pre-pandemic levels, and we cannot predict when economic activity and demand for office space will return to pre-pandemic levels in those markets. Both upcoming and recent tenant lease expirations and leasing challenges in certain markets amidst the aforementioned headwinds coupled with slower than expected return-to-office, most notably in the greater San Francisco Bay Area where we own several assets, have had direct and material impacts to property appraisal values used by our lenders and have impacted our ability to access certain credit facilities and our ongoing cash flow, which, in large part, provide liquidity for capital expenditures needed to manage our real estate assets.

There is no assurance that we will be able to satisfy the terms and conditions of our existing loan agreements or the terms and conditions of any future extension or refinancing agreements that are entered into. If we are unable to make required principal paydowns under certain loans, sell assets or satisfy certain covenants and conditions in our loan agreements, the lenders may seek to foreclose on the underlying collateral. Additionally, our loan agreements contain cross default provisions and we have pledged the equity of certain of our subsidiaries (and all proceeds therefrom) in connection with the restructuring of certain debt facilities.

For more information see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Going Concern Considerations.”

These risks are not priced into the December 12, 2024 estimated value per share. As such, the estimated value per share does not take into account developments in our portfolio since December 20, 2024. For a full description of the methodologies and assumptions used to value our assets and liabilities in connection with the calculation of the estimated value per share, see Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Market Information.”

We currently expect to utilize an independent valuation firm to update the estimated value per share no later than December 2025.

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Our stockholders’ interest in us will be diluted if we issue additional equity interests, which could reduce the overall value of their investment.

Our common stockholders do not have preemptive rights to any shares we issue in the future. Our charter authorizes us to issue 1,010,000,000 shares of capital stock, of which 1,000,000,000 shares are designated as common stock and 10,000,000 shares are designated as preferred stock. Our board of directors may increase the number of authorized shares of capital stock without stockholder approval. Our board may elect to (i) sell additional shares in our dividend reinvestment plan or in future primary offerings; (ii) issue equity interests in private offerings; (iii) issue equity interests to our advisor, or its successors or assigns, in payment of fee obligations; or (iv) otherwise issue additional shares of our capital stock, units of our Operating Partnership or equity in our other subsidiaries. To the extent we issue additional equity interests, our stockholders’ percentage ownership interest in our assets would be diluted. In addition, depending upon the terms and pricing of any additional issuance of equity interests, the use of the proceeds and the value of our real estate investments, our stockholders may also experience dilution in the book value and fair value of their shares and in the earnings and distributions per share.

Payment of fees to our advisor and its affiliates reduces cash available for our operations.

Our advisor and its affiliates perform services for us in connection with the management and leasing of our real estate properties and the disposition of our investments. We pay them substantial fees for these services, which reduces cash available for our operations. Compensation to be paid to our advisor may be increased with the approval of our conflicts committee and subject to the limitations in our charter and the restrictions of our loan agreements.

We may also pay significant fees during our listing/liquidation stage. Although most of the fees expected to be paid during our listing/liquidation stage are contingent on our stockholders first receiving agreed-upon investment returns, the investment-return thresholds may be reduced with the approval of our conflicts committee and subject to the limitations in our charter.

If we are unable to obtain funding for future capital needs, our financial condition and results of operations may suffer.

When tenants do not renew their leases or otherwise vacate their space, we will often need to expend substantial funds for improvements to the vacated space in order to attract replacement tenants. Even when tenants do renew their leases, we may agree to make improvements to their space as part of our negotiations. If we need additional capital in the future to improve or maintain our properties or for any other reason, we may have to obtain funding from sources other than our cash flow from operations, such as borrowings or future equity offerings. These sources of funding may not be available on attractive terms or at all. If we cannot procure additional funding for capital improvements, our investments may generate lower cash flows or decline in value, or both, which would cause our financial condition and results of operations to suffer.

These risks are heightened as a result of the risks discussed above. See “—Risks Associated with Debt Financing and Going Concern Considerations,” “—Risks Related to an Investment in Our Common Stock—Elevated market volatility due to adverse economic and geopolitical conditions has had and may continue to have a material adverse effect on our results of operations and financial condition,” and “—Risks Related to an Investment in Our Common Stock—Elevated interest rates and persistent inflation have had and may continue to have an adverse effect on our financial condition and results of operations.”

Although we are not currently afforded the protection of the Maryland General Corporation Law relating to deterring or defending hostile takeovers, our board of directors could opt into these provisions of Maryland law in the future, which may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer.

Under Maryland law, “business combinations” between a Maryland corporation and certain interested stockholders or affiliates of interested stockholders are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. Also under Maryland law, control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquirer, an officer of the corporation or an employee of the corporation who is also a director of the corporation are excluded from the vote on whether to accord voting rights to the control shares. Should our board of directors opt into these provisions of Maryland law, it may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer. Similarly, provisions of Title 3, Subtitle 8 of the Maryland General Corporation Law could provide similar anti-takeover protection.

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Our charter includes an anti-takeover provision that may discourage a stockholder from launching a tender offer for our shares.

Our charter provides that any tender offer made by a stockholder, including any “mini-tender” offer, must comply with most provisions of Regulation 14D of the Securities Exchange Act of 1934, as amended. The offering stockholder must provide our company notice of such tender offer at least 10 business days before initiating the tender offer. If the offering stockholder does not comply with these requirements, our company will have the right to redeem that stockholder’s shares and any shares acquired in such tender offer. In addition, the noncomplying stockholder shall be responsible for all of our company’s expenses in connection with that stockholder’s noncompliance. This provision of our charter may discourage a stockholder from initiating a tender offer for our shares and prevent our stockholders from receiving a premium price for their shares in such a transaction.

If we are required to register as an investment company under the Investment Company Act, our financial condition and results of operations would suffer.

We intend to continue to conduct our operations so that neither we, nor our Operating Partnership nor the subsidiaries of our Operating Partnership are investment companies under the Investment Company Act of 1940, as amended (the “Investment Company Act”). However, there can be no assurance that we and our subsidiaries will be able to successfully avoid operating as an investment company. A change in the value of any of our assets could negatively affect our ability to maintain our exemption from regulation under the Investment Company Act. To maintain compliance with the applicable exemption under the Investment Company Act, we may be unable to sell assets we would otherwise want to sell and may need to sell assets we would otherwise wish to retain. In addition, we may have to acquire additional assets that we might not otherwise have acquired or may have to forego opportunities to acquire assets that we would otherwise want to acquire and would be important to our investment strategy.

If we were required to register as an investment company but failed to do so, we would become subject to substantial regulation with respect to our capital structure (including our ability to use borrowings), management, operations, transactions with affiliated persons (as defined in the Investment Company Act), and portfolio composition, including disclosure requirements and restrictions with respect to diversification and industry concentration, and other matters. Compliance with the Investment Company Act would, accordingly, limit our ability to make certain investments and require us to significantly restructure our business plan, which could materially adversely affect our financial condition and results of operations.

General Risks Related to Investments in Real Estate

The risks in this section should be read together with the risks discussed above under “—Risks Associated with Debt Financing and Going Concern Considerations.”

Economic, market and regulatory changes that impact the real estate market generally may decrease the value of our investments and weaken our operating results.

Our operating results and the performance of our real estate properties are subject to the risks typically associated with real estate, any of which could decrease the value of our investments and could weaken our operating results, including:

•downturns in national, regional and local economic conditions;

•competition from similar properties in the same or competing markets or submarkets;

•adverse local conditions, such as oversupply or reduction in demand for office properties and changes in real estate zoning laws that may reduce the desirability of real estate in an area;

•vacancies, changes in market rental rates and the need to periodically repair, renovate and re-let space;

•changes in interest rates and the availability of permanent mortgage financing, which may render the sale of a property or loan difficult or unattractive;

•changes in tax (including real and personal property tax), real estate, environmental and zoning laws;

•natural disasters such as hurricanes, earthquakes and floods;

•acts of war or terrorism, including the consequences of terrorist attacks, such as those that occurred on September 11, 2001;

•the potential for uninsured or underinsured property losses; and

•periods of high interest rates and tight money supply.

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Any of the above factors, or a combination thereof, could result in a decrease in our cash flow from operations and a decrease in the value of our investments, which would have an adverse effect on our operations and financial condition.

If our acquisitions do not perform as expected, our financial condition and results of operations would suffer.

As of March 1, 2025, our real estate portfolio held for investment was composed of 13 office properties and one mixed-use office/retail property encompassing in the aggregate approximately 6.4 million rentable square feet and was collectively 81% occupied. We also own an investment in the equity securities of the SREIT, a Singapore real estate investment trust listed on the SGX-ST. We made these investments based on an underwriting analysis with respect to each asset and how the asset fits into our portfolio. If these assets do not perform as expected, we may have less cash flow from operating activities and our financial condition and results of operations would suffer.

Properties that have significant vacancies could result in lower revenues for us and be difficult to sell, which could diminish the return on these properties, impact our ability to access certain credit facilities and meet our outstanding debt obligations and cause our operations to suffer.

A property may incur vacancies either by the expiration and non-renewal of tenant leases or the continued default of tenants under their leases. If vacancies continue for a long period of time, we may suffer reduced revenues. In addition, the resale value of the property could be diminished because the market value of a particular property depends principally upon the value of the cash flow generated by the leases associated with that property.

Further, some of our assets may be outfitted to suit the particular needs of the tenants. We may have difficulty replacing the tenants of these properties if the outfitted space limits the types of businesses that could lease that space without major renovation. If a tenant does not renew a lease or, terminates or defaults on a lease, we may be unable to lease the property for the rent previously received or sell the property without incurring a loss. Because the market value of a particular property depends principally upon the value of the cash flow generated by the leases associated with such property, we may incur a loss upon the sale of a property with significant vacant space.

These events could diminish the return on properties with significant vacancies, reduce our revenues, impact our ability to access certain credit facilities and meet our outstanding debt obligations and cause our operations to suffer.

We have entered into long-term leases with tenants at certain of our office properties and in the future we may enter into long-term leases when renewing or releasing space, which may not result in fair market rental rates over time.

We may enter into long-term leases with tenants of certain of our properties, or include renewal options that specify a maximum rate increase. These leases would provide for rent to increase over time; however, if we do not accurately judge the potential for increases in market rental rates, we may set the terms of these long-term leases at levels such that, even after contractual rent increases, the rent under our long-term leases is less than then-current market rates. Further, we may have no ability to terminate those leases or to adjust the rent to then-prevailing market rates. As a result, our revenues and financial condition could suffer.

We may be adversely affected by trends in the office real estate market.

Changes in tenant space utilization, including from the continuation of work from home and flexible work arrangement policies, may continue to cause office tenants to reassess their long-term physical space needs. There is also an increasing trend among some businesses to utilize shared office spaces and co-working spaces. A continuation of the movement towards these practices could, over time, erode the overall demand for office space and, in turn, place downward pressure on occupancy, rental rates and property valuations. These events could have an adverse effect on our financial condition and results of operations.

Further, as office tenants reevaluate their physical space needs and focus on attracting and retaining talent, many tenants have become more selective and are focused on leasing space in high-quality, modern and well-amenitized buildings near transit hubs. These factors have resulted in increased competition among landlords to attract tenants and significant landlord capital expenditures for a building to maintain Class A status.

To date, slower than expected return-to-office, most notably in the greater San Francisco Bay Area where we own several assets, has had direct and material impacts to property appraisal values used by our lenders and have impacted our ongoing cash flow and our ability to access certain credit facilities.

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We depend on tenants for our revenue generated by our real estate investments and, accordingly, our revenue generated by our real estate investments is partially dependent upon the success and economic viability of our tenants and our ability to retain and attract tenants. Non-renewals, terminations or lease defaults could reduce our net income and cause our financial condition to suffer.

The success of our real estate investments materially depends upon the financial stability of the tenants leasing the properties we own. The inability of a single major tenant or a significant number of smaller tenants to meet their rental obligations would significantly lower our net income. A non-renewal after the expiration of a lease term, termination or default by a tenant on its lease payments to us would cause us to lose the revenue associated with such lease and require us to find an alternative source of revenue to meet mortgage payments and prevent a foreclosure if the property is subject to a mortgage. In the event of a tenant default or bankruptcy, we may experience delays in enforcing our rights as landlord of a property and may incur substantial costs in protecting our investment and re-leasing the property. Tenants may have the right to terminate their leases upon the occurrence of certain customary events of default and, in other circumstances, may not renew their leases or, because of market conditions, may only be able to renew their leases on terms that are less favorable to us than the terms of their initial leases.

The bankruptcy or insolvency of our tenants or delays by our tenants in making rental payments could seriously harm our operating results and financial condition.

Any bankruptcy filings by or relating to any of our tenants could bar us from collecting pre-bankruptcy debts from that tenant, unless we receive an order permitting us to do so from the bankruptcy court. A tenant bankruptcy could delay our efforts to collect past due balances under the relevant leases, and could ultimately preclude full collection of these sums. If a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages. Any unsecured claim we hold against a bankrupt entity may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. We may recover substantially less than the full value of any unsecured claims, which would harm our financial condition.

Our inability to sell a property at the time and on the terms we want could cause our results of operations and financial condition to suffer.

Many factors that are beyond our control affect the real estate market and could affect our ability to sell properties for the price, on the terms or within the time frame that we desire. These factors include general economic conditions, the availability of financing, interest rates and other factors, including supply and demand. Because real estate investments are relatively illiquid, we have a limited ability to vary our portfolio in response to changes in economic or other conditions. Further, before we can sell a property on the terms we want, it may be necessary to expend funds to correct defects or to make improvements. However, we can give no assurance that we will have the funds available to correct such defects or to make such improvements. We may be unable to sell our properties at a profit. Our inability to sell properties at the time and on the terms we want could reduce our cash flow and cause our financial condition to suffer.

These risks are heightened as a result of the ongoing challenges affecting the U.S. commercial real estate industry, especially as it pertains to commercial office properties, the challenging interest rate environment, the limited availability in the debt markets for commercial real estate transactions and the lack of transaction volume in the U.S. office market.

If we sell a property by providing financing to the purchaser, we will bear the risk of default by the purchaser, which could delay or reduce net cash available from the disposition.

When we decide to sell properties, we intend to use our best efforts to sell them for cash; however, in some instances, we may sell our properties by providing financing to purchasers. When we provide financing to a purchaser, we will bear the risk that the purchaser may default, which would reduce net cash available from the disposition. Even in the absence of a purchaser default, the net proceeds from the sale will be delayed until the promissory note or other property we may accept upon a sale is actually paid, sold, refinanced or otherwise disposed.

Construction delays and resultant increased costs and risks may hinder our operating results and decrease our net income.

We engage contractors for capital improvements to our properties. Such capital improvements will be subject to the uncertainties associated with the construction of real property, including those related to re-zoning land for development, environmental concerns of governmental entities and/or community groups and our builders’ ability to build in conformity with plans, specifications, budgeted costs and timetables. If a builder fails to perform, we may resort to legal action to rescind the construction contract or to compel performance. A builder’s performance may also be affected or delayed by conditions beyond the builder’s control. Delays in completing construction could also give tenants the right to terminate preconstruction leases. We may incur additional risks when we make periodic progress payments or other advances to builders before they complete construction. These and other factors can result in increased costs of a project or loss of our investment. In addition, we will be subject to normal lease-up risks relating to newly-constructed projects.

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Actions of our joint venture partners could reduce the returns on joint venture investments.

We may enter into joint ventures to own properties and other assets. Such joint ventures may involve risks not otherwise present with other methods of investment, including, for example, the following risks:

•that our co-venturer, co-tenant or partner in an investment could become insolvent or bankrupt;

•that such co-venturer, co-tenant or partner may at any time have economic or business interests or goals that are or that become inconsistent with our business interests or goals;

•that such co-venturer, co-tenant or partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives; or

•that disputes between us and our co-venturer, co-tenant or partner may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our operations.

Any of the above might subject a property to liabilities in excess of those contemplated and thus reduce our returns on that investment.

Costs imposed pursuant to laws and governmental regulations may reduce our net income and adversely impact our results of operations.

Real property and the operations conducted on real property are subject to federal, state and local laws and regulations relating to protection of the environment and human health. We could be subject to liability in the form of fines, penalties or damages for noncompliance with these laws and regulations. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid and hazardous materials, the remediation of contamination associated with the release or disposal of solid and hazardous materials, the presence of toxic building materials and other health and safety-related concerns.

Some of these laws and regulations may impose joint and several liability on the tenants, owners or operators of real property for the costs to investigate or remediate contaminated properties, regardless of fault, whether the contamination occurred prior to purchase, or whether the acts causing the contamination were legal. Our tenants’ operations, the condition of properties at the time we buy them, operations in the vicinity of our properties, such as the presence of underground storage tanks, or activities of unrelated third parties may affect our properties.

The presence of hazardous substances, or the failure to properly manage or remediate these substances, may hinder our ability to sell, rent or pledge such property as collateral for future borrowings. Any material expenditures, fines, penalties or damages we must pay will reduce our net income and adversely impact our results of operations.

The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property or of paying personal injury or other damage claims could reduce our net income and adversely impact our results of operations.

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All of our real estate properties are subject to Phase I environmental assessments prior to the time they are acquired; however, such assessments may not provide complete environmental histories due, for example, to limited available information about prior operations at the properties or other gaps in information at the time we acquire the property. A Phase I environmental assessment is an initial environmental investigation to identify potential environmental liabilities associated with the current and past uses of a given property. If any of our properties were found to contain hazardous or toxic substances after our acquisition, the value of our investment could decrease below the amount paid for such investment.

Costs associated with complying with the Americans with Disabilities Act may reduce our net income and adversely impact our results of operations.

Our properties may be subject to the Americans with Disabilities Act of 1990, as amended, or the Disabilities Act. Under the Disabilities Act, all places of public accommodation are required to comply with federal requirements related to access and use by disabled persons. The Disabilities Act has separate compliance requirements for “public accommodations” and “commercial facilities” that generally require that buildings and services be made accessible and available to people with disabilities. The Disabilities Act’s requirements could require removal of access barriers and could result in the imposition of injunctive relief, monetary penalties or, in some cases, an award of damages. Any funds used for Disabilities Act compliance will reduce our net income and adversely impact our results of operations.

Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could reduce our cash flow from operations and adversely impact our results of operations.

There are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters, that are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Insurance risks associated with potential acts of terrorism could sharply increase the premiums we pay for coverage against property and casualty claims. We may not be able to obtain insurance against the risk of terrorism because it may not be available or may not be available on terms that are economically feasible. The terrorism insurance that we obtain may not be sufficient to cover loss for damages to our properties as a result of terrorist attacks. The inability to obtain sufficient terrorism insurance or any terrorism insurance at all could limit our financing and refinancing options as mortgage lenders sometimes require that specific coverage against terrorism be purchased by commercial owners as a condition for providing loans. In such instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. We may not have adequate coverage for such losses. If any of our properties incurs a casualty loss that is not fully insured, the value of our assets will be reduced by any such uninsured loss, which will reduce the value of our stockholders’ investment in us. In addition, other than any working capital reserve or other reserves we may establish, we have limited sources of funding to repair or reconstruct any uninsured property. Also, to the extent we must pay unexpectedly large amounts for insurance, we could suffer reduced earnings.

We rely on property managers to operate our properties and leasing agents to lease vacancies in our properties.

Our advisor hires property managers to manage our properties and leasing agents to lease vacancies in our properties. The property managers have significant decision-making authority with respect to the management of our properties. Our ability to direct and control how our properties are managed on a day-to-day basis may be limited because we engage other parties to perform this function. Thus, the success of our business may depend in large part on the ability of our property managers to manage the day-to-day operations and the ability of our leasing agents to lease vacancies in our properties. Any adversity experienced by, or problems in our relationship with, our property managers or leasing agents could adversely impact the operation and profitability of our properties.

Risks Related to Real Estate-Related Investments

Our investment in common equity securities is subject to specific risks relating to the issuer of the securities and may involve greater risk of loss than secured debt financings.

We have made a significant investment in the common equity of the SREIT. Our investment in the common equity securities of the SREIT involves special risks relating to the issuer of the securities, including the financial condition and business outlook of the issuer. As a REIT, the SREIT is subject to the inherent risks associated with real estate investments. See above “—General Risks Related to Investments in Real Estate.” Furthermore, our investment in common equity securities may involve greater risk of loss than secured debt financings due to a variety of factors, including that such investment is unsecured and is subordinated to other obligations of the issuer. As a result, our investment in the common equity of the SREIT is subject to risks of (i) limited liquidity in the secondary trading market, (ii) substantial market price volatility resulting from changes in prevailing interest rates, (iii) subordination to the claims of banks and senior lenders to the issuer, (iv) the possibility that earnings of the issuer may be insufficient to meet its debt service and distribution obligations, and (v) the declining creditworthiness and potential for insolvency of the issuer during periods of rising interest rates and economic downturn. These risks may adversely affect the value of the securities and the ability of the SREIT to make distribution payments to us.

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Our significant investment in the SREIT is subject to the risks inherent in investing in traded securities. As of March 14, 2025, based solely on the closing trading price of the units of the SREIT on the SGX-ST of $0.136 per unit on such date and without taking into account any potential discount for the holding period risk due to the quantity of units held by us relative to the normal level of trading in the units, we owned approximately $32.3 million of units in the SREIT, representing an approximate 18.2% interest in the units of the SREIT. The SREIT’s units were first listed for trading on the SGX-ST on July 19, 2019. If an active trading market for the units does not develop or is not sustained, it may be difficult to sell our units. The market for Singapore REITs may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of our investment in the SREIT difficult. Even if an active trading market develops or we are able to negotiate block trades, if we or other significant investors sell or are perceived as intending to sell a substantial amount of units in a short period of time, the market price of our remaining units could be adversely affected. In addition, as a foreign equity investment, the trading price of units of the SREIT may be affected by political, economic, financial and social factors in the Singapore and Asian markets, including changes in government, economic and fiscal policies. Furthermore, we may be limited in our ability to sell our investment in the SREIT if our advisor and/or its affiliates are deemed to have material, non-public information regarding the SREIT. Charles J. Schreiber, Jr., our Chief Executive Officer, our President and our affiliated director, is a former director of the external manager of the SREIT, and Mr. Schreiber holds an indirect ownership interest in the external manager of the SREIT. An affiliate of our advisor serves as the U.S. asset manager to the SREIT.

Due to the disruptions in the financial markets, since early March 2020, the trading price of the common units of the SREIT has experienced substantial volatility. The trading price of the common units of the SREIT has been significantly impacted by the market sentiment for stock with significant investment in U.S. commercial office buildings. The inability to dispose of our investment in the SREIT at the time and on the terms we want could materially adversely affect the investment results.

Federal Income Tax Risks

Failure to qualify as a REIT would subject us to U.S. federal income tax, which would reduce our net cash flows and our net earnings.

We believe that we have operated and will continue to operate in a manner that will allow us to continue to qualify as a REIT for U.S. federal income tax purposes, commencing with our initial taxable year ended December 31, 2011. However, the U.S. federal income tax laws governing REITs are extremely complex, and interpretations of the U.S. federal income tax laws governing qualification as a REIT are limited. Qualifying as a REIT requires us to meet various tests regarding the nature of our assets and our income, the ownership of our outstanding stock, and the amount of our distributions on an ongoing basis. Accordingly, despite being able to do so in the past, we cannot be certain that we will be successful in operating so we can remain qualified as a REIT. While we intend to continue to operate so that we will qualify as a REIT, given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, including the tax treatment of certain investments we may make, the terms of our debt obligations, and the possibility of future changes in our circumstances, no assurance can be given that we will so qualify for any particular year. If we fail to qualify as a REIT in any calendar year and we do not qualify for certain statutory relief provisions, we would be required to pay U.S. federal income tax and applicable state and local income tax on our taxable income at the regular corporate income tax rate, and distributions to our stockholders would not be deductible by us in determining our taxable income. We might need to borrow money or sell assets to pay that tax. Our payment of income tax would decrease the amount of our income available for distribution to our stockholders. Furthermore, if we fail to maintain our qualification as a REIT and we do not qualify for certain statutory relief provisions, we no longer would be required to distribute substantially all of our REIT taxable income to our stockholders. Unless our failure to qualify as a REIT were excused under federal tax laws, we could not re-elect to be taxed as a REIT until the fifth calendar year following the year in which we failed to qualify.

Our stockholders may have current tax liability on distributions they elected to reinvest in our common stock.

If our stockholders participated in our dividend reinvestment plan, they will be deemed to have received, and for income tax purposes will be taxed on, the amount reinvested in shares of our common stock to the extent the amount reinvested was not a tax-free return of capital. In addition, our stockholders will be treated for tax purposes as having received an additional distribution to the extent the shares were purchased at a discount to fair market value, if any. As a result, unless our stockholders are tax-exempt entities, they may have to use funds from other sources to pay their tax liability on the value of the shares of common stock received.

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Even if we qualify as a REIT for U.S. federal income tax purposes, we may be subject to federal, state, local or other tax liabilities that reduce our cash flow.

Even if we qualify as a REIT for U.S. federal income tax purposes, we may be subject to some federal, state and local taxes on our income or property. For example:

•In order to qualify as a REIT, we must distribute annually at least 90% of our REIT taxable income to our stockholders (which is determined without regard to the dividends-paid deduction, excludes net capital gain and does not necessarily equal net income as calculated in accordance with GAAP). To the extent that we satisfy the 90% distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to U.S. federal corporate income tax on the undistributed income (including net capital gain).

•We will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions we pay in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years.

•If we elect to treat property that we acquire in connection with a foreclosure of a mortgage loan or certain leasehold terminations as “foreclosure property,” we may avoid the 100% tax on the gain from a resale of that property, but the income from the sale or operation of that property may be subject to corporate income tax at the highest applicable rate.

•If we sell an asset, other than foreclosure property, that we hold primarily for sale to customers in the ordinary course of business, our gain would be subject to the 100% “prohibited transaction” tax unless such sale were made by one of our taxable REIT subsidiaries or the sale met certain “safe harbor” requirements under the Internal Revenue Code.

REIT distribution requirements could adversely affect our ability to execute our business plan, including our ability to satisfy the terms and conditions of our existing loan agreements or any future extension or refinancing agreements entered into.

We generally must distribute annually at least 90% of our REIT taxable income, subject to certain adjustments and excluding any net capital gain, in order for federal corporate income tax not to apply to earnings that we distribute. To the extent that we satisfy this 90% distribution requirement, but distribute less than 100% of our REIT taxable income, we will be subject to U.S. federal corporate income tax on our undistributed REIT taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under federal tax laws. We also may decide to retain net capital gain we earn from the sale or other disposition of our property and pay U.S. federal income tax directly on such income. In that event, our stockholders would be treated as if they earned that income and paid the tax on it directly. However, stockholders that are tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability unless they file U.S. federal income tax returns and thereon seek a refund of such tax. We also will be subject to corporate tax on any undistributed REIT taxable income. We intend to make distributions to our stockholders to comply with the REIT requirements of the Internal Revenue Code.

From time to time, we may generate taxable income greater than our income for financial reporting purposes, or our taxable income may be greater than our cash flow available for distribution to stockholders (for example, where a borrower defers the payment of interest in cash pursuant to a contractual right or otherwise). If we do not have other funds available in these situations we could be required to borrow funds, sell investments at disadvantageous prices or find another alternative source of funds to pay distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distribution requirements and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our equity. Thus, compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits. In addition, as we extend or refinance our debt, lenders may scrutinize our REIT distribution requirements. Therefore, compliance with the REIT distribution requirements may hinder our ability to extend or refinance our debt.

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To maintain our REIT status, we may be forced to forego otherwise attractive business opportunities, which may hinder our ability to operate solely on the basis of maximizing profits and reduce the value of our stockholders’ investment.

To qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy certain tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the ownership of our common stock and the amounts we distribute to our stockholders. We may be required to pay distributions to stockholders at times when it would be more advantageous to reinvest cash in our business or when we do not have cash readily available for distribution, and we may be forced to sell assets on terms and at times unfavorable to us, which could have a material adverse effect on us. Compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits and reduce the value of our stockholders’ investment. In addition, the terms and conditions of our existing loan agreements or any future extension or refinancing agreements entered into may impact our ability to qualify as a REIT as an operational matter or we may determine that qualifying as a REIT is no longer in our best interests.

If our operating partnership fails to maintain its status as a partnership for U.S. federal income tax purposes, its income would be subject to taxation and our REIT status could be terminated.

We intend to maintain the status of our operating partnership as a partnership for U.S. federal income tax purposes. However, if the Internal Revenue Service (“IRS”) were to successfully challenge the status of our operating partnership as a partnership, it would be taxable as a corporation. In such event, this would reduce the amount of distributions that our operating partnership could make to us. This could also result in our losing REIT status and becoming subject to a corporate level tax on our own income. This would adversely impact our financial condition and results of operations. In addition, if any of the entities through which our operating partnership owns its properties, in whole or in part, loses its characterization as a partnership for U.S. federal income tax purposes, the underlying entity would become subject to taxation as a corporation, thereby reducing distributions to our operating partnership and jeopardizing our ability to maintain REIT status.

Potential characterization of distributions or gain on sale may be treated as unrelated business taxable income to tax-exempt investors.

If (i) all or a portion of our assets are subject to the rules relating to taxable mortgage pools, (ii) we are a “pension-held REIT,” or (iii) a U.S. tax-exempt stockholder has incurred debt to purchase or hold our common stock, then a portion of the distributions to and, in the case of a stockholder described in clause (iii), gains realized on the sale of common stock by such tax-exempt stockholder may be subject to U.S. federal income tax as unrelated business taxable income under the Code.

The tax on prohibited transactions will limit our ability to engage in transactions that would be treated as sales for U.S. federal income tax purposes.

A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of assets, other than foreclosure property, deemed held primarily for sale to customers in the ordinary course of business. Whether property is held primarily for sale to customers in the ordinary course of a trade or business depends on the specific facts and circumstances. No assurance can be given that the IRS would agree with our characterization of our assets or that we will always be able to make use of the available safe harbors. If the IRS were to successfully challenge our characterization of a sale, we would be liable for the aforementioned 100% penalty tax, which could be significant in size.

Complying with REIT requirements may force us to liquidate otherwise attractive investments.

To qualify as a REIT, we must ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified REIT real estate assets. The remainder of our investment in securities (other than government securities and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, no more than 20% of the value of our total assets can be represented by securities of one or more taxable REIT subsidiaries and no more than 25% of the value of our total assets can be represented by “non-qualified publicly offered REIT debt instruments.” If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate from our portfolio otherwise attractive investments. These actions could have the effect of reducing our income and adversely impact our financial condition and results of operations.

Liquidation of assets may jeopardize our REIT qualification.

To qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. If we are compelled to liquidate our investments to repay obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any resultant gain if we sell assets that are treated as dealer property or inventory.

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Complying with REIT requirements may limit our ability to hedge effectively.

The REIT provisions of the Internal Revenue Code may limit our ability to hedge our assets and operations. Under these provisions, any income that we generate from transactions intended to hedge our interest rate, inflation and/or currency risks will be excluded from gross income for purposes of the REIT 75% and 95% gross income tests if the purpose of the instrument is to (i) hedge interest rate risk on liabilities incurred to carry or acquire real estate, (ii) hedge risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the REIT 75% or 95% gross income tests, or (iii) manage risk with respect to the termination of certain prior hedging transactions described in (i) and/or (ii) above and, in each case, such instrument is properly and timely identified under applicable Department of the Treasury regulations (“Treasury Regulations”). Income from hedging transactions that do not meet these requirements will generally constitute nonqualifying income for purposes of both the REIT 75% and 95% gross income tests. As a result of these rules, we may have to limit our use of hedging techniques that might otherwise be advantageous, which could result in greater risks associated with interest rate or other changes than we would otherwise incur.

Our ownership of and relationship with our taxable REIT subsidiaries will be limited and a failure to comply with the limits would jeopardize our REIT status and may result in the application of a 100% excise tax.

A REIT may own up to 100% of the stock of one or more taxable REIT subsidiaries. A taxable REIT subsidiary may earn income that would not be qualifying income if earned directly by the parent REIT. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a taxable REIT subsidiary. A corporation of which a taxable REIT subsidiary directly or indirectly owns more than 35% of the voting power or value of the stock will automatically be treated as a taxable REIT subsidiary. Overall, no more than 20% of the value of a REIT’s assets may consist of stock or securities of one or more taxable REIT subsidiaries. A domestic taxable REIT subsidiary will pay federal, state and local income tax at regular corporate rates on any income that it earns. In addition, the taxable REIT subsidiary rules limit the deductibility of interest paid or accrued by a taxable REIT subsidiary to its parent REIT to assure that the taxable REIT subsidiary is subject to an appropriate level of corporate taxation. The rules also impose a 100% excise tax on certain transactions between a taxable REIT subsidiary and its parent REIT that are not conducted on an arm’s-length basis. We cannot assure our stockholders that we will be able to comply with the 20% value limitation on ownership of taxable REIT subsidiary stock and securities on an ongoing basis so as to maintain REIT status or to avoid application of the 100% excise tax imposed on certain non-arm’s length transactions.

The ability of our board of directors to revoke our REIT qualification without stockholder approval may subject us to U.S. federal income tax and reduce our income.

Our charter authorizes our board of directors to revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is no longer in our best interest to continue to qualify as a REIT. While we believe we have qualified and intend to continue to qualify to be taxed as a REIT, we may terminate our REIT election if we determine that qualifying as a REIT is no longer in our best interests. For example, due to the terms and conditions of our existing loan agreements or any future extension or refinancing agreements entered into, we may determine that qualifying as a REIT is no longer in our best interests. If we cease to be a REIT, we would become subject to U.S. federal income tax on our taxable income and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on our operations and on the value of our common stock.

Generally, ordinary dividends payable by REITs do not qualify for the reduced tax rates applicable to qualified dividend income.

In general, the maximum tax rate for qualified dividends payable by C corporations to domestic stockholders that are individuals, trusts and estates is 20%. Ordinary dividends payable by REITs, however, are generally not eligible for this reduced rate. While this tax treatment does not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts or estates to perceive investments in REITs to be relatively less attractive than investments in stock of non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including our common stock. However, under the Tax Cuts and Jobs Act, Pub. L. No. 115-97, commencing with taxable years beginning on or after January 1, 2018 and continuing through 2025, individual taxpayers may be entitled to claim a deduction in determining their taxable income of 20% of ordinary REIT dividends (dividends other than capital gain dividends and dividends attributable to certain qualified dividend income received by us), which temporarily reduces the effective tax rate on such dividends. The deduction, if allowed in full, equates to a maximum effective U.S. federal income tax rate on ordinary REIT dividends of 29.6%. Without further legislation, this deduction would sunset after 2025. Our stockholders are urged to consult with their tax advisor regarding the effect of this change on their effective tax rate with respect to REIT dividends.

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Qualifying as a REIT involves highly technical and complex provisions of the Internal Revenue Code.

Qualification as a REIT involves the application of highly technical and complex Code provisions and the Treasury Regulations promulgated thereunder for which only limited judicial and administrative authorities exist. Even a technical or inadvertent violation could jeopardize our REIT qualification. Our continued qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. In addition, our ability to satisfy the requirements to qualify as a REIT depends in part on the actions of third parties over which we have no control or only limited influence, including in cases where we own an equity interest in an entity that is classified as a partnership or REIT for U.S. federal income tax purposes. Furthermore, new tax legislation, administrative guidance or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT.

The taxation of distributions to our stockholders can be complex; however, distributions that we make to our stockholders generally will be taxable as ordinary income, which may reduce your anticipated return from an investment in us.

Distributions that we make to our taxable stockholders to the extent of our current and accumulated earnings and profits (and not designated as capital gain dividends or qualified dividend income) generally will be taxable as ordinary income. However, a portion of our distributions may (i) be designated by us as capital gain dividends generally taxable as long-term capital gain to the extent that they are attributable to net capital gain recognized by us, (ii) be designated by us as qualified dividend income generally to the extent they are attributable to dividends we receive from non-REIT corporations, such as our taxable REIT subsidiaries, or (iii) constitute a return of capital generally to the extent that they exceed our current and accumulated earnings and profits as determined for U.S. federal income tax purposes. A return of capital distribution is not taxable, but has the effect of reducing the basis of a stockholder’s investment in our common stock.

We may be required to pay some taxes due to actions of a taxable REIT subsidiary which would reduce our cash available for distribution to you.

Any net taxable income earned directly by a taxable REIT subsidiary, or through entities that are disregarded for U.S. federal income tax purposes as entities separate from our taxable REIT subsidiaries, will be subject to federal and possibly state corporate income tax. In this regard, several provisions of the laws applicable to REITs and their subsidiaries ensure that a taxable REIT subsidiary will be subject to an appropriate level of U.S. federal income taxation. For example, a taxable REIT subsidiary may be limited in its ability to deduct certain interest payments made to an affiliated REIT. In addition, the REIT has to pay a 100% penalty tax on some payments that it receives or on some deductions taken by or payments made to a taxable REIT subsidiary if the economic arrangements between the REIT, the REIT’s customers, and the taxable REIT subsidiary are not comparable to similar arrangements between unrelated parties. Finally, some state and local jurisdictions may tax some of our income even though as a REIT we are not subject to U.S. federal income tax on that income because not all states and localities follow the U.S. federal income tax treatment of REITs. To the extent that we and our affiliates are required to pay federal, state and local taxes, this will reduce our income.

We may distribute our common stock in a taxable distribution, in which case you may sell shares of our common stock to pay tax on such distributions, and you may receive less in cash than the amount of the dividend that is taxable.

We may make taxable distributions that are payable in cash and common stock. Under IRS Revenue Procedure 2017-45, as a publicly offered REIT, we may give stockholders a choice, subject to various limits and requirements, of receiving a dividend in cash or in common stock of the REIT. As long as at least 20% of the total dividend is available in cash and certain other requirements are satisfied, the IRS will treat the stock distribution as a dividend (to the extent applicable rules treat such distribution as being made out of the REIT’s earnings and profits). This threshold has been temporarily reduced in the past, and may be reduced in the future, by IRS guidance. Taxable stockholders receiving stock will be required to include in income, as a dividend, the full value of such stock, to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay income taxes with respect to such dividends in excess of the cash dividends received. If a U.S. stockholder sells the stock it receives as a dividend to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock.

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Investments in other REITs and real estate partnerships could subject us to the tax risks associated with the tax status of such entities.

We may invest in the securities of other REITs and real estate partnerships. Such investments are subject to the risk that any such REIT or partnership may fail to satisfy the requirements to qualify as a REIT or a partnership, as the case may be, in any given taxable year. In the case of a REIT, such failure would subject such entity to taxation as a corporation, may require such REIT to incur indebtedness to pay its tax liabilities, may reduce its ability to make distributions to us, and may render it ineligible to elect REIT status prior to the fifth taxable year following the year in which it fails to so qualify. In the case of a partnership, such failure could subject such partnership to an entity level tax and reduce the entity’s ability to make distributions to us. In addition, such failures could, depending on the circumstances, jeopardize our ability to qualify as a REIT because we may then own more than 10% of the securities of an issuer that was neither a REIT, a qualified REIT subsidiary nor a taxable REIT subsidiary.

Non-U.S. stockholders will be subject to U.S. federal withholding tax and may be subject to U.S. federal income tax on distributions received from us and upon the disposition of our shares.

Subject to certain exceptions, distributions received from us will be treated as dividends of ordinary income to the extent of our current or accumulated earnings and profits. Such dividends ordinarily will be subject to U.S. withholding tax at a 30% rate, or such lower rate as may be specified by an applicable income tax treaty, unless the distributions are treated as “effectively connected” with the conduct by the non-U.S. stockholder of a U.S. trade or business. Pursuant to the Foreign Investment in Real Property Tax Act of 1980, or FIRPTA, capital gain distributions attributable to sales or exchanges of “U.S. real property interests,” or USRPIs, generally (subject to certain exceptions for “qualified foreign pension funds,” entities all the interests of which are held by “qualified foreign pension funds” and certain “qualified shareholders”) will be taxed to a non-U.S. stockholder as if such gain were effectively connected with a U.S. trade or business unless FIRPTA provides an exemption. However, a capital gain dividend will not be treated as effectively connected income if (i) the distribution is received with respect to a class of stock that is regularly traded on an established securities market located in the United States and (ii) the non-U.S. stockholder does not own more than 10% of the class of our stock at any time during the one-year period ending on the date the distribution is received. We do not anticipate that our shares will be “regularly traded” on an established securities market for the foreseeable future, and therefore, this exception is not expected to apply.

Gain recognized by a non-U.S. stockholder upon the sale or exchange of our common stock generally will not be subject to U.S. federal income taxation unless such stock constitutes a USRPI under FIRPTA (subject to specific FIRPTA exemptions for certain non-U.S. stockholders). Our common stock will not constitute a USRPI so long as we are a “domestically-controlled qualified investment entity.” A domestically-controlled qualified investment entity includes a REIT if at all times during a specified testing period, less than 50% in value of such REIT’s stock is held directly or indirectly by non-U.S. stockholders. Final Treasury regulations effective April 25, 2024 (the “Final Regulations”) modify the existing prior tax guidance relating to the manner in which we determine whether we are a domestically controlled REIT. These regulations provide a look through rule for our stockholders that are non-publicly traded partnerships, non-public REITs, non-public regulated investment companies, or domestic “C” corporations owned 50% or more directly or indirectly by foreign persons (“foreign-controlled domestic corporations”) and treat “qualified foreign pension funds” and “international organizations” as foreign persons for this purpose. The look-through rule in the Final Regulations applicable to foreign-controlled domestic corporations will not apply to a REIT for a period of up to ten years if the REIT is able to satisfy certain requirements during that time, including not undergoing a significant change in its ownership and not acquiring a significant amount of new U.S. real property interests, in each case since April 24, 2024, the date the Final Regulations were issued. If a REIT fails to satisfy such requirements during the ten-year period, the look-through rule in the Final Regulations applicable to foreign-controlled domestic corporations will apply to such REIT beginning on the day immediately following the date of such failure. We cannot predict when we will commence being subject to such look-through rule in the Final Regulations and we may not be able to satisfy the applicable requirements for the duration of the ten-year period. Prospective investors are urged to consult with their tax advisors regarding the application and impact of these rules. Even if we do not qualify as a domestically-controlled qualified investment entity at the time a non-U.S. stockholder sells or exchanges our common stock, gain arising from such a sale or exchange would not be subject to U.S. taxation under FIRPTA as a sale of a USRPI if: (a) our common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and (b) such non-U.S. stockholder owned, actually and constructively, 10% or less of our common stock at any time during the five-year period ending on the date of the sale. However, it is not anticipated that our common stock will be “regularly traded” on an established market. We encourage stockholders to consult their tax advisors to determine the tax consequences applicable to them if they are non-U.S. stockholders.

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We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility and reduce the price of our common stock.

Legislative, regulatory or administrative changes could be enacted or promulgated at any time, either prospectively or with retroactive effect, and may adversely affect us, our stockholders or our borrowers.

Further changes to the tax laws are possible. In particular, the federal income taxation of REITs may be modified, possibly with retroactive effect, by legislative, administrative or judicial action at any time. We anticipate that legislative and regulatory changes, including tax reform, may be likely in the 119th Congress, which convened in January 2025. There can be no assurance that future tax law changes will not increase income tax rates, impose new limitations on deductions, credits or other tax benefits, or make other changes that may adversely affect our business, cash flows or financial performance or the tax impact to a stockholder of an investment in our common stock.

Investors are urged to consult with their tax adviser with respect to the impact of any regulatory or administrative developments and proposals and their potential effect on an investment in our common stock.

Retirement Plan Risks

If the fiduciary of an employee benefit plan subject to ERISA (such as a profit sharing, Section 401(k) or pension plan) or an owner of a retirement arrangement subject to Section 4975 of the Internal Revenue Code (such as an individual retirement account (“IRA”)) fails to meet the fiduciary and other standards under ERISA or the Internal Revenue Code as a result of an investment in our stock, the fiduciary could be subject to penalties and other sanctions.

There are special considerations that apply to employee benefit plans subject to the Employee Retirement Income Security Act (“ERISA”) (such as profit sharing, Section 401(k) or pension plans) and other retirement plans or accounts subject to Section 4975 of the Internal Revenue Code (such as an IRA) or any entity whose assets include such assets (each a “Benefit Plan”) that are investing or have invested in our shares. Fiduciaries, IRA owners and other benefit plan investors investing or that have invested the assets of such a plan or account in our common stock should satisfy themselves that:

•the investment is consistent with their fiduciary and other obligations under ERISA and the Internal Revenue Code;

•the investment is made in accordance with the documents and instruments governing the plan or IRA, including the plan’s or account’s investment policy;

•the investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA and other applicable provisions of ERISA and the Internal Revenue Code;

•the investment in our shares, for which no trading market currently exists, is consistent with the liquidity needs of the plan or IRA;

•the investment will not produce an unacceptable amount of “unrelated business taxable income” for the plan or IRA;

•our stockholders will be able to comply with the requirements under ERISA and the Internal Revenue Code to value the assets of the plan or IRA annually; and

•the investment will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code.

With respect to the annual valuation requirements described above, we will provide an estimated value per share for our common stock annually to those fiduciaries (including IRA trustees and custodians) who request it. We can make no claim whether such estimated value per share will or will not satisfy the applicable annual valuation requirements under ERISA and the Internal Revenue Code. The Department of Labor or the Internal Revenue Service may determine that a plan fiduciary or a fiduciary acting for an IRA is required to take further steps to determine the value of our common stock. In the absence of an appropriate determination of value, a plan fiduciary or a fiduciary acting for an IRA may be subject to damages, penalties or other sanctions. For information regarding our estimated value per share, see Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Market Information” of this Annual Report on Form 10-K.

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Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA and the Internal Revenue Code may result in the imposition of civil and criminal penalties, and can subject the fiduciary to claims for damages or for equitable remedies, including liability for investment losses. In addition, if an investment in our shares constitutes a non-exempt prohibited transaction under ERISA or the Internal Revenue Code, the fiduciary or IRA owner who authorized or directed the investment may be subject to the imposition of excise taxes with respect to the amount invested. Additionally, the investment transaction may have to be undone. In the case of a prohibited transaction involving an IRA owner, the IRA may be disqualified as a tax-exempt account and all of the assets of the IRA may be deemed distributed and subjected to tax. ERISA plan fiduciaries and IRA owners should consult with counsel before making an investment in our shares.

If our assets are deemed to be plan assets, our advisor and we may be exposed to liabilities under Title I of ERISA and the Internal Revenue Code.

In some circumstances where an ERISA plan holds an interest in an entity, the assets of the entity are deemed to be ERISA plan assets unless an exception applies. This is known as the “look-through rule.” Under those circumstances, the obligations and other responsibilities of plan sponsors, plan fiduciaries and plan administrators, and of parties in interest and disqualified persons, under Title I of ERISA and Section 4975 of the Internal Revenue Code, as applicable, may be applicable, and there may be liability under these and other provisions of ERISA and the Internal Revenue Code. We believe that our assets should not be treated as plan assets because the shares should qualify as “publicly-offered securities” that are exempt from the look-through rules under applicable Treasury Regulations. We note, however, that because certain limitations are imposed upon the transferability of shares so that we may qualify as a REIT, and perhaps for other reasons, it is possible that this exemption may not apply. If that is the case, and if KBS Capital Advisors or we are exposed to liability under ERISA or the Internal Revenue Code, our performance and results of operations could be adversely affected. Stockholders should consult with their legal and other advisors concerning the impact of ERISA and the Internal Revenue Code on their investment and our performance.

We do not intend to provide investment advice to any potential investor for a fee. However, we, our advisor and our respective affiliates receive certain fees and other consideration disclosed herein in connection with an investment. If it were determined we provided a Benefit Plan investor with investment advice for a fee, it could give rise to a determination that we constitute an investment advice fiduciary under ERISA. Such a determination could give rise to claims that our fee arrangements constitute non-exempt prohibited transactions under ERISA or the Internal Revenue Code and/or claims that we have breached a fiduciary duty to a Benefit Plan investor. Adverse determinations with respect to ERISA fiduciary status or non-exempt prohibited transactions could result in significant civil penalties and excise taxes.

ITEM 1B. UNRESOLVED STAFF COMMENTS

We have no unresolved staff comments.

ITEM 1C. CYBERSECURITY

Risk Management and Strategy

As an externally managed company, our day-to-day operations are managed by our advisor and our executive officers under the oversight of our board of directors. As such, we rely on our advisor’s cybersecurity program, as discussed herein, for assessing, identifying, and managing material risks to our business from cybersecurity threats.

Our cybersecurity program, as implemented by our advisor and overseen by our board of directors, is fully integrated into our overall risk management system, and included as part of our information technology security incident response plan. The cybersecurity policies, standards, processes, and practices are based on recognized frameworks established by the National Institute of Standards and Technology (“NIST”). These processes include overseeing and identifying risks from cybersecurity threats associated with the use of third-party service providers.

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Our advisor conducts annual cybersecurity training to ensure all employees are aware of cybersecurity risks and conducts monthly phishing e-mail simulations. Annually, our advisor engages a third party to conduct penetration testing to assess our cybersecurity measures and to review our information security control environment and operating effectiveness. Our advisor also uses a third-party platform to monitor our information security continually. The results of such assessments and reviews are reported to the board of directors, and we adjust our cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments. In addition, our advisor evaluates key third-party service providers before granting the service provider access to its information systems and has a process in place to ensure that future access is appropriate. For any software platforms that are hosted by third parties, our advisor requires the vendor to maintain a System and Organization Controls (“SOC”) 1 or SOC 2 report. Our advisor maintains third-party cyber insurance and upon identification of a significant cyber incident, our advisor would notify its cyber insurance carrier and engage a third-party cyber forensic analysis vendor to assist in investigating and remediating the incident.

As of the date of this Annual Report, we are not aware of any risks from cybersecurity threats, including as a result of any cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. However, future incidents could have a material impact on our business strategy, results of operations, or financial condition. For additional information, see “Item 1A. Risk Factors – We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.”

Governance

Our board of directors is responsible for understanding the primary risks to our business, including risks from cybersecurity threats. The board of directors is responsible for reviewing our advisor’s cybersecurity policies with management and evaluating the adequacy of the program, compliance and controls with management.

Our advisor’s Information Technology Director reports at least annually to our board of directors and to our audit committee as appropriate. These presentations include developments in the cybersecurity space, including risk management practices, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends, and information security issues encountered by our peers and third parties. Our board of directors also receives prompt and timely information regarding any cybersecurity incidents that meets pre-established reporting thresholds, as well as ongoing updates regarding any such risk. These reports come from a member of our advisor’s Executive Committee, comprised of our advisor’s key executives and certain department leaders.

Our advisor has formed a Cyber Governance Committee (“CGC”), comprised of our advisor’s Chief Compliance Officer, Senior Vice President of Human Resources and Information Technology Director, to oversee cyber governance and to assess and manage, along with our advisor’s Chief Executive Officer (also our Chairman of the Board of Directors) and our advisor’s Chief Financial Officer (also our Chief Financial Officer), material risks, if any, from cybersecurity threats. The CGC meets quarterly to review incident summary reports, new threats, risks, industry and regulatory changes. Our advisor’s Chief Executive Officer and Chief Financial Officer and the CGC are informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents pursuant to criteria set forth in our incident response plan and related processes. In addition, our incident response plan and related processes provide for incident escalation procedures for any cybersecurity incidents that meets pre-established reporting thresholds.

Our advisor’s Information Technology Director and Executive Committee are responsible for our incident response plan and related processes designed to assess and manage material risks, if any, from cybersecurity threats. Our advisor’s Information Technology Director also coordinates with consultants, auditors and other third parties to assess and manage material risks, if any, from cybersecurity threats.

Our advisor’s Information Technology Director has over 15 years of prior management experience in digital technologies. He has over 10 years of experience in creating and implementing procedures for managing Payment Card Industries Security Standards (PCI), SOX Cybersecurity measures to include ransomware, email phishing, and data breaches, and bringing into effective action the five pillars of the NIST Cybersecurity Framework.

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ITEM 2. PROPERTIES

As of December 31, 2024, our real estate portfolio was composed of 13 office properties and one mixed-use office/retail property encompassing 6.4 million rentable square feet in the aggregate that were collectively 81% occupied with a weighted-average remaining lease term of 5.6 years. The following table provides summary information regarding the properties owned by us as of December 31, 2024:

Property<br><br>Location of Property	Date Acquired	Property Type	Rentable Square Feet	Total Real Estate at Cost (1) (in thousands)		Annualized Base Rent (2) (in thousands)		Average Annualized Base Rent per Square Foot (3)		Average Remaining Lease Term in Years	% of Total Assets		Occupancy
Town Center<br><br>Plano, TX	03/27/2012	Office	522,043	$	143,310	$	9,673	$	29.47	4.5	4.7	%	62.9	%
Gateway Tech Center<br><br>Salt Lake City, UT	05/09/2012	Office	210,938	37,388		6,274		31.39		4.8	1.3	%	94.8	%
60 South Sixth<br><br>Minneapolis, MN	01/31/2013	Office	710,332	115,520		9,884		19.16		6.9	6.2	%	72.6	%
Sterling Plaza<br><br>Dallas, TX	06/19/2013	Office	313,609	97,086		7,687		26.81		4.7	3.3	%	91.4	%
Accenture Tower<br><br>Chicago, IL	12/16/2013	Office	1,457,724	575,455		38,988		28.72		7.2	21.4	%	93.1	%
Ten Almaden<br><br>San Jose, CA	12/05/2014	Office	309,255	131,599		8,114		50.44		2.4	4.7	%	52.0	%
Towers at Emeryville<br><br>Emeryville, CA	12/23/2014	Office	593,484	223,697		17,597		51.56		3.3	8.2	%	57.5	%
3003 Washington Boulevard<br><br>Arlington, VA	12/30/2014	Office	211,054	154,814		11,804		61.29		8.5	5.8	%	91.2	%
Park Place Village<br><br>Leawood, KS	06/18/2015	Office/Retail	484,980	87,836		13,953		29.28		5.3	3.9	%	98.2	%
201 17th Street<br><br>Atlanta, GA	06/23/2015	Office	355,870	105,507		9,725		31.13		5.7	3.7	%	87.8	%
515 Congress<br><br>Austin, TX	08/31/2015	Office	267,956	137,475		7,767		37.65		4.3	5.3	%	77.0	%
The Almaden<br><br>San Jose, CA	09/23/2015	Office	416,126	193,133		17,936		55.32		3.3	7.5	%	77.9	%
3001 Washington Boulevard<br><br>Arlington, VA	11/06/2015	Office	94,836	60,999		5,189		54.71		5.3	2.4	%	100.0	%
Carillon<br><br>Charlotte, NC	01/15/2016	Office	488,277	181,104		13,833		35.16		4.7	7.2	%	80.6	%
			6,436,484	$	2,244,923	$	178,424	$	34.37	5.6			80.6	%

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(1) Total real estate at cost represents the total cost of real estate net of impairment charges and write-offs of fully depreciated/amortized assets.

(2) Annualized base rent represents annualized contractual base rental income as of December 31, 2024, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term.

(3) Average annualized base rent per square foot is calculated as the annualized base rent divided by the leased square feet.

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Portfolio Lease Expirations

The following table sets forth a schedule of expiring leases for our real estate portfolio by square footage and by annualized base rent as of December 31, 2024:

Year of Expiration	Number of Leases<br><br>Expiring	Annualized Base Rent Expiring (1)<br><br>(in thousands)		% of Portfolio Annualized Base Rent Expiring		Leased Square Feet Expiring	% of Portfolio Leased Square Feet Expiring
Month to Month	9	$	1,398	0.8	%	167,913	3.2	%
2025	77	16,641		9.3	%	461,555	8.9	%
2026	73	20,147		11.3	%	551,441	10.6	%
2027	81	24,347		13.6	%	744,081	14.3	%
2028	67	14,643		8.2	%	403,001	7.8	%
2029	53	21,401		12.0	%	526,847	10.2	%
2030	36	20,769		11.6	%	574,265	11.1	%
2031	17	6,713		3.8	%	201,115	3.9	%
2032	16	8,877		5.0	%	271,654	5.2	%
2033	11	5,659		3.2	%	183,814	3.5	%
2034	15	15,869		8.9	%	324,006	6.2	%
Thereafter	17	21,960		12.3	%	780,879	15.1	%
Total	472	$	178,424	100.0	%	5,190,571	100.0	%

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As of December 31, 2024, our portfolio’s highest tenant industry concentrations (greater than 10% of annualized base rent) were as follows:

Industry	Number of Tenants	Annualized Base Rent (1)<br><br>(in thousands)		Percentage of Annualized Base Rent
Finance	80	$	29,913	16.8	%
Legal Services	47	24,527		13.7	%
Management Consulting Services	11	18,942		10.6	%
		$	73,382	41.1	%

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As of December 31, 2024, no other tenant industries accounted for more than 10% of annualized base rent and no tenant accounted for more than 10% of the annualized base rent.

For more information about our real estate portfolio, see Part I, Item 1, “Business.”

ITEM 3. LEGAL PROCEEDINGS

From time to time, we are party to legal proceedings that arise in the ordinary course of our business. Management is not aware of any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition, nor are we aware of any such legal proceedings contemplated by government authorities.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND

ISSUER PURCHASES OF EQUITY SECURITIES

Stockholder Information

As of March 10, 2025, we had 148.5 million shares of common stock outstanding held by a total of approximately 29,149 stockholders. The number of stockholders is based on the records of SS&C Global Investor & Distribution Solutions, Inc., which serves as our transfer agent.

Market Information

There is no public trading market for the shares of our common stock and we do not anticipate that there will be a public trading market for our shares. We currently have no plans to list our shares on a national securities exchange. Until our shares are listed, if ever, our stockholders may not sell their shares unless the buyer meets the applicable suitability and minimum purchase requirements. Any sale must comply with applicable state and federal securities laws. In addition, our charter prohibits the ownership of more than 9.8% of our stock by a single person, unless exempted by our board of directors. Consequently, there is the risk that our stockholders may not be able to sell their shares at a time or price acceptable to them.

We provide an estimated value per share to assist broker-dealers that participated in our now-terminated initial public offering in meeting their customer account statement reporting obligations under FINRA Rule 2231. This valuation was performed in accordance with the provisions of and also to comply with the IPA Valuation Guidelines. For this purpose, we estimated the value of the shares of our common stock as $3.89 per share as of December 31, 2024. This estimated value per share is based on our board of directors’ approval on December 12, 2024 of an estimated value per share of our common stock of $3.89 based on the estimated value of our assets less the estimated value of our liabilities, or net asset value, divided by the number of shares outstanding, all as of September 30, 2024, with the exception of adjustments to our net asset value to give effect to (i) the change in the estimated value of our investment in units of the SREIT (SGX-ST Ticker: OXMU) as of November 14, 2024, (ii) the contractual sales price, net of closing credits and disposition costs, of one property that was sold on November 15, 2024 and (iii) estimated contractual loan financing fees and costs incurred for the period from October 1, 2024 through December 20, 2024. Other than these adjustments, there were no material changes between September 30, 2024 and December 20, 2024 to the net values of our assets and liabilities that impacted the overall estimated value per share.

The conflicts committee, composed solely of all of our independent directors, is responsible for the oversight of the valuation process used to determine the estimated value per share of our common stock, including the review and approval of the valuation and appraisal processes and methodologies used to determine our estimated value per share, the consistency of the valuation and appraisal methodologies with real estate industry standards and practices and the reasonableness of the assumptions used in the valuations and appraisals. With the approval of the conflicts committee, we engaged Kroll, LLC (“Kroll”), an independent third party real estate valuation firm, to provide (i) appraisals for 14 of our consolidated real estate properties owned as of September 30, 2024 (the “Appraised Properties”), (ii) an estimated value for our investment in units of the SREIT (described below) and (iii) a calculation of the range in estimated value per share of our common stock as of December 12, 2024. Kroll based this range in estimated value per share upon (i) its appraisals of the Appraised Properties, (ii) the contractual sales price, net of closing credits and disposition costs, of one property that was sold on November 15, 2024, (iii) its estimated value for our investment in units of the SREIT, (iv) estimated contractual loan financing fees and costs incurred for the period from October 1, 2024 through December 20, 2024 and (v) valuations performed by our advisor with respect to our cash, other assets, notes payable and other liabilities, which are disclosed in our Quarterly Report on Form 10-Q for the period ended September 30, 2024. The appraisal reports Kroll prepared summarized the key inputs and assumptions involved in the appraisal of each of the Appraised Properties. The methodologies and assumptions used to determine the estimated value of our assets and the estimated value of our liabilities are described further below.

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The conflicts committee reviewed Kroll’s valuation report, which included an appraised value for each of the Appraised Properties, the contractual sales price, net of closing credits and disposition costs, of one property that was sold on November 15, 2024, an estimated value of our investment in units of the SREIT, estimated contractual loan financing fees and costs incurred for the period from October 1, 2024 through December 20, 2024, and a summary of the estimated value of each of our other assets and our liabilities as determined by our advisor and reviewed by Kroll. In light of the valuation report and other factors considered by the conflicts committee and the conflicts committee’s own extensive knowledge of our assets and liabilities, the conflicts committee: (i) concluded that the range in estimated value per share of $3.38 to $4.43, with an approximate mid-range value of $3.89 per share, as determined by Kroll and recommended by our advisor, which approximate mid-range value was based on Kroll’s appraisals of the Appraised Properties, the contractual sales price, net of closing credits and disposition costs, of one property that was sold on November 15, 2024, Kroll’s valuation of our investment in units of the SREIT, estimated contractual loan financing fees and costs incurred for the period from October 1, 2024 through December 20, 2024, and valuations performed by our advisor of our cash, other assets, notes payable and other liabilities, was reasonable and (ii) recommended to our board of directors that it adopt $3.89 as the estimated value per share of our common stock, which estimated value per share is based on those factors discussed in (i) above. Our board of directors unanimously agreed to accept the recommendation of the conflicts committee and approved $3.89 as the estimated value per share of our common stock, which determination is ultimately and solely the responsibility of the board of directors.

The table below sets forth the calculation of our estimated value per share as of December 12, 2024 as well as the calculation of our prior estimated value per share as of December 12, 2023. Kroll was not responsible for the determination of the estimated value per share as of December 12, 2024 or December 12, 2023, respectively.

	December 12, 2024<br><br>Estimated Value<br><br>per Share		December 12, 2023<br><br>Estimated Value<br><br>per Share (1)		Change in<br><br>Estimated Value<br><br>per Share
Real estate properties (2)	$	14.51	$	16.41	$	(1.90)
Investment in SREIT units	0.19		0.18		0.01
Cash, restricted cash and cash equivalents	0.31		0.30		0.01
Other assets	0.15		0.41		(0.26)
Notes payable (3)	(10.69)		(11.15)		0.46
Other liabilities	(0.58)		(0.55)		(0.03)
Estimated value per share	$	3.89	$	5.60	$	(1.71)
Estimated enterprise value premium	None assumed		None assumed		None assumed
Total estimated value per share	$	3.89	$	5.60	$	(1.71)

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(1) The December 12, 2023 estimated value per share was based upon a calculation of the range in estimated value per share of our common stock as of December 12, 2023 by Kroll and the recommendation of our advisor. Kroll based this range in estimated value per share upon (i) its appraisals of 15 of our consolidated real estate properties as of September 30, 2023, (ii) the estimated sale price based on offers received for one property that was being marketed for sale, (iii) its estimated value for our investment in units of the SREIT as of November 15, 2023, (iv) a valuation performed by our advisor of an office property located in San Francisco, California (“201 Spear Street”) owned by us as of September 30, 2023, and (v) valuations performed by our advisor with respect to our cash, other assets, notes payable and other liabilities as of September 30, 2023. For more information relating to the December 12, 2023 estimated value per share and the assumptions and methodologies used by Kroll and our advisor, see Part II, Item 5 of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 19, 2024.

(2) The estimated value of the Appraised Properties and the property sold on November 15, 2024 was $2.2 billion. The decrease in the estimated value of real estate properties per share was primarily due to an overall decrease in the value of the Appraised Properties as a result of the ongoing challenges affecting the U.S. commercial real estate industry, especially as it pertains to commercial office buildings, and the current elevated interest rate environment, a decrease in the value of the property sold on November 15, 2024, which was valued at its contractual sales price, net of closing credits and disposition costs, and the disposition of the 201 Spear Street property in connection with the Deed-in-Lieu Transaction (see note 3 below).

(3) In December 2023, the borrower under the 201 Spear Street Mortgage Loan (the “Spear Street Borrower”) entered into a deed-in-lieu of foreclosure transaction (the “Deed-in-Lieu Transaction”) with the lender under the 201 Spear Street Mortgage Loan (the “Spear Street Lender”). On January 9, 2024, the Spear Street Lender transferred the title of the 201 Spear Street property to a third-party buyer of the 201 Spear Street Mortgage Loan. To estimate the fair value of the 201 Spear Street Mortgage Loan for the December 12, 2023 estimated value per share, we wrote down the value of the debt to approximate the fair value of the real estate property, after giving consideration to other assets and liabilities. As such, there was no impact to our December 12, 2024 estimated value per share as a result of the Deed-in-Lieu Transaction as the change in notes payable per share related to the 201 Spear Mortgage Loan and change in real estate properties per share related to the 201 Spear Street property disposition net to zero.

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The decrease in our estimated value per share from the previous estimate was primarily due to the items noted in the table below, which reflect the significant contributors to the decrease in the estimated value per share from $5.60 to $3.89. The changes are not equal to the change in values of each asset and liability group presented in the table above due to the Deed-in-Lieu Transaction related to 201 Spear Street (described in note 3 above), changes in the amount of shares outstanding, debt financings and other factors, which caused the value of certain asset or liability groups to change with no impact to our fair value of equity or the overall estimated value per share.

	Change in Estimated Value per Share
December 12, 2023 estimated value per share	$	5.60
Changes to estimated value per share
Investments
Real estate	(1.12)
Investment in SREIT units	0.01
Capital expenditures on real estate	(0.36)
Total change related to investments	(1.47)
Modified operating cash flows (1)	0.12
Interest rate swaps	(0.26)
Loan financing fees (2)	(0.11)
Other changes, net	0.01
Total change in estimated value per share	$	(1.71)
December 12, 2024 estimated value per share	$	3.89

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(1) Modified operating cash flows reflect modified funds from operations (“MFFO”) adjusted to add back the amortization of deferred financing costs. We compute MFFO in accordance with the definition included in the practice guideline issued by the IPA in November 2010.

(2) Includes $16.5 million of estimated contractual loan financing fees and costs incurred by us for the period from October 1, 2023 to December 20, 2024, including $7.5 million of estimated contractual loan financing fees and costs incurred for the period from October 1, 2024 through December 20, 2024 related to the refinancing of the Accenture Tower Revolving Loan, the Amended and Restated Portfolio Loan Facility, the 3001 & 3003 Washington Mortgage Loan and the Credit Facility.

As with any valuation methodology, the methodologies used are based upon a number of estimates and assumptions that may not be accurate or complete. Different parties using different assumptions and estimates could derive a different estimated value per share of our common stock, and this difference could be significant. The estimated value per share is not audited and does not represent the fair value of our assets less the fair value of our liabilities according to U.S. generally accepted accounting principles (“GAAP”), nor does it represent a liquidation value of our assets and liabilities or the price at which our shares of common stock would trade on a national securities exchange. The estimated value per share does not reflect a discount for the fact that we are externally managed, nor does it reflect a real estate portfolio premium/discount versus the sum of the individual property values. The estimated value per share also does not take into account estimated disposition costs and fees for real estate properties that were not under contract to sell as of December 12, 2024, debt prepayment penalties that could apply upon the prepayment of certain of our debt obligations, the impact of restrictions on the assumption of debt or swap breakage fees that may be incurred upon the termination of certain of our swaps prior to expiration. We have generally incurred disposition costs and fees related to the sale of each real estate property since inception of 0.8% to 2.9% of the gross sales price less concessions and credits, with the weighted average being approximately 1.5%. The estimated value per share also does not take into consideration any financing and refinancing costs subsequent to December 20, 2024. See “—Limitations of and Risks Related to the Estimated Value per Share” below.

As of December 12, 2024, we had no potentially dilutive securities outstanding that would impact the estimated value per share of our common stock.

Our estimated value per share takes into consideration any potential liability related to a subordinated participation in cash flows our advisor is entitled to upon meeting certain stockholder return thresholds in accordance with the advisory agreement. For purposes of determining the estimated value per share, our advisor calculated the potential liability related to this incentive fee based on a hypothetical liquidation of the assets and liabilities at their estimated fair values, after considering the impact of any potential closing costs and fees related to the disposition of real estate properties, and determined that there would be no liability related to the subordinated participation in cash flows at that time.

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Methodology

Our goal for the valuation was to arrive at a reasonable and supportable estimated value per share, using a process that was designed to be in compliance with the IPA Valuation Guidelines and using what we and our advisor deemed to be appropriate valuation methodologies and assumptions. The following is a summary of the valuation and appraisal methodologies, assumptions and estimates used to value our assets and liabilities:

Independent Valuation Firm

Kroll(1) was selected by our advisor and approved by our conflicts committee and board of directors to appraise each of the Appraised Properties, to provide an estimated value of our investment in units of the SREIT and to provide a calculation of the range in estimated value per share of our common stock as of December 12, 2024. Kroll is engaged in the business of appraising commercial real estate properties and is not affiliated with us or our advisor. The compensation we paid to Kroll was based on the scope of work and not on the appraised values of the Appraised Properties or the estimated value of our investment in units of the SREIT.

Real Estate

Appraisals

Kroll performed the appraisals in accordance with the Code of Ethics and the Uniform Standards of Professional Appraisal Practice, or USPAP, and the real estate appraisal industry standards created by The Appraisal Foundation, as well as the requirements of the state where each real property is located. Each appraisal was reviewed, approved and signed by an individual with the professional designation of MAI (Member of the Appraisal Institute). The use of the reports is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives.

Kroll collected all reasonably available material information that it deemed relevant in appraising the Appraised Properties. Kroll obtained property-level information from our advisor, including (i) property historical and projected operating revenues and expenses; (ii) property lease agreements; and (iii) information regarding recent or planned capital expenditures. Kroll reviewed and relied in part on the property-level information provided by our advisor and considered this information in light of its knowledge of each property’s specific market conditions.

In conducting its investigation and analyses, Kroll took into account customary and accepted financial and commercial procedures and considerations as it deemed relevant. Although Kroll reviewed information supplied or otherwise made available by us or our advisor for reasonableness, it assumed and relied upon the accuracy and completeness of all such information and of all information supplied or otherwise made available to it by any other party and did not independently verify any such information. With respect to operating or financial forecasts and other information and data provided to or otherwise reviewed by or discussed with Kroll, Kroll assumed that such forecasts and other information and data were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of our management and/or our advisor. Kroll relied on us to advise it promptly if any information previously provided became inaccurate or was required to be updated during the period of its review.

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(1) Kroll is actively engaged in the business of appraising commercial real estate properties similar to those owned by us in connection with public securities offerings, private placements, business combinations and similar transactions. We engaged Kroll to prepare appraisal reports for each of the Appraised Properties, to provide an estimated value of our investment in units of the SREIT and to provide a calculation of the range in estimated value per share of our common stock and Kroll received fees upon the delivery of such reports and the calculation of the range in estimated value per share of our common stock. In addition, we have agreed to indemnify Kroll against certain liabilities arising out of this engagement. In the two years prior to the date of this filing, Kroll and its affiliates have provided a number of commercial real estate, appraisal, valuation and financial advisory services for our affiliates and have received fees in connection with such services. Kroll and its affiliates may from time to time in the future perform other commercial real estate, appraisal, valuation and financial advisory services for us and our affiliates in transactions related to the properties that are the subjects of the appraisals, so long as such other services do not adversely affect the independence of the applicable Kroll appraiser as certified in the applicable appraisal report.

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In performing its analyses, Kroll made numerous other assumptions as of various points in time with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond its and our control, as well as certain factual matters. For example, unless specifically informed to the contrary, Kroll assumed that we had clear and marketable title to each of the Appraised Properties, that no title defects existed, that any improvements were made in accordance with law, that no hazardous materials were present or had been present previously, that no deed restrictions existed, and that no changes to zoning ordinances or regulations governing use, density or shape were pending or being considered. Furthermore, Kroll’s analyses, opinions and conclusions were necessarily based upon market, economic, financial and other circumstances and conditions existing as of or prior to the date of the appraisals, and any material change in such circumstances and conditions may affect Kroll’s analyses and conclusions. Kroll’s appraisal reports contain other assumptions, qualifications and limitations that qualify the analyses, opinions and conclusions set forth therein. Furthermore, the prices at which the Appraised Properties may actually be sold could differ from their appraised values. See “—Limitations of and Risks Related to the Estimated Value per Share” below.

Although Kroll considered any comments to its appraisal reports received from us or our advisor, the appraised values of the Appraised Properties were determined by Kroll. The appraisal reports for the Appraised Properties are addressed solely to us to assist in the calculation of the range in estimated value per share of our common stock. The appraisal reports are not addressed to the public and may not be relied upon by any other person to establish an estimated value per share of our common stock and do not constitute a recommendation to any person to purchase or sell any shares of our common stock. In preparing its appraisal reports, Kroll did not solicit third-party indications of interest for the Appraised Properties. In preparing its appraisal reports and in calculating the range in estimated value per share of our common stock, Kroll did not, and was not requested to, solicit third-party indications of interest for our common stock in connection with possible purchases thereof or the acquisition of all or any part of us.

The foregoing is a summary of the standard assumptions, qualifications and limitations that generally apply to Kroll’s appraisal reports. All of Kroll’s appraisal reports, including the analyses, opinions and conclusions set forth in such reports, are qualified by the assumptions, qualifications and limitations set forth in the respective appraisal reports.

Real Estate Valuation

As of September 30, 2024, we owned 15 real estate properties (consisting of 14 office properties and one mixed-use office/retail property). Kroll appraised each of our real estate properties, with the exception of Preston Commons, an office property that was sold on November 15, 2024 and valued at its contractual sales price, net of closing credits and disposition costs. Kroll appraised each of the Appraised Properties using various methodologies including the direct capitalization approach, discounted cash flow analyses and sales comparison approach and relied primarily on a discounted cash flow analyses for the final appraisal of each of the Appraised Properties. Kroll calculated the discounted cash flow value of each of the Appraised Properties using property-level cash flow estimates, terminal capitalization rates and discount rates that fall within ranges it believes would be used by similar investors to value the Appraised Properties, based on recent comparable market transactions adjusted for unique properties and market-specific factors.

Our 15 real estate properties were acquired for a total purchase price of $2.0 billion, including $28.2 million of acquisition fees and acquisition expenses, and as of September 30, 2024, we had invested $810.5 million in capital expenses and tenant improvements in these properties. The total appraised value of the Appraised Properties as of September 30, 2024 was $2.0 billion. Based on the appraisal and valuation methodologies described above, the estimated value of our 15 real estate properties, including the estimated value for Preston Commons, used in the December 12, 2024 estimated value per share was $2.2 billion which, when compared to the total purchase price plus subsequent capital improvements through September 30, 2024 of $2.8 billion, results in an overall decrease in the estimated value of these properties of approximately 22.9%.

The following table summarizes the key assumptions that Kroll used in the discounted cash flow analyses to arrive at the appraised value of the Appraised Properties:

	Range in Values	Weighted-Average Basis
Terminal capitalization rate	7.25% to 8.75%	7.85%
Discount rate	8.00% to 9.75%	9.11%
Net operating income compounded annual growth rate (1)	(1.28)% to 18.34%	5.07%

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(1) The net operating income compounded annual growth rates (the “CAGRs”) reflect both the contractual and market rents and reimbursements (in cases where the contractual lease period is less than the valuation period of the property) net of expenses over the valuation period for each of the properties. The range of CAGRs shown is the constant annual rate at which the net operating income is projected to grow to reach the net operating income in the final year of the hold period for each of the properties and can be significantly impacted by current occupancy at the properties. For appraised properties over 90% occupied, the CAGR range is (1.28)% to 4.15% with a weighted average CAGR of 2.74%.

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While we believe that Kroll’s assumptions and inputs are reasonable, a change in these assumptions and inputs would significantly impact the appraised value of the Appraised Properties and thus, our estimated value per share. The table below illustrates the impact on our estimated value per share if the terminal capitalization rates or discount rates Kroll used to appraise the Appraised Properties were adjusted by 25 basis points, assuming all other factors remain unchanged. Additionally, the table below illustrates the impact on our estimated value per share if these terminal capitalization rates or discount rates were adjusted by 5% in accordance with the IPA Valuation Guidelines, assuming all other factors remain unchanged:

	Increase (Decrease) on the Estimated Value per Share due to
	Decrease of 25 basis points		Increase of 25 basis points		Decrease of 5%		Increase of 5%
Terminal capitalization rate	$	0.27	$	(0.26)	$	0.41	$	(0.38)
Discount rate	0.26		(0.26)		0.47		(0.46)

Finally, a 1% increase in the appraised value of the Appraised Properties would result in a $0.13 increase in our estimated value per share and a 1% decrease in the appraised value of the Appraised Properties would result in a decrease of $0.14 to our estimated value per share, assuming all other factors remain unchanged.

Investment in the SREIT

As of September 30, 2024, we owned 237,426,088 units of the SREIT (SGX-ST Ticker: OXMU), a Singapore real estate investment trust listed on the SGX-ST, which represented 18.2% of the outstanding units of the SREIT at that time.

We engaged Kroll to value our investment in units of the SREIT as of November 14, 2024 based on the SGX-ST trading price of the units of the SREIT as of closing on November 14, 2024 less a discount to account for holding period risk due to the quantity of units held by us relative to the normal level of trading volume in the SREIT units (“blockage”). Kroll estimated the percentage discount for the holding period risk applicable to our holdings as the quotient of the value of a hypothetical series of at-the-money put options relative to the freely traded market value of our holdings (i.e., the average of the high and low trading prices of the units times the number of units held by us), where each such put option corresponds to one of the expected future sales of such units in the public market over a period of time in which we could reasonably sell such units if desired, given the constraints imposed by blockage. Ultimately, the discount for the holding period risk may be attributable to blockage, which constrains the rate at which the holder can sell the subject units into a public market without upsetting the market’s equilibrium. Kroll’s analysis of the discount for the holding period risk applicable to our holdings had three elements: (i) analysis of trading volume in the SREIT’s units and the shares of other listed REITs in order to estimate the quantity of units that might be saleable by us in the public market; (ii) an estimate of the expected future price volatility of the SREIT’s units, which is the key variable in the valuation of the hypothetical series of put options; and (iii) application of the Black-Scholes model in the valuation of the series of put options. Based on its analysis, the estimated value of the units of the SREIT held by us as of November 14, 2024 was $28.4 million. We acquired 215,841,899 of our 237,426,088 units of the SREIT on July 19, 2019, at an aggregate purchase price of $189.9 million. On March 28, 2024, the SREIT issued an additional unit for every 10 existing units held by its unitholders as of March 4, 2024, increasing our investment in the units of the SREIT to 237,426,088 units.

While we believe that Kroll’s assumptions and inputs are reasonable, a change in these assumptions and inputs would significantly impact the estimated value of the units of the SREIT held by us and thus, our estimated value per share. If the volatility rate Kroll used to value these units was adjusted by 5% in accordance with the IPA Valuation Guidelines, assuming all other factors remain unchanged, there would be no material impact to our estimated value per share.

Notes Payable

The estimated values of our notes payable are equal to the GAAP fair values disclosed in our Quarterly Report on Form 10-Q for the period ended September 30, 2024, but do not equal the book value of the loans in accordance with GAAP. Our advisor estimated the values of our notes payable using a discounted cash flow analysis. The discounted cash flow analysis was based on projected cash flow over the remaining loan terms and on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements.

As of September 30, 2024, the GAAP fair value and the carrying value of our notes payable were $1.6 billion and $1.6 billion, respectively. The weighted-average discount rate applied to the future estimated debt payments was approximately 7.7%. Our notes payable had a weighted-average remaining term of 0.5 years as of September 30, 2024.

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The table below illustrates the impact on our estimated value per share if the discount rates our advisor used to value our notes payable were adjusted by 25 basis points, assuming all other factors remain unchanged. Additionally, the table below illustrates the impact on our estimated value per share if these discount rates were adjusted by 5% in accordance with the IPA Valuation Guidelines, assuming all other factors remain unchanged:

	Increase (Decrease) on the Estimated Value per Share due to
	Decrease of 25 basis points		Increase of 25 basis points		Decrease of 5%		Increase of 5%
Discount rate	$	(0.02)	$	0.01	$	(0.02)	$	0.01

Other Assets and Liabilities

The carrying values of a majority of our other assets and liabilities are considered to equal their fair value due to their short maturities or liquid nature. Certain balances, such as straight-line rent receivables, lease intangible assets and liabilities, accrued capital expenditures, deferred financing costs, unamortized lease commissions and unamortized lease incentives, have been eliminated for the purpose of the valuation due to the fact that the value of those balances was already considered in the valuation of the related asset or liability.

Limitations of and Risks Related to the Estimated Value per Share

As mentioned above, we provided this estimated value per share to assist broker-dealers that participated in our now-terminated initial public offering in meeting their customer account statement reporting obligations. The estimated value per share set forth above first appeared on the December 31, 2024 customer account statements that were mailed in January 2025. This valuation was performed in accordance with the provisions of and also to comply with the IPA Valuation Guidelines. As with any valuation methodology, the methodologies used are based upon a number of estimates and assumptions that may not be accurate or complete. Different parties with different assumptions and estimates could derive a different estimated value per share of our common stock, and this difference could be significant. The estimated value per share is not audited and does not represent the fair value of our assets less the fair value of our liabilities according to GAAP.

Accordingly, with respect to the estimated value per share, we can give no assurance that:

•a stockholder would be able to resell his or her shares at our estimated value per share;

•a stockholder would ultimately realize distributions per share equal to our estimated value per share upon liquidation of our assets and settlement of our liabilities or a sale of our company;

•our shares of common stock would trade at the estimated value per share on a national securities exchange;

•another independent third-party appraiser or third-party valuation firm would agree with our estimated value per share; or

•the methodology used to determine our estimated value per share would be acceptable to FINRA or for compliance with ERISA reporting requirements.

Further, the estimated value per share is based on the estimated value of our assets less the estimated value of our liabilities, divided by the number of shares outstanding, all as of September 30, 2024, with the exception of adjustments to our net asset value to give effect to (i) the change in the estimated value of our investment in units of the SREIT (SGX-ST Ticker: OXMU) as of November 14, 2024, (ii) the contractual sales price, net of closing credits and disposition costs, of one property that was sold on November 15, 2024 and (iii) estimated contractual loan financing fees and costs incurred for the period from October 1, 2024 through December 20, 2024. Other than these adjustments, there were no material changes between September 30, 2024 and December 20, 2024 to the net values of our assets and liabilities that impacted the overall estimated value per share, and we did not make any other adjustments to the estimated value per share from the date of the valuations above, including any adjustments relating to, among others, net operating income earned. However, valuations for U.S. office properties continue to fluctuate due to weakness in the current real estate capital markets and the lack of transaction volume for U.S. office properties, increasing the uncertainty of valuations in the current market environment. The valuation of our investment in the SREIT is also subject to increased uncertainty. Due to the disruptions in the financial markets, the trading price of the common units of the SREIT has experienced substantial volatility and has been significantly impacted by the market sentiment for stock with significant investment in U.S. office buildings.

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For more information see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Going Concern Considerations.”

Our estimated value per share does not reflect a discount for the fact that we are externally managed, nor does it reflect a real estate portfolio premium/discount versus the sum of the individual property values. Our estimated value per share does not take into account estimated disposition costs and fees for real estate properties that were not under contract to sell as of December 12, 2024, debt prepayment penalties that could apply upon the prepayment of certain of our debt obligations, the impact of restrictions on the assumption of debt or swap breakage fees that may be incurred upon the termination of certain of our swaps prior to expiration. We have generally incurred disposition costs and fees related to the sale of each real estate property since inception of 0.8% to 2.9% of the gross sales price less concessions and credits, with the weighted average being approximately 1.5%. The estimated value per share does not take into consideration any financing and refinancing costs subsequent to December 12, 2024. We currently expect to utilize an independent valuation firm to update our estimated value per share no later than December 2025.

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Historical Estimated Values per Share

The historical reported estimated values per share of our common stock approved by the board of directors are set forth below:

Estimated Value per Share	Effective Date of Valuation	Filing with the Securities and Exchange Commission
5.60	December 12, 2023	Part II, Item 5 of our Annual Report on Form 10-K for the Year Ended<br><br>December 31, 2023, filed March 19, 2024
9.00	September 28, 2022	Part II, Item 5 of our Annual Report on Form 10-K for the Year Ended<br><br>December 31, 2022, filed March 13, 2023
10.78	November 1, 2021	Part II, Item 5 of our Annual Report on Form 10-K for the Year Ended<br><br>December 31, 2021, filed March 31, 2022
10.77	May 13, 2021	Current Report on Form 8-K, filed with the SEC on May 14, 2021
10.74	December 7, 2020	Part II, Item 5 of our Annual Report on Form 10-K for the Year Ended<br><br>December 31, 2020, filed March 12, 2021
11.65	December 4, 2019	Part II, Item 5 of our Annual Report on Form 10-K for the Year Ended December 31, 2019, filed March 6, 2020
12.02	December 3, 2018	Part II, Item 5 of our Annual Report on Form 10-K for the Year Ended December 31, 2018, filed March 14, 2019
11.73	December 6, 2017	Part II, Item 5 of our Annual Report on Form 10-K for the Year Ended December 31, 2017, filed March 8, 2018
10.63	December 9, 2016	Part II, Item 5 of our Annual Report on Form 10-K for the Year Ended December 31, 2016, filed March 13, 2017
10.04	December 8, 2015	Part II, Item 5 of our Annual Report on Form 10-K for the Year Ended December 31, 2015, filed March 14, 2016
9.42	December 9, 2014	Part II, Item 5 of our Annual Report on Form 10-K for the Year Ended December 31, 2014, filed March 9, 2015
9.29	May 5, 2014	Supplement no. 3 to our prospectus dated April 25, 2014 (Registration No. 333-164703), filed May 6, 2014

All values are in US Dollars.

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(1) Excluding the special dividend, our estimated value per share of common stock would have been $12.45.

(2) Determined solely to be used as a component in calculating the offering prices in our now-terminated primary initial public offering.

Distribution Information

If and when we pay distributions, we will likely fund distributions from the sale of assets.

We have elected to be taxed as a REIT under the Internal Revenue Code and we intend to operate in such a manner. To maintain our qualification as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our REIT taxable income (computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP).

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During 2023, we declared distributions based on a monthly record date for each month during the period commencing January 2023 through June 2023. We paid distributions for all record dates of a given month on or about the first business day of the following month. Distributions declared during 2023, aggregated by quarter, are as follows (dollars in thousands, except per share amounts):

	2023
	1st Quarter		2nd Quarter		3rd Quarter		4th Quarter		Total
Total Distributions Declared	$	17,073	$	17,121	$	—	$	—	$	34,194
Total Per Share Distribution (1) (2)	$	0.115	$	0.115	$	—	$	—	$	0.230

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(1) Distributions declared per common share assumes each share was issued and outstanding each day that was a monthly record date for distributions during the period presented.

(2) For each monthly record date for distributions during the period from January 1, 2023 through June 30, 2023, distributions were calculated at a rate of $0.03833333 per share.

The tax composition of our distributions declared for the year ended 2023 was as follows:

	2023
Ordinary Income	—	%
Capital Gain	—	%
Return of Capital	100	%
Total	100	%

Use of Proceeds from Sales of Registered Securities and Unregistered Sales of Equity Securities

During the year ended December 31, 2024, we did not sell any equity securities that were not registered under the Securities Act of 1933.

Amended and Restated Share Redemption Program

Due to certain restrictions and covenants included in our loan agreements as a result of refinancing certain of our debt facilities, we do not expect to redeem any shares of common stock until certain loans are repaid or refinanced. One of the loans with these restrictions has a current maturity of January 2027 but may be extended subject to the terms and conditions of the loan agreement. As a result, on March 15, 2024, our board of directors terminated our share redemption program. We did not redeem or repurchase any shares of our common stock during the year ended December 31, 2024

ITEM 6. [RESERVED]

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and the notes thereto. Also see “Forward-Looking Statements” and “Summary Risk Factors” preceding Part I and Part I, Item 1A, “Risk Factors.”

Overview

We were formed on December 22, 2009 as a Maryland corporation that elected to be taxed as a REIT beginning with the taxable year ended December 31, 2011 and we intend to continue to operate in such a manner. We conduct our business primarily through our Operating Partnership, of which we are the sole general partner. Subject to certain restrictions and limitations, our business is managed by our advisor pursuant to an advisory agreement and our advisor conducts our operations and manages our portfolio of real estate investments. Our advisor owns 20,857 shares of our common stock. We have no paid employees.

Going Concern Considerations

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Continued disruptions in the financial markets and economic uncertainty impacting the U.S. commercial real estate industry could further impact our ability to implement our business strategy and continue as a going concern. Overall, there remains significant uncertainty regarding the timing and duration of the economic recovery, which precludes any prediction as to the ultimate adverse impact the current disruptions in the markets may have on our business. Potential long-term changes in customer behavior, such as continued work-from-home arrangements, could materially and negatively impact the future demand for office space, further adversely impacting our operations.

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Market Outlook – Real Estate and Real Estate Finance Markets

Volatility in global financial markets and changing political environments can cause fluctuations in the performance of the U.S. commercial real estate markets. Declines in rental rates, slower or potentially negative net absorption of leased space, increased rental concessions, including free rent to renew tenants early, to retain tenants who are up for renewal or to attract new tenants, may result in decreases in cash flows from investment properties. Further, revenues from our properties have decreased and could continue to decrease due to a reduction in occupancy (caused by factors including, but not limited to, tenant defaults, tenant insolvency, early termination of tenant leases and non-renewal of existing tenant leases), increased rent deferrals or abatements, tenants being unable to pay their rent and/or lower rental rates. Increases in the cost of financing due to higher interest rates and higher market interest rate spreads has prevented us from refinancing debt obligations at terms as favorable as the terms of the debt we were refinancing. Further, increases in interest rates increase the amount of our debt payments on our variable rate debt to the extent the interest rates on such debt are not fixed through interest rate swap agreements or limited by interest rate caps. Market conditions can change quickly, potentially negatively impacting the value of real estate investments. The current challenging interest rate environment and low level of financing available in the current environment have had a downward impact on real estate values, especially for commercial office buildings, and these factors have significantly impacted the amount of transaction activity in the commercial real estate market and made valuing such assets increasingly difficult. Management continuously reviews our investment and debt financing strategies to optimize our portfolio and the cost of our debt exposure in this challenging environment.

Liquidity and Capital Resources

As described above under “—Going Concern Considerations,” our management determined that substantial doubt exists about our ability to continue as a going concern for at least a year from the date of the issuance of our financial statements. Our principal demands for funds during the short and long-term are and will be for payments (including maturity payments and required principal paydowns) under debt obligations and operating expenses, capital expenditures and general and administrative expenses. As discussed below, due to certain restrictions and covenants included in our loan agreements as a result of refinancing certain of our debt facilities, we do not expect to pay any dividends or distributions or redeem any shares of common stock until certain loans are repaid or refinanced. One of the loans with these restrictions has a current maturity of January 2027 but may be extended subject to the terms and conditions of the loan agreement. Our primary sources of capital for meeting our cash requirements are as follows:

•Cash flow generated by our real estate and real estate-related investments;

•Debt financings (including any amounts currently available under existing loan facilities); and

•Proceeds from the sale of our real estate properties and real estate-related investments.

Our real estate properties generate cash flow in the form of rental revenues and tenant reimbursements, which are reduced by operating expenditures, capital expenditures, debt service payments, the payment of asset management fees and corporate general and administrative expenses. Cash flow from operations from our real estate properties is primarily dependent upon the occupancy level of our portfolio, the net effective rental rates on our leases, the collectability of rent and operating recoveries from our tenants and how well we manage our expenditures. Due to uncertainties in the U.S. office real estate market, most notably in the greater San Francisco Bay Area where we own certain assets, our cash flows have been and we anticipate that our future cash flows from operations may be impacted due to lease rollover and reduced demand for office space.

We have also made a significant investment in the common units of the SREIT. Our investment in the equity securities of the SREIT generates cash flow in the form of dividend income, and dividends are typically declared and paid on a semi-annual basis, though dividends are not guaranteed. As of December 31, 2024, we held 237,426,088 units of the SREIT which represented 18.2% of the outstanding units of the SREIT as of that date. Due to the disruptions in the financial markets discussed above, since early March 2020, the trading price of the common units of the SREIT has experienced substantial volatility. The trading price of the common units of the SREIT has been significantly impacted by the market sentiment for stock with significant investment in U.S. commercial office buildings. As of March 14, 2025, the aggregate value of our investment in the units of the SREIT was $32.3 million, which was based solely on the closing price of the units on the SGX-ST of $0.136 per unit as of March 14, 2025, and did not take into account any potential discount for the holding period risk due to the quantity of units we hold. This is a decrease of $0.744 per unit from our initial acquisition of the SREIT units at $0.880 per unit on July 19, 2019.

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As of December 31, 2024, we had mortgage debt obligations in the aggregate principal amount of $1.5 billion, with a weighted-average remaining term of one year. As of December 31, 2024, we had $525.9 million of notes payable maturing during the 12 months ending December 31, 2025 and approximately $31.8 million of required paydowns. As of December 31, 2024, our debt obligations consisted of $118.4 million of fixed rate notes payable and $1.3 billion of variable rate notes payable. As of December 31, 2024, the interest rates on $1.1 billion of our variable rate notes payable were effectively fixed through interest rate swap agreements.

Subsequent to December 31, 2024, we completed the modification and extension of the Amended and Restated Portfolio Loan Facility. As a result as of March 14, 2025, we had debt obligations in the aggregate principal amount of $1.5 billion, with a weighted-average remaining term of 1.5 years.

If we are unable to make required principal paydowns under certain loans, sell assets or satisfy certain covenants and conditions in our loan agreements, the lenders may seek to foreclose on the underlying collateral. Our loan agreements contain cross default provisions whereby the occurrence of (or a demand following) an “event of default” under one or more of our debt facilities may trigger a default under certain other debt facilities and the guaranty obligations in respect thereof. The cross default provisions vary across the loan agreements and some require that lenders affirmatively elect that an event of default is triggered and/or that payment demands are made in excess of a threshold amount before an event of default is triggered; however, depending upon which facilities default and the guaranty obligations thereunder, there is a risk that an event of default under one loan agreement could cause an event of default under other debt facilities thereby giving lenders a right to accelerate the relevant debt obligations and exercise their enforcement rights with respect thereto. In addition, we have pledged the equity of certain of our subsidiaries (and all proceeds therefrom) in connection with the restructuring of certain of our subsidiaries’ debt facilities and, therefore, if an event of default occurs under certain debt facilities and the lenders party thereto elect to exercise their enforcement rights thereunder, one of the remedies available to them is to take possession of the relevant pledged equity. We have directly and/or indirectly pledged the equity of subsidiaries owning the following properties: Gateway Tech Center, 201 17th Street, 515 Congress, Carillon, Park Place Village and Accenture Tower. Additionally, we are required to pledge approximately half of the units of the SREIT that we own.

In addition, as of March 14, 2025, five of our debt facilities (representing $1.3 billion of our outstanding debt that are secured by 12 of our properties ) are subject to cash sweep arrangements, whereby each month the excess cash flow from the properties securing the loan is deposited into a cash management account held for the benefit of our lenders. Generally, excess cash flow means an amount equal to (a) gross revenues from the properties securing the facility less (b) an amount equal to principal and interest paid with respect to the associated debt facility, operating expenses of the properties securing the facility and in certain cases a limited amount of REIT-level expenses. In certain cases, we may request disbursements from the cash management accounts to fund capital or operating shortfalls at the underlying assets. However, such cash management accounts place limits on our access to cash flows from these properties and decrease our operating flexibility.

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As a result of the current interest rate environment, the recent extensions and refinancings of certain of our loans have also reduced our available liquidity due to increased interest rate spreads. Additionally, we have entered into various interest rate swap agreements that are currently below market and as those swaps expire, our interest expense will increase and further impact our liquidity position and ongoing cash flows.

We expect that our debt financing and other liabilities will be between 45% and 65% of the cost of our tangible assets (before deducting depreciation and other non-cash reserves). There is no limitation on the amount we may borrow for the purchase of any single asset. We limit our total liabilities to 75% of the cost of our tangible assets (before deducting depreciation and other non-cash reserves), meaning that our borrowings and other liabilities may exceed our maximum target leverage of 65% of the cost of our tangible assets without violating these borrowing restrictions. We may exceed the 75% limit only if a majority of the conflicts committee approves each borrowing in excess of this limitation and we disclose such borrowings to our stockholders in our next quarterly report with an explanation from the conflicts committee of the justification for the excess borrowing. To the extent financing in excess of this limit is available on attractive terms, our conflicts committee may approve debt in excess of this limit. From time to time, our total liabilities could also be below 45% of the cost of our tangible assets due to the lack of availability of debt financing. As of December 31, 2024, our borrowings and other liabilities were approximately 56% of the cost (before deducting depreciation and other noncash reserves) and 58% of the book value (before deducting depreciation) of our tangible assets, respectively. This leverage limitation is based on cost and not fair value, and our leverage may exceed 75% of the fair value of our tangible assets.

We have not declared any distributions since June 2023. We have experienced a reduction in our net cash flows from operations in recent periods primarily due to higher interest expense and a decrease in dividend income received from the SREIT and to a lesser extent, due to lease rollover and reduced demand for office space. We are unable to predict when or if we will be in a position to pay distributions to our stockholders. Due to certain restrictions and covenants included in our loan agreements as a result of refinancing certain of our debt facilities, we do not expect to pay any dividends or distributions until certain loans are repaid or refinanced. One of the loans with these restrictions has a current maturity of January 2027 but may be extended subject to the terms and conditions of the loan agreement. On March 15, 2024, we terminated our dividend reinvestment plan.

We did not redeem any shares of our common stock during the year ended December 31, 2024. Due to certain restrictions and covenants included in our loan agreements as a result of refinancing certain of our debt facilities, we do not expect to redeem any shares of common stock until certain loans are repaid or refinanced. One of the loans with these restrictions has a current maturity of January 2027 but may be extended subject to the terms and conditions of the loan agreement. We terminated our share redemption program on March 15, 2024.

Under our charter, we are required to limit our total operating expenses to the greater of 2% of our average invested assets or 25% of our net income for the four most recently completed fiscal quarters, as these terms are defined in our charter, unless the conflicts committee has determined that such excess expenses were justified based on unusual and non-recurring factors. Operating expenses for the four fiscal quarters ended December 31, 2024 did not exceed the charter-imposed limitation.

Cash Flows from Operating Activities

During the years ended December 31, 2024 and 2023, net cash provided by operating activities was $7.7 million and $41.6 million, respectively. Net cash provided by operating activities was lower during the year ended December 31, 2024 primarily as a result of higher interest expense, a decrease in dividend income received from the SREIT, the sales of real estate properties in February 2024 and November 2024, an increase in legal fees and financial and advisory consulting fees related to our development and pursuit of our debt restructuring plan and capital raising efforts, and the timing of payments and cash receipts, offset by $6.6 million of interest rate swap settlement proceeds received in 2024 for early terminated swaps.

Cash Flows from Investing Activities

Net cash provided by investing activities was $157.9 million for the year ended December 31, 2024 due to $192.4 million of net proceeds from the sales of the McEwen Building and Preston Commons, offset by $34.5 million used in improvements to real estate.

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Cash Flows from Financing Activities

During the year ended December 31, 2024, net cash used in financing activities was $174.9 million and primarily consisted of the following:

•$173.1 million of net cash used in debt financing as a result of principal payments on notes payable of $198.5 million and payments of deferred financing costs of $10.5 million, partially offset by proceeds from notes payable of $35.9 million; and

•$1.9 million of restricted cash surrendered in connection with the deed-in-lieu of foreclosure transaction related to 201 Spear Street.

We also expect to use our capital resources to make certain payments to our advisor. We currently make payments to our advisor in connection with the management of our investments and costs incurred by our advisor in providing services to us. We also pay fees to our advisor in connection with the disposition of investments. We reimburse our advisor and dealer manager for certain stockholder services. In addition, our advisor is entitled to an incentive fee upon achieving certain performance goals.

Among the fees payable to our advisor is an asset management fee. With respect to investments in real property, the asset management fee is a monthly fee equal to one-twelfth of 0.75% of the amount paid or allocated to acquire the investment, plus the cost of any subsequent development, construction or improvements to the property. This amount includes any portion of the investment that was debt financed and is inclusive of acquisition expenses related thereto (but excludes acquisition fees paid to our advisor). In the case of investments made through joint ventures, the asset management fee is determined based on our proportionate share of the underlying investment (but excluding acquisition fees paid to our advisor). With respect to investments in loans and any investments other than real property, the asset management fee is a monthly fee calculated, each month, as one-twelfth of 0.75% of the lesser of (i) the amount actually paid or allocated to acquire or fund the loan or other investment (which amount includes any portion of the investment that was debt financed and is inclusive of acquisition or origination expenses related thereto but is exclusive of acquisition or origination fees paid to our advisor) and (ii) the outstanding principal amount of such loan or other investment, plus the acquisition or origination expenses related to the acquisition or funding of such investment (excluding acquisition or origination fees paid to our advisor), as of the time of calculation. We currently do not pay asset management fees to our advisor on our investment in units of the SREIT.

On November 22, 2024, our advisor entered into a Management Fee and Disposition Fee Subordination Agreement (the “Subordination Agreement”) in favor of U.S. Bank National Association (the “Credit Facility Agent”) as agent for the lenders under the credit facility that was entered on July 30, 2021 (as subsequently modified and amended, the “Credit Facility”) among REIT Properties III, the Credit Facility Agent and the lenders party thereto (the “Credit Facility Lenders”).

Pursuant to the Subordination Agreement, our advisor agreed that payment of certain asset management fees owed by us to our advisor pursuant to the advisory agreement will be subordinate to the obligations of REIT Properties III to the Credit Facility Lenders under the Credit Agreement (such obligations, the “Senior Debt”). Specifically, payment of asset management fees to our advisor associated with five of our real estate properties (Carillon, 515 Congress, Gateway Tech Center, 201 17th Street and Accenture Tower) is subordinated to the Senior Debt until the Senior Debt is paid in full, provided that we may pay our advisor 90% of the asset management fees associated with these five properties so long as an “Event of Default” under the Credit Facility is not in existence or would not result from such payment. For the avoidance of doubt, the remaining 10% of the asset management fees associated with these properties is subordinated and deferred until the Senior Debt is paid in full.

In connection with the Accenture Tower Fourth Modification Agreement (defined in Note 8, “Notes Payable – Recent Financing Transactions – Accenture Tower Loan”), on December 20, 2024, we and our advisor entered into an amendment to the advisory agreement to defer 10% of the asset management fees associated with Accenture Tower until the Accenture Tower Loan is paid in full; provided, that upon the occurrence and during the continuance of a restricted payment event under the loan agreement, all asset management fees with respect to Accenture Tower will be deferred and during the restricted payment event, such deferred fees may only be paid to our advisor with the consent of the required lenders.

Further, in connection with the Eighth Modification Agreement to the Amended and Restated Portfolio Loan Facility, on February 6, 2025, we and our advisor entered into an amendment to the advisory agreement to defer 10% of the asset management fees associated with 60 South Sixth, Sterling Plaza, Towers at Emeryville, Ten Almaden and Town Center until the obligations under the Amended and Restated Portfolio Loan Facility are paid in full, or the requirements to pay such deferred fees are met during the extension period of the loan; provided that no asset management fees with respect to 60 South Sixth, Sterling Plaza, Towers at Emeryville, Ten Almaden and Town Center may be paid during the occurrence and continuance of a default or potential default under the Amended and Restated Portfolio Loan Facility for which we have received notice that has not been waived or cured. For information on the Eighth Modification Agreement, see “Subsequent Events – Eighth Modification of the Amended and Restated Portfolio Loan Facility.”

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Notwithstanding the foregoing, on November 8, 2022, we and our advisor amended the advisory agreement and commencing with asset management fees accruing from October 1, 2022, we paid $1.15 million of the monthly asset management fee to our advisor in cash and we deposited the remainder of the monthly asset management fee into an interest bearing account in our name, which amounts will be paid to our advisor from such account solely as reimbursement for payments made by our advisor pursuant to our advisor’s employee retention program (such account, the “Bonus Retention Fund”). The Bonus Retention Fund was established in order to incentivize and retain key employees of our advisor. The Bonus Retention Fund was fully funded in December 2023, when we had deposited $8.5 million in cash into such account. Following such time and except as described herein, the monthly asset management fee became fully payable in cash to our advisor. Our advisor has acknowledged and agreed that payments by our advisor to employees under our advisor’s employee retention program that are reimbursed by us from the Bonus Retention Fund will be conditioned on (a) our liquidation and dissolution; (b) a transaction involving the acquisition, merger, conversion or consolidation, either directly or indirectly, of us in which (i) we are not the surviving entity and (ii) our advisor is no longer serving as an advisor or asset manager to the surviving entity in such transaction; (c) the sale or other disposition of all or substantially all of our assets; (d) the non-renewal or termination of the advisory agreement without cause; or (e) the termination of the employee without cause. To the extent the Bonus Retention Fund is not fully paid out to employees as set forth above, the advisory agreement provides that the residual amount will be deemed additional Deferred Asset Management Fees (defined below) and be treated in accordance with the provisions for payment of Deferred Asset Management Fees. Two of our executive officers, Mr. Waldvogel and Ms. Yamane, and one of our directors, Mr. DeLuca, participate in and have been allocated awards under our advisor’s employee retention program, which awards would only be paid as set forth above.

Prior to amending the advisory agreement in November 2022, the prior advisory agreement had provided that with respect to asset management fees accruing from March 1, 2014, our advisor would defer, without interest, our obligation to pay asset management fees for any month in which our modified funds from operations (“MFFO”) for such month, as such term is defined in the practice guideline issued by the Institute for Portfolio Alternatives (“IPA”) in November 2010 and interpreted by us, excluding asset management fees, did not exceed the amount of distributions declared by us for record dates of that month. We remained obligated to pay our advisor an asset management fee in any month in which our MFFO, excluding asset management fees, for such month exceeded the amount of distributions declared for the record dates of that month (such excess amount, an “MFFO Surplus”); however, any amount of such asset management fee in excess of the MFFO Surplus was deferred under the prior advisory agreement. If the MFFO Surplus for any month exceeded the amount of the asset management fee payable for such month, any remaining MFFO Surplus was applied to pay any asset management fee amounts previously deferred in accordance with the prior advisory agreement.

Pursuant to the current advisory agreement, asset management fees accruing from October 1, 2022 are no longer subject to the deferral provision described above. Asset management fees that remained deferred as of September 30, 2022 are “Deferred Asset Management Fees.” As of September 30, 2022, Deferred Asset Management Fees totaled $8.5 million. The advisory agreement also provides that we remain obligated to pay our advisor outstanding Deferred Asset Management Fees in any month to the extent that MFFO for such month exceeds the amount of distributions declared for the record dates of that month (such excess amount, a “RMFFO Surplus”); provided however, that any amount of outstanding Deferred Asset Management Fees in excess of the RMFFO Surplus will continue to be deferred. We have not made any payments to our advisor related to the Deferred Asset Management Fees for the period from October 1, 2022 to December 31, 2024.

Consistent with the prior advisory agreement, the current advisory agreement provides that notwithstanding the foregoing, any and all Deferred Asset Management Fees that are unpaid will become immediately due and payable at such time as our stockholders have received, together as a collective group, aggregate distributions (including distributions that may constitute a return of capital for federal income tax purposes) sufficient to provide (i) an 8.0% per year cumulative, noncompounded return on such net invested capital (the “Stockholders’ 8% Return”) and (ii) a return of their net invested capital, or the amount calculated by multiplying the total number of shares purchased by stockholders by the issue price, reduced by any amounts to repurchase shares pursuant to our share redemption program. The Stockholders’ 8% Return is not based on the return provided to any individual stockholder. Accordingly, it is not necessary for each of our stockholders to have received any minimum return in order for our advisor to receive Deferred Asset Management Fees.

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In addition, the current advisory agreement provides that any and all Deferred Asset Management Fees that are unpaid will also be immediately due and payable upon the earlier of:

(i) a listing of our shares of common stock on a national securities exchange;

(ii) our liquidation and dissolution;

(iii) a transaction involving the acquisition, merger, conversion or consolidation, either directly or indirectly, of us in which (y) we are not the surviving entity and (z) our advisor is no longer serving as an advisor or asset manager to the surviving entity in such transaction; and

(iv) the sale or other disposition of all or substantially all of our assets.

The advisory agreement may be terminated (i) upon 60 days written notice without cause or penalty by either us (acting through the conflicts committee) or our advisor or (ii) immediately by us for cause or upon the bankruptcy of our advisor. If the advisory agreement is terminated without cause, then our advisor will be entitled to receive from us any residual amount of the Bonus Retention Fund deemed to be additional Deferred Asset Management Fees, provided that upon such non-renewal or termination we do not retain an advisor in which our advisor or its affiliates have a majority interest. Upon termination of the advisory agreement, all unpaid Deferred Asset Management Fees will automatically be forfeited by our advisor, and if the advisory agreement is terminated for cause, any residual amount of the Bonus Retention Fund deemed to be additional Deferred Asset Management Fees will also automatically be forfeited by our advisor.

As of December 31, 2024, we had accrued $18.6 million of asset management fees, of which $8.5 million were Deferred Asset Management Fees. Also, included in accrued asset management fees as of December 31, 2024 is $8.5 million of restricted cash deposited into the Bonus Retention Fund. We had not made any payments to our advisor from the Bonus Retention Fund as of December 31, 2024. For the year ended December 31, 2022, we and our advisor agreed to adjust MFFO for the purpose of the calculation above to add back the following non-operating expenses: a one-time write-off of prepaid offering costs of $2.7 million and a $0.5 million fee to the conflicts committee’s financial advisor in connection with the conflicts committee’s review of alternatives available to us.

Debt Obligations

The following is a summary of our debt obligations as of December 31, 2024 (in thousands):

			Payments Due During the Years Ended December 31,
Debt Obligations	Total		2025		2026-2027		2028-2029
Outstanding debt obligations (1)	$	1,451,063	$	557,717	$	893,346	$	—
Interest payments on outstanding debt obligations (2)	102,028		71,034		30,994		—
Interest payments on interest rate swaps (3) (4)	—		—		—		—

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(1) Amounts include principal payments only based on maturity dates as of December 31, 2024. The maturity dates of certain loans may be extended beyond their current maturity dates; however, the extension options are subject to certain terms and conditions contained in the loan documents some of which are more stringent than our current loan compliance tests. Subsequent to December 31, 2024, we completed the modification and extension of the Amended and Restated Portfolio Loan Facility. As a result as of March 14, 2025, we had debt obligations in the aggregate principal amount of $1.5 billion, with a weighted-average remaining term of 1.5 years. See also the discussion above under “—Liquidity and Capital Resources” and “—Going Concern Considerations.”

(2) Projected interest payments are based on the outstanding principal amounts, maturity dates and interest rates in effect as of December 31, 2024 (consisting of the contractual interest rate and using interest rate indices as of December 31, 2024, where applicable). We incurred interest expense related to notes payable of $117.1 million, excluding amortization of deferred financing costs totaling $9.5 million, during the year ended December 31, 2024.

(3) Projected interest payments on interest rate swaps are calculated based on the notional amount, effective term of the swap contract, and fixed rate net of the swapped floating rate in effect as of December 31, 2024. In the case where the swapped floating rate (Fallback SOFR or one-month Term SOFR) at December 31, 2024 is higher than the fixed rate in the swap agreement, interest payments on interest rate swaps in the above debt obligations table would reflect zero as we would not be obligated to make any interest payments on those swaps and instead expect to receive payments from our swap counter-parties.

(4) We recognized net realized gains related to interest rate swaps of $24.3 million, excluding unrealized losses on derivative instruments of $6.8 million and gains related to swap terminations of $0.2 million, during the year ended December 31, 2024.

For additional information regarding our debt obligations and loan maturities, see “—Going Concern Considerations,” “—Market Outlook—Real Estate and Real Estate Finance Markets,” “—Liquidity and Capital Resources” and “—Subsequent Events.”

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Capital Expenditures Obligations

As of December 31, 2024, we have capital expenditure obligations of $27.7 million, the majority of which is expected to be spent in the next twelve months and of which $12.7 million has already been accrued and included in accounts payable and accrued liabilities on our consolidated balance sheet as of December 31, 2024. This amount includes unpaid contractual obligations for building improvements and unpaid portions of tenant improvement allowances which were granted pursuant to lease agreements executed as of December 31, 2024, including amounts that may be classified as lease incentives pursuant to GAAP. In certain cases, tenants may have discretion over when to utilize their tenant allowances and may delay the start of projects or tenants control the construction of their projects and may not submit timely requests for reimbursement or there are general construction delays, all of which could extend the timing of payment for a portion of these capital expenditure obligations beyond twelve months. The capital expenditure obligations will be funded from cash on hand, draws on current loan facilities with additional availability and future property cash flows. See “—Going Concern Considerations.”

Results of Operations

In this section, we discuss the results of our operations for the year ended December 31, 2024 compared to the year ended December 31, 2023. For a discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022, please refer to Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 19, 2024 and which specific discussion is incorporated herein by reference.

As of December 31, 2023, we owned 16 office properties (of which one property was held for non-sale disposition as of December 31, 2023), one mixed-use office/retail property and an investment in the equity securities of the SREIT. Subsequent to December 31, 2023, we disposed of one office property in connection with a deed-in-lieu of foreclosure transaction and sold two office properties. As a result, as of December 31, 2024, we owned 13 office properties, one mixed-use office/retail property and an investment in the equity securities of the SREIT. Therefore, the results of operations presented for the years ended December 31, 2024 and 2023 are not directly comparable. The following table provides summary information about our results of operations for the years ended December 31, 2024 and 2023 (dollar amounts in thousands):

Comparison of the year ended December 31, 2024 versus the year ended December 31, 2023

	For the Years Ended<br><br>December 31,				Increase<br><br>(Decrease)		Percentage<br><br>Change		Changes Due to Dispositions of Properties (1)	Change Dueto Properties HeldThroughout BothPeriods (2)
	2024		2023
Rental income	$	258,459	$	270,158	$	(11,699)	(4)	%
Dividend income from real estate equity securities	967		11,850		(10,883)		(92)	%	—	(10,883)
Other operating income	18,239		18,669		(430)		(2)	%	(610)	180
Operating, maintenance and management	72,872		75,914		(3,042)		(4)	%	(5,221)	2,179
Real estate taxes and insurance	49,992		52,789		(2,797)		(5)	%	(3,937)	1,140
Asset management fees to affiliate	19,568		20,839		(1,271)		(6)	%	(1,194)	(77)
General and administrative expenses	18,544		7,297		11,247		154	%	n/a	n/a
Depreciation and amortization	111,206		115,235		(4,029)		(3)	%	(6,792)	2,763
Interest expense	126,588		120,475		6,113		5	%	(9,582)	15,695
Net gain on derivative instruments	(17,634)		(14,907)		(2,727)		18	%	—	(2,727)
Impairment charges on real estate	6,847		45,459		(38,612)		(85)	%	(45,459)	6,847
Unrealized loss on real estate equity securities	(11,202)		(35,614)		24,412		(69)	%	—	24,412
Gain from extinguishment of debt	56,372		—		56,372		100	%	56,372	—
Gain on sale of real estate, net	53,064		—		53,064		100	%	53,064	—
Other interest income	1,233		505		728		144	%	n/a	n/a

All values are in US Dollars.

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(1) Represents the dollar amount increase (decrease) for the year ended December 31, 2024 compared to the year ended December 31, 2023 related to the dispositions of properties after January 1, 2023. Interest expense incurred on portfolio loans is not allocated to the individual properties that serve as collateral for these portfolio loans and therefore, the decrease in interest expense related to the two office properties sold during the year ended December 31, 2024 is not reflected in this column. During the year ended December 31, 2024, we repaid $186.6 million of outstanding principal debt with the net sale proceeds from sale of two office properties during 2024.

(2) Represents the dollar amount increase (decrease) for the year ended December 31, 2024 compared to the year ended December 31, 2023 related to real estate investments owned by us throughout both periods presented.

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Rental income from our real estate properties decreased from $270.2 million for the year ended December 31, 2023 to $258.5 million for the year ended December 31, 2024, primarily due to the disposition of an office property in connection with a deed-in-lieu of foreclosure transaction in January 2024, the sales of real properties in February 2024 and November 2024 and lease expirations at a property held throughout both periods, partially offset by lease termination income received during the year ended December 31, 2024 with respect to a property held throughout both periods. We expect rental income to decrease in future periods as a result of the disposition of these three properties and to the extent we dispose of additional properties, to vary based on occupancy rates and rental rates of our real estate investments and to the extent of continued uncertainty in the real estate and financial markets and to increase due to tenant reimbursements related to operating expenses to the extent physical occupancy increases as employees return to the office. See “—Going Concern Considerations,” “—Market Outlook – Real Estate and Real Estate Finance Markets” and “—Liquidity and Capital Resources.”

Dividend income from our real estate equity securities decreased from $11.9 million for the year ended December 31, 2023 to $1.0 million for the year ended December 31, 2024 due to a decrease in the dividend rate per unit declared by the SREIT. We expect dividend income from our real estate equity securities to vary in future periods based on the occupancy and rental rates of the SREIT’s portfolio, movements in interest rates and the underlying liquidity needs of the SREIT.

Other operating income decreased from $18.7 million during the year ended December 31, 2023 to $18.2 million for the year ended December 31, 2024, primarily due to the disposition of an office property in connection with a deed-in-lieu of foreclosure transaction in January 2024 and the sales of real properties in February 2024 and November 2024, partially offset by an increase in parking revenues at properties held throughout both periods as employees return to the office. We expect other operating income to vary in future periods based on occupancy rates and parking rates at our real estate properties and to the extent of continued uncertainty in the real estate and financial markets and to decrease to the extent we dispose of properties.

Operating, maintenance and management costs decreased from $75.9 million for the year ended December 31, 2023 to $72.9 million for the year ended December 31, 2024, primarily due to the disposition of an office property in connection with a deed-in-lieu of foreclosure transaction in January 2024 and the sales of real properties in February 2024 and November 2024, partially offset by an overall increase in repairs and maintenance costs and operating costs, including janitorial, utility, security and onsite costs, as a result of general inflation and an increase in physical occupancy at properties held throughout both periods. We expect operating, maintenance and management costs to increase in future periods as a result of general inflation and to the extent physical occupancy increases as employees return to the office and to decrease to the extent we dispose of properties.

Real estate taxes and insurance decreased from $52.8 million for the year ended December 31, 2023 to $50.0 million for the year ended December 31, 2024, primarily due to the disposition of an office property in connection with a deed-in-lieu of foreclosure transaction in January 2024, the sales of real properties in February 2024 and November 2024 and a decrease in real estate taxes as a result of property tax refunds received and successful property tax appeals related to properties held throughout both periods, partially offset by the increased assessed property value of a real estate property held throughout both periods. We expect real estate taxes and insurance to vary based on future property tax reassessments for properties that we continue to own and to decrease to the extent we dispose of properties.

Asset management fees decreased from $20.8 million for the year ended December 31, 2023 to $19.6 million for the year ended December 31, 2024, primarily due to the disposition of an office property in connection with a deed-in-lieu of foreclosure transaction in January 2024 and the sales of real properties in February 2024 and November 2024, partially offset by an increase due to capital improvements at our real estate properties. We expect asset management fees to increase in future periods as a result of any improvements we make to our properties and to decrease to the extent we dispose of properties. As of December 31, 2024, there were $18.6 million of accrued asset management fees, of which $8.5 million were Deferred Asset Management Fees and $8.5 million were related to asset management fees that were restricted for payment and deposited in the Bonus Retention Fund. For a discussion of Deferred Asset Management Fees and the Bonus Retention Fund, see “— Liquidity and Capital Resources” herein.

General and administrative expenses increased from $7.3 million for the year ended December 31, 2023 to $18.5 million for the year ended December 31, 2024, primarily due to legal fees and financial and advisory consulting fees related to our development and pursuit of our debt restructuring plan and capital raising efforts. General and administrative costs consisted primarily of portfolio legal fees, board of directors fees, third party transfer agent fees, financial and advisory consulting fees and audit costs.

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Depreciation and amortization decreased from $115.2 million for the year ended December 31, 2023 to $111.2 million for the year ended December 31, 2024, primarily due to the disposition of an office property in connection with a deed-in-lieu of foreclosure transaction in January 2024 and the sales of real properties in February 2024 and November 2024, partially offset by the acceleration of amortization for an early lease termination and an increase in capital improvements as a result of lease commencements at a property held throughout both periods. We expect depreciation and amortization to increase in future periods as a result of additional capital improvements, offset by a decrease in amortization related to fully amortized tenant origination and absorption costs and to the extent we dispose of properties.

Interest expense increased from $120.5 million for the year ended December 31, 2023 to $126.6 million for the year ended December 31, 2024. Included in interest expense was (i) $116.3 million and $117.1 million of interest expense payments for the years ended December 31, 2023 and 2024, respectively, and (ii) the amortization of deferred financing costs of $4.2 million and $9.5 million for the years ended December 31, 2023 and 2024, respectively. The increase in interest expense was primarily due to higher one-month BSBY and one-month Term SOFR during the year ended December 31, 2024 and the impact on interest expense related to our variable rate debt, a higher fixed interest rate on the Almaden Mortgage Loan, which became effective in December 2023, additional revolver draws and recent loan modifications which have resulted in additional loan fees being amortized to interest expense in 2024, partially offset by less interest expense incurred as a result of the disposition of an office property and related forgiveness of debt in connection with a deed-in-lieu of foreclosure transaction in January 2024 and loan paydowns in connection with the sales of real properties in February 2024 and November 2024. In general, we expect interest expense to vary based on fluctuations in interest rates (for our variable rate debt) and the amount of future borrowings, to increase due to higher interest rate spreads as a result of recent refinancings and to decrease due to required loan paydowns.

We recognized net gain on derivative instruments of $17.6 million for the year ended December 31, 2024. Included in net gain on derivative instruments was (i) realized gain on interest rate swaps of $24.3 million, (ii) gains related to swap terminations of $0.2 million, and offset by (iii) unrealized loss on interest rate swaps of $6.8 million for the year ended December 31, 2024. We recognized net gain on derivative instruments of $14.9 million for the year ended December 31, 2023. Included in net gain on derivative instruments was (i) realized gain on interest rate swaps of $31.4 million, offset by (ii) unrealized loss on interest rate swaps of $16.4 million and (iii) fair value loss on interest rate cap of $25,000 for the year ended December 31, 2023. The change in net gain on derivative instruments was primarily due to changes in fair values with respect to our interest rate swaps that are not accounted for as cash flow hedges during the year ended December 31, 2024. In general, we expect net gains or losses on derivative instruments to vary based on fair value changes with respect to our interest rate swaps that are not accounted for as cash flow hedges. In addition, as the remaining lives of our interest rate swaps that are not accounted for as cash flow hedges decrease, we expect the fair values of these interest rate swaps to move towards zero, decreasing the net gains or losses on derivative instruments.

During the year ended December 31, 2024, we recorded non-cash impairment charges of $6.8 million to write down the carrying value of 60 South Sixth (located in Minneapolis, Minnesota) to its estimated fair value as a result of changes in cash flow estimates which resulted in the future estimated undiscounted cash flows being lower than the net carrying value of the property. During the year ended December 31, 2023, we recorded non-cash impairment charges of $45.5 million to write down the carrying value of 201 Spear Street (located in San Francisco, California) to its estimated fair value as a result of continued market uncertainty due to rising interest rates, increased vacancy rates as a result of slow return to office in San Francisco, additional projected vacancy due to anticipated tenant turnover and further declining values of comparable sales in the market, all of which impacted ongoing cash flow estimates and leasing projections, which resulted in the future estimated undiscounted cash flows being lower than the net carrying value of the property. As a result, 201 Spear Street was valued at substantially less than the outstanding mortgage debt. Subsequent to December 31, 2023, the borrower under the 201 Spear Street Mortgage Loan (the “Spear Street Borrower”) entered into a deed-in-lieu of foreclosure transaction with the lender of the 201 Spear Street Mortgage Loan (the “Spear Street Lender”). On January 9, 2024, the Spear Street Lender transferred the title of the 201 Spear Street property to a third-party buyer of the 201 Spear Street Mortgage Loan.

During the year ended December 31, 2024 and 2023, we recorded unrealized losses on real estate equity securities of $11.2 million and $35.6 million, respectively, as a result of the change in the closing price of the units of the SREIT on the SGX-ST.

During the year ended December 31, 2024, we recognized a gain on extinguishment of debt of $56.4 million in connection with the deed-in-lieu of foreclosure transaction related to the 201 Spear Street Mortgage Loan. The gain on extinguishment of debt related to the 201 Spear Street Mortgage Loan represents the difference between the carrying amount of the outstanding debt and other liabilities of approximately $128.7 million and the carrying value of the real estate property and other assets of approximately $72.3 million, at the time of the transfer of the 201 Spear Street property and other assets in satisfaction of the loan. We did not record any gain on extinguishment of debt during the year ended December 31, 2023.

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We recognized a gain on sale of real estate of $53.1 million during the year ended December 31, 2024 related to the dispositions of the McEwen Building in February 2024 and Preston Commons in November 2024. We did not dispose of any real estate during the year ended December 31, 2023.

Funds from Operations and Modified Funds from Operations

We believe that funds from operations (“FFO”) is a beneficial indicator of the performance of an equity REIT. We compute FFO in accordance with the current National Association of Real Estate Investment Trusts (“NAREIT”) definition. FFO represents net income, excluding gains and losses from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), gains and losses from change in control, impairment losses on real estate assets, depreciation and amortization of real estate assets, and adjustments for unconsolidated partnerships and joint ventures. In addition, we elected the option to exclude mark-to-market changes in value recognized on real estate equity securities in the calculation of FFO. We believe FFO facilitates comparisons of operating performance between periods and among other REITs. However, our computation of FFO may not be comparable to other REITs that do not define FFO in accordance with the NAREIT definition or that interpret the current NAREIT definition differently than we do. Our management believes that historical cost accounting for real estate assets in accordance with U.S. generally accepted accounting principles (“GAAP”) implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. As a result, we believe that the use of FFO, together with the required GAAP presentations, provides a more complete understanding of our performance relative to our competitors and provides a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities.

Changes in accounting rules have resulted in a substantial increase in the number of non-operating and non-cash items included in the calculation of FFO. As a result, our management also uses MFFO as an indicator of our ongoing performance. MFFO excludes from FFO: acquisition fees and expenses (to the extent that such fees and expenses have been recorded as operating expenses); adjustments related to contingent purchase price obligations; amounts relating to straight-line rents and amortization of above and below market intangible lease assets and liabilities; accretion of discounts and amortization of premiums on debt investments; amortization of closing costs relating to debt investments; impairments of real estate-related investments; mark-to-market adjustments included in net income; and gains or losses included in net income for the extinguishment or sale of debt or hedges. We compute MFFO in accordance with the definition of MFFO included in the practice guideline issued by the IPA in November 2010 as interpreted by management. Our computation of MFFO may not be comparable to other REITs that do not compute MFFO in accordance with the current IPA definition or that interpret the current IPA definition differently than we do.

We believe that MFFO is helpful as a measure of ongoing operating performance because it excludes other non-operating items included in FFO. MFFO excludes non-cash items such as straight-line rental revenue. Additionally, we believe that MFFO provides investors with supplemental performance information that is consistent with the performance indicators and analysis used by management, in addition to net income and cash flows from operating activities as defined by GAAP, to evaluate the sustainability of our operating performance. MFFO provides comparability in evaluating the operating performance of our portfolio with other non-traded REITs. MFFO, or an equivalent measure, is routinely reported by non-traded REITs, and we believe often used by analysts and investors for comparison purposes.

FFO and MFFO are non-GAAP financial measures and do not represent net income as defined by GAAP. Net income as defined by GAAP is the most relevant measure in determining our operating performance because FFO and MFFO include adjustments that investors may deem subjective, such as adding back expenses such as depreciation and amortization and the other items described above. Accordingly, FFO and MFFO should not be considered as alternatives to net income as an indicator of our current and historical operating performance. In addition, FFO and MFFO do not represent cash flows from operating activities determined in accordance with GAAP and should not be considered an indication of our liquidity. We believe FFO and MFFO, in addition to net income and cash flows from operating activities as defined by GAAP, are meaningful supplemental performance measures. See also “—Going Concern Considerations,” “—Market Outlook—Real Estate and Real Estate Finance Markets” and “—Liquidity and Capital Resources.”

During periods of significant disposition activity, FFO and MFFO are much more limited measures of future performance as neither FFO nor MFFO reflects adjustments for the operations of properties sold or under contract to sale during the periods presented.

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Although MFFO includes other adjustments, the exclusion of adjustments for straight-line rent, the amortization of above- and below-market leases, gain from extinguishment of debt, unrealized losses (gains) on derivative instruments and gains related to swap terminations are the most significant adjustments for the periods presented. We have excluded these items based on the following economic considerations:

•Adjustments for straight-line rent. These are adjustments to rental revenue as required by GAAP to recognize contractual lease payments on a straight-line basis over the life of the respective lease. We have excluded these adjustments in our calculation of MFFO to more appropriately reflect the current economic impact of our in-place leases, while also providing investors with a useful supplemental metric that addresses core operating performance by removing rent we expect to receive in a future period or rent that was received in a prior period;

•Amortization of above- and below-market leases. Similar to depreciation and amortization of real estate assets and lease related costs that are excluded from FFO, GAAP implicitly assumes that the value of intangible lease assets and liabilities diminishes predictably over time and requires that these charges be recognized currently in revenue. Since market lease rates in the aggregate have historically risen or fallen with local market conditions, management believes that by excluding these charges, MFFO provides useful supplemental information on the realized economics of the real estate;

•Gain from extinguishment of debt. A gain from extinguishment of debt represents the difference between the carrying value of any consideration transferred to the lender in return for the extinguishment of a debt and the net carrying value of the debt at the time of settlement. We have excluded the gain from extinguishment of debt in our calculation of MFFO because these gains do not impact the current operating performance of our investments and do not provide an indication of future operating performance;

•Unrealized losses (gains) on derivative instruments. These adjustments include unrealized losses (gains) from mark-to-market adjustments on interest rate swaps and the interest rate cap. The change in fair value of interest rate swaps and the interest rate cap not designated as a hedge are non-cash adjustments recognized directly in earnings and are included in interest expense. We have excluded these adjustments in our calculation of MFFO to more appropriately reflect the economic impact of our interest rate swap agreements and interest rate cap; and

•Gains related to swap terminations. Gains related to swap terminations represent the difference between the settlement fees received and the value of interest rate swaps terminated, which are included in net (gain) loss on derivative instruments. Although these amounts increase net income, we exclude them from MFFO to more appropriately reflect the ongoing impact of our interest rate swap agreements.

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Our calculation of FFO, which we believe is consistent with the calculation of FFO as defined by NAREIT, is presented in the following table, along with our calculation of MFFO, for the years ended December 31, 2024, 2023 and 2022, respectively (in thousands). No conclusions or comparisons should be made from the presentation of these periods.

	For the Years Ended December 31,
	2024		2023		2022
Net loss attributable to common stockholders	$	(10,851)	$	(157,533)	$	(62,458)
Depreciation of real estate assets	94,580		97,331		91,429
Amortization of lease-related costs	16,626		17,904		20,431
Impairment charges on real estate	6,847		45,459		—
Unrealized loss on real estate equity securities	11,202		35,614		92,812
Gain on sale of real estate, net	(53,064)		—		—
FFO attributable to common stockholders (1) (2)	65,340		38,775		142,214
Straight-line rent and amortization of above- and below-market leases, net	(9,009)		(8,404)		(12,176)
Gain from extinguishment of debt	(56,372)		—		—
Unrealized losses (gains) on derivative instruments	6,833		16,451		(52,189)
Gains related to swap terminations	(178)		—		—
MFFO attributable to common stockholders (1) (2)	$	6,614	$	46,822	$	77,849

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(1) FFO and MFFO for the year ended December 31, 2024 include expenses of $12.0 million related to legal fees and financial and advisory consulting fees related to our development and pursuit of our debt restructuring plan and capital raising efforts.

(2) FFO and MFFO for the year ended December 31, 2022 include a one-time write-off of prepaid offering costs of $2.7 million and a $0.5 million fee to the conflicts committee’s financial advisor in connection with the conflicts committee’s review of alternatives available to us. In connection with the conflict committee’s and the board of directors’ assessment of alternatives available to us, our assessment of our capital raising prospects, market conditions, economic uncertainty and the other factors, we determined not to pursue a conversion to an “NAV REIT” at that time. In order to avoid additional legal, accounting and other offering costs, we withdrew our registration statement on Form S-11 to register a public offering as an NAV REIT, which had been filed with the SEC.

FFO and MFFO may also be used to fund all or a portion of certain capitalizable items that are excluded from FFO and MFFO, such as tenant improvements, building improvements and deferred leasing costs.

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with GAAP and in conjunction with the rules and regulations of the SEC. The preparation of our financial statements requires significant management judgments, assumptions and estimates about matters that are inherently uncertain. These judgments affect the reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities as of the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses.

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Revenue Recognition - Operating Leases

Real Estate

We recognize minimum rent, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases, on a straight-line basis over the term of the related leases when collectibility is probable and record amounts expected to be received in later years as deferred rent receivable. If the lease provides for tenant improvements, we determine whether the tenant improvements, for accounting purposes, are owned by the tenant or us. When we are the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance (including amounts that can be taken in the form of cash or a credit against the tenant’s rent) that is funded is treated as a lease incentive and amortized as a reduction of rental revenue over the lease term. Tenant improvement ownership is determined based on various factors including, but not limited to:

•whether the lease stipulates how a tenant improvement allowance may be spent;

•whether the lessee or lessor supervises the construction and bears the risk of cost overruns;

•whether the amount of a tenant improvement allowance is in excess of market rates;

•whether the tenant or landlord retains legal title to the improvements at the end of the lease term;

•whether the tenant improvements are unique to the tenant or general purpose in nature; and

•whether the tenant improvements are expected to have any residual value at the end of the lease.

In accordance with ASU 2016-02, Leases (Topic 842) (“Topic 842”), tenant reimbursements for property taxes and insurance are included in the single lease component of the lease contract (the right of the lessee to use the leased space) and therefore are accounted for as variable lease payments and are recorded as rental income on our statement of operations. In addition, we adopted the practical expedient available under Topic 842, to not separate nonlease components from the associated lease component and, instead to account for those components as a single component if the nonlease components otherwise would be accounted for under the new revenue recognition standard (Topic 606) and if certain conditions are met, specifically related to tenant reimbursements for common area maintenance which would otherwise be accounted for under the revenue recognition standard. We believe the two conditions have been met for tenant reimbursements for common area maintenance as (i) the timing and pattern of transfer of the nonlease components and associated lease components are the same and (ii) the lease component would be classified as an operating lease. Accordingly, tenant reimbursements for common area maintenance are also accounted for as variable lease payments and recorded as rental income on our statement of operations.

In accordance with Topic 842, we make a determination of whether the collectibility of the lease payments in an operating lease is probable. If we determine the lease payments are not probable of collection, we would fully reserve for any contractual lease payments, deferred rent receivable, and variable lease payments and would recognize rental income only to the extent cash has been received. These changes to our collectibility assessment are reflected as an adjustment to rental income. We make estimates of the collectability of the lease payments which requires significant judgment by management. We consider payment history, current credit status, the tenant’s financial condition, security deposits, letters of credit, lease guarantees and current market conditions that may impact the tenant’s ability to make payments in accordance with its lease agreements, including the impact of the continued disruptions in the financial markets on the tenant’s business, in making the determination.

We, as a lessor, record costs to negotiate or arrange a lease that would have been incurred regardless of whether the lease was obtained, such as legal costs incurred to negotiate an operating lease, as an expense and classify such costs as operating, maintenance, and management expense on our consolidated statement of operations, as these costs are no longer capitalizable under the definition of initial direct costs under Topic 842.

Sales of Real Estate

We follow the guidance of ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”), which applies to sales or transfers to noncustomers of nonfinancial assets or in substance nonfinancial assets that do not meet the definition of a business. Generally, our sales of real estate would be considered a sale of a nonfinancial asset as defined by ASC 610-20.

ASC 610-20 refers to the revenue recognition principles under ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). Under ASC 610-20, if we determine we do not have a controlling financial interest in the entity that holds the asset and the arrangement meets the criteria to be accounted for as a contract, we would derecognize the asset and recognize a gain or loss on the sale of the real estate when control of the underlying asset transfers to the buyer. The application of these criteria can be complex and incorrect assumptions on collectability of the transaction price or transfer of control can result in the improper recognition of the gain or loss from sales of real estate during the period.

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Real Estate Equity Securities

Dividend income from real estate equity securities is recognized on an accrual basis based on eligible units as of the ex-dividend date.

Real Estate

Depreciation and Amortization

Real estate costs related to the acquisition and improvement of properties are capitalized and depreciated over the expected useful life of the asset on a straight-line basis. Repair and maintenance costs are charged to expense as incurred and significant replacements and betterments are capitalized. Repair and maintenance costs include all costs that do not extend the useful life of the real estate asset. We consider the period of future benefit of an asset to determine its appropriate useful life. Expenditures for tenant improvements are capitalized and amortized over the shorter of the tenant’s lease term or expected useful life. We anticipate the estimated useful lives of our assets by class to be generally as follows:

Land	N/A
Buildings	25-40 years
Building improvements	10-25 years
Tenant improvements	Shorter of lease term or expected useful life
Tenant origination and absorption costs	Remaining term of related leases, including below-market renewal periods

Impairment of Real Estate and Related Intangible Assets and Liabilities

We continually monitor events and changes in circumstances that could indicate that the carrying amounts of our real estate and related intangible assets and liabilities may not be recoverable or realized. When indicators of potential impairment suggest that the carrying value of real estate and related intangible assets and liabilities may not be recoverable, we assess the recoverability by estimating whether we will recover the carrying value of the real estate and related intangible assets and liabilities through its undiscounted future cash flows and its eventual disposition. If, based on this analysis, we do not believe that we will be able to recover the carrying value of the real estate and related intangible assets and liabilities, we would record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the real estate and related intangible assets and liabilities.

Projecting future cash flows involves estimating expected future operating income and expenses related to the real estate and its related intangible assets and liabilities as well as market and other trends. Using inappropriate assumptions to estimate cash flows or the expected hold period until the eventual disposition could result in incorrect conclusions on recoverability and incorrect fair values of the real estate and its related intangible assets and liabilities and could result in the overstatement of the carrying values of our real estate and related intangible assets and liabilities and an overstatement of our net income.

Real Estate Held for Non-Sale Disposition

We consider real estate assets that do not meet the criteria for held for sale but are expected to be disposed of other than by sale as real estate held for non-sale disposition. The assets and liabilities related to real estate held for non-sale disposition are included in our consolidated balance sheets and the results of operations are presented as part of continuing operations in our consolidated statements of operations for all periods presented. Operating results of properties that will be disposed of other than by sale will be included in continuing operations on our consolidated statements of operations until the ultimate disposition of real estate.

Real Estate Equity Securities

Real estate equity securities are carried at fair value based on quoted market prices for the security. Unrealized gains and losses on real estate equity securities are recognized in earnings.

Derivative Instruments

We enter into derivative instruments for risk management purposes to hedge our exposure to cash flow variability caused by changing interest rates on our variable rate notes payable. We record these derivative instruments at fair value on the accompanying consolidated balance sheets. The changes in fair value for derivative instruments that are not designated as a hedge or that do not meet the hedge accounting criteria are recorded as gain or loss on derivative instruments and presented in the accompanying consolidated statements of operations.

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The calculation of the fair value of derivative instruments is complex and different inputs used in the model can result in significant changes to the fair value of derivative instruments and the related gain or loss on derivative instruments included as interest expense in the accompanying consolidated statements of operations. The valuation of our derivative instruments is based on a proprietary model using the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and volatility. The fair values of interest rate swaps are estimated using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit risks to the contracts, are incorporated in the fair values to account for potential nonperformance risk.

Fair Value Election of Hybrid Financial Instruments with Embedded Derivatives

When we enter into interest rate swaps which include off-market terms, we determine if these contracts are hybrid financial instruments with embedded derivatives requiring bifurcation between the host contract and the derivative instrument. We elected to initially and subsequently measure these hybrid financial instruments in their entirety at fair value with concurrent documentation of this election. Changes in the fair value of the hybrid financial instrument under this fair value election are recorded in earnings and are recorded as gain or loss on derivative instruments in the accompanying consolidated statements of operations. The cash flows for these off-market swap instruments which contain an other-than-insignificant financing element at inception are included in cash flows provided by or used in financing activities on the accompanying consolidated statements of cash flows.

Cash Flow Classification of Derivative Settlements

We classify proceeds received or amounts paid related to early terminations or settlements of our derivative instruments not designated as hedges for accounting purposes in cash flows from operating activities in the statement of cash flows.

Income Taxes

We have elected to be taxed as a REIT under the Internal Revenue Code. To continue to qualify as a REIT, we must continue to meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to stockholders (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, we generally will not be subject to federal income tax on income that we distribute as dividends to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost, unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could materially and adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we are organized and operate in such a manner as to qualify for treatment as a REIT.

Subsequent Events

We evaluate subsequent events up until the date the consolidated financial statements are issued.

Eighth Modification of the Amended and Restated Portfolio Loan Facility

On February 6, 2025, we, through certain of our indirect wholly owned subsidiaries (the “Amended and Restated Portfolio Loan Facility Borrowers”) and REIT Properties III, entered into the eighth loan modification agreement (the “Eighth Extension Agreement”) with Bank of America, N.A., as administrative agent (the “Portfolio Loan Agent”) and the current lenders under the Amended and Restated Portfolio Loan Facility, which are Bank of America, N.A.; Wells Fargo Bank, National Association; U.S. Bank, National Association; Capital One, National Association; PNC Bank, National Association; Regions Bank; and Zions Bankcorporation, N.A., DBA California Bank & Trust (together, the “Portfolio Loan Lenders”). The Amended and Restated Portfolio Loan Facility is secured by 60 South Sixth, Sterling Plaza, Towers at Emeryville, Ten Almaden and Town Center (each a “Portfolio Loan Property,” and together, the “Portfolio Loan Properties”).

Pursuant to the terms of the Eighth Extension Agreement, the maturity date of the facility was extended to January 22, 2027, with two additional 12-month extension options, subject to the terms and conditions in the loan documents. Pursuant to the Eighth Extension Agreement, the Amended and Restated Portfolio Loan Facility bears interest at one-month Term SOFR plus 300 basis points.

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Prior to closing the Eighth Extension Agreement, the aggregate outstanding principal balance of the Amended and Restated Portfolio Loan Facility was approximately $465.9 million (the “Principal Debt”). The Eighth Extension Agreement provides for $15.0 million of new funding (“Additional Loan Proceeds”; the Additional Loan Proceeds together with the Principal Debt (the “Maximum Facility Amount”)) that may be advanced in accordance with, and subject to the terms and conditions of, the Eighth Extension Agreement. The Additional Loan Proceeds may be used solely for approved tenant improvements, leasing commissions and capital improvement costs, and taxes and insurance attributable to the Portfolio Loan Properties. The advances of Additional Loan Proceeds are only available to the extent sufficient funds are not available from certain cash accounts established under the Eighth Extension Agreement.

The Eighth Extension Agreement requires the Amended and Restated Portfolio Loan Facility Borrowers to paydown a portion of the loan such that the Maximum Facility Amount is not greater than (i) $420.0 million on or before December 31, 2025, (ii) $300.0 million on or before December 31, 2026 and (iii) $150.0 million on or before December 31, 2027. In connection with the paydown provisions, the Eighth Extension Agreement requires the sale of Counted Projects (defined below), from time to time, such that we do not own more than five Counted Projects as of December 31, 2025, four Counted Projects as of December 31, 2026 and three Counted Projects as of December 31, 2027. The Counted Projects are the Portfolio Loan Properties and Accenture Tower. In connection with the sale of the Portfolio Loan Properties, the Eighth Extension Agreement provides for up to $30 million of sales proceeds from the sale of the first Portfolio Loan Property and up to a total of $15 million of sales proceeds from the sale of subsequent Portfolio Loan Properties to be funded into the Cash Sweep Collateral Account (defined below) that can be used as described below. Commencing September 30, 2025 and each quarter thereafter, the Eighth Extension Agreement also requires that the Portfolio Loan Properties meet certain leasing requirements.

The Eighth Extension Agreement provides that 100% of excess cash flow from the Portfolio Loan Properties be deposited monthly into cash collateral accounts (the “Cash Sweep Collateral Account”). Subject to the requirements contained therein, the Amended and Restated Portfolio Loan Facility Borrowers will be permitted to withdraw funds from the Cash Sweep Collateral Account to pay or reimburse the Amended and Restated Portfolio Loan Facility Borrowers for approved tenant improvements, leasing commissions and capital improvements, for operating shortfalls related to the Portfolio Loan Properties to the extent they occur in any month and for certain other limited fees and expenses.

Additionally, the Eighth Extension Agreement (i) limits the amount of asset management fees that may be paid by us to our advisor to 90% of the asset management fees associated with the Portfolio Loan Properties (“Permitted Asset Management Fees”) (with the remaining 10% of the asset management fees associated with the Portfolio Loan Properties being deferred until the Amended and Restated Portfolio Loan Facility Borrowers have either paid in full their obligations under the Amended and Restated Portfolio Loan Facility, or met the requirements to pay such deferred fees during the extension periods of the loan) and (ii) limits the amount of REIT-level general and administrative expenses that can be allocated to the Portfolio Loan Properties and paid or reimbursed by the Amended and Restated Portfolio Loan Facility Borrowers, provided that in each case no such payments may be made during the occurrence and continuance of a default or potential default for which the Amended and Restated Portfolio Loan Facility Borrowers have received notice that has not been waived or cured.

The Eighth Extension Agreement also restricts us from paying dividends or distributions to our stockholders or redeeming shares of our stock, except that if no default has occurred and is continuing under the Amended and Restated Portfolio Loan Facility, we may distribute such amounts to our stockholders as are required for us to qualify as a REIT under the Internal Revenue Code of 1986, as amended, so long as such distributions are not funded by the Amended and Restated Portfolio Loan Facility Borrowers.

The Eighth Extension Agreement contains various ongoing financial covenants at both the guarantor (REIT Properties III) and borrower level.

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The Eighth Extension Agreement required us to cause the equity interests of certain of our subsidiaries (and all proceeds therefrom) that directly and indirectly own Accenture Tower to be pledged to the Portfolio Loan Lenders as security for all of the Amended and Restated Portfolio Loan Facility Borrowers’ obligations under the Amended and Restated Portfolio Loan Facility. The Eighth Extension Agreement also requires us to cause approximately half of the units of the SREIT held by us to be pledged to the Portfolio Loan Lenders as security for all of the Amended and Restated Portfolio Loan Facility Borrowers’ obligations under the Amended and Restated Portfolio Loan Facility. To the extent that we sell any of the units of the SREIT (other than certain excluded units), we are required to contribute the cash proceeds of such sale to the Amended and Restated Portfolio Loan Facility Borrowers for such proceeds to be applied as follows (i) in respect of the first $30.0 million of cash proceeds, 50% in prepayment of the outstanding obligations under the Amended and Restated Portfolio Loan Facility and the remaining 50% to be distributed to REIT Properties III to fund the general capital and other cash flow needs of us and our subsidiaries and, (ii) any amounts thereafter, 50% in prepayment of the outstanding obligations under the Amended and Restated Portfolio Loan Facility and 50% to fund the Cash Sweep Collateral Account for capital needs of the Portfolio Loan Properties. The Eighth Extension Agreement also provides that (a) in respect of the sale of Accenture Tower, the first $10 million of net sale proceeds shall be used to fund to the Cash Sweep Collateral Account with the remaining net sale proceeds required to be used to reduce the Amended and Restated Portfolio Loan Facility Borrowers’ obligations under the Amended and Restated Portfolio Loan Facility, and (b) in respect of the sale of The Almaden, the first $10.0 million of net sale proceeds is required to be used to reduce the Amended and Restated Portfolio Loan Facility Borrowers’ obligations under the Amended and Restated Portfolio Loan Facility with the remaining net sale proceeds to be applied on an equal basis to reduce the Amended and Restated Portfolio Loan Facility Borrowers’ obligations under the Amended and Restated Portfolio Loan Facility and to fund the Cash Sweep Collateral Account.

The Eighth Extension Agreement continues to provide that, if elected by the required Portfolio Loan Lenders, a default will occur under the Amended and Restated Portfolio Loan Facility if a written demand for payment is delivered to REIT Properties III under (a) our Credit Facility, (b) the payment guaranty agreement of our Modified Portfolio Revolving Loan Facility or (c) as a result of a default under any guaranty or any other indebtedness of REIT Properties III where the demand made or amount guaranteed is greater than $5.0 million. Further, the occurrence of a default (after any required notice, cure or standstill period, as applicable) under the Accenture Tower Loan will cause a default under the Accenture pledge, resulting in a cross-default under the Amended and Restated Portfolio Loan Facility.

Amendment to Advisory Agreement

In connection with the Eighth Extension Agreement, on February 6, 2025, we and our advisor entered into an amendment to the advisory agreement to (i) defer a portion of the asset management fee associated with the Portfolio Loan Properties as described above and (ii) subject to the further limitations contained in the advisory agreement and our charter, reduce the disposition fees associated with the sales of the Portfolio Loan Properties, Accenture Tower and The Almaden to 0.65% of the contract sales price of each property.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to the effects of interest rate changes as a result of borrowings used to maintain liquidity and to fund property improvements, repairs and tenant build-outs to properties, to pay for other capital needs, to refinance existing indebtedness and to provide working capital. We have also funded distributions to stockholders and redemptions of common stock with borrowings. Our profitability and the value of our real estate investment portfolio may be adversely affected during any period as a result of interest rate changes. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings, prepayment penalties and cash flows and to lower overall borrowing costs. We may manage interest rate risk by utilizing a variety of financial instruments, including interest rate caps, floors, and swap agreements, in order to limit the effects of changes in interest rates on our operations. When we use these types of derivatives to hedge the risk of interest-earning assets or interest-bearing liabilities, we may be subject to certain risks, including the risk that losses on a hedge position will reduce the funds available for other capital needs and that the losses may exceed the amount we invested in the instruments.

The table below summarizes the outstanding principal balance, interest rate or weighted-average contractual interest rates and fair value for our notes payable for each category; and the notional amounts, average pay rates, average receive rates and fair value of our derivative instruments, based on maturity dates as of December 31, 2024 (dollars in thousands):

	Maturity Date																Total Value<br>or Notional<br>Amount
	2025				2026			2027			2028			2029						Fair Value
Assets
Derivative Instruments
Interest rate swaps, notional amount	$	100,000			$	1,000,000		$	—		$	—		$	—		$	1,100,000			$	10,509
Average pay rate (1)	1.2		%		3.3		%	—		%	—		%	—		%	3.1		%
Average receive rate (2)	4.3		%		4.3		%	—		%	—		%	—		%	4.3		%
Liabilities
Notes payable, principal outstanding
Fixed Rate	$	—			$	118,440		$	—		$	—		$	—		$	118,440			$	118,100
Interest rate	—		%		7.5		%	—		%	—		%	—		%	7.5		%
Variable Rate	$	525,938		(3)	$	743,833		$	62,852		$	—		$	—		$	1,332,623			$	1,324,677
Weighted-average contractual interest rate (4)	6.2		%		7.2		%	7.3		%	—		%	—		%	6.8		%

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(1) The average pay rate is based on the interest rate swap fixed rate.

(2) The average receive rate is based on the one-month Term SOFR rate as of December 31, 2024.

(3) Subsequent to December 31, 2024, we completed the modification and extension of the Amended and Restated Portfolio Loan Facility. As a result, as of March 14, 2025, we had debt obligations in the aggregate principal amount of $1.5 billion, with a weighted-average remaining term of 1.5 years. See Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations – Subsequent Events – Eighth Modification of the Amended and Restated Portfolio Loan Facility.”

(4) The weighted-average contractual interest rate represents the actual interest rate in effect as of December 31, 2024, consisting of the contractual interest rate and using interest rate indices as of December 31, 2024, where applicable.

We borrow funds at a combination of fixed and variable rates. Interest rate fluctuations will generally not affect our future earnings or cash flows on our fixed rate debt, unless such instruments mature or are otherwise terminated. However, interest rate changes will affect the fair value of our fixed rate instruments. As of December 31, 2024, the fair value of our fixed rate debt was $118.1 million and the outstanding principal balance of our fixed rate debt was $118.4 million. The fair value estimate of our fixed rate debt is calculated using a discounted cash flow analysis utilizing rates we would expect to pay for debt of a similar type and remaining maturity if the loan was originated as of December 31, 2024. As we expect to hold our fixed rate instruments to maturity (unless the property securing the debt is sold and the loan is repaid) and the amounts due under such instruments would be limited to the outstanding principal balance and any accrued and unpaid interest, we do not expect that fluctuations in interest rates, and the resulting change in fair value of our fixed rate instruments, would have a significant impact on our operations.

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Conversely, movements in interest rates on our variable rate debt would change our future earnings and cash flows, but not significantly affect the fair value of those instruments. However, changes in required risk premiums would result in changes in the fair value of variable rate instruments. As of December 31, 2024, we were exposed to market risks related to fluctuations in interest rates on $232.6 million of variable rate debt outstanding after giving consideration to the impact of interest rate swap agreements on approximately $1.1 billion of our variable rate debt. Based on interest rates as of December 31, 2024, if interest rates were 100 basis points higher or lower during the 12 months ending December 31, 2025, interest expense on our variable rate debt would increase or decrease by $2.3 million.

The interest rate and weighted-average effective interest rate of our fixed rate debt and variable rate debt as of December 31, 2024 were 7.5% and 5.7%, respectively. The weighted-average effective interest rate represents the actual interest rate in effect as of December 31, 2024 (consisting of the contractual interest rate and the effect of interest rate swaps, if applicable), using interest rate indices as of December 31, 2024 where applicable.

Given the challenges affecting the U.S. commercial real estate industry and the challenging interest rate environment, in order to refinance or extend loans, our lenders have required higher interest rate spreads compared to the terms in the loans being refinanced or extended. We utilize interest rate swaps to manage interest rate risk, and in particular fluctuations in the variable rate, namely SOFR, but these interest rate swaps will not mitigate any risk related to higher interest rate spreads. Additionally, we have entered into various interest rate swap agreements that are currently below market and as those swaps expire, our interest expense will increase and further impact our liquidity position and ongoing cash flows. As a result, we expect interest expense and our weighted-average effective interest rate to increase in the future as a result of recent extensions and loan modifications. For a discussion of the interest rate risks related to the current capital and credit markets, see Part I, Item 1A, “Risk Factors” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Outlook – Real Estate and Real Estate Finance Markets.”

We are exposed to financial market risk with respect to our investment in the SREIT (SGX-ST Ticker: OXMU). Financial market risk is the risk that we will incur economic losses due to adverse changes in our investment’s security price. Our exposure to changes in security prices is a result of our investment in these types of securities. Market prices are subject to fluctuation and, therefore, the amount realized in the subsequent sale of an investment may significantly differ from our carrying value. Fluctuation in the market prices of a security may result from any number of factors, including perceived changes in the underlying fundamental characteristics of the issuer, the relative price of alternative investments, interest rates, default rates and general market conditions. The SREIT’s units were first listed for trading on the SGX-ST on July 19, 2019. If an active trading market for the units does not develop or is not sustained, it may be difficult to sell our units. The market for Singapore REITs may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of our investment in the SREIT difficult. Even if an active trading market develops or we are able to negotiate block trades, if we or other significant investors sell or are perceived as intending to sell a substantial amount of units in a short period of time, the market price of our remaining units could be adversely affected. In addition, as a foreign equity investment, the trading price of units of the SREIT may be affected by political, economic, financial and social factors in the Singapore and Asian markets, including changes in government, economic and fiscal policies. Furthermore, we may be limited in our ability to sell our investment in the SREIT if our advisor and/or its affiliates are deemed to have material, non-public information regarding the SREIT. Charles J. Schreiber, Jr., our Chief Executive Officer, our President and our affiliated director, is a former director of the external manager of the SREIT, and Mr. Schreiber currently holds an indirect ownership interest in the external manager of the SREIT. An affiliate of our advisor serves as the U.S. asset manager to the SREIT. We do not currently engage in derivative or other hedging transactions to manage our investment’s security price risk.

As of December 31, 2024, we held 237,426,088 units of the SREIT which represented 18.2% of the outstanding units of the SREIT as of that date. As of December 31, 2024, the aggregate value of our investment in the units of the SREIT was $40.6 million, which was based solely on the closing price of the SREIT units on the SGX-ST of $0.171 per unit as of December 31, 2024, and did not take into account any potential discount for the holding period risk due to the quantity of units held by us relative to the normal level of trading volume in the units. This is a decrease of $0.709 per unit from our initial acquisition of the SREIT units at $0.880 per unit on July 19, 2019. Due to the disruptions in the financial markets, since early March 2020, the trading price of the common units of the SREIT has experienced substantial volatility. The trading price of the common units of the SREIT has been significantly impacted by the market sentiment for stock with significant investment in U.S. commercial office buildings. Based solely on the closing price per unit of the SREIT units as of December 31, 2024, if prices were to increase or decrease by 10%, our net income would increase or decrease by approximately $4.1 million.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the Index to Financial Statements at page F-1 of this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL

DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this report, management, including our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon, and as of the date of, the evaluation, our principal executive officer and principal financial officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file and submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended.

In connection with the preparation of our Form 10-K, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making that assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

Based on its assessment, our management believes that, as of December 31, 2024, our internal control over financial reporting was effective based on those criteria. There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

(a) Amendment to Code of Conduct and Ethics

On March 12, 2025, we amended our Code of Conduct and Ethics to adopt insider trading policies and procedures governing the purchase, sale and/or other dispositions of our securities by our directors and officers and the managers, officers and employees of our advisor and its affiliates who provide services to us, which policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us.

(b) During the quarterly period ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

We will file a definitive Proxy Statement for our 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”) with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year. Accordingly, certain information required by Part III has been omitted under General Instruction G(3) to Form 10-K. Only those sections of the 2025 Proxy Statement that specifically address the items required to be set forth herein are incorporated by reference.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

We have adopted a Code of Conduct and Ethics, which includes insider trading policies and procedures, that applies to all of our executive officers and directors, including but not limited to, our principal executive officer, principal financial officer and principal accounting officer. Our Code of Conduct and Ethics can be found at www.kbsreitiii.com and is filed as an exhibit to this Annual Report on Form 10-K.

The other information required by this Item is incorporated by reference from our 2025 Proxy Statement.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference from our 2025 Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated by reference from our 2025 Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated by reference from our 2025 Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item is incorporated by reference from our 2025 Proxy Statement.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)Financial Statement Schedules

See the Index to Financial Statements at page F-1 of this report.<br><br>The following financial statement schedule is included herein at pages F-45 through F-46 of this report:<br><br>Schedule III - Real Estate Assets and Accumulated Depreciation and Amortization

(b)Exhibits

Ex.	Description
3.1	Second Articles of Amendment and Restatement, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed January 25, 2011
3.2	Fourth Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed December 14, 2023
4.1	Statement regarding restrictions on transferability of shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates), incorporated by reference to Exhibit 4.2 to Pre-Effective Amendment No. 2 to the Company’s Registration Statement on Form S-11, Commission File No. 333-164703, filed August 20, 2010
4.2	Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed March 12, 2021
10.1.1	Advisory Agreement, by and between the Company and KBS Capital Advisors LLC, dated as of September 27, 2024, incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K, filed September 27, 2024
10.1.2	Amendment No. 1 to the Advisory Agreement, by and between the Company and KBS Capital Advisors LLC, dated as of October 11, 2024
10.1.3	Amendment No. 2 to the Advisory Agreement, by and between the Company and KBS Capital Advisors LLC, dated as of December 20, 2024
10.2	Management Fee and Disposition Fee Subordination Agreement, by KBS Capital Advisors LLC in favor of U.S. Bank National Association, dated as of November 22, 2024
10.3.1	Amended and Restated Loan Agreement by and among KBSIII 60 South Sixth Street, LLC, KBSIII Preston Commons, LLC, KBSIII Sterling Plaza, LLC, KBSIII Towers at Emeryville, LLC, KBSIII Ten Almaden, LLC, KBSIII Legacy Town Center, LLC and Bank of America, N.A., dated as of November 3, 2021, incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed March 31, 2022
10.3.2	Amended and Restated Guaranty Agreement by and between KBS REIT Properties III, LLC and Bank of America, N.A., dated as of November 3, 2021, incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed March 31, 2022
10.3.3	Amended and Restated Promissory Note by and among KBSIII 60 South Sixth Street, LLC, KBSIII Preston Commons, LLC, KBSIII Sterling Plaza, LLC, KBSIII Towers at Emeryville, LLC, KBSIII Ten Almaden, LLC, KBSIII Legacy Town Center, LLC and Zions Bancorporation, N.A. (FKA ZB, N.A.) DBA California Bank & Trust, dated as of November 3, 2021, incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed March 31, 2022
10.3.4	Amended and Restated Promissory Note by and among KBSIII 60 South Sixth Street, LLC, KBSIII Preston Commons, LLC, KBSIII Sterling Plaza, LLC, KBSIII Towers at Emeryville, LLC, KBSIII Ten Almaden, LLC, KBSIII Legacy Town Center, LLC and Capital One, National Association, dated as of November 3, 2021, incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed March 31, 2022

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Ex.	Description
10.3.5	Amended and Restated Promissory Note by and among KBSIII 60 South Sixth Street, LLC, KBSIII Preston Commons, LLC, KBSIII Sterling Plaza, LLC, KBSIII Towers at Emeryville, LLC, KBSIII Ten Almaden, LLC, KBSIII Legacy Town Center, LLC and Regions Bank, dated as of November 3, 2021, incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed March 31, 2022
10.3.6	Amended and Restated Promissory Note by and among KBSIII 60 South Sixth Street, LLC, KBSIII Preston Commons, LLC, KBSIII Sterling Plaza, LLC, KBSIII Towers at Emeryville, LLC, KBSIII Ten Almaden, LLC, KBSIII Legacy Town Center, LLC and PNC Bank, National Association, dated as of November 3, 2021, incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed March 31, 2022
10.3.7	Second Amended and Restated Promissory Note by and among KBSIII 60 South Sixth Street, LLC, KBSIII Preston Commons, LLC, KBSIII Sterling Plaza, LLC, KBSIII Towers at Emeryville, LLC, KBSIII Ten Almaden, LLC, KBSIII Legacy Town Center, LLC and Bank of America, N.A., dated as of November 3, 2021, incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed March 31, 2022
10.3.8	Second Amended and Restated Promissory Note by and among KBSIII 60 South Sixth Street, LLC, KBSIII Preston Commons, LLC, KBSIII Sterling Plaza, LLC, KBSIII Towers at Emeryville, LLC, KBSIII Ten Almaden, LLC, KBSIII Legacy Town Center, LLC and U.S. Bank, National Association, dated as of November 3, 2021, incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed March 31, 2022
10.3.9	Second Amended and Restated Promissory Note by and among KBSIII 60 South Sixth Street, LLC, KBSIII Preston Commons, LLC, KBSIII Sterling Plaza, LLC, KBSIII Towers at Emeryville, LLC, KBSIII Ten Almaden, LLC, KBSIII Legacy Town Center, LLC and Wells Fargo Bank, National Association, dated as of November 3, 2021, incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed March 31, 2022
10.3.10	Loan Modification and Extension Agreement, by and among KBSIII 60 South Street, LLC, KBSIII Preston Commons, LLC, KBSIII Sterling Plaza, LLC, KBSIII Towers at Emeryville, LLC, KBSIII Ten Almaden, LLC, KBSIII Legacy Town Center, LLC, KBS REIT Properties III, LLC and Bank of America, N.A., executed as of November 8, 2023 and made effective as of November 3, 2023, incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed March 19, 2024
10.3.11	Second Loan Modification and Extension Agreement, by and among KBSIII 60 South Street, LLC, KBSIII Preston Commons, LLC, KBSIII Sterling Plaza, LLC, KBSIII Towers at Emeryville, LLC, KBSIII Ten Almaden, LLC, KBSIII Legacy Town Center, LLC, KBS REIT Properties III, LLC and Bank of America, N.A., made effective as of November 17, 2023, incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed March 19, 2024
10.3.12	Third Loan Modification and Extension Agreement, by and among KBSIII 60 South Street, LLC, KBSIII Preston Commons, LLC, KBSIII Sterling Plaza, LLC, KBSIII Towers at Emeryville, LLC, KBSIII Ten Almaden, LLC, KBSIII Legacy Town Center, LLC, KBS REIT Properties III, LLC and Bank of America, N.A., executed as of December 29, 2023 and made effective as of December 22, 2023, incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed March 19, 2024
10.3.13	Fourth Loan Modification and Extension Agreement, by and among KBSIII 60 South Sixth Street, LLC, KBSIII Preston Commons, LLC, KBSIII Sterling Plaza, LLC, KBSIII Towers at Emeryville, LLC, KBSIII Ten Almaden, LLC, KBSIII Legacy Town Center, LLC, KBS REIT Properties III, LLC and Bank of America, N.A., effective as of February 6, 2024, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2024, filed May 15, 2024
10.3.14	Fifth Loan Modification and Extension Agreement, by and among KBSIII 60 South Sixth Street, LLC, KBSIII Preston Commons, LLC, KBSIII Sterling Plaza, LLC, KBSIII Towers at Emeryville, LLC, KBSIII Ten Almaden, LLC, KBSIII Legacy Town Center, LLC, KBS REIT Properties III, LLC and Bank of America, N.A., effective as of July 15, 2024, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2024, filed November 14, 2024

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Ex.	Description
10.3.15	Sixth Loan Modification and Extension Agreement, by and among KBSIII 60 South Sixth Street, LLC, KBSIII Preston Commons, LLC, KBSIII Sterling Plaza, LLC, KBSIII Towers at Emeryville, LLC, KBSIII Ten Almaden, LLC, KBSIII Legacy Town Center, LLC, KBS REIT Properties III, LLC and Bank of America, N.A., effective as of October 11, 2024
10.3.16	Seventh Loan Modification and Extension Agreement, by and among KBSIII 60 South Sixth Street, LLC, KBSIII Preston Commons, LLC, KBSIII Sterling Plaza, LLC, KBSIII Towers at Emeryville, LLC, KBSIII Ten Almaden, LLC, KBSIII Legacy Town Center, LLC, KBS REIT Properties III, LLC and Bank of America, N.A., dated as of November 22, 2024
10.4.1	Term Loan Agreement, by and among KBSIII Domain Gateway, LLC, KBSIII 515 Congress, LLC, KBSIII 155 North 400 West, LLC, KBSIII 1550 West McEwen Drive, LLC and U.S. Bank National Association, dated October 17, 2018, incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed March 14, 2019
10.4.2	Recourse Carve-Out Guaranty Agreement, by KBS REIT Properties III, LLC for the benefit of U.S. Bank National Association, dated October 17, 2018, incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed March 14, 2019
10.4.3	Payment Guaranty Agreement, by KBS REIT Properties III, LLC for the benefit of U.S. Bank National Association, dated October 17, 2018, incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed March 14, 2019
10.4.4	First Modification and Additional Advance Agreement (Long Form), by and among KBSIII Domain Gateway, LLC, KBSIII 1550 West McEwen Drive, LLC, KBSIII 155 North 400 West, LLC, KBSIII 515 Congress, LLC, KBSIII 201 17th Street, LLC, U.S. Bank National Association and the Lenders party thereto, dated January 23, 2020, incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed March 6, 2020
10.4.5	Assumption and Joinder Agreement, by and among KBSIII 201 17th Street, LLC, the other Borrowers thereto and U.S. Bank National Association, dated January 23, 2020, incorporated by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed March 6, 2020
10.4.6	Amended and Restated Promissory Note, by and among KBSIII Domain Gateway, LLC, KBS 515 Congress, LLC, KBSIII 155 North 400 West, LLC, KBSIII 1550 West McEwen Drive, LLC, KBSIII 201 17th Street, LLC and Associated Bank, National Association, dated January 23, 2020, incorporated by reference to Exhibit 10.49 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed March 6, 2020
10.4.7	Amended and Restated Promissory Note, by and among KBSIII Domain Gateway, LLC, KBS 515 Congress, LLC, KBSIII 155 North 400 West, LLC, KBSIII 1550 West McEwen Drive, LLC, KBSIII 201 17th Street, LLC and City National Bank, dated January 23, 2020, incorporated by reference to Exhibit 10.50 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed March 6, 2020
10.4.8	Amended and Restated Promissory Note, by and among KBSIII Domain Gateway, LLC, KBS 515 Congress, LLC, KBSIII 155 North 400 West, LLC, KBSIII 1550 West McEwen Drive, LLC, KBSIII 201 17th Street, LLC and Regions Bank, dated January 23, 2020, incorporated by reference to Exhibit 10.51 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed March 6, 2020
10.4.9	Promissory Note, by and among KBSIII Domain Gateway, LLC, KBS 515 Congress, LLC, KBSIII 155 North 400 West, LLC, KBSIII 1550 West McEwen Drive, LLC, KBSIII 201 17th Street, LLC and Citizens Bank, dated January 23, 2020, incorporated by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed March 6, 2020
10.4.10	Second Amended and Restated Promissory Note, by and among KBSIII Domain Gateway, LLC, KBS 515 Congress, LLC, KBSIII 155 North 400 West, LLC, KBSIII 1550 West McEwen Drive, LLC, KBSIII 201 17th Street, LLC and U.S. Bank National Association, dated January 23, 2020, incorporated by reference to Exhibit 10.53 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed March 6, 2020

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Ex.	Description
10.4.11	Second Modification Agreement by and among KBSIII 1550 West McEwen Drive, LLC, KBSIII 155 North 400 West, LLC, KBSIII 515 Congress, LLC, and KBSIII 201 17th Street, LLC, U.S. Bank National Association, and Lenders dated as of February 28, 2023, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023, filed May 12, 2023
10.4.12	Additional Advance and Third Modification Agreement by and among KBSIII 1550 West McEwen Drive, LLC, KBSIII 155 North 400 West, LLC, KBSIII 515 Congress, LLC, and KBSIII 201 17th Street, LLC, U.S. Bank National Association, and Lenders dated as of February 9, 2024, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2024, filed May15, 2024
10.4.13	Modification of Guaranty and Consent and Reaffirmation of Guarantor by KBS REIT Properties III, LLC dated as of February 9, 2024, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2024, filed Mayhttps://www.sec.gov/Archives/edgar/data/1482430/000148243024000035/kbsriiiq12024exhibit103.htm15, 2024
10.5.1	Revolving and Term Loan Agreement, by and among KBSIII 500 West Madison, LLC, U.S. Bank National Association and Bank of America, N.A., dated November 2, 2020, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, filed November 16, 2020
10.5.2	Promissory Note, by and between KBSIII 500 West Madison, LLC and Bank of America, N.A., dated November 2, 2020, incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, filed November 16, 2020
10.5.3	Promissory Note, by and between KBSIII 500 West Madison, LLC and Deutsche Pfandbriefbank AG, dated November 2, 2020, incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, filed November 16, 2020
10.5.4	Payment Guaranty Agreement, by and among KBS REIT Properties III, LLC and U.S. Bank National Association, dated November 2, 2020, incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, filed November 16, 2020
10.5.5	Recourse Carve-Out Guaranty Agreement, by and among KBS REIT Properties III, LLC and U.S. Bank National Association, dated November 2, 2020, incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, filed November 16, 2020
10.5.6	Amended and Restated Promissory Note by and between KBSIII 500 West Madison, LLC and U.S. Bank National Association, dated March 1, 2021, incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed March 12, 2021
10.5.7	Promissory Note by and between KBSIII 500 West Madison, LLC and National Bank of Kuwait S.A.K.P. dated March 1, 2021, incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed March 12, 2021
10.5.8	First Modification Agreement by and among KBSIII 500 West Madison, LLC, U.S. Bank National Association, and Lenders dated as of March 8, 2023, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023, filed May 12, 2023
10.5.9	Second Modification Agreement by and among KBSIII 500 West Madison, LLC, U.S. Bank National Association, and Lenders dated as of November 2, 2023, incorporated by reference to Exhibit 10.55 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed March 19, 2024
10.5.10	Third Modification Agreement by and among KBSIII 500 West Madison, LLC, U.S. Bank National Association, and Lenders dated as of November 1, 2024
10.5.11	First Extension Agreement by and among KBSIII 500 West Madison, LLC, U.S. Bank National Association, and Lenders dated as of December 9, 2024
10.5.12	Second Extension Agreement by and among KBSIII 500 West Madison, LLC, U.S. Bank National Association, and Lenders dated as of December 12, 2024

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Ex.	Description
10.5.13	Third Extension Agreement by and among KBSIII 500 West Madison, LLC, U.S. Bank National Association, and Lenders dated as of December 18, 2024
10.5.14	Fourth Modification Agreement by and among KBSIII 500 West Madison, LLC, U.S. Bank National Association, and Lenders dated as of December 20, 2024
10.5.15	Amended and Restated Payment Guaranty Agreement by KBS REIT Properties III ,LLC and U.S. Bank National Association, and Lenders dated as of December 20, 2024
10.5.16	Amended and Restated Promissory Note by and between KBSIII 500 West Madison, LLC and Bank of America, N.A., dated as of December 20, 2024
10.5.17	Amended and Restated Promissory Note by and between KBSIII 500 West Madison, LLC and Deutsche Pfandbriefbank AG dated as of December 20, 2024
10.5.18	Amended and Restated Promissory Note by and between KBSIII 500 West Madison, LLC and National Bank of Kuwait S.A.K.P. Grand Cayman Branch, dated as of December 20, 2024
10.5.19	Amended and Restated Promissory Note by and between KBSIII 500 West Madison, LLC and U.S. Bank National Association, dated as of December 20, 2024
10.5.20	Amended and Restated Recourse Carve-Out Guaranty Agreement by and among KBS REIT Properties III, LLC, U.S. Bank National Association, and Lenders dated as of December 20, 2024
10.6.1	Deed of Lease, by and between KBSIII 3003 Washington, LLC and KBS Realty Advisors, LLC, dated May 29, 2015, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2015, filed August 13, 2015
10.6.2	First Amendment to Deed of Lease, by and between KBSIII 3003 Washington, LLC and KBS Realty Advisors, LLC, dated March 14, 2019, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2019, filed May 15, 2019
10.6.3	Second Amendment to Deed of Lease, by and between KBSIII 3003 Washington, LLC and KBS Realty Advisors, LLC, dated August 12, 2024, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2024, filed November 14, 2024
14.1	Code of Conduct and Ethics
21.1	Subsidiaries of the Company
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID:42)	F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023	F-4
Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022	F-5
Consolidated Statements of Equity for the Years Ended December 31, 2024, 2023 and 2022	F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022	F-7
Notes to Consolidated Financial Statements	F-8
Financial Statement Schedule
Schedule III - Real Estate Assets and Accumulated Depreciation and Amortization	F-45

All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

KBS Real Estate Investment Trust III, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of KBS Real Estate Investment Trust III, Inc. (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

The Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has $467.0 million of loan maturities and required principal paydowns within one year from the date of issuance of the consolidated financial statements, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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	Impairment evaluation of real estate investments
Description of the Matter	The Company’s real estate investments totaled $1.6 billion as of December 31, 2024. As discussed in Note 3 to the consolidated financial statements, the Company monitors on an ongoing basis events and changes in circumstances that could indicate that the carrying amounts of its real estate and related intangible assets and liabilities may not be recoverable or realized. When indicators of potential impairment are present, the Company assesses the recoverability by estimating whether the Company will recover the carrying value of the real estate and related intangible assets and liabilities through its undiscounted future cash flows and eventual disposition of the property. If the carrying value of the real estate is determined to not be recoverable, the Company records an impairment loss to the extent that the carrying value exceeds the estimated fair value of the real estate and related intangible assets and liabilities.<br><br>Auditing the Company’s process to evaluate real estate investments for impairment was especially challenging as a result of the high degree of judgment and subjectivity in determining whether indicators of impairment were present for certain properties, and in determining the future cash flows and estimated fair values, where applicable, of properties where indicators of impairment were determined to be present. In particular, these estimates were sensitive to significant assumptions including market rental rates and related leasing assumptions, capitalization rates and discount rates, which are affected by expectations about future market or economic conditions.
How We Addressed the Matter in Our Audit	To test the Company’s real estate impairment assessment, our audit procedures included, among others, evaluating the significant judgments applied in determining whether indicators of impairment were present, obtaining evidence to corroborate such judgments and searching for evidence contrary to such judgments, evaluating the methodologies used and testing the significant assumptions listed above used to estimate future cash flows and, where applicable, fair values for certain properties with identified higher impairment risk characteristics. We also held discussions with management about business plans for the assets and other judgments used in determining cash flow estimates for the assets, and compared information used in the impairment assessment to information included in materials presented to the Company’s Board of Directors. Further, we compared significant assumptions considered by management as listed above to current industry and economic trends, observable market-specific data, and historical results of the properties. In certain instances, we involved our internal real estate valuation specialists to assist in performing these procedures.

Impairment evaluation of real estate investments

Description of the Matter

The Company’s real estate investments totaled $1.6 billion as of December 31, 2024. As discussed in Note 3 to the consolidated financial statements, the Company monitors on an ongoing basis events and changes in circumstances that could indicate that the carrying amounts of its real estate and related intangible assets and liabilities may not be recoverable or realized. When indicators of potential impairment are present, the Company assesses the recoverability by estimating whether the Company will recover the carrying value of the real estate and related intangible assets and liabilities through its undiscounted future cash flows and eventual disposition of the property. If the carrying value of the real estate is determined to not be recoverable, the Company records an impairment loss to the extent that the carrying value exceeds the estimated fair value of the real estate and related intangible assets and liabilities.<br><br>Auditing the Company’s process to evaluate real estate investments for impairment was especially challenging as a result of the high degree of judgment and subjectivity in determining whether indicators of impairment were present for certain properties, and in determining the future cash flows and estimated fair values, where applicable, of properties where indicators of impairment were determined to be present. In particular, these estimates were sensitive to significant assumptions including market rental rates and related leasing assumptions, capitalization rates and discount rates, which are affected by expectations about future market or economic conditions.

How We Addressed the Matter in Our Audit

To test the Company’s real estate impairment assessment, our audit procedures included, among others, evaluating the significant judgments applied in determining whether indicators of impairment were present, obtaining evidence to corroborate such judgments and searching for evidence contrary to such judgments, evaluating the methodologies used and testing the significant assumptions listed above used to estimate future cash flows and, where applicable, fair values for certain properties with identified higher impairment risk characteristics. We also held discussions with management about business plans for the assets and other judgments used in determining cash flow estimates for the assets, and compared information used in the impairment assessment to information included in materials presented to the Company’s Board of Directors. Further, we compared significant assumptions considered by management as listed above to current industry and economic trends, observable market-specific data, and historical results of the properties. In certain instances, we involved our internal real estate valuation specialists to assist in performing these procedures.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2010.

Irvine, California

March 14, 2025

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	December 31,
	2024		2023
Assets
Real estate:
Land	$	226,106	$	251,527
Buildings and improvements	1,991,483		2,081,857
Tenant origination and absorption costs	27,334		34,285
Total real estate held for investment, cost	2,244,923		2,367,669
Less accumulated depreciation and amortization	(681,392)		(659,799)
Total real estate held for investment, net	1,563,531		1,707,870
Real estate held for sale, net	—		131,608
Total real estate, net	1,563,531		1,839,478
Real estate equity securities	40,600		51,802
Total real estate and real estate-related investments, net	1,604,131		1,891,280
Cash and cash equivalents	30,484		36,836
Restricted cash	11,090		14,086
Rents and other receivables, net	101,372		91,485
Above-market leases, net	120		189
Assets related to real estate held for sale, net	—		14,126
Prepaid expenses and other assets	76,248		91,383
Total assets	$	1,823,445	$	2,139,385
Liabilities and equity
Notes payable:
Notes payable, net	$	1,442,661	$	1,549,369
Notes payable related to real estate held for sale, net	—		186,527
Total notes payable, net	1,442,661		1,735,896
Accounts payable and accrued liabilities	46,911		49,646
Due to affiliate	19,520		17,408
Below-market leases, net	544		1,069
Liabilities related to real estate held for sale, net	—		2,615
Other liabilities	57,250		65,339
Total liabilities	1,566,886		1,871,973
Commitments and contingencies (Note 13)
Redeemable common stock	—		—
Stockholders’ equity:
Preferred stock, $.01 par value per share; 10,000,000 shares authorized, no shares issued and outstanding	—		—
Common stock, $.01 par value per share; 1,000,000,000 shares authorized, 148,516,246 and 148,516,246 shares issued and outstanding as of December 31, 2024 and 2023, respectively	1,485		1,485
Additional paid-in capital	1,313,297		1,313,299
Cumulative distributions in excess of net income	(1,058,223)		(1,047,372)
Total stockholders’ equity	256,559		267,412
Total liabilities and equity	$	1,823,445	$	2,139,385

See accompanying notes to consolidated financial statements.

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

	Years Ended December 31,
	2024		2023		2022
Revenues:
Rental income	$	258,459	$	270,158	$	275,026
Dividend income from real estate equity securities	967		11,850		14,850
Other operating income	18,239		18,669		18,141
Total revenues	277,665		300,677		308,017
Expenses:
Operating, maintenance and management	72,872		75,914		74,783
Real estate taxes and insurance	49,992		52,789		51,811
Asset management fees to affiliate	19,568		20,839		20,102
General and administrative expenses	18,544		7,297		8,115
Depreciation and amortization	111,206		115,235		111,860
Interest expense	126,588		120,475		60,259
Net gain on derivative instruments	(17,634)		(14,907)		(51,932)
Impairment charges on real estate	6,847		45,459		—
Total expenses	387,983		423,101		274,998
Other income (loss):
Unrealized loss on real estate equity securities	(11,202)		(35,614)		(92,812)
Gain from extinguishment of debt	56,372		—		—
Gain on sale of real estate, net	53,064		—		—
Write-off of prepaid offering costs	—		—		(2,728)
Other interest income	1,233		505		63
Total other income (loss), net	99,467		(35,109)		(95,477)
Net loss	$	(10,851)	$	(157,533)	$	(62,458)
Net loss per common share, basic and diluted	$	(0.07)	$	(1.06)	$	(0.42)
Weighted-average number of common shares outstanding, basic and diluted	148,516,246		148,738,748		149,164,231

See accompanying notes to consolidated financial statements.

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(dollars in thousands)

	Common Stock			Additional Paid-in Capital		Cumulative Distributions in Excess of Net Income		Total Stockholders’ Equity
	Shares	Amounts
Balance, December 31, 2021	153,150,766	$	1,532	$	1,322,613	$	(703,952)	$	620,193
Net loss	—	—		—		(62,458)		(62,458)
Issuance of common stock	3,434,632	34		33,357		—		33,391
Transfers from redeemable common stock	—	—		8,977		—		8,977
Redemptions of common stock	(8,620,444)	(86)		(89,097)		—		(89,183)
Distributions declared	—	—		—		(89,235)		(89,235)
Other offering costs	—	—		(17)		—		(17)
Balance, December 31, 2022	147,964,954	$	1,480	$	1,275,833	$	(855,645)	$	421,668
Net loss	—	—		—		(157,533)		(157,533)
Issuance of common stock	1,900,374	19		16,230		—		16,249
Transfers from redeemable common stock	—	—		33,392		—		33,392
Redemptions of common stock	(1,349,082)	(14)		(12,128)		—		(12,142)
Distributions declared	—	—		—		(34,194)		(34,194)
Other offering costs	—	—		(28)		—		(28)
Balance, December 31, 2023	148,516,246	$	1,485	$	1,313,299	$	(1,047,372)	$	267,412
Net loss	—	—		—		(10,851)		(10,851)
Other offering costs	—	—		(2)		—		(2)
Balance, December 31, 2024	148,516,246	$	1,485	$	1,313,297	$	(1,058,223)	$	256,559

See accompanying notes to consolidated financial statements.

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Years Ended December 31,
	2024		2023		2022
Cash Flows from Operating Activities:
Net loss	$	(10,851)	$	(157,533)	$	(62,458)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	111,206		115,235		111,860
Impairment charges on real estate	6,847		45,459		—
Unrealized loss on real estate equity securities	11,202		35,614		92,812
Deferred rents	(8,553)		(7,635)		(10,896)
Amortization of above- and below-market leases, net	(456)		(769)		(1,280)
Amortization of deferred financing costs	9,524		4,243		3,940
Unrealized losses (gains) on derivative instruments	6,833		16,451		(52,189)
Gain related to swap terminations	(178)		—		—
Interest rate swap settlement for early terminated swaps	6,552		—		—
Gain from extinguishment of debt	(56,372)		—		—
Gain on sale of real estate	(53,064)		—		—
Write-off of prepaid offering costs	—		—		2,728
Interest rate swap settlements for off-market swap instruments	—		(9,138)		(1,543)
Changes in operating assets and liabilities:
Rents and other receivables	(7,317)		(3,149)		3,044
Due from affiliates	—		10		333
Prepaid expenses and other assets	(12,833)		(14,441)		(16,395)
Accounts payable and accrued liabilities	3,337		(1,323)		(2,598)
Due to affiliates	1,612		7,043		2,239
Other liabilities	164		11,567		6,368
Net cash provided by operating activities	7,653		41,634		75,965
Cash Flows from Investing Activities:
Improvements to real estate	(34,469)		(81,219)		(121,568)
Proceeds from sale of real estate, net	192,371		—		—
Purchase of interest rate cap	—		(25)		—
Net cash provided by (used in) investing activities	157,902		(81,244)		(121,568)
Cash Flows from Financing Activities:
Proceeds from notes payable	35,913		77,170		282,118
Principal payments on notes payable	(198,463)		(9,952)		(83,013)
Payments of deferred financing costs	(10,465)		(2,887)		(1,155)
Interest rate swap settlements for off-market swap instruments	—		9,853		569
Restricted cash surrendered from deed-in-lieu of foreclosure	(1,886)		—		—
Payments to redeem common stock	—		(12,142)		(89,183)
Payments of prepaid other offering costs	—		—		(110)
Payments of other offering costs	(2)		(28)		(17)
Distributions paid to common stockholders	—		(25,319)		(56,205)
Net cash (used in) provided by financing activities	(174,903)		36,695		53,004
Net (decrease) increase in cash, cash equivalents and restricted cash	(9,348)		(2,915)		7,401
Cash, cash equivalents and restricted cash, beginning of period	50,922		53,837		46,436
Cash, cash equivalents and restricted cash, end of period	$	41,574	$	50,922	$	53,837
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	92,521	$	93,657	$	55,245
Supplemental Disclosure of Noncash Investing and Financing Activities:
Distributions payable	$	—	$	—	$	7,374
Mortgage loan extinguished in connection with deed-in-lieu of foreclosure	$	125,000	$	—	$	—
Real estate transferred in connection with deed-in-lieu of foreclosure	$	69,028	$	—	$	—
Net liabilities transferred in connection with deed-in-lieu of foreclosure	$	2,286	$	—	$	—
Distributions paid to common stockholders through common stock issuances pursuant to the dividend reinvestment plan	$	—	$	16,249	$	33,391
Redeemable common stock payable	$	—	$	—	$	711
Accrued improvements to real estate	$	6,885	$	14,222	$	19,324
Accrued deferred loan financing costs	$	5,347	$	—	$	—
Accrued disposition fees	$	500	$	—	$	—
Accrued interest rate swap settlements related to off-market swap instruments	$	—	$	—	$	(974)

See accompanying notes to consolidated financial statements.

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

1. ORGANIZATION

KBS Real Estate Investment Trust III, Inc. (the “Company”) was formed on December 22, 2009 as a Maryland corporation that elected to be taxed as a real estate investment trust (“REIT”) beginning with the taxable year ended December 31, 2011 and it intends to continue to operate in such manner. Substantially all of the Company’s business is conducted through KBS Limited Partnership III (the “Operating Partnership”), a Delaware limited partnership. The Company is the sole general partner of and owns a 0.1% partnership interest in the Operating Partnership. KBS REIT Holdings III LLC (“REIT Holdings III”), the limited partner of the Operating Partnership, owns the remaining 99.9% interest in the Operating Partnership and is its sole limited partner. The Company is the sole member and manager of REIT Holdings III.

Subject to certain restrictions and limitations, the business of the Company is externally managed by KBS Capital Advisors LLC (the “Advisor”), an affiliate of the Company, pursuant to an advisory agreement the Company entered into with the Advisor (as amended, the “Advisory Agreement”). On January 26, 2010, the Company issued 20,000 shares of its common stock to the Advisor at a purchase price of $10.00 per share. As of December 31, 2024, the Advisor owned 20,857 shares of the Company’s common stock.

The Company owns a diverse portfolio of real estate investments. As of December 31, 2024, the Company owned 13 office properties, one mixed-use office/retail property and an investment in the equity securities of Prime US REIT, a Singapore real estate investment trust (the “SREIT”).

The Company commenced its initial public offering (the “Offering”) on October 26, 2010. Upon commencing the Offering, the Company retained KBS Capital Markets Group LLC (the “Dealer Manager”), an affiliate of the Company, to serve as the dealer manager of the Offering pursuant to a dealer manager agreement, as amended and restated (the “Dealer Manager Agreement”). The Company ceased offering shares of common stock in the primary Offering on May 29, 2015 and terminated the primary Offering on July 28, 2015.

The Company sold 169,006,162 shares of common stock in the primary Offering for gross proceeds of $1.7 billion. The Company sold 46,154,757 shares of common stock under its dividend reinvestment plan for gross offering proceeds of $471.3 million. The Company has redeemed or repurchased 74,644,349 shares sold in the Offering for $789.2 million. On March 15, 2024, the Company terminated its dividend reinvestment plan and its share redemption program.

Additionally, on October 3, 2014, the Company issued 258,462 shares of common stock for $2.4 million in private transactions exempt from the registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933.

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

2. GOING CONCERN

Each reporting period, management evaluates the Company’s ability to continue as a going concern by evaluating conditions and events, including assessing the Company’s liquidity needs in order to satisfy upcoming debt obligations and the Company’s ability to satisfy debt covenant requirements. Through the normal course of operations, the Company has $467.0 million of notes payable maturities and required principal paydowns during the 12-month period from the issuance of these financial statements. In order to refinance, restructure or extend the Company’s maturing debt obligations, the Company has been required to reduce the loan commitments and/or make paydowns on certain loans, and the Company may be required to make additional reductions to loan commitments and paydowns on the loans maturing during the next 12 months in order to refinance, restructure or extend those loans. As a result of reductions in loan commitments and paydowns and the ongoing liquidity needs in the Company’s real estate portfolio, the Company may be required to sell assets into a challenged real estate market in an effort to manage its liquidity needs. Selling real estate assets in the current market may result in a lower sale price than the Company would otherwise obtain. In addition, the Company continues to evaluate raising capital through the issuance of new equity or debt. The Company may also defer noncontractual expenditures. However, there can be no assurances as to the certainty or timing of management’s plans to be effectively implemented within one year from the date the financial statements are issued, as certain elements of management’s plans are outside the control of the Company, including its ability to repay outstanding debt obligations at maturity, make certain required principal paydowns during the terms of the loans, satisfy other terms and conditions contained in its loan agreements, refinance, restructure or extend certain debt obligations and sell assets in the current real and financial markets. As a result of the Company’s upcoming loan maturities and required principal paydowns, the challenging commercial real estate lending environment and the lack of transaction volume in the U.S. office market as well as general market instability, management’s plans may not be considered probable and thus do not alleviate substantial doubt about the Company’s ability to continue as a going concern. See Note 8, “Notes Payable” for further information regarding the Company’s notes payable.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”).

The consolidated financial statements include the accounts of the Company, REIT Holdings III, the Operating Partnership and their direct and indirect wholly owned subsidiaries. All significant intercompany balances and transactions are eliminated in consolidation.

Use of Estimates

The preparation of the consolidated financial statements and accompanying notes thereto in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates.

Reclassifications

Certain amounts in the Company’s prior period consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods.

During the year ended December 31, 2024, the Company sold two office properties. As a result, certain assets and liabilities related to these properties were reclassified to held for sale on the consolidated balance sheets for all periods presented.

Comprehensive Income (Loss)

Comprehensive income (loss) for each of the years ended December 31, 2024, 2023 and 2022 was equal to net income (loss) for these respective periods.

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition - Operating Leases

Real Estate

The Company recognizes minimum rent, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases, on a straight-line basis over the term of the related leases when collectibility is probable and records amounts expected to be received in later years as deferred rent receivable. If the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance (including amounts that can be taken in the form of cash or a credit against the tenant’s rent) that is funded is treated as a lease incentive and amortized as a reduction of rental revenue over the lease term. Tenant improvement ownership is determined based on various factors including, but not limited to:

•whether the lease stipulates how a tenant improvement allowance may be spent;

•whether the lessee or lessor supervises the construction and bears the risk of cost overruns;

•whether the amount of a tenant improvement allowance is in excess of market rates;

•whether the tenant or landlord retains legal title to the improvements at the end of the lease term;

•whether the tenant improvements are unique to the tenant or general purpose in nature; and

•whether the tenant improvements are expected to have any residual value at the end of the lease.

In accordance with ASU 2016-02, Leases (Topic 842) (“Topic 842”), tenant reimbursements for property taxes and insurance are included in the single lease component of the lease contract (the right of the lessee to use the leased space) and therefore are accounted for as variable lease payments and are recorded as rental income on the Company’s statement of operations. In addition, the Company adopted the practical expedient available under Topic 842 to not separate nonlease components from the associated lease component and instead to account for those components as a single component if the nonlease components otherwise would be accounted for under the new revenue recognition standard (Topic 606) and if certain conditions are met, specifically related to tenant reimbursements for common area maintenance which would otherwise be accounted for under the revenue recognition standard. The Company believes the two conditions have been met for tenant reimbursements for common area maintenance as (i) the timing and pattern of transfer of the nonlease components and associated lease components are the same and (ii) the lease component would be classified as an operating lease. Accordingly, tenant reimbursements for common area maintenance are also accounted for as variable lease payments and recorded as rental income on the Company’s statement of operations.

In accordance with Topic 842, the Company makes a determination of whether the collectibility of the lease payments in an operating lease is probable. If the Company determines the lease payments are not probable of collection, the Company would fully reserve for any contractual lease payments, deferred rent receivable, and variable lease payments and would recognize rental income only to the extent cash has been received. These changes to the Company’s collectibility assessment are reflected as an adjustment to rental income.

The Company, as a lessor, records costs to negotiate or arrange a lease that would have been incurred regardless of whether the lease was obtained, such as legal costs incurred to negotiate an operating lease, as an expense and classifies such costs as operating, maintenance, and management expense on the Company’s consolidated statement of operations, as these costs are not capitalizable under the definition of initial direct costs under Topic 842.

Sales of Real Estate

The Company follows the guidance of ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”), which applies to sales or transfers to noncustomers of nonfinancial assets or in substance nonfinancial assets that do not meet the definition of a business. Generally, the Company’s sales of real estate would be considered a sale of a nonfinancial asset as defined by ASC 610-20.

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ASC 610-20 refers to the revenue recognition principles under ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). Under ASC 610-20, if the Company determines it does not have a controlling financial interest in the entity that holds the asset and the arrangement meets the criteria to be accounted for as a contract, the Company would derecognize the asset and recognize a gain or loss on the sale of the real estate when control of the underlying asset transfers to the buyer.

Real Estate Equity Securities

Dividend income from real estate equity securities is recognized on an accrual basis based on eligible units as of the ex-dividend date.

Cash and Cash Equivalents

The Company recognizes interest income on its cash and cash equivalents as it is earned and classifies such amounts as other interest income.

Real Estate

Depreciation and Amortization

Real estate costs related to the acquisition and improvement of properties are capitalized and depreciated over the expected useful life of the asset on a straight-line basis. Repair and maintenance costs are charged to expense as incurred and significant replacements and betterments are capitalized. Repair and maintenance costs include all costs that do not extend the useful life of the real estate asset. The Company considers the period of future benefit of an asset to determine its appropriate useful life. Expenditures for tenant improvements are capitalized and amortized over the shorter of the tenant’s lease term or expected useful life. The Company anticipates the estimated useful lives of its assets by class to be generally as follows:

Land	N/A
Buildings	25-40 years
Building improvements	10-25 years
Tenant improvements	Shorter of lease term or expected useful life
Tenant origination and absorption costs	Remaining term of related leases, including below-market renewal periods

Impairment of Real Estate and Related Intangible Assets and Liabilities

The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate and related intangible assets and liabilities may not be recoverable or realized. When indicators of potential impairment suggest that the carrying value of real estate and related intangible assets and liabilities may not be recoverable, the Company assesses the recoverability by estimating whether the Company will recover the carrying value of the real estate and related intangible assets and liabilities through its undiscounted future cash flows and its eventual disposition. If, based on this analysis, the Company does not believe that it will be able to recover the carrying value of the real estate and related intangible assets and liabilities, the Company would record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the real estate and related intangible assets and liabilities. The Company did not record any impairment loss on its real estate and related intangible assets during the year ended December 31, 2022. The Company recorded impairment losses of $6.8 million and $45.5 million on its real estate and related intangible assets during the years ended December 31, 2024 and 2023, respectively. See Note 4, “Real Estate — Impairment of Real Estate.”

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Real Estate Held for Sale

The Company generally considers real estate to be “held for sale” when the following criteria are met: (i) management commits to a plan to sell the property, (ii) the property is available for sale immediately, (iii) the property is actively being marketed for sale at a price that is reasonable in relation to its current fair value, (iv) the sale of the property within one year is considered probable and (v) significant changes to the plan to sell are not expected. Real estate that is held for sale and its related assets are classified as “real estate held for sale” and “assets related to real estate held for sale,” respectively, for all periods presented in the accompanying consolidated financial statements. Notes payable and other liabilities related to real estate held for sale are classified as “notes payable related to real estate held for sale” and “liabilities related to real estate held for sale,” respectively, for all periods presented in the accompanying consolidated financial statements. Real estate classified as held for sale is no longer depreciated and is reported at the lower of its carrying value or its estimated fair value less estimated costs to sell. Operating results of properties and related gains on sale of properties that were disposed of or classified as held for sale in the ordinary course of business are included in continuing operations on the Company’s consolidated statements of operations.

Real Estate Held for Non-Sale Disposition

The Company considers real estate assets that do not meet the criteria for held for sale but are expected to be disposed of other than by sale as real estate held for non-sale disposition. The assets and liabilities related to real estate held for non-sale disposition are included in the Company’s consolidated balance sheets and the results of operations are presented as part of continuing operations in the Company’s consolidated statements of operations for all periods presented. Operating results of properties that will be disposed of other than by sale are included in continuing operations on the Company’s consolidated statements of operations until the ultimate disposition of real estate.

Real Estate Equity Securities

Real estate equity securities are carried at fair value based on quoted market prices for the security. Unrealized gains and losses on real estate equity securities are recognized in earnings.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short term investments. Cash and cash equivalents are stated at cost, which approximates fair value. There are no restrictions on the use of the Company’s cash and cash equivalents as of December 31, 2024.

The Company’s cash and cash equivalents balance exceeds federally insurable limits as of December 31, 2024. The Company monitors the cash balances in its operating accounts and adjusts the cash balances as appropriate; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, the Company has experienced no loss or lack of access to cash in its operating accounts.

Restricted Cash

Restricted cash is composed of lender impound reserve accounts on the Company’s borrowings. In addition, restricted cash includes asset management fees restricted from payment to the Advisor pursuant to the Advisory Agreement and held in a separate account for purposes of the Bonus Retention Fund. See below under, “— Related Party Transactions — Asset Management Fee.”

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Rents and Other Receivables

The Company makes a determination of whether the collectibility of the lease payments in its operating leases is probable. If the Company determines the lease payments are not probable of collection, the Company would fully reserve for any outstanding rent receivables related to contractual lease payments and variable leases payments, would write-off any deferred rent receivable and would recognize rental income only to the extent cash has been received. The Company exercises judgment in assessing collectibility and considers payment history, current credit status, the tenant’s financial condition, security deposits, letters of credit, lease guarantees and current market conditions that may impact the tenant’s ability to make payments in accordance with its lease agreements, including the impact of the continued disruptions in the financial markets on the tenant’s business, in making the determination.

Derivative Instruments

The Company enters into derivative instruments for risk management purposes to hedge its exposure to cash flow variability caused by changing interest rates on its variable rate notes payable. The Company records these derivative instruments at fair value on the accompanying consolidated balance sheets. The changes in fair value for derivative instruments that are not designated as a hedge or that do not meet the hedge accounting criteria are recorded as gain or loss on derivative instruments and presented in the accompanying consolidated statements of operations.

Fair Value Election of Hybrid Financial Instruments with Embedded Derivatives

When the Company enters into interest rate swaps which include off-market terms, the Company determines if these contracts are hybrid financial instruments with embedded derivatives requiring bifurcation between the host contract and the derivative instrument. The Company elected to initially and subsequently measure these hybrid financial instruments in their entirety at fair value with concurrent documentation of this election. Changes in the fair value of the hybrid financial instrument under this fair value election are recorded in earnings and are recorded as gain or loss on derivative instruments in the accompanying consolidated statements of operations. The cash flows for these off-market swap instruments which contain an other-than-insignificant financing element at inception are included in cash flows provided by or used in financing activities on the accompanying consolidated statements of cash flows.

Cash Flow Classification of Derivative Settlements

The Company classifies proceeds received or amounts paid related to early terminations or settlements of its derivative instruments not designated as hedges for accounting purposes in cash flows from operating activities in the statement of cash flows. During the year ended December 31, 2024, the Company terminated two interest rate swap agreements and received aggregate settlement proceeds of $6.6 million which was included in net cash flow provided by operating activities in the accompanying consolidated statement of cash flows.

Deferred Financing Costs

Deferred financing costs represent commitment fees, loan fees, legal fees and other third-party costs associated with obtaining financing and are presented on the balance sheet as a direct deduction from the carrying value of the associated debt liability. These costs are amortized over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are generally expensed when the associated debt is refinanced or repaid before maturity unless specific rules are met that would allow for the carryover of such costs to the refinanced debt. Deferred financing costs incurred before an associated debt liability is recognized are included in prepaid and other assets on the balance sheet. Costs incurred in seeking financing transactions that do not close are expensed in the period in which it is determined that the financing will not close.

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value Measurements

The Company is required to measure certain financial instruments at fair value on a recurring basis. In addition, the Company is required to measure other non-financial and financial assets at fair value on a non-recurring basis (e.g., carrying value of impaired real estate loans receivable and long-lived assets). Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories:

•Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

•Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

•Level 3: prices or valuation techniques where little or no market data is available that requires inputs that are both significant to the fair value measurement and unobservable.

When available, the Company utilizes quoted market prices from independent third-party sources to determine fair value and classifies such items in Level 1 or Level 2. In instances where the market for a financial instrument is not active, regardless of the availability of a nonbinding quoted market price, observable inputs might not be relevant and could require the Company to make a significant adjustment to derive a fair value measurement. Additionally, in an inactive market, a market price quoted from an independent third party may rely more on models with inputs based on information available only to that independent third party. When the Company determines the market for a financial instrument owned by the Company to be illiquid or when market transactions for similar instruments do not appear orderly, the Company uses several valuation sources (including internal valuations, discounted cash flow analysis and quoted market prices) and establishes a fair value by assigning weights to the various valuation sources. Additionally, when determining the fair value of liabilities in circumstances in which a quoted price in an active market for an identical liability is not available, the Company measures fair value using (i) a valuation technique that uses the quoted price of the identical liability when traded as an asset or quoted prices for similar liabilities when traded as assets or (ii) another valuation technique that is consistent with the principles of fair value measurement, such as the income approach or the market approach.

Changes in assumptions or estimation methodologies can have a material effect on these estimated fair values. In this regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, may not be realized in an immediate settlement of the instrument.

The Company considers the following factors to be indicators of an inactive market: (i) there are few recent transactions, (ii) price quotations are not based on current information, (iii) price quotations vary substantially either over time or among market makers (for example, some brokered markets), (iv) indexes that previously were highly correlated with the fair values of the asset or liability are demonstrably uncorrelated with recent indications of fair value for that asset or liability, (v) there is a significant increase in implied liquidity risk premiums, yields, or performance indicators (such as delinquency rates or loss severities) for observed transactions or quoted prices when compared with the Company’s estimate of expected cash flows, considering all available market data about credit and other nonperformance risk for the asset or liability, (vi) there is a wide bid-ask spread or significant increase in the bid-ask spread, (vii) there is a significant decline or absence of a market for new issuances (that is, a primary market) for the asset or liability or similar assets or liabilities, and (viii) little information is released publicly (for example, a principal-to-principal market).

The Company considers the following factors to be indicators of non-orderly transactions: (i) there was not adequate exposure to the market for a period before the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets or liabilities under current market conditions, (ii) there was a usual and customary marketing period, but the seller marketed the asset or liability to a single market participant, (iii) the seller is in or near bankruptcy or receivership (that is, distressed), or the seller was required to sell to meet regulatory or legal requirements (that is, forced), and (iv) the transaction price is an outlier when compared with other recent transactions for the same or similar assets or liabilities.

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Dividend Reinvestment Plan

The Company had a dividend reinvestment plan pursuant to which common stockholders could elect to have all or a portion of their dividends and other distributions, exclusive of dividends and other distributions that the Company’s board of directors designated as ineligible for reinvestment through the dividend reinvestment plan, reinvested in additional shares of the Company’s common stock in lieu of receiving cash distributions. Participants in the dividend reinvestment plan acquired shares of the Company’s common stock at a price equal to 95% of the estimated value per share of the Company’s common stock, as determined by the Advisor or another firm chosen by the Company’s board of directors for that purpose. On March 15, 2024, the Company’s board of directors approved the termination of the Company’s dividend reinvestment plan.

Redeemable Common Stock

On March 15, 2024, the Company terminated its share redemption plan. Prior to termination, the Company’s share redemption program enabled stockholders to sell their shares to the Company in limited circumstances. When active, the restrictions of the Company’s share redemption program limited its stockholders’ ability to sell their shares should they require liquidity and limited the stockholders’ ability to recover an amount equal to the Company’s estimated value per share.

The Company classifies financial instruments that represent a mandatory obligation of the Company to redeem shares as liabilities. During periods in which the share redemption program was active, the Company’s common shares were considered redeemable at the option of the holder and, accordingly, the Company separately classified an amount equal to the current maximum potential redemption obligation under the share redemption program as redeemable common stock on the consolidated balance sheet. When the Company determined it has a mandatory obligation to repurchase shares under the share redemption program, it reclassified such obligations from temporary equity to a liability based upon their respective settlement values.

During the year ended December 31, 2024, the Company did not redeem or repurchase any shares of its common stock.

Offering Costs

Direct and incremental costs related to the issuance of stock such as legal fees, printing costs and bankers’ or underwriters’ fees are accounted for as a reduction in the proceeds from the sale of the stock and accordingly, recorded as a reduction of equity in the Company’s consolidated statements of equity. Prior to the effective date of an equity offering, these costs are deferred and included in prepaid expenses and other assets on the Company’s consolidated balance sheets. The deferred costs of a subsequently aborted offering are expensed. During the year ended December 31, 2022, the Company wrote-off $2.7 million of prepaid offering costs in connection with the withdrawal of the Company’s Registration Statement on Form S-11 to offer additional shares under a proposed offering, which were included as an expense in the Company’s consolidated statements of operations.

Related Party Transactions

The Company has entered into the Advisory Agreement with the Advisor. The Company’s Dealer Manager Agreement with the Dealer Manager terminated on March 15, 2024 upon termination of the Company’s dividend reinvestment plan. These agreements entitled the Advisor and/or the Dealer Manager to specified fees upon the provision of certain services with regard to the Offering and reimbursement of organization and offering costs incurred by the Advisor and the Dealer Manager on behalf of the Company and entitle the Advisor to specified fees upon the provision of certain services with regard to the investment of funds in real estate investments, the management of those investments, among other services, and the disposition of investments, and entitle the Advisor to reimbursement of certain costs incurred by the Advisor in providing services to the Company. In addition, the Advisor is entitled to certain other fees, including an incentive fee upon achieving certain performance goals, as detailed in the Advisory Agreement. The Company has also entered into a fee reimbursement agreement (the “AIP Reimbursement Agreement”) with the Dealer Manager pursuant to which the Company agreed to reimburse the Dealer Manager for certain fees and expenses it incurs for administering the Company’s participation in the DTCC Alternative Investment Product Platform with respect to certain accounts of the Company’s investors serviced through the platform. The Advisor and Dealer Manager also served as the advisor and dealer manager, respectively, for KBS Real Estate Investment Trust II, Inc. (“KBS REIT II”) (liquidated May 2023) and KBS Growth & Income REIT, Inc. (“KBS Growth & Income REIT”) (liquidated August 2024).

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Company records all related party fees as incurred, subject to any limitations described in the Advisory Agreement, the Dealer Manager Agreement or the AIP Reimbursement Agreement. See Note 11, “Related Party Transactions.”

Operating Expenses

Under the Advisory Agreement, the Advisor has the right to seek reimbursement from the Company for all costs and expenses it incurs in connection with the provision of services to the Company, including the Company’s allocable share of the Advisor’s overhead, such as rent, employee costs, utilities, accounting software and cybersecurity costs. With respect to employee costs, and other than future payments pursuant to the Bonus Retention Fund (defined below), at this time, the Company reimburses the Advisor for the Company’s allocable portion of the salaries, benefits and overhead of internal audit department personnel providing services to the Company. The Company currently does not reimburse the Advisor for employee costs in connection with services for which the Advisor earns acquisition, origination or disposition fees (other than reimbursement of travel and communication expenses), and other than further payments pursuant to the Bonus Retention Fund, the Company does not reimburse the Advisor for the salaries and benefits the Advisor or its affiliates may pay to the Company’s executive officers and affiliated directors. In addition, the Company reimburses the Advisor for certain of the Company’s direct costs incurred from third parties that were initially paid by the Advisor on behalf of the Company.

Asset Management Fee

For asset management services, the Company pays the Advisor a monthly fee. With respect to investments in real property, the asset management fee is a monthly fee equal to one-twelfth of 0.75% of the amount paid or allocated to acquire the investment, plus the cost of any subsequent development, construction or improvements to the property. This amount includes any portion of the investment that was debt financed and is inclusive of acquisition expenses related thereto (but excludes acquisition fees paid to the Advisor). In the case of investments made through joint ventures, the asset management fee is determined based on the Company’s proportionate share of the underlying investment (but excluding acquisition fees paid to the Advisor). With respect to investments in loans and any investments other than real property, the asset management fee is a monthly fee calculated, each month, as one-twelfth of 0.75% of the lesser of (i) the amount actually paid or allocated to acquire or fund the loan or other investment (which amount includes any portion of the investment that was debt financed and is inclusive of acquisition or origination expenses related thereto, but is exclusive of acquisition or origination fees paid to the Advisor) and (ii) the outstanding principal amount of such loan or other investment, plus the acquisition or origination expenses related to the acquisition or funding of such investment (excluding acquisition or origination fees paid to the Advisor), as of the time of calculation. The Company currently does not pay any asset management fees in connection with the Company’s investment in the equity securities of the SREIT.

On November 22, 2024, the Advisor entered into a Management Fee and Disposition Fee Subordination Agreement (the “Subordination Agreement”) in favor of the Credit Facility Agent (for defined terms in this section, see Note 8, “Notes Payable – Recent Financing Transactions”).

Pursuant to the Subordination Agreement, the Advisor agreed that payment of certain asset management fees owed by the Company to the Advisor pursuant to the Advisory Agreement will be subordinate to the obligations of REIT Properties III to the Credit Facility Lenders under the Credit Agreement (such obligations, the “Senior Debt”). Specifically, payment of asset management fees to the Advisor associated with five of the Company’s real estate properties (Carillon, 515 Congress, Gateway Tech Center, 201 17th Street and Accenture Tower) is subordinated to the Senior Debt until the Senior Debt is paid in full, provided that the Company may pay the Advisor 90% of the asset management fees associated with these five properties so long as an “Event of Default” under the Credit Facility is not in existence or would not result from such payment. For the avoidance of doubt, the remaining 10% of the asset management fees associated with these properties is subordinated and deferred until the Senior Debt is paid in full.

Further, in connection with the Accenture Tower Fourth Modification Agreement, on December 20, 2024, the Company and the Advisor entered into an amendment to the Advisory Agreement to defer 10% of the asset management fees associated with Accenture Tower until the Accenture Tower Loan is paid in full; provided, that upon the occurrence and during the continuance of a restricted payment event under the loan agreement, all asset management fees with respect to Accenture Tower will be deferred and during the restricted payment event, such deferred fees may only be paid to the Advisor with the consent of the required lenders.

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Notwithstanding the foregoing, on November 8, 2022, the Company and the Advisor amended the advisory agreement and commencing with asset management fees accruing from October 1, 2022, the Company paid $1.15 million of the monthly asset management fee to the Advisor in cash and the Company deposited the remainder of the monthly asset management fee into an interest bearing account in the Company’s name, which amounts will be paid to the Advisor from such account solely as reimbursement for payments made by the Advisor pursuant to the Advisor’s employee retention program (such account, the “Bonus Retention Fund”). The Bonus Retention Fund was established in order to incentivize and retain key employees of the Advisor. The Bonus Retention Fund was fully funded in December 2023 when the Company had deposited $8.5 million in cash into such account. Following such time and except as described herein, the monthly asset management fee became fully payable in cash to the Advisor. The Advisor has acknowledged and agreed that payments by the Advisor to employees under the Advisor’s employee retention program that are reimbursed by the Company from the Bonus Retention Fund will be conditioned on (a) the Company’s liquidation and dissolution; (b) a transaction involving the acquisition, merger, conversion or consolidation, either directly or indirectly, of the Company in which (i) the Company is not the surviving entity and (ii) the Advisor is no longer serving as an advisor or asset manager to the surviving entity in such transaction; (c) the sale or other disposition of all or substantially all of the Company’s assets; (d) the non-renewal or termination of the Advisory Agreement without cause; or (e) the termination of the employee without cause. To the extent the Bonus Retention Fund is not fully paid out to employees as set forth above, the Advisory Agreement provides that the residual amount will be deemed additional Deferred Asset Management Fees (defined below) and be treated in accordance with the provisions for payment of Deferred Asset Management Fees. Two of the Company’s executive officers, Jeff Waldvogel and Stacie Yamane, and one of the Company’s directors, Marc DeLuca, participate in and have been allocated awards under the Advisor’s employee retention program, which awards would only be paid as set forth above. As of December 31, 2024, the Company had deposited $8.5 million of restricted cash into the Bonus Retention Fund and the Company had not made any payments to the Advisor from the Bonus Retention Fund.

Prior to amending the Advisory Agreement in November 2022, the prior advisory agreement had provided that with respect to asset management fees accruing from March 1, 2014, the Advisor would defer, without interest, the Company’s obligation to pay asset management fees for any month in which the Company’s modified funds from operations (“MFFO”) for such month, as such term is defined in the practice guideline issued by the Institute for Portfolio Alternatives (“IPA”) in November 2010 and interpreted by the Company, excluding asset management fees, did not exceed the amount of distributions declared by the Company for record dates of that month. The Company remained obligated to pay the Advisor an asset management fee in any month in which the Company’s MFFO, excluding asset management fees, for such month exceeded the amount of distributions declared for the record dates of that month (such excess amount, an “MFFO Surplus”); however, any amount of such asset management fee in excess of the MFFO Surplus was deferred under the prior advisory agreement. If the MFFO Surplus for any month exceeded the amount of the asset management fee payable for such month, any remaining MFFO Surplus was applied to pay any asset management fee amounts previously deferred in accordance with the prior advisory agreement.

Pursuant to the current Advisory Agreement, asset management fees accruing from October 1, 2022 are no longer subject to the deferral provision described above. Asset management fees that remained deferred as of September 30, 2022 are “Deferred Asset Management Fees.” As of September 30, 2022, Deferred Asset Management Fees totaled $8.5 million and the Company had not made any payments to the Advisor related to the Deferred Asset Management Fees for the period from October 1, 2022 to December 31, 2024. The Advisory Agreement also provides that the Company remains obligated to pay the Advisor outstanding Deferred Asset Management Fees in any month to the extent that MFFO for such month exceeds the amount of distributions declared for the record dates of that month (such excess amount, a “RMFFO Surplus”); provided however, that any amount of outstanding Deferred Asset Management Fees in excess of the RMFFO Surplus will continue to be deferred.

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Consistent with the prior advisory agreement, the current Advisory Agreement provides that notwithstanding the foregoing, any and all Deferred Asset Management Fees that are unpaid will become immediately due and payable at such time as the Company’s stockholders have received, together as a collective group, aggregate distributions (including distributions that may constitute a return of capital for federal income tax purposes) sufficient to provide (i) an 8.0% per year cumulative, noncompounded return on such net invested capital (the “Stockholders’ 8% Return”) and (ii) a return of their net invested capital, or the amount calculated by multiplying the total number of shares purchased by stockholders by the issue price, reduced by any amounts to repurchase shares pursuant to the Company’s share redemption program. The Stockholders’ 8% Return is not based on the return provided to any individual stockholder. Accordingly, it is not necessary for each of the Company’s stockholders to have received any minimum return in order for the Advisor to receive Deferred Asset Management Fees.

In addition, the current Advisory Agreement provides that any and all Deferred Asset Management Fees that are unpaid will also be immediately due and payable upon the earlier of:

(i) a listing of the Company’s shares of common stock on a national securities exchange;

(ii) the Company’s liquidation and dissolution;

(iii) a transaction involving the acquisition, merger, conversion or consolidation, either directly or indirectly, of the Company in which (y) the Company is not the surviving entity and (z) the Advisor is no longer serving as an advisor or asset manager to the surviving entity in such transaction; and

(iv) the sale or other disposition of all or substantially all of the Company’s assets.

The Advisory Agreement has a term expiring on September 27, 2025 but may be renewed for an unlimited number of successive one-year periods upon the mutual consent of the Company and the Advisor. The Advisory Agreement may be terminated (i) upon 60 days written notice without cause or penalty by either the Company (acting through the conflicts committee) or the Advisor or (ii) immediately by the Company for cause or upon the bankruptcy of the Advisor. If the Advisory Agreement is terminated without cause, then the Advisor will be entitled to receive from the Company any residual amount of the Bonus Retention Fund deemed to be additional Deferred Asset Management Fees, provided that upon such non-renewal or termination the Company does not retain an advisor in which the Advisor or its affiliates have a majority interest. Upon termination of the Advisory Agreement, all unpaid Deferred Asset Management Fees will automatically be forfeited by the Advisor, and if the Advisory Agreement is terminated for cause, any residual amount of the Bonus Retention Fund deemed to be additional Deferred Asset Management Fees will also automatically be forfeited by the Advisor.

Disposition Fee

For substantial assistance in connection with the sale of properties or other investments, the Company pays the Advisor or one of its affiliates 1.0% of the contract sales price of each property or other investment sold; provided, however, that if, in connection with such disposition, commissions are paid to third parties unaffiliated with the Advisor or one of its affiliates, the fee paid to the Advisor or one of its affiliates may not exceed the commissions paid to such unaffiliated third parties, and provided further that the disposition fees paid to the Advisor or one of its affiliates and unaffiliated third parties may not exceed 6.0% of the contract sales price. The Company will not pay a disposition fee upon the maturity, prepayment or workout of a loan or other debt-related investment, provided that if the Company takes ownership of a property as a result of a workout or foreclosure of a loan, the Company will pay a disposition fee upon the sale of such property. No disposition fees will be paid with respect to any sales of the Company’s investment in units of the SREIT. Notwithstanding the foregoing, the Advisor has agreed to reduce and defer certain disposition fees. On October 11, 2024, in connection with an amendment to the Amended and Restated Portfolio Loan Facility, the Company and the Advisor amended the advisory agreement to reduce the disposition fee payable in connection with the sale of Preston Commons to $0.5 million and to defer payment of the disposition fee to December 1, 2025. Additionally, pursuant to the Subordination Agreement, with respect to the disposition fees associated with the sale of Carillon, 515 Congress, Gateway Tech Center, 201 17th Street and Accenture Tower, the Advisor agreed that the disposition fees will be reduced to not more than 0.65% of the contract sales price of each property and that payment of such disposition fees to the Advisor is subordinated to the Senior Debt until the Senior Debt is paid in full. Such deferred disposition fees will be set aside and deposited to an interest bearing account under the control of the Credit Facility Agent. As of December 31, 2024, the Company had accrued and deferred $0.5 million of disposition fees payable to the Advisor.

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes

The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended. To continue to qualify as a REIT, the Company must continue to meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Company’s annual REIT taxable income to stockholders (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax on income that it distributes as dividends to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost, unless the Internal Revenue Service grants the Company relief under certain statutory provisions. Such an event could materially and adversely affect the Company’s net income and net cash available for distribution to stockholders. However, the Company believes that it is organized and operates in such a manner as to qualify for treatment as a REIT.

The Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. Neither the Company nor its subsidiaries has been assessed interest or penalties by any major tax jurisdictions. The Company’s evaluations were performed for all open tax years through December 31, 2024. As of December 31, 2024, the returns for calendar years 2020 through 2023 remain subject to examination by major tax jurisdictions.

Per Share Data

Basic net income (loss) per share of common stock is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock issued and outstanding during such period. Diluted net income (loss) per share of common stock equals basic net income (loss) per share of common stock as there were no potentially dilutive securities outstanding during the years ended December 31, 2024, 2023 and 2022, respectively.

Distributions declared per common share were $0.230 and $0.598 during the years ended December 31, 2023 and 2022, respectively. Distributions declared per common share assumes each share was issued and outstanding each day that was a record date for distributions and were based on a monthly record date for each month during the period commencing January 2022 through December 2022 and January 2023 through June 2023. No distributions were declared for the six months ended December 31, 2023 and the year ended December 31, 2024, respectively. For each monthly record date for distributions during the period from January 1, 2022 through December 31, 2022, distributions were calculated at a rate of $0.04983333 per share. For each monthly record date for distributions during the period from January 1, 2023 through June 30, 2023, distributions were calculated at a rate of $0.03833333 per share.

Square Footage, Occupancy and Other Measures

Square footage, occupancy, number of tenants and other measures, including annualized base rent and annualized base rent per square foot, used to describe real estate investments included in these notes to the consolidated financial statements are presented on an unaudited basis.

Recently Issued Accounting Standards Update

In November 2023, the FASB issued accounting standards update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses, as well as disclosure of the title and position of the chief operating decision maker (“CODM”) and how the CODM uses the reported measure(s) of segment profit or loss in assessing performance. Public entities with a single reportable segment are required to provide the new disclosures under ASU 2023-07 and all disclosures under Topic 280 on an annual and interim basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The adoption of ASU 2023-07 did not have a significant impact on the Company’s financial statement disclosures. Additional disclosure required by ASU 2023-07 is included in Note 12, “Segment Information.”

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

4. REAL ESTATE

As of December 31, 2024, the Company’s real estate portfolio was composed of 13 office properties and one mixed-use office/retail property encompassing in the aggregate approximately 6.4 million rentable square feet. As of December 31, 2024, the Company’s real estate portfolio was collectively 80.6% occupied. The following table summarizes the Company’s investments in real estate as of December 31, 2024 (in thousands):

Property	Date Acquired	City	State	Property Type	Total Real Estate, at Cost (1)		Accumulated Depreciation and Amortization (1)		Total Real Estate, Net (1)
Town Center	03/27/2012	Plano	TX	Office	$	143,310	$	(58,514)	$	84,796
Gateway Tech Center	05/09/2012	Salt Lake City	UT	Office	37,388		(14,095)		23,293
60 South Sixth	01/31/2013	Minneapolis	MN	Office	115,520		(1,825)		113,695
Sterling Plaza	06/19/2013	Dallas	TX	Office	97,086		(36,020)		61,066
Accenture Tower	12/16/2013	Chicago	IL	Office	575,455		(184,634)		390,821
Ten Almaden	12/05/2014	San Jose	CA	Office	131,599		(45,433)		86,166
Towers at Emeryville	12/23/2014	Emeryville	CA	Office	223,697		(73,665)		150,032
3003 Washington Boulevard	12/30/2014	Arlington	VA	Office	154,814		(49,418)		105,396
Park Place Village	06/18/2015	Leawood	KS	Office/Retail	87,836		(17,430)		70,406
201 17th Street	06/23/2015	Atlanta	GA	Office	105,507		(37,952)		67,555
515 Congress	08/31/2015	Austin	TX	Office	137,475		(40,512)		96,963
The Almaden	09/23/2015	San Jose	CA	Office	193,133		(56,081)		137,052
3001 Washington Boulevard	11/06/2015	Arlington	VA	Office	60,999		(16,648)		44,351
Carillon	01/15/2016	Charlotte	NC	Office	181,104		(49,165)		131,939
					$	2,244,923	$	(681,392)	$	1,563,531

_____________________

(1) Amounts presented are net of impairment charges and write-offs of fully depreciated/amortized assets.

As of December 31, 2024, the following property represented more than 10% of the Company’s total assets:

Property	Location	Rentable Square Feet	Total Real Estate, Net <br>(in thousands)		Percentage of Total Assets		Annualized Base Rent (in thousands) (1)		Occupancy
Accenture Tower	Chicago, IL	1,457,724	$	390,821	21.4	%	$	38,988	93.1	%

_____________________

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

4. REAL ESTATE (CONTINUED)

Operating Leases

The Company’s office and office/retail properties are leased to tenants under operating leases for which the terms and expirations vary. As of December 31, 2024, the leases, including leases that have been executed but not yet commenced, had remaining terms, excluding options to extend, of up to 14.5 years with a weighted-average remaining term of 5.6 years. Some of the leases have provisions to extend the term of the leases, options for early termination for all or a part of the leased premises after paying a specified penalty, and other terms and conditions as negotiated. The Company retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. Generally, upon the execution of a lease, the Company requires a security deposit from the tenant in the form of a cash deposit and/or a letter of credit. The amount required as a security deposit varies depending upon the terms of the respective lease and the creditworthiness of the tenant, but generally is not a significant amount. Therefore, exposure to credit risk exists to the extent that a receivable from a tenant exceeds the amount of its security deposit. Security deposits received in cash related to tenant leases are included in other liabilities in the accompanying consolidated balance sheets and totaled $8.4 million and $10.0 million as of December 31, 2024 and 2023, respectively.

During the years ended December 31, 2024, 2023 and 2022, the Company recognized deferred rent from tenants of $8.6 million, $7.6 million and $10.9 million, respectively. As of December 31, 2024 and 2023, the cumulative deferred rent balance was $95.1 million and $87.2 million, respectively, and is included in rents and other receivables on the accompanying balance sheets. The cumulative deferred rent balance included $17.9 million and $15.2 million of unamortized lease incentives as of December 31, 2024 and 2023, respectively.

As of December 31, 2024, the future minimum rental income from the Company’s properties under its non-cancelable operating leases was as follows (in thousands):

2025	$	173,216
2026	166,042
2027	144,762
2028	125,612
2029	103,562
Thereafter	377,923
	$	1,091,117

As of December 31, 2024, the Company’s office and office/retail properties were leased to approximately 460 tenants over a diverse range of industries and geographic areas. As of December 31, 2024, no tenant accounted for more than 10% of annualized base rent.

Geographic Concentration Risk

As of December 31, 2024, the Company’s net investments in real estate in Illinois, California and Texas represented 21.4%, 20.5% and 13.3% of the Company’s total assets, respectively. As a result, the geographic concentration of the Company’s portfolio makes it particularly susceptible to adverse economic developments in the Illinois, California and Texas real estate markets. Any adverse economic or real estate developments in these markets, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors, or any decrease in demand for office space resulting from the local business climate, could adversely affect the Company’s operating results.

Impairment of Real Estate

During the year ended December 31, 2024, the Company recorded non-cash impairment charges of $6.8 million to write down the carrying value of 60 South Sixth (located in Minneapolis, Minnesota) to its estimated fair value as a result of changes in cash flow estimates which resulted in the future estimated undiscounted cash flows being lower than the net carrying value of the property. The decrease in cash flow projections was primarily due to the continued challenges in the leasing environment.

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

4. REAL ESTATE (CONTINUED)

During the year ended December 31, 2023, the Company recorded non-cash impairment charges of $45.5 million to write down the carrying value of 201 Spear Street (located in San Francisco, California) to its estimated fair value as a result of continued market uncertainty due to rising interest rates, increased vacancy rates as a result of slow return to office in San Francisco, additional projected vacancy due to anticipated tenant turnover and further declining values of comparable sales in the market, all of which impacted ongoing cash flow estimates and leasing projections, which resulted in the future estimated undiscounted cash flows being lower than the net carrying value of the property. As a result, 201 Spear Street was valued at substantially less than the outstanding mortgage debt. During the year ended December 31, 2023, the borrower under the 201 Spear Street Mortgage Loan (the “Spear Street Borrower”) entered into a deed-in-lieu of foreclosure transaction (the “Deed-in-Lieu Transaction”) with the lender of the 201 Spear Street Mortgage Loan (the “Spear Street Lender”). On January 9, 2024, the Spear Street Lender transferred the title of the 201 Spear Street property to a third-party buyer of the 201 Spear Street Mortgage Loan. See below, “— Disposition Through Deed-in-Lieu Transaction.”

The Company did not record any impairment charges on its real estate properties during the year ended December 31, 2022.

Disposition Through Deed-in-Lieu Transaction

During the year ended December 31, 2024, the Company disposed of the 201 Spear Street property in connection with the Deed-in-Lieu Transaction and recognized a $56.4 million gain from extinguishment of debt for the year ended December 31, 2024. As of December 31, 2023, the 201 Spear Street property was held for non-sale disposition. The results of operations for 201 Spear Street are included in continuing operations on the Company’s consolidated statements of operations. The following table summarizes the revenues and expenses related to 201 Spear Street for the years ended December 31, 2024, 2023 and 2022, respectively (in thousands).

	Years Ended December 31,
	2024		2023		2022
Revenues
Rental income (1)	$	197	$	7,930	$	20,999
Other operating income	9		507		670
Total revenues	$	206	$	8,437	$	21,669
Expenses
Operating, maintenance, and management	$	52	$	3,773	$	4,140
Real estate taxes and insurance	69		2,701		2,831
Asset management fees to affiliate	26		789		1,054
General and administrative expenses	93		113		67
Depreciation and amortization	—		3,941		5,617
Interest expense	419		10,001		4,256
Impairment charge	—		45,459		—
Total expenses	$	659	$	66,777	$	17,965

_____________________

(1) For the year ended December 31, 2023, rental income includes a reserve for straight-line rent for a lease at 201 Spear Street.

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

4. REAL ESTATE (CONTINUED)

The following table summarizes the assets and liabilities related to 201 Spear Street, which was held for non-sale disposition as of December 31, 2023 (in thousands):

	December 31, 2023
Assets related to real estate held for non-sale disposition
Total real estate, at cost and net of impairment charges	$	70,571
Accumulated depreciation and amortization	(1,543)
Real estate held for non-sale disposition, net	69,028
Restricted cash	3,103
Rent and other receivables, net	1,142
Prepaid expenses and other assets	1,421
Total assets	$	74,694
Liabilities related to real estate held for non-sale disposition
Notes payable, net	$	125,000
Accounts payable and accrued liabilities	3,927
Due to affiliate	16
Other liabilities	1,816
Total liabilities	$	130,759

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

5. REAL ESTATE DISPOSITIONS

During the year ended December 31, 2024, the Company sold two office properties to purchasers unaffiliated with the Company or the Advisor. In February 2024, the Company completed the sale of one office property for $48.8 million, before third-party closing costs and disposition fees payable to the Advisor, and in November 2024, the Company sold one office property for $151.0 million, before third-party closing costs, credits and disposition fees payable to the Advisor. The Company recognized a gain on sale of $53.1 million related to these dispositions. As of December 31, 2024, the Company did not have any real estate properties held for sale.

The results of operations for the properties sold during the year ended December 31, 2024 are included in continuing operations on the Company’s consolidated statements of operations. The following table summarizes certain revenues and expenses related to the Company’s real estate properties that were sold during the year ended December 31, 2024, which were included in continuing operations (in thousands):

	Years Ended December 31,
	2024		2023		2022
Revenues
Rental income	$	16,164	$	22,964	$	20,794
Other operating income	1,480		1,592		1,305
Total revenues	$	17,644	$	24,556	$	22,099
Expenses (1)
Operating, maintenance, and management	$	3,922	$	5,422	$	5,512
Real estate taxes and insurance	2,588		3,893		3,938
Asset management fees to affiliate	1,047		1,478		1,442
Depreciation and amortization	6,055		8,906		7,995
Total expenses	$	13,612	$	19,699	$	18,887

_____________________

(1) The office property sold in February 2024 had served as collateral for the Modified Portfolio Revolving Loan Facility and the property sold in November 2024 had served as collateral for the Amended and Restated Portfolio Loan Facility. Interest expense incurred on these portfolio loans is not allocated to the individual properties that serve as collateral for these portfolio loans and therefore, interest expense incurred for the sold properties is not shown in this table. Upon the sale of the office property in February 2024, $46.2 million of the outstanding principal of the Modified Portfolio Revolving Loan Facility was repaid. Upon the sale of the office property in November 2024, $140.4 million of the outstanding principal of the Amended and Restated Portfolio Loan Facility was repaid.

The following summary presents the major components of assets and liabilities related to real estate held for sale as of December 31, 2023 (in thousands).

	December 31, 2023
Real estate held for sale, net:
Total real estate, at cost	$	185,309
Accumulated depreciation and amortization	(53,701)
Real estate held for sale, net	131,608
Other assets	14,126
Total assets related to real estate held for sale	$	145,734
Liabilities related to real estate held for sale:
Notes payable related to real estate held for sale, net	$	186,527
Other liabilities	2,615
Total liabilities related to real estate held for sale	$	189,142

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

6. TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW

MARKET LEASE LIABILITIES

As of December 31, 2024 and 2023, the Company’s tenant origination and absorption costs, above-market lease assets and below-market lease liabilities (excluding fully amortized assets and liabilities and accumulated amortization) were as follows (in thousands):

	Tenant Origination and<br>Absorption Costs				Above-Market<br>Lease Assets				Below-Market<br>Lease Liabilities
	December 31,<br>2024		December 31,<br>2023		December 31,<br>2024		December 31,<br>2023		December 31,<br>2024		December 31,<br>2023
Cost	$	27,334	$	34,285	$	873	$	904	$	(4,679)	$	(7,216)
Accumulated Amortization	(20,960)		(25,161)		(753)		(715)		4,135		6,147
Net Amount	$	6,374	$	9,124	$	120	$	189	$	(544)	$	(1,069)

Increases (decreases) in net income as a result of amortization of the Company’s tenant origination and absorption costs, above-market lease assets and below-market lease liabilities for the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands):

	Tenant Origination and<br>Absorption Costs						Above-Market<br>Lease Assets						Below-Market<br>Lease Liabilities
	For the Years Ended December 31,						For the Years Ended December 31,						For the Years Ended December 31,
	2024		2023		2022		2024		2023		2022		2024		2023		2022
Amortization	$	(2,751)	$	(3,907)	$	(5,744)	$	(69)	$	(73)	$	(86)	$	525	$	842	$	1,366

The remaining unamortized balance for these outstanding intangible assets and liabilities as of December 31, 2024 is estimated to be amortized for the years ending December 31 as follows (in thousands):

	Tenant Origination and <br>Absorption Costs		Above-Market <br>Lease Assets		Below-Market <br>Lease Liabilities
2025	$	(2,311)	$	(68)	$	314
2026	(1,741)		(52)		198
2027	(1,033)		—		32
2028	(910)		—		—
2029	(379)		—		—
Thereafter	—		—		—
	$	(6,374)	$	(120)	$	544
Weighted-Average Remaining Amortization Period	3.4 years		1.8 years		1.8 years

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

7. REAL ESTATE EQUITY SECURITIES

Investment in Prime US REIT

In connection with the Company’s sale of 11 properties to the SREIT on July 18, 2019 (the “Singapore Portfolio”), on July 19, 2019, the Company, through an indirect wholly owned subsidiary (“REIT Properties III”), acquired 307,953,999 units in the SREIT at a price of $271.0 million, or $0.88 per unit, representing a 33.3% ownership interest in the SREIT (such transactions, the “Singapore Transaction”). On August 21, 2019, REIT Properties III sold 18,392,100 of its units in the SREIT for $16.2 million pursuant to an over-allotment option granted to the underwriters of the SREIT’s offering, reducing REIT Properties III’s ownership in the SREIT to 31.3% of the outstanding units of the SREIT as of that date. On November 9, 2021, REIT Properties III sold 73,720,000 of its units in the SREIT for $58.9 million, net of fees and costs, reducing REIT Properties III’s ownership in the SREIT to 18.5% of the outstanding units of the SREIT as of that date. On March 28, 2024, the SREIT issued an additional unit for every 10 existing units held by its unitholders as of March 4, 2024, increasing REIT Properties III’s investment in the units of the SREIT to 237,426,088 units. As of December 31, 2024, REIT Properties III held 237,426,088 units of the SREIT which represented 18.2% of the outstanding units of the SREIT. As of December 31, 2024, the aggregate book value and fair value of the Company’s investment in the units of the SREIT was $40.6 million, which was based on the closing price of the SREIT units on the SGX-ST of $0.171 per unit as of December 31, 2024.

During the years ended December 31, 2024, 2023 and 2022, the Company recognized $1.0 million, $11.9 million and $14.9 million of dividend income from its investment in the SREIT, respectively. During the years ended December 31, 2024, 2023 and 2022, the Company recorded an unrealized loss on real estate equity securities of $11.2 million, $35.6 million and $92.8 million, respectively.

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

8. NOTES PAYABLE

As of December 31, 2024 and 2023, the Company’s notes payable consisted of the following (dollars in thousands):

	Book Value as of <br>December 31, 2024		Book Value as of <br>December 31, 2023		Contractual Interest Rate as of<br><br>December 31, 2024 (1)	Effective<br><br>Interest Rate as of<br><br>December 31, 2024 (1)	Payment Type	Maturity Date (2)
The Almaden Mortgage Loan (3)	$	118,440	$	119,870	7.45%	7.45%	Principal &<br>Interest	02/01/2026
201 Spear Street Mortgage Loan (4)	—		125,000		(4)	(4)	(4)	(4)
Carillon Mortgage Loan (5)	88,140		94,400		One-month Term SOFR (6) + 1.50%	5.84%	Principal &<br>Interest	04/11/2026
Modified Portfolio Revolving Loan Facility (7)	209,789		249,145		One-month Term SOFR + 3.00%	7.34%	Principal &<br>Interest	03/01/2026
3001 & 3003 Washington Mortgage Loan (8)	138,807		140,410		One-month Term SOFR + 0.10% + 2.90%	7.34%	Interest Only	05/06/2026
Accenture Tower Loan (9)	307,097		306,000		One-month Term SOFR + 3.00%	7.34%	Interest Only	11/02/2026
Credit Facility (10)	62,852		37,500		One-month Term SOFR + 3.00%	7.34%	Principal & Interest	09/30/2027
Amended and Restated Portfolio Loan Facility (11)	460,938		601,288		One-month Term SOFR + 0.10% +<br><br>1.80%	6.24%	Interest Only	01/23/2025
Park Place Village Mortgage Loan (12)	65,000		65,000		One-month Term<br><br>SOFR + 1.95%	6.29%	Interest Only	08/31/2025
Total notes payable principal outstanding	$	1,451,063	$	1,738,613
Deferred financing costs, net	(8,402)		(2,717)
Total Notes Payable, net	$	1,442,661	$	1,735,896

_____________________

(1) Contractual interest rate represents the interest rate in effect under the loan as of December 31, 2024. Effective interest rate is calculated as the actual interest rate in effect as of December 31, 2024, consisting of the contractual interest rate and using interest rate indices as of December 31, 2024, where applicable. For information regarding the Company’s derivative instruments, see Note 9, “Derivative Instruments.”

(2) Represents the maturity date as of December 31, 2024; subject to certain conditions, the maturity dates of certain loans may be extended beyond the dates shown. See below.

(3) Beginning January 1, 2024, the borrower under the Almaden Mortgage Loan is required to make a monthly principal payment in the amount of $130,000.

(4) The Spear Street Borrower defaulted on the 201 Spear Street Mortgage Loan as a result of failure to pay in full the entire November 2023 monthly interest payment, resulting in an event of default on the loan on November 14, 2023. On December 29, 2023, the Spear Street Borrower and the Spear Street Lender entered a deed-in-lieu of foreclosure transaction and the Spear Street Lender transferred the title of the 201 Spear Street property to a third-party buyer of the 201 Spear Street Mortgage Loan on January 9, 2024.

(5) On April 11, 2024, the borrower under the Carillon Mortgage Loan entered into a loan modification agreement (the “Carillon Second Modification Agreement”) with the lender and extended the maturity date of the Carillon Mortgage Loan to June 10, 2024. One 24-month extension option remained available from the original maturity date of April 11, 2024, subject to certain terms and conditions contained in the loan documents. In connection with the Carillon Second Modification Agreement, the borrowing capacity under the Carillon Mortgage Loan was reduced to $94.4 million. The revolving debt outstanding was converted to term debt and the remaining unadvanced portion of the commitment of $16.6 million was permanently cancelled pursuant to the Carillon Second Modification Agreement. In June 2024, the borrower exercised the 24-month extension option, which extended the maturity date of the Carillon Mortgage Loan to April 11, 2026. In connection with the extension, the borrower made a $5.6 million principal payment. Beginning June 1, 2024, the borrower under the Carillon Mortgage Loan is required to make a monthly principal payment in the amount of $112,000.

(6) Secured Overnight Financing Rate (“Term SOFR”).

(7) See below, “– Recent Financing Transactions – Modified Portfolio Revolving Loan Facility.”

(8) See below, “– Recent Financing Transactions – 3001 & 3003 Washington Mortgage Loan.”

(9) See below, “– Recent Financing Transactions – Accenture Tower Loan.”

(10) See below, “– Recent Financing Transactions – Modifications of Credit Facility.”

(11) See below, “– Recent Financing Transactions – Amended and Restated Portfolio Loan Facility” and Note 14, “Subsequent Events – Eighth Modification of the Amended and Restated Portfolio Loan Facility.”

(12) As of December 31, 2024, the Park Place Village Mortgage Loan has two 12-month extension options, subject to certain terms, conditions and fees as described in the loan documents. Monthly payments are interest only during the initial term and the first extension option. During the second extension option, certain future monthly payments due under the Park Place Village Mortgage Loan also include amortizing principal payments.

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

8. NOTES PAYABLE (CONTINUED)

Through the normal course of operations, the Company has $467.0 million of notes payable maturing and required principal paydowns during the 12-month period from the issuance of these financial statements. Considering the current commercial real estate lending environment and the ongoing required loan paydowns and loan maturity schedule, this raises substantial doubt as to the Company’s ability to continue as a going concern for at least a year from the date of the issuance of these financial statements. In order to refinance, restructure or extend the Company’s maturing debt obligations, the Company has been required to reduce the loan commitments and/or make paydowns on certain loans, and the Company may be required to make additional reductions to loan commitments and paydowns on the loans maturing during the next 12 months in order to refinance, restructure or extend those loans. As a result of reductions in loan commitments and paydowns and the ongoing liquidity needs in the Company’s real estate portfolio, the Company may be required to sell assets into a challenged real estate market in an effort to manage its liquidity needs. Selling real estate assets in the current market may result in a lower sale price than the Company would otherwise obtain. In addition, the Company may continue to evaluate raising capital through the issuance of new equity or debt. The Company may also defer noncontractual expenditures. Additionally, elevated interest rates, reductions in real estate values and future tenant turnover in the portfolio will have a further impact on the Company’s ability to meet loan compliance tests and may further reduce the available liquidity under the Company’s loan agreements. See also, Note 2, “Going Concern.”

During the years ended December 31, 2024, 2023 and 2022, the Company’s interest expense related to notes payable was $126.6 million, $120.5 million and $60.3 million, respectively, which excludes the impact of interest rate swaps and caps put in place to mitigate the Company’s exposure to rising interest rates on its variable rate notes payable. See Note 9, “Derivative Instruments.” Included in interest expense was the amortization of deferred financing costs of $9.5 million, $4.2 million and $3.9 million for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024 and 2023, $8.6 million and $9.9 million of interest expense were payable, respectively.

The following is a schedule of maturities, including principal amortization payments, for all notes payable outstanding as of December 31, 2024 (in thousands):

2025	$	557,717
2026	865,846
2027	27,500
2028	—
2029	—
Thereafter	—
	$	1,451,063

The Company’s notes payable contain financial debt covenants. As discussed below under “– Recent Financing Transactions,” in connection with short-term extensions of certain loans, the Company’s lenders have waived certain financial debt covenants. As of December 31, 2024, the Company believes it was in compliance with the debt covenants under its notes payable to the extent those covenants were not waived by the lenders. The Company’s loan agreements contain cross default provisions, including that the failure of one or more of the Company’s subsidiaries to pay debt as it matures under one debt facility may trigger the acceleration of the Company’s indebtedness under other debt facilities. As of December 31, 2024, the Almaden Mortgage Loan, the Modified Portfolio Revolving Loan Facility, the Amended and Restated Portfolio Loan Facility, the 3001 & 3003 Washington Mortgage Loan and the Accenture Tower Loan are subject to cash sweep arrangements, whereby each month the excess cash flow from the properties securing the loan is deposited into a cash management account held for the benefit of the Company’s lenders. Generally, excess cash flow means an amount equal to (a) gross revenues from the properties securing the facility less (b) an amount equal to principal and interest paid with respect to the associated debt facility, operating expenses of the properties securing the facility and in certain cases a limited amount of REIT-level expenses. In certain cases, the Company may request disbursements from the cash management accounts to fund capital or operating shortfalls at the underlying assets. Amounts held in the cash management accounts at each reporting period are included in restricted cash in the accompanying consolidated balance sheets.

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Recent Financing Transactions

Amended and Restated Portfolio Loan Facility

On November 3, 2021, certain of the Company’s indirect wholly owned subsidiaries (the “Amended and Restated Portfolio Loan Facility Borrowers”) entered into a loan agreement with Bank of America, N.A., as administrative agent (the “Portfolio Loan Agent”); BofA Securities, Inc., Wells Fargo Securities, LLC and Capital One, National Association as joint lead arrangers and joint book runners; Wells Fargo Bank, N.A., as syndication agent; and each of the financial institutions signatory thereto as lenders (as subsequently modified and amended, the “Amended and Restated Portfolio Loan Facility”). The current lenders under the Amended and Restated Portfolio Loan Facility are Bank of America, N.A.; Wells Fargo Bank, National Association; U.S. Bank, National Association; Capital One, National Association; PNC Bank, National Association; Regions Bank; and Zions Bankcorporation, N.A., DBA California Bank & Trust (together, the “Portfolio Loan Lenders”).

As of December 31, 2024, the aggregate outstanding principal balance of the Amended and Restated Portfolio Loan Facility was approximately $460.9 million, which reflects a pay down on November 15, 2024 of $140.4 million from the net proceeds from the sale of Preston Commons (see Note 5, “Real Estate Dispositions”). Following the release of Preston Commons, the Amended and Restated Portfolio Loan Facility is secured by 60 South Sixth, Sterling Plaza, Towers at Emeryville, Ten Almaden and Town Center (the “Portfolio Loan Properties”).

On February 6, 2024, July 15, 2024, October 11, 2024 and November 22, 2024, the Amended and Restated Portfolio Loan Facility Borrowers entered into loan modification and extension agreements with the Portfolio Loan Agent and the Portfolio Loan Lenders (the “Fourth Extension Agreement,” “Fifth Extension Agreement,” “Sixth Extension Agreement” and “Seventh Extension Agreement,” respectively). Through these short-term extension agreements, as of December 31, 2024, the Amended and Restated Portfolio Loan Facility maturity date had been extended to January 23, 2025.

Pursuant to the Fifth Extension Agreement, the interest rate which was based on the Bloomberg Short-Term Bank Yield Index (“BSBY”) was replaced with SOFR. Effective August 1, 2024, the Amended and Restated Portfolio Loan Facility bears interest at one-month Term SOFR plus 180 basis points plus a SOFR margin adjustment of 10 basis points.

Under the extension agreements, the Portfolio Loan Agent and the Portfolio Loan Lenders waived the requirement for the Portfolio Loan Properties to satisfy the minimum required ongoing debt service coverage ratio through the then current maturity date under the loan documents and waived the requirement for REIT Properties III as guarantor to satisfy a net worth covenant through the then current maturity date under the loan documents.

The Fourth Extension Agreement included, among other requirements, a requirement for the Company to raise not less than $100,000,000 in new equity, debt or a combination of both on or prior to July 15, 2024. The Fifth Extension Agreement extended the capital raise milestone to October 15, 2024 and added additional milestones. The Sixth Extension Agreement waived certain milestones initially included in the Fourth and Fifth Extension Agreements, including the requirement for the Company to raise not less than $100,000,000 in new equity, debt or a combination of both, and required the Company to satisfy other conditions.

The Fourth Extension Agreement provides that 100% of excess cash flow from the Portfolio Loan Properties continues to be deposited monthly into a cash collateral account (the “Cash Sweep Collateral Account”). Funds may not be withdrawn from the Cash Sweep Collateral Account without the prior written consent of the Portfolio Loan Agent, and upon certain events, the Portfolio Loan Agent has the right to withdraw funds from the Cash Sweep Collateral Account. The Fourth Extension Agreement provides that, subject to the requirements contained therein, the Amended and Restated Portfolio Loan Facility Borrowers will be permitted to withdraw funds from the Cash Sweep Collateral Account to pay or reimburse the Amended and Restated Portfolio Loan Facility Borrowers for approved tenant improvements, leasing commissions and capital improvements and for operating shortfalls related to the Portfolio Loan Properties to the extent they occur in any month.

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Additionally, the Fourth Extension Agreement provides that a default will occur under the Amended and Restated Portfolio Loan Facility if a written demand for payment following a default under the following loans is delivered to REIT Properties III by U.S. Bank, National Association under (a) the Company’s Credit Facility, (b) the payment guaranty agreement of the Company’s Modified Portfolio Revolving Loan Facility or (c) any other indebtedness of REIT Properties III where the demand made or amount guaranteed is greater than $5.0 million. The Fifth Extension Agreement further provides a default will occur under the Amended and Restated Portfolio Loan Facility if a written demand for payment following a default in accordance with the terms of the respective guaranty is delivered to REIT Properties III by the lenders under the Company’s Almaden Mortgage Loan or the Company’s Park Place Village Mortgage Loan, in each case where the demand made or amount guaranteed is greater than $5.0 million.

Both the Fourth and Fifth Extension Agreements required the Amended and Restated Portfolio Loan Facility Borrowers to deposit an additional $5.0 million into the Cash Sweep Collateral Account (which will generally be used to fund capital expenditures and operating cash flow needs of the Portfolio Loan Properties).

The Seventh Extension Agreement required that on or prior to December 19, 2024, the Amended and Restated Portfolio Loan Facility Borrowers and REIT Properties III, as guarantor, enter into a customary mandate letter with the Portfolio Loan Agent under which the Portfolio Loan Agent will agree to pursue credit approval (subject to further diligence review and credit approvals by all Portfolio Loan Lenders, and final documentation satisfactory to all parties in their respective sole and absolute discretion) for a restructuring of the Amended and Restated Portfolio Loan Facility on the terms and conditions to be set forth in a term sheet attached to such mandate letter.

On January 23, 2025, the Amended and Restated Portfolio Loan Facility Borrowers entered into a short-term extension agreement with the Portfolio Loan Agent and the Portfolio Loan Lenders (the “January Extension Agreement”) and extended the maturity date of the Amended and Restated Portfolio Loan Facility to February 6, 2025. On February 6, 2025, the Amended and Restated Portfolio Loan Facility Borrowers entered into an eighth loan modification and extension agreement with the Portfolio Loan Agent and the Portfolio Loan Lenders (the “Eighth Extension Agreement”). See Note 14, “Subsequent Events – Eighth Modification of the Amended and Restated Portfolio Loan Facility,” for information regarding the January Extension Agreement and the Eighth Extension Agreement, which extended the maturity date of the Amended and Restated Portfolio Loan Facility to January 22, 2027, among other modifications.

Modified Portfolio Revolving Loan Facility

On October 17, 2018, certain of the Company’s indirect wholly owned subsidiaries (the “Modified Portfolio Revolving Loan Borrowers”) entered into a loan facility (as subsequently modified and amended, the “Modified Portfolio Revolving Loan Facility”) with U.S. Bank National Association, as administrative agent (the “Modified Portfolio Revolving Loan Agent”). The current lenders under the Modified Portfolio Revolving Loan Facility are U.S. Bank National Association, Regions Bank, Citizens Bank, City National Bank and Associated Bank, National Association (the “Modified Portfolio Revolving Loan Lenders”).

On February 21, 2024, in connection with the disposition of the McEwen Building and pursuant to the Third Modification Agreement (defined below), the Modified Portfolio Revolving Loan Borrowers paid the Modified Portfolio Revolving Loan Agent the net sales proceeds from the sale of the McEwen Building (“Required McEwen Payment”) of $46.2 million, which amount was applied to reduce the outstanding principal amount of the Modified Portfolio Revolving Loan Facility to $203.0 million, and the McEwen Building was released as security for the Modified Portfolio Revolving Loan Facility. Notwithstanding the Required McEwen Payment, the Third Modification Agreement allows the Company to draw back a portion of the loan payment through the holdbacks described below, providing additional liquidity to the Company to fund capital needs in the portfolio. Following the release of the McEwen Building, the Modified Portfolio Revolving Loan Facility is secured by 515 Congress, Gateway Tech Center and 201 17th Street (the “Modified Portfolio Revolving Loan Properties”).

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On February 9, 2024, the Company, through the Modified Portfolio Revolving Loan Borrowers, entered into an additional advance and third modification agreement (the “Third Modification Agreement”) with the Modified Portfolio Revolving Loan Agent and the Modified Portfolio Revolving Loan Lenders. In connection with the Required McEwen Payment and the release of the McEwen Building, the Third Modification Agreement provides that the following terms apply to the Modified Portfolio Revolving Loan Facility:

(i) the maturity date is extended to March 1, 2026,

(ii) the interest rate resets to one-month Term SOFR plus 300 basis points and the loan requires quarterly payments of principal in the amount of $880,900,

(iii) the revolving portion of the facility is converted into non-revolving debt, the accordion option is eliminated (whereby the Modified Portfolio Revolving Loan Borrowers previously had the ability to request that the commitment be increased subject to the Modified Portfolio Revolving Loan Lenders’ consent and certain additional conditions), and the revolving portion of the Modified Portfolio Revolving Loan Facility and the rights of the Modified Portfolio Revolving Loan Borrowers to reborrow debt under the loan once it has been paid is eliminated,

(iv) holdbacks of a portion of the Modified Portfolio Revolving Loan Facility are established, which holdbacks may be disbursed subject to the satisfaction of certain terms and conditions, as described below,

(v) the Company is restricted from paying dividends or distributions to its stockholders or redeeming shares of its stock without the Modified Portfolio Revolving Loan Agent’s prior written consent, except for any amounts that the Company is required to distribute to its stockholders to qualify as a REIT under the Internal Revenue Code of 1986, as amended, and

(vi) certain cash management sweeps are established, as described below.

As a result of the release of the McEwen Building, the Third Modification Agreement allows the Company to draw back a portion of the amount of the loan paydown from the McEwen Building sale proceeds through holdbacks on the Modified Portfolio Revolving Loan Facility, consisting of (i) a holdback for the payment of, or reimbursement of the Modified Portfolio Revolving Loan Borrowers’ payment of, tenant improvements, leasing commissions and capital expenditures related to the Modified Portfolio Revolving Loan Properties equal to $10.0 million and (ii) a holdback for the payment of, or reimbursement of REIT Properties III’s (the “Guarantor”) and/or its subsidiaries’ payment of, tenant improvements, leasing commissions and capital expenditures for real property and related improvements owned directly or indirectly by the Guarantor in an amount equal to $6.2 million. Disbursements of the holdback amounts are subject to the conditions of the Third Modification Agreement. In the event of disbursements of the holdback amounts, such advances by the Modified Portfolio Revolving Loan Lenders will increase the aggregate principal commitment under the Modified Portfolio Revolving Loan Facility. As of December 31, 2024, $6.7 million of the holdbacks on the Modified Portfolio Revolving Loan Facility are available for future disbursement, subject to the conditions of the Third Modification Agreement.

Also as a result of the release of the McEwen Building, the Third Modification Agreement provides that excess cash flow from the Modified Portfolio Revolving Loan Properties be deposited monthly into an interest-bearing account held by the Modified Portfolio Revolving Loan Agent for the benefit of the Modified Portfolio Revolving Loan Lenders (“Cash Management Account”). So long as no default exists under the Modified Portfolio Revolving Loan Facility and subject to the terms and conditions in the Third Modification Agreement, the Modified Portfolio Revolving Loan Borrowers may request disbursement from the Cash Management Account for the payment of debt service payments (including the quarterly principal payments) and other payments due under the loan, for tenant improvements, leasing commissions, capital expenditures and other operating shortfalls and for certain REIT-level expenses. The Modified Portfolio Revolving Loan Agent has the sole right to make withdrawals from the Cash Management Account.

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In connection with the Third Modification Agreement, the Guarantor and the Modified Portfolio Revolving Loan Lenders also agreed to amendments to the Guarantor’s financial covenants (increasing the allowed leverage ratio and reducing the required earnings to fixed charges ratios). The Third Modification Agreement provides that disbursements of the holdback amounts and withdrawals from the Cash Management Account are subject to compliance with the above referenced amended Guarantor financial covenants and other covenants that require the Modified Portfolio Revolving Loan Properties to satisfy certain leverage and debt service coverage ratios and that the Modified Portfolio Revolving Loan Agent may demand a pay down of the outstanding principal balance of the loan to the extent of noncompliance with such covenants.

Modifications of Credit Facility

On July 30, 2021, REIT Properties III, the Company’s indirect wholly owned subsidiary (the “Credit Facility Borrower”), entered into an unsecured credit facility (as subsequently modified and amended, the “Credit Facility”) with U.S. Bank National Association, as administrative agent (the “Credit Facility Agent”). The current lenders under the Credit Facility are U.S. Bank National Association and Bank of America, N.A. (the “Credit Facility Lenders”).

On May 10, 2024, July 30, 2024, November 5, 2024, November 15, 2024 and November 22, 2024, the Credit Facility Borrower entered into modification agreements with the Credit Facility Agent and Credit Facility Lenders (the “Credit Facility Second Modification Agreement,” “Credit Facility Third Modification Agreement,” “Credit Facility Fourth Modification Agreement,” “Credit Facility Fifth Modification Agreement” and “Credit Facility Sixth Modification Agreement,” respectively). Through these modification agreements, the Credit Facility maturity date was extended to the earliest to occur of (i) September 30, 2027 and (ii) the date on which the aggregate commitment under the facility is reduced to zero or is otherwise terminated.

The Credit Facility Second Modification Agreement permanently reduced the aggregate commitment under the Credit Facility to $62.9 million, which was fully drawn as of December 31, 2024. The Credit Facility Second Modification Agreement also eliminated the revolving portion of the facility and converted the facility to a non-revolving term loan, such that no amounts repaid may be subsequently reborrowed.

Pursuant to the Credit Facility Second Modification Agreement, the Credit Facility Third Modification Agreement, the Credit Facility Fourth Modification Agreement and the Credit Facility Fifth Modification Agreement, the Credit Facility Agent and Credit Facility Lenders waived the requirement for the Credit Facility Borrower to comply with the maximum leverage ratio, minimum consolidated net worth requirement, minimum fixed charges coverage ratio and minimum liquidity requirement from December 31, 2023 through the then current maturity date. The Credit Facility Sixth Modification Agreement requires the Credit Facility Borrower to satisfy the EBITDA to interest charges ratio covenant, commencing with the December 31, 2024 calendar quarter reporting period.

Pursuant to the Credit Facility Third Modification Agreement, effective July 30, 2024, the Credit Facility bears interest at one-month Term SOFR plus 300 basis points.

The Credit Facility Third Modification Agreement also included, among other requirements, a requirement for the Company to raise not less than $100,000,000 in new equity, debt or a combination of both on or prior to October 15, 2024. In October 2024, the Credit Facility Agent and Credit Facility Lenders waived certain requirements initially included in the Credit Facility Third Modification Agreement, including the requirement for the Company to raise not less than $100,000,000 in new equity, debt or a combination of both, and requires the Company to satisfy other conditions.

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The Credit Facility Sixth Modification Agreement includes a requirement to meet each of the following milestones:

(a) on or prior to December 31, 2025, the Credit Facility Borrower will cause the sale of one of the Company’s properties and pay down the outstanding principal balance of the Credit Facility in an amount equal to the net sales proceeds therefrom up to $25.4 million and reduce the outstanding principal balance of the Credit Facility to no greater than $37.5 million;

(b) on or prior to September 30, 2026, the Credit Facility Borrower will cause the sale of one of the Company’s properties and use 50% of the net sales proceeds therefrom to pay down the Credit Facility Borrower’s obligations under the Credit Facility and reduce the outstanding principal balance of the Credit Facility to no greater than $27.5 million; and

(c) on or prior to September 30, 2027, the Credit Facility Borrower will cause the sale of three of the Company’s properties and use 100% of the net sales proceeds to pay all remaining obligations of the Credit Facility Borrower under the Credit Facility.

The Credit Facility Sixth Modification Agreement restricts the timing and amount of asset management fees and disposition fees that may be paid to the Advisor with respect to certain properties. See the discussion of the Subordination Agreement under Note 3, “Summary of Significant Accounting Policies – Related Party Transactions.” The Credit Facility Sixth Modification Agreement also limits the amount of REIT-level general and administrative expenses that can be paid from the following properties: Carillon, 515 Congress, Gateway Tech Center, 201 17th Street and Accenture Tower. Other than payments for these permitted fees and expenses, no dividends or distributions may be made from these properties up to the Company without the prior written consent of the Credit Facility Lenders. Notwithstanding the foregoing, during the existence of any event of default under the Credit Facility, the Credit Facility Borrower will not and will not permit any of its subsidiaries to make any payments of dividends or distributions up to the Company other than, and with the consent of the Credit Facility Agent, as necessary for the Company to maintain its status as a REIT for federal income tax purposes and to avoid any liability for federal and state income or excise taxes.

The Credit Facility Sixth Modification Agreement modified the required pledges under the Credit Facility. The Credit Facility Sixth Modification Agreement required the Company to cause the equity interests of certain of the Company’s subsidiaries (and all proceeds therefrom) that (i) directly and indirectly own 515 Congress, 201 17th Street and Gateway Tech Center and (ii) indirectly own Park Place Village, to be pledged to the Credit Facility Lenders as security for all of the Credit Facility Borrower’s obligations under the Credit Facility. Notwithstanding the foregoing, the pledges of equity interests in the subsidiaries that indirectly own Park Place Village will be released upon the Credit Facility Borrower’s $25.4 million pay down of the Credit Facility on or before December 31, 2025, pursuant to the milestones discussed above. Additionally, pursuant to the Credit Facility Sixth Modification Agreement and 3001 & 3003 Washington Mortgage Loan Fifth Modification, the Company caused the pledge of the equity interests of certain of the Company’s subsidiaries (and all proceeds therefrom) that directly and indirectly own Carillon to be pledged to the Credit Facility Lenders and the 3001 & 3003 Washington Lender as security for all of the Credit Facility Borrower’s and 3001 & 3003 Washington Borrowers’ obligations under the Credit Facility and the 3001 & 3003 Washington Mortgage Loan, respectively.

Each of the pledge agreements (a) contain restrictions on (1) the respective pledgor’s ability to pay asset management fees to the Advisor and (2) the amount of REIT-level general and administrative expenses that may be distributed by the pledgor to the Company and (b) require either all or a portion, as applicable, of the net sale proceeds from the sales of 515 Congress, 201 17th Street, Gateway Tech Center, Park Place Village and Carillon to be used to reduce the Credit Facility Borrower’s obligations under the Credit Facility (and with respect to the Carillon Pledge, a portion will also be used to reduce the 3001 & 3003 Washington Borrowers’ obligations under the 3001 & 3003 Washington Mortgage Loan).

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The Sixth Modification Agreement provides that (a) an event of default will occur under the Credit Facility upon the occurrence of an event of default under any credit facility for which the Credit Facility Borrower is a guarantor (other than non-recourse carveouts) and (b) the occurrence of a default or event of default (after any required notice or cure period, if applicable) under the Modified Portfolio Revolving Loan Facility, the Park Place Village Mortgage Loan or the Carillon Mortgage Loan will cause an event of default under the Credit Facility and the related pledges. Pursuant to the Carillon pledge, the occurrence of a default or event of default (after any required notice, cure or standstill period, as applicable) under the Credit Facility or 3001 & 3003 Washington Mortgage Loan will cause a default under the Carillon pledge, resulting in cross-defaults under the Credit Facility and 3001 & 3003 Washington Mortgage Loan. Further, the Credit Facility Sixth Modification Agreement provides that an event of default will occur under the Credit Facility upon the occurrence of a default or event of default under any pledge agreement required by the Credit Facility or the Subordination Agreement.

3001 & 3003 Washington Mortgage Loan

On May 21, 2019, the Company, through indirect wholly owned subsidiaries (the “3001 & 3003 Washington Borrowers”), entered into a mortgage loan (as subsequently modified and amended, the “3001 & 3003 Washington Mortgage Loan”) with Bank of America, N.A., as administrative agent and lender (the “3001 & 3003 Washington Lender”).

On August 23, 2024, the 3001 & 3003 Washington Borrowers and REIT Properties III entered into the fourth modification and extension agreement of the 3001 & 3003 Washington Mortgage Loan with the 3001 & 3003 Washington Lender (the “3001 & 3003 Washington Fourth Extension Agreement”). Pursuant to the 3001 & 3003 Washington Fourth Extension Agreement, the 3001 & 3003 Washington Lender agreed to extend the maturity date of the 3001 & 3003 Washington Mortgage Loan to November 6, 2024. The 3001 & 3003 Washington Fourth Extension Agreement also included, among other requirements, a requirement for the Company to raise not less than $100,000,000 in new equity, debt or a combination of both on or prior to October 15, 2024.

In October 2024, the 3001 & 3003 Washington Lender waived certain requirements initially included in the 3001 & 3003 Washington Fourth Extension Agreement, including the requirement for the Company to raise not less than $100,000,000 in new equity, debt or a combination of both, and requires the Company to satisfy other conditions.

On November 6, 2024, the 3001 & 3003 Washington Borrowers and REIT Properties III entered into the fifth modification and extension agreement of the 3001 & 3003 Washington Mortgage Loan with the 3001 & 3003 Washington Lender (the “3001 & 3003 Washington Mortgage Loan Fifth Modification”). Pursuant to the 3001 & 3003 Washington Mortgage Loan Fifth Modification, the 3001 & 3003 Washington Lender agreed to extend the maturity date of the 3001 & 3003 Washington Mortgage Loan to May 6, 2026. Additionally, pursuant to the 3001 & 3003 Washington Mortgage Loan Fifth Modification, effective November 6, 2024, the 3001 & 3003 Washington Mortgage Loan bears interest at one-month Term SOFR plus 290 basis points plus a SOFR margin adjustment of 10 basis points and monthly payments are interest only.

The 3001 & 3003 Washington Mortgage Loan Fifth Modification requires that 100% of excess cash flow from 3001 Washington Boulevard and 3003 Washington Boulevard be deposited monthly into a cash collateral account (the “3001 & 3003 Washington Cash Sweep Collateral Account”). Funds may not be withdrawn from the 3001 & 3003 Washington Cash Sweep Collateral Account without the prior written consent of the 3001 & 3003 Washington Lender. The 3001 & 3003 Washington Mortgage Loan Fifth Modification provides that, subject to the requirements contained therein, the 3001 & 3003 Washington Borrowers will be permitted to withdraw funds from the 3001 & 3003 Washington Cash Sweep Collateral Account to pay or reimburse the 3001 & 3003 Washington Borrowers for approved tenant improvements, leasing commissions and capital improvements and for operating shortfalls related to the Washington Properties to the extent they occur in any month. Additionally, to the extent the 3001 & 3003 Washington Borrowers do not meet certain conditions, the 3001 & 3003 Washington Lender has the right to withdraw funds from the 3001 & 3003 Washington Cash Sweep Collateral Account and apply such funds to any due and payable obligations of the 3001 & 3003 Washington Borrowers.

The 3001 & 3003 Washington Mortgage Loan Fifth Modification required the Company to cause the pledge of the equity interests of certain of the Company’s subsidiaries (and all proceeds therefrom) that directly and indirectly own Carillon as described above under “—Modifications of Credit Facility.” Further, in the event of the sale of the Carillon property, certain excess proceeds from such sale must be used to repay the 3001 & 3003 Washington Mortgage Loan.

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The 3001 & 3003 Washington Mortgage Loan Fifth Modification also provides that, among other conditions, if elected by the 3001 & 3003 Washington Lender, a default will occur under the 3001 & 3003 Washington Mortgage Loan if (i) an event of default occurs under the Carillon Mortgage Loan or (ii) a written demand for payment following a default is delivered to REIT Properties III under the terms of any indebtedness of REIT Properties III, where the demand made or amount guaranteed is greater than $5.0 million.

Accenture Tower Loan

On November 2, 2020, the Company, through an indirect wholly owned subsidiary (the “Accenture Tower Borrower”), entered into a loan facility with U.S. Bank, National Association, as administrative agent (the “Accenture Tower Agent”), joint lead arranger and co-book runner; Bank of America, N.A., as syndication agent, joint lead arranger and co-book runner; and each of the financial institutions signatory thereto as lenders (as amended and modified, the “Accenture Tower Loan”). The current lenders under the Accenture Tower Loan are U.S. Bank, National Association, Bank of America, N.A., Deutsche Pfandbriefbank AG and the National Bank of Kuwait S.A.K.P. Grand Cayman Branch (the “Accenture Tower Lenders”). The Accenture Tower Loan is secured by Accenture Tower.

On November 1, 2024, December 9, 2024, December 12, 2024 and December 18, 2024, the Company, through the Accenture Tower Borrower, entered into agreements with the Accenture Tower Lenders to modify and extend the Accenture Tower Loan. Through these modification and extension agreements, the Accenture Tower Loan maturity date was extended to December 20, 2024. Pursuant to these modification and extension agreements, the Accenture Tower Agent and the Accenture Tower Lenders waived the requirement for REIT Properties III as guarantor to satisfy the net worth covenant, the leverage ratio covenant and the EBITDA to fixed charges ratio covenant for all periods following November 1, 2024 through the then current maturity date.

On December 20, 2024, the Company, through the Accenture Tower Borrower, entered into a fourth modification agreement with the Accenture Tower Lenders (the “Accenture Tower Fourth Modification Agreement”). Pursuant to the Accenture Tower Fourth Modification Agreement, the Accenture Tower Lenders agreed to extend the maturity date of the Accenture Tower Loan to November 2, 2026, with an additional 12-month extension option available pursuant to the loan agreement, subject to certain terms and conditions contained in the loan documents.

Prior to the Accenture Tower Fourth Modification Agreement, the Accenture Tower Loan bore interest at the one-month Term SOFR plus 235 basis points. Pursuant to the Accenture Tower Fourth Modification Agreement, the Accenture Tower Loan bears interest at one-month Term SOFR plus 300 basis points.

The Accenture Tower Fourth Modification Agreement converted all of the outstanding indebtedness under the Accenture Tower Loan into non-revolving, term debt and provides that any future funding advanced under the loan will be non-revolving, term debt. Pursuant to the Accenture Tower Fourth Modification Agreement, the aggregate commitment under the Accenture Tower Loan was increased to $322.0 million, consisting of the then-outstanding principal balance of $306.0 million and $16.0 million of new funding (“New Availability”) that may be advanced in accordance with, and subject to the terms and conditions of, the Accenture Tower Fourth Modification Agreement. Subject to the terms and conditions in the Accenture Tower Fourth Modification Agreement, proceeds from the New Availability may be used solely for approved tenant improvements, leasing commissions and capital improvement costs, certain approved monthly operating shortfall amounts at Accenture Tower, taxes and insurance attributable to Accenture Tower, or other capital expenditures related to Accenture Tower, and the New Funding is only available to the extent there are not sufficient funds available from the Cash Sweep Collateral Account (defined below). As of December 31, 2024, the outstanding principal balance of the Accenture Tower Loan was $307.1 million and $14.9 million of New Availability on the Accenture Tower Loan was available for future disbursement, subject to the conditions of the Accenture Tower Fourth Modification Agreement.

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8. NOTES PAYABLE (CONTINUED)

The Accenture Tower Fourth Modification Agreement requires that 100% of excess cash flow (the “Accenture Tower Excess Cash Flow”) from Accenture Tower be deposited monthly into a cash collateral account maintained with the Accenture Tower Agent in the name of the Accenture Tower Borrower (the “Cash Sweep Collateral Account”). Funds may not be withdrawn from the Cash Sweep Collateral Account without the prior written consent of the Accenture Tower Agent. So long as no default exists under the Accenture Tower Loan and subject to the terms and conditions in the Accenture Tower Fourth Modification Agreement, the Accenture Tower Borrower will be permitted to withdraw funds from the Cash Sweep Collateral Account for the payment or reimbursement of (i) approved tenant improvements, leasing commissions and capital improvement costs, (ii) monthly operating shortfall amounts at Accenture Tower, (iii) taxes and insurance attributable to Accenture Tower and (iv) certain other cash flow needs of the Accenture Tower Borrower. Upon the occurrence and during the continuance of a default and on the maturity date, the Accenture Tower Agent has the right to withdraw funds from the Cash Sweep Collateral Account and/or other required accounts and apply such funds to any due and payable obligations of the Accenture Tower Borrower.

The Accenture Tower Fourth Modification Agreement restricts the Accenture Tower Borrower, REIT Properties III, the Operating Partnership and the Company from making Restricted Payments (as defined below) without the prior consent of the required Accenture Tower Lenders. Notwithstanding the foregoing, (i) the Company may pay the Advisor 90% of the asset management fees associated with Accenture Tower (“Permitted Asset Management Fees”) (with the remaining 10% of the asset management fees associated with Accenture Tower being deferred until the Accenture Tower Borrower has paid in full its obligations under the Accenture Tower Loan) and (ii) the Accenture Tower Borrower may distribute to the Company certain REIT-level general and administrative expenses allocated to Accenture Tower, provided that in each case no such payments may be made without the consent of the required Accenture Tower Lenders during the occurrence and continuance of a noticed default that has not been cured or waived, if the Accenture Tower Agent has delivered to the Accenture Tower Borrower a reservation of rights or similar letter relating to a default that has not be waived or if the Accenture Tower Agent determines a monthly operating shortfall exists at Accenture Tower. Further, provided no event of default exists, REIT Properties III, the Operating Partnership and the Company may make Restricted Payments as necessary for the Company to maintain its status as a real estate investment trust for federal income tax purposes and to avoid any liability for federal and state income or excise taxes. “Restricted Payments” include (a) any distribution, dividend or redemption with respect to any equity interests in the Accenture Tower Borrower or the direct or indirect owners of the Accenture Tower Borrower, (b) any payment on account of the purchase, redemption, cancellation or termination of any equity interests in the Accenture Tower Borrower or the direct or indirect owners of the Accenture Tower Borrower or any option, warrant or other right to acquire any equity interest in the Accenture Tower Borrower or any direct or indirect owners of Accenture Tower Borrower, or (c) any other payment by the Accenture Tower Borrower to (i) its direct or indirect owners or (ii) any person that controls the Accenture Tower Borrower including, without limitation, the payment of any asset management fees or general or administrative expenses, provided that asset management fees and REIT-level general and administrative costs and expenses allocable to properties other than Accenture Tower may be paid using sources other than those derived from Accenture Tower.

The Accenture Tower Fourth Modification Agreement requires the Accenture Tower Borrower to maintain a minimum debt service coverage ratio and REIT Properties III, as guarantor, to satisfy the EBITDA to interest charges ratio covenant, subject to certain terms and conditions in the loan documents, commencing with the December 31, 2024 calendar quarter reporting period.

Additionally, the Accenture Tower Fourth Modification Agreement provides that a default will occur under the Accenture Tower Loan (i) if a written demand for payment following a default is delivered to REIT Properties III and not paid when due under (a) any loan facility under which REIT Properties III is a guarantor or borrower or (b) any other indebtedness of REIT Properties III where the demand made is greater than $5.0 million and the required Accenture Tower Lenders elect to call a default or (ii) if any pledge documents are entered into with respect to the membership interests of the Accenture Tower Borrower or its direct owner that are not in compliance with the terms and conditions of the Accenture Tower Fourth Modification Agreement.

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

9. DERIVATIVE INSTRUMENTS

The Company enters into derivative instruments for risk management purposes to hedge its exposure to cash flow variability caused by changing interest rates. The primary goal of the Company’s risk management practices related to interest rate risk is to prevent changes in interest rates from adversely impacting the Company’s ability to achieve its investment return objectives. The Company does not enter into derivatives for speculative purposes.

The Company enters into interest rate swaps as a fixed rate payer to mitigate its exposure to rising interest rates on its variable rate notes payable. The value of interest rate swaps is primarily impacted by interest rates, market expectations about interest rates, and the remaining life of the instrument. In general, increases in interest rates, or anticipated increases in interest rates, will increase the value of the fixed rate payer position and decrease the value of the variable rate payer position. As the remaining life of the interest rate swap decreases, the value of both positions will generally move towards zero.

The Company enters into interest rate caps to mitigate its exposure to rising interest rates on its variable rate notes payable. The values of interest rate caps are primarily impacted by interest rates, market expectations about interest rates, and the remaining life of the instrument. In general, increases in interest rates, or anticipated increases in interest rates, will increase the value of interest rate caps. As the remaining life of an interest rate cap decreases, the value of the instrument will generally decrease towards zero.

As of December 31, 2024, the Company has entered into 14 interest rate swaps, which were not designated as hedging instruments. The following table summarizes the notional amount and other information related to the Company’s interest rate swaps as of December 31, 2024 and 2023. The notional amount is an indication of the extent of the Company’s involvement in each instrument at that time, but does not represent exposure to credit, interest rate or market risks (dollars in thousands):

	December 31, 2024			December 31, 2023				Weighted-Average Fix Pay Rate	Weighted-Average Remaining Term in Years
Derivative Instruments	Number of Instruments	Notional Amount		Number of Instruments	Notional Amount		Reference Rate as of December 31, 2024
Derivative instruments not designated as hedging instruments
Interest rate swaps (1)	14	$	1,100,000	16	$	1,300,000	Fallback SOFR (2)/<br><br>Fixed at 1.08% - 1.28%<br><br>One-month Term SOFR/<br><br>Fixed at 2.38% - 3.92%	3.1%	1.4
Interest rate cap (3)	—	$	—	1	$	125,000	(3)	(3)	(3)

_____________________

(1) In February 2024, the Company terminated two interest rate swap agreements and received aggregate settlement payments of $6.6 million.

(2) Upon cessation of one-month LIBOR on June 30, 2023, eight of the Company’s interest rate swaps which bore interest at one-month LIBOR were automatically converted to a fallback rate (“Fallback SOFR”) plus an 11.448 basis point adjustment. As of December 31, 2024, the Company had two remaining interest rate swaps which had been converted to Fallback SOFR, each with a maturity date of January 1, 2025.

(3) The interest rate cap expired in January 2024.

The following table sets forth the fair value of the Company’s derivative instruments as well as their classification on the consolidated balance sheets as of December 31, 2024 and 2023 (dollars in thousands):

		December 31, 2024			December 31, 2023
Derivative Instruments	Balance Sheet Location	Number of <br>Instruments	Fair Value		Number of <br>Instruments	Fair Value
Derivative instruments not designated as hedging instruments
Interest rate swaps	Prepaid expenses and other assets, at fair value	14	$	10,509	15	$	23,891
Interest rate swaps	Other liabilities, at fair value	—	$	—	1	$	(175)
Interest rate cap	Prepaid expenses and other assets, at fair value	—	$	—	1	$	—

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

9. DERIVATIVE INSTRUMENTS (CONTINUED)

The following table summarizes the effects of derivative instruments on the Company’s consolidated statements of operations (in thousands):

	For the Years Ended December 31,
	2024		2023		2022
Derivatives not designated as hedging instruments
Realized loss recognized on interest rate swaps	$	—	$	—	$	7,152
Realized gain recognized on interest rate swaps	(24,289)		(31,358)		(6,895)
Unrealized loss (gain) on interest rate swaps (1)	6,833		16,426		(52,189)
Gains related to swap terminations	(178)		—		—
Unrealized loss on interest rate cap	—		25		—
Net gain on derivative instruments	$	(17,634)	$	(14,907)	$	(51,932)

_____________________

(1) For the year ended December 31, 2023, unrealized loss (gain) on interest rate swaps included an $8.7 million unrealized loss related to the change in fair value of two off-market interest rate swaps (which expired on November 2, 2023) determined to be hybrid financial instruments for which the Company elected to apply the fair value option. For the year ended December 31, 2022, unrealized loss (gain) on interest rate swaps included a $10.7 million unrealized gain related to the change in fair value of two off-market interest rate swaps determined to be hybrid financial instruments for which the Company elected to apply the fair value option.

10. FAIR VALUE DISCLOSURES

The following is a summary of the methods and assumptions used by management in estimating the fair value of each class of assets and liabilities for which it is practicable to estimate the fair value:

Cash and cash equivalents, restricted cash, rent and other receivables, and accounts payable and accrued liabilities: These balances approximate their fair values due to the nature and/or short maturities of these items.

Real estate equity securities: At December 31, 2024, the Company’s investment in the units of the SREIT was presented at fair value on the accompanying consolidated balance sheet. The fair value of the units of the SREIT was based on a quoted price in an active market on a major stock exchange. The Company classifies these inputs as Level 1 inputs.

Derivative instruments: The Company’s derivative instruments are presented at fair value on the accompanying consolidated balance sheets. The valuation of these instruments is determined using a proprietary model that utilizes observable inputs. As such, the Company classifies these inputs as Level 2 inputs. The proprietary model uses the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and volatility. The fair values of interest rate swaps are estimated using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit risks to the contracts, are incorporated in the fair values to account for potential nonperformance risk.

Notes payable: The fair values of the Company’s notes payable are estimated using a discounted cash flow analysis based on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements. Additionally, when determining the fair value of a liability in circumstances in which a quoted price in an active market for an identical liability is not available, the Company measures fair value using (i) a valuation technique that uses the quoted price of the identical liability when traded as an asset or quoted prices for similar liabilities when traded as assets or (ii) another valuation technique that is consistent with the principles of fair value measurement, such as the income approach or the market approach. The Company classifies these inputs as Level 3 inputs.

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

10. FAIR VALUE DISCLOSURES (CONTINUED)

The following were the face values, carrying amounts and fair values of the Company’s notes payable as of December 31, 2024 and 2023, which carrying amounts generally do not approximate the fair values (in thousands):

	December 31, 2024						December 31, 2023
	Face Value		Carrying<br>Amount		Fair Value		Face Value		Carrying<br>Amount		Fair Value
Financial liabilities:
Notes payable	$	1,451,063	$	1,442,661	$	1,442,777	$	1,738,613	$	1,735,896	$	1,679,259

Disclosure of the fair values of financial instruments is based on pertinent information available to the Company as of the period end and requires a significant amount of judgment. Low levels of transaction volume for certain financial instruments have made the estimation of fair values difficult and, therefore, both the actual results and the Company’s estimate of value at a future date could be materially different.

As of December 31, 2024, the Company measured the following assets at fair value (in thousands):

			Fair Value Measurements Using
	Total		Quoted Prices in<br>Active Markets <br>for Identical Assets<br>(Level 1)		Significant Other<br>Observable Inputs<br>(Level 2)		Significant<br>Unobservable Inputs<br>(Level 3)
Recurring Basis:
Real estate equity securities	$	40,600	$	40,600	$	—	$	—
Asset derivatives - interest rate swaps	10,509		—		10,509		—

During the year ended December 31, 2024, the Company measured the following asset at fair value on a nonrecurring basis (in thousands):

			Fair Value Measurements Using
	Total		Quoted Prices in<br>Active Markets <br>for Identical Assets<br>(Level 1)		Significant Other<br>Observable Inputs<br>(Level 2)		Significant<br>Unobservable Inputs<br>(Level 3)
Nonrecurring Basis:
Impaired real estate (1)	$	124,770	$	—	$	—	$	124,770

_____________________

(1) Amount represents the fair value for a real estate asset impacted by an impairment charge during the year ended December 31, 2024, as of the date that the fair value measurement was made, which was September 30, 2024. The carrying value for the real estate asset measured at a reporting date other than September 30, 2024 may have subsequently increased or decreased from the fair value reflected due to activity that has occurred since the measurement date.

During the year ended December 31, 2024, one of the Company’s real estate properties was measured at its estimated fair value based on a discounted cash flow approach. The significant unobservable inputs the Company used in measuring the estimated fair value of this property included a discount rate of 9.25% and a terminal cap rate of 8.00%. See Note 4, “Real Estate – Impairment of Real Estate” for further discussion of the impaired real estate property.

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

11. RELATED PARTY TRANSACTIONS

The Company has entered into the Advisory Agreement with the Advisor. The Company’s Dealer Manager Agreement with the Dealer Manager terminated on March 15, 2024 upon termination of the Company’s dividend reinvestment plan. These agreements entitled the Advisor and/or the Dealer Manager to specified fees upon the provision of certain services with regard to the Offering and reimbursement of organization and offering costs incurred by the Advisor and the Dealer Manager on behalf of the Company and entitle the Advisor to specified fees upon the provision of certain services with regard to the investment of funds in real estate investments, the management of those investments, among other services, and the disposition of investments, and entitle the Advisor to reimbursement of certain costs incurred by the Advisor in providing services to the Company. In addition, the Advisor is entitled to certain other fees, including an incentive fee upon achieving certain performance goals, as detailed in the Advisory Agreement. The Company has also entered into a fee reimbursement agreement with the Dealer Manager pursuant to which the Company agreed to reimburse the Dealer Manager for certain fees and expenses it incurs for administering the Company’s participation in the DTCC Alternative Investment Product Platform with respect to certain accounts of the Company’s investors serviced through the platform. The Advisor and Dealer Manager also served as the advisor and dealer manager, respectively, for KBS REIT II (liquidated May 2023) and KBS Growth & Income REIT (liquidated August 2024).

As of January 1, 2022, the Company, together with KBS REIT II, KBS Growth & Income REIT, the Dealer Manager, the Advisor and other KBS-affiliated entities, had entered into an errors and omissions and directors and officers liability insurance program where the lower tiers of such insurance coverage were shared. The cost of these lower tiers is allocated by the Advisor and its insurance broker among each of the various entities covered by the program, and is billed directly to each entity. At renewal on June 30, 2022, due to its liquidation, KBS REIT II elected to cease participation in the program and obtained separate insurance coverage. At renewal on June 30, 2023, due to its liquidation, KBS Growth & Income REIT elected to cease participation in the program and obtained separate insurance coverage. In June 2024, the Company renewed its participation in the program, and the program is effective through June 30, 2025.

Pursuant to the terms of these agreements, summarized below are the related-party costs incurred by the Company for the years ended December 31, 2024, 2023 and 2022, respectively, and any related amounts payable as of December 31, 2024 and 2023 (in thousands):

	Incurred Years Ended<br><br>December 31,
	2024		2023		2022		2024		2023
Expensed
Asset management fees (1)	$	19,568	$	20,839	$	20,102	$	18,585	$	16,992
Reimbursement of operating expenses (2)	377		420		325		435		416
Disposition fees (3)	914		—		—		500		—
	$	20,859	$	21,259	$	20,427	$	19,520	$	17,408

_____________________

(1) See “Asset Management Fees” below and under Note 3, “Summary of Significant Accounting Policies— Related Party Transactions—Asset Management Fee.”

(2) Reimbursable operating expenses primarily consists of internal audit personnel costs, accounting software costs and cybersecurity related expenses incurred by the Advisor under the Advisory Agreement. The Company has reimbursed the Advisor for the Company’s allocable portion of the salaries, benefits and overhead of internal audit department personnel providing services to the Company. These amounts totaled $106,000, $111,000 and $163,000 for the years ended December 31, 2024, 2023 and 2022, respectively, and were the only type of employee costs reimbursed under the Advisory Agreement for the years ended December 31, 2024, 2023 and 2022. The Company currently does not reimburse for employee costs in connection with services for which the Advisor earns acquisition or origination fees or disposition fees (other than reimbursement of travel and communication expenses), and other than future payments pursuant to the Bonus Retention Fund (see Note 3, “Summary of Significant Accounting Policies— Related Party Transactions—Asset Management Fee”), the Company does not reimburse the Advisor for the salaries or benefits the Advisor or its affiliates may pay to the Company’s executive officers and affiliated directors. In addition to the amounts above, the Company reimburses the Advisor for certain of the Company’s direct costs incurred from third parties that were initially paid by the Advisor on behalf of the Company.

(3) Disposition fees with respect to real estate sold are included in the gain on sale of real estate, net, in the accompanying consolidated statements of operations. As of December 31, 2024, the Company accrued and deferred $0.5 million of disposition fees payable to the Advisor related to the sale of Preston Commons until December 1, 2025. See Note 3, “Summary of Significant Accounting Policies— Related Party Transactions—Disposition Fees.”

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

11. RELATED PARTY TRANSACTIONS (CONTINUED)

In connection with the Offering, Messrs. Bren, Hall, McMillan and Schreiber agreed to provide additional indemnification to one of the participating broker-dealers. The Company agreed to add supplemental coverage to its directors’ and officers’ insurance coverage to insure Messrs. Bren, Hall, McMillan and Schreiber’s obligations under this indemnification agreement in exchange for reimbursement by Messrs. Bren, Hall, McMillan and Schreiber to the Company for all costs, expenses and premiums related to this supplemental coverage. During each of the years ended December 31, 2024, 2023 and 2022, the Advisor incurred $0.1 million for the costs of the supplemental coverage obtained by the Company.

Asset Management Fees

As of December 31, 2024 and 2023, the Company had accrued $18.6 million and $17.0 million of asset management fees, respectively, of which $8.5 million were Deferred Asset Management Fees as of December 31, 2024 and 2023, and $8.5 million were related to asset management fees that were restricted for payment and deposited in the Bonus Retention Fund as of December 31, 2024 and 2023, see Note 3, “Summary of Significant Accounting Policies— Related Party Transactions—Asset Management Fee.” For the year ended December 31, 2022, the Company and the Advisor agreed to adjust MFFO for the purpose of the calculation above to add back the following non-operating expenses: a one-time write-off of prepaid offering costs of $2.7 million and a $0.5 million fee to the conflicts committee’s financial advisor in connection with the conflicts committee’s review of alternatives available to the Company.

Lease to Affiliate

On May 29, 2015, the indirect wholly owned subsidiary (the “Lessor”) of the Company that owns 3003 Washington Boulevard entered into a lease with an affiliate of the Advisor (the “Lessee”) for 5,046 rentable square feet, or approximately 2.4% of the total rentable square feet, at 3003 Washington Boulevard. The lease commenced on October 1, 2015 and was amended on March 14, 2019 (the “Amended Lease”) to extend the lease period commencing on September 1, 2019 and terminating on August 31, 2024 and set the annual base rent during the extension period. The annualized base rent from the commencement of the Amended Lease is approximately $0.3 million, and the average annual rental rate (net of rental abatements) over the term of the Amended Lease through its termination is $62.55 per square foot.

On August 12, 2024, the Lessor entered into a Second Amendment to Deed of Office Lease (the “Second Amended Lease”) with the Lessee to extend the lease period commencing on September 1, 2024 and expiring on November 30, 2029, unless terminated earlier in accordance with certain terms and conditions contained therein, and set the annual base rent during the extension period. The annualized base rent for the Second Amended Lease is approximately $0.3 million, and the average annual rental rate (net of rental abatements) over the term of the Second Amended Lease is $53.75 per square foot.

During the years ended December 31, 2024, 2023 and 2022, the Company recognized $0.3 million, $0.3 million and $0.3 million of revenue related to this lease, respectively.

Prior to their approval of the lease, the Amended Lease and the Second Amended Lease, the Company’s conflicts committee and board of directors determined the lease to be fair and reasonable to the Company.

Portfolio Sale

On July 18, 2019, the Company sold the Singapore Portfolio to the SREIT, which is affiliated with Charles J. Schreiber, Jr., a director and executive officer of the Company. See Note 7, “Real Estate Equity Securities” for information related to the Company’s investment in the SREIT. The SREIT is externally managed by an entity (the “Manager”) in which Charles J. Schreiber, Jr. currently holds an indirect ownership interest. Mr. Schreiber is also a former director of the Manager. The SREIT pays the Manager an annual base fee of 10% of annual distributable income and an annual performance fee of 25% of the increase in distributions per unit of the SREIT from the preceding year. For acquisitions other than the Singapore Portfolio, the SREIT pays the Manager an acquisition fee of 1% of the acquisition price. The SREIT will also pay the Manager a divestment fee of 0.5% of the sale price of any real estate sold and a development management fee of 3% of the total project costs incurred for development projects. A portion of the fees paid to the Manager are paid to KBS Realty Advisors LLC, an entity controlled by Mr. Schreiber, for sub-advisory services. The Schreiber Trust, a trust whose beneficiaries are Charles J. Schreiber, Jr. and his family members, and the Linda Bren 2017 Trust also acquired units in the SREIT. The Schreiber Trust agreed it will not sell any portion of its units in the SREIT unless it has received the consent of the Company’s conflicts committee. The Linda Bren 2017 Trust has agreed it will not sell $5.0 million of its investment in the SREIT unless it has received the consent of the Company’s conflicts committee.

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

11. RELATED PARTY TRANSACTIONS (CONTINUED)

During the years ended December 31, 2024, 2023 and 2022, no other business transactions occurred between the Company and KBS REIT II, KBS Growth & Income REIT, the Advisor, the Dealer Manager or other KBS-affiliated entities.

12. SEGMENT INFORMATION

The Company’s operations are reported within one reportable segment. The Company has invested in core real estate properties and real estate-related investments with the goal of acquiring a portfolio of income-producing investments. The Company’s real estate properties exhibit similar long-term financial performance and have similar economic characteristics to each other. The Company derives revenue from real estate properties leased to tenants under operating leases and dividends from its investment in the SREIT, a traded Singapore real estate investment trust which holds income-producing office properties. The Company’s real estate properties and the SREIT’s properties are all located in the United States. The Company manages its business activities on a consolidated basis.

As a group, the Company’s Chief Executive Officer, the Company’s Chief Financial Officer and the Advisor’s Chief Executive Officer collectively act as the CODM of the Company.

The CODM reviews financial information presented on a consolidated basis. The CODM assesses entity-wide operating results and performance and decides how to allocate resources based on consolidated net income, which is reported on the accompanying consolidated statements of operations. The CODM uses consolidated net income to evaluate income generated from assets (return on assets) in deciding whether to reinvest profits into its real estate properties, repay debt or to pay dividends to stockholders. Consolidated net income is used to monitor budgeted versus actual results. Additionally, the measure of segment assets is reported on the accompanying consolidated balance sheets as total assets.

The accounting policies of the Company’s single reportable segment are the same as those described in the summary of significant accounting policies.

13. COMMITMENTS AND CONTINGENCIES

Economic Dependency

The Company is dependent on the Advisor for certain services that are essential to the Company, including the disposition of investments; management of the daily operations of the Company’s investment portfolio; and other general and administrative responsibilities. In the event that the Advisor is unable to provide the respective services, the Company will be required to obtain such services from other sources.

Legal Matters

From time to time, the Company may be party to legal proceedings that arise in the ordinary course of its business. Management is not aware of any legal proceedings of which the outcome is probable or reasonably possible to have a material adverse effect on the Company’s results of operations or financial condition, which would require accrual or disclosure of the contingency and possible range of loss. Additionally, the Company has not recorded any loss contingencies related to legal proceedings in which the potential loss is deemed to be remote.

Environmental

As an owner of real estate, the Company is subject to various environmental laws of federal, state and local governments. Compliance with existing environmental laws is not expected to have a material adverse effect on the Company’s financial condition and results of operations as of December 31, 2024.

Capital Expenditures Obligations

As of December 31, 2024, the Company had capital expenditure obligations of $27.7 million, of which $12.7 million was accrued and included in accounts payable and accrued liabilities on the Company’s consolidated balance sheet as of December 31, 2024. This amount includes unpaid contractual obligations for building improvements and unpaid portions of tenant improvement allowances which were granted pursuant to lease agreements executed as of December 31, 2024, including amounts that may be classified as lease incentives pursuant to GAAP.

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

14. SUBSEQUENT EVENTS

The Company evaluates subsequent events up until the date the consolidated financial statements are issued.

Eighth Modification of the Amended and Restated Portfolio Loan Facility

On February 6, 2025, the Company, through the Amended and Restated Portfolio Loan Facility Borrowers and REIT Properties III, entered into the eighth loan modification agreement with the Portfolio Loan Agent and the Portfolio Loan Lenders (the “Eighth Extension Agreement”). Pursuant to the terms of the Eighth Extension Agreement, the maturity date of the facility was extended to January 22, 2027, with two additional 12-month extension options, subject to the terms and conditions in the loan documents. Pursuant to the Eighth Extension Agreement, the Amended and Restated Portfolio Loan Facility bears interest at one-month Term SOFR plus 300 basis points.

The Eighth Extension Agreement requires the Amended and Restated Portfolio Loan Facility Borrowers to paydown a portion of the loan such that the Maximum Facility Amount is not greater than (i) $420.0 million on or before December 31, 2025, (ii) $300.0 million on or before December 31, 2026 and (iii) $150.0 million on or before December 31, 2027. In connection with the paydown provisions, the Eighth Extension Agreement requires the sale of Counted Projects (defined below), from time to time, such that the Company does not own more than five Counted Projects as of December 31, 2025, four Counted Projects as of December 31, 2026 and three Counted Projects as of December 31, 2027. The Counted Projects are the Portfolio Loan Properties and Accenture Tower. In connection with the sale of the Portfolio Loan Properties, the Eighth Extension Agreement provides for up to $30 million of sales proceeds from the sale of the first Portfolio Loan Property and up to a total of $15 million of sales proceeds from the sale of subsequent Portfolio Loan Properties to be funded into the Cash Sweep Collateral Account (defined below) that can be used as described below. Commencing September 30, 2025 and each quarter thereafter, the Eighth Extension Agreement also requires that the Portfolio Loan Properties meet certain leasing requirements.

Additionally, the Eighth Extension Agreement (i) limits the amount of asset management fees that may be paid by the Company to the Advisor to 90% of the asset management fees associated with the Portfolio Loan Properties (“Permitted Asset Management Fees”) (with the remaining 10% of the asset management fees associated with the Portfolio Loan Properties being deferred until the Amended and Restated Portfolio Loan Facility Borrowers have either paid in full their obligations under the Amended and Restated Portfolio Loan Facility, or met the requirements to pay such deferred fees during the extension periods of the loan) and (ii) limits the amount of REIT-level general and administrative expenses that can be allocated to the Portfolio Loan Properties and paid or reimbursed by the Amended and Restated Portfolio Loan Facility Borrowers, provided that in each case no such payments may be made during the occurrence and continuance of a default or potential default for which the Amended and Restated Portfolio Loan Facility Borrowers have received notice that has not been waived or cured.

The Eighth Extension Agreement also restricts the Company from paying dividends or distributions to its stockholders or redeeming shares of its stock, except that if no default has occurred and is continuing under the Amended and Restated Portfolio Loan Facility, the Company may distribute such amounts to its stockholders as are required for the Company to qualify as a REIT under the Internal Revenue Code of 1986, as amended, so long as such distributions are not funded by the Amended and Restated Portfolio Loan Facility Borrowers.

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2024

14. SUBSEQUENT EVENTS (CONTINUED)

The Eighth Extension Agreement contains various ongoing financial covenants at both the guarantor (REIT Properties III) and borrower level.

The Eighth Extension Agreement required the Company to cause the equity interests of certain of the Company’s subsidiaries (and all proceeds therefrom) that directly and indirectly own Accenture Tower to be pledged to the Portfolio Loan Lenders as security for all of the Amended and Restated Portfolio Loan Facility Borrowers’ obligations under the Amended and Restated Portfolio Loan Facility. The Eighth Extension Agreement also requires the Company to cause approximately half of the units of the SREIT held by the Company to be pledged to the Portfolio Loan Lenders as security for all of the Amended and Restated Portfolio Loan Facility Borrowers’ obligations under the Amended and Restated Portfolio Loan Facility. To the extent that the Company sells any of the units of the SREIT (other than certain excluded units), the Company is required to contribute the cash proceeds of such sale to the Amended and Restated Portfolio Loan Facility Borrowers for such proceeds to be applied as follows (i) in respect of the first $30.0 million of cash proceeds, 50% in prepayment of the outstanding obligations under the Amended and Restated Portfolio Loan Facility and the remaining 50% to be distributed to REIT Properties III to fund the general capital and other cash flow needs of the Company and its subsidiaries and, (ii) any amounts thereafter, 50% in prepayment of the outstanding obligations under the Amended and Restated Portfolio Loan Facility and 50% to fund the Cash Sweep Collateral Account for capital needs of the Portfolio Loan Properties. The Eighth Extension Agreement also provides that (a) in respect of the sale of Accenture Tower, the first $10 million of net sale proceeds shall be used to fund to the Cash Sweep Collateral Account with the remaining net sale proceeds required to be used to reduce the Amended and Restated Portfolio Loan Facility Borrowers’ obligations under the Amended and Restated Portfolio Loan Facility, and (b) in respect of the sale of The Almaden, the first $10.0 million of net sale proceeds is required to be used to reduce the Amended and Restated Portfolio Loan Facility Borrowers’ obligations under the Amended and Restated Portfolio Loan Facility with the remaining net sale proceeds to be applied on an equal basis to reduce the Amended and Restated Portfolio Loan Facility Borrowers’ obligations under the Amended and Restated Portfolio Loan Facility and to fund the Cash Sweep Collateral Account.

The Eighth Extension Agreement continues to provide that, if elected by the required Portfolio Loan Lenders, a default will occur under the Amended and Restated Portfolio Loan Facility if a written demand for payment is delivered to REIT Properties III under (a) the Company’s Credit Facility, (b) the payment guaranty agreement of the Company’s Modified Portfolio Revolving Loan Facility or (c) as a result of a default under any guaranty or any other indebtedness of REIT Properties III where the demand made or amount guaranteed is greater than $5.0 million. Further, the occurrence of a default (after any required notice, cure or standstill period, as applicable) under the Accenture Tower Loan will cause a default under the Accenture pledge, resulting in a cross-default under the Amended and Restated Portfolio Loan Facility.

Amendment to Advisory Agreement

In connection with the Eighth Extension Agreement, on February 6, 2025, the Company and the Advisor entered into an amendment to the Advisory Agreement to (i) defer a portion of the asset management fee associated with the Portfolio Loan Properties as described above and (ii) subject to the further limitations contained in the Advisory Agreement and the Company’s charter, reduce the disposition fees associated with the sales of the Portfolio Loan Properties, Accenture Tower and The Almaden to 0.65% of the contract sales price of each property.

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

SCHEDULE III

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION AND AMORTIZATION

December 31, 2024

(dollar amounts in thousands)

				Initial Cost to Company								Gross Amount at which<br>Carried at Close of Period
Description	Location	Ownership<br>Percent	Encumbrances	Land		Building and<br><br>Improvements (1)		Total		Cost<br><br>Capitalized<br><br>Subsequent to<br><br>Acquisition(2)		Land		Building and<br><br>Improvements (1)		Total (3)		Accumulated <br>Depreciation<br>and<br>Amortization		Original Date of <br>Construction	Date<br>Acquired
Town Center	Plano, TX	100%	(4)	$	7,428	$	108,547	$	115,975	$	27,335	$	7,428	$	135,882	$	143,310	$	(58,514)	2001/2002/2006	03/27/2012
Gateway Tech Center (7)	Salt Lake City, UT	100%	(5)	5,617		20,051		25,668		11,720		5,617		31,771		37,388		(14,095)		1909	05/09/2012
60 South Sixth	Minneapolis, MN	100%	(4)	16,951		109,191		126,142		(10,622)		16,003		99,517		115,520		(1,825)		1991	01/31/2013
Sterling Plaza	Dallas, TX	100%	(4)	6,800		68,292		75,092		21,994		6,800		90,286		97,086		(36,020)		1984	06/19/2013
Accenture Tower (7)	Chicago, IL	100%	307,097	49,306		370,662		419,968		155,487		49,306		526,149		575,455		(184,634)		1987	12/16/2013
Ten Almaden	San Jose, CA	100%	(4)	7,000		110,292		117,292		14,307		7,000		124,599		131,599		(45,433)		1988	12/05/2014
Towers at Emeryville	Emeryville, CA	100%	(4)	35,774		147,167		182,941		40,756		35,774		187,923		223,697		(73,665)		1972/1975/1985	12/23/2014
3003 Washington Boulevard	Arlington, VA	100%	(6)	18,800		129,820		148,620		6,194		18,800		136,014		154,814		(49,418)		2014	12/30/2014
Park Place Village (7)	Leawood, KS	100%	65,000	11,009		117,070		128,079		(40,243)		8,101		79,735		87,836		(17,430)		2007	06/18/2015
201 17th Street (7)	Atlanta, GA	100%	(5)	5,277		86,859		92,136		13,371		5,277		100,230		105,507		(37,952)		2007	06/23/2015
515 Congress (7)	Austin, TX	100%	(5)	8,000		106,261		114,261		23,214		8,000		129,475		137,475		(40,512)		1975	08/31/2015
The Almaden	San Jose, CA	100%	118,440	29,000		130,145		159,145		33,988		29,000		164,133		193,133		(56,081)		1980/1981	09/23/2015
3001 Washington Boulevard	Arlington, VA	100%	(6)	9,900		41,551		51,451		9,548		9,900		51,099		60,999		(16,648)		2015	11/06/2015
Carillon (7)	Charlotte, NC	100%	88,140	19,100		126,979		146,079		35,025		19,100		162,004		181,104		(49,165)		1991	01/15/2016
		TOTAL		$	229,962	$	1,672,887	$	1,902,849	$	342,074	$	226,106	$	2,018,817	$	2,244,923	$	(681,392)

____________________

(1) Building and improvements includes tenant origination and absorption costs and construction in progress.

(2) Costs capitalized subsequent to acquisition is net of impairment charges, write-offs of fully depreciated/amortized assets and property damage.

(3) The aggregate cost of real estate for federal income tax purposes was $2.5 billion (unaudited) as of December 31, 2024.

(4) As of December 31, 2024, these properties served as the security for the Amended and Restated Portfolio Loan Facility, which had an outstanding principal balance of $460.9 million.

(5) As of December 31, 2024, these properties served as the security for the Modified Portfolio Revolving Loan Facility, which had an outstanding principal balance of $209.8 million.

(6) As of December 31, 2024, these properties served as the security for the 3001 & 3003 Washington Mortgage Loan, which had an outstanding principal balance of $138.8 million.

(7) In connection with the restructuring of certain debt facilities, the Company has directly and/or indirectly pledged the equity of subsidiaries owning these properties. See Note 8, “Notes Payable – Recent Financing Transactions” and Note 14, “Subsequent Events – Eighth Modification of the Amended and Restated Portfolio Loan Facility.”

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KBS REAL ESTATE INVESTMENT TRUST III, INC.

SCHEDULE III

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION AND AMORTIZATION (CONTINUED)

December 31, 2024

(dollar amounts in thousands)

	2024		2023		2022
Real Estate:
Balance at the beginning of the year	$	2,552,979	$	2,568,352	$	2,441,266
Improvements	27,132		76,346		144,693
Write off of fully depreciated and fully amortized assets	(70,652)		(46,260)		(17,607)
Impairments	(6,847)		(45,459)		—
Sale	(187,118)		—		—
Deed-in-lieu of foreclosure	(70,571)		—		—
Balance at the end of the year	$	2,244,923	$	2,552,979	$	2,568,352
Accumulated depreciation and amortization:
Balance at the beginning of the year	$	(713,501)	$	(656,401)	$	(572,968)
Depreciation and amortization expense	(98,645)		(103,360)		(101,040)
Write off of fully depreciated and fully amortized assets	70,652		46,260		17,607
Sale	58,559		—		—
Deed-in-lieu of foreclosure	1,543		—		—
Balance at the end of the year	$	(681,392)	$	(713,501)	$	(656,401)

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ITEM 16. FORM 10-K SUMMARY

None.

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, State of California, on March 14, 2025.

KBS REAL ESTATE INVESTMENT TRUST III, INC.
By:	/s/ Charles J. Schreiber, Jr.
	Charles J. Schreiber, Jr.
	Chief Executive Officer, President and Director
	(principal executive officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Name	Title	Date
/s/ CHARLES J. SCHREIBER, JR.	Chief Executive Officer, President and Director<br>(principal executive officer)	March 14, 2025
Charles J. Schreiber, Jr.
/s/ JEFFREY K. WALDVOGEL	Chief Financial Officer, Treasurer and Secretary<br>(principal financial officer)	March 14, 2025
Jeffrey K. Waldvogel
/s/ STACIE K. YAMANE	Chief Accounting Officer and Assistant Secretary<br>(principal accounting officer)	March 14, 2025
Stacie K. Yamane
/s/ MARC DELUCA	Chairman of the Board and Director	March 14, 2025
Marc DeLuca
/s/ STUART A. GABRIEL, PH.D.	Director	March 14, 2025
Stuart A. Gabriel, Ph.D.
/s/ ROBERT MILKOVICH	Director	March 14, 2025
Robert Milkovich
/s/ RON D. STURZENEGGER	Director	March 14, 2025
Ron D. Sturzenegger

Document

Exhibit 10.2

Execution Version

MANAGEMENT FEE AND DISPOSITION FEE SUBORDINATION AGREEMENT

This Management Fee and Disposition Fee Subordination Agreement (this “Agreement”) is made as of November 22, 2024, by KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (the “Advisor”), in favor of U.S. BANK NATIONAL ASSOCIATION, as administrative agent for the Lenders under the Credit Agreement identified below (in such capacity, the “Agent”).

WHEREAS, KBS Real Estate Investment Trust III, Inc., a Maryland corporation (“REIT”), is party to that certain Advisory Agreement dated as of September 27, 2024, as amended on October 11, 2024 (as such agreement may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, the “Advisory Agreement”), with the Advisor; pursuant to the Advisory Agreement, the REIT has agreed, among other things, to pay certain management fees and disposition fees to Advisor from time to time in exchange for certain services performed by Advisor in accordance with the Advisory Agreement; and

WHEREAS, in order to induce the Agent and the Lenders to continue to extend credit to the Borrower under that certain Credit Agreement dated as of July 30, 2021, as amended by that certain First Modification of Credit Agreement dated as of April 21, 2023, that certain Second Modification of Credit Agreement dated as of May 10, 2024, that certain Third Modification of Credit Agreement dated as of July 30, 2024, that certain Fourth Modification of Credit Agreement dated as of November 5, 2024, that certain Fifth Modification of Credit Agreement dated as of November 15, 2024 and that certain Sixth Modification of Credit Agreement dated as of November 22, 2024 (as amended, restated and/or modified from time to time, the “Credit Agreement”) among KBS REIT Properties III, LLC, a Delaware limited liability company (“Borrower”), Agent, and the lenders party thereto (the “Lenders”), the Agent requires that certain the management fees and disposition fees owed by the REIT (with respect to the Borrower’s Obligations under the Credit Agreement and the Loan Documents) to the Advisor shall be subordinate to the Senior Debt (as defined below), all as hereafter provided.

NOW, THEREFORE, for good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.Defined Terms Generally. Any capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.

2.Certain Defined Terms. As used herein, the following terms shall have the following meanings:

“Bankruptcy Code” shall mean Title 11 of the United States Code.

“Disposition Fee” shall mean the disposition fees payable by the REIT to the Advisor pursuant to Section 8.04 of the Advisory Agreement associated with the sale of equity interests in or real property owned by KBSIII Carillon L.P., KBSIII 515 Congress, LLC, KBSIII 155 North 400 West, LLC, KBSIII 201 17th Street, LLC or KBSIII 500 West Madison, LLC.

“Fee Subordination Event” shall mean the occurrence and continuance of a Senior Default exists.

“Management Fee” shall mean the management fees payable by the REIT to the Advisor pursuant to Section 8.03(i) of the Advisory Agreement associated with the real property owned by KBSIII Carillon L.P., KBSIII 515 Congress, LLC, KBSIII 155 North 400 West, LLC, KBSIII 201 17th Street, LLC and KBSIII 500 West Madison, LLC.

“Permitted Disposition Fees” means Disposition Fees in an amount not to exceed 0.65% of the Contract Sale Price (as defined in the Advisory Agreement).

“Permitted Management Fees” means Management Fees in an amount not to exceed 90% of the Management Fees then due and owing.

“Proceeding” shall have the meaning set forth in Section 8 hereof.

“Senior Debt” shall mean any and all Obligations and other indebtedness of Loan Parties to the Agent and the Lenders under the Credit Agreement, including any interest, costs or fees accruing after the commencement of any Proceeding (as defined below) whether or not a claim for such interest, costs or fees is allowed or allowable.

“Senior Default” shall mean any “Event of Default” under the Credit Agreement.

“Subordinated Debt” shall mean the Management Fee and Permitted Disposition Fee.

“Subordinated Debt Documents” shall mean the Advisory Agreement.

3.Subordination. The payment of any and all Subordinated Debt is expressly subordinated to the Senior Debt to the extent and in the manner set forth in this Agreement. Until the Senior Debt has been paid in full in immediately available funds (other than contingent indemnifications for which no claim for payment has been made) and the Lenders’ commitment to make Loans under the Credit Agreement has terminated, no payment of any kind (by voluntary payment, prepayment, setoff or otherwise) of any portion of the Subordinated Debt may be made, directly or indirectly, by the REIT or any Loan Party or received or accepted by the Advisor at any time without the Agent’s prior written consent; provided, however, that the REIT or any Loan Party may make, and the Advisor may receive, accept and retain, (i) Permitted Management Fees and (ii) Permitted Disposition Fees to the extent payment of such Permitted Disposition Fees is permitted under Section 7.7(c) of the Credit Agreement, so long as both before and after giving pro-forma effect to the making of any such payments, a Fee Subordination Event is not in existence or would result therefrom.

Notwithstanding anything to the contrary herein stated, at any time any Management Fees are not allowed to be paid as a result of this Section 3, such Management Fees payable but blocked pursuant to this Section 3 may accrue, but shall not be paid, and following such Fee Subordination Event being waived by the Agent and the Required Lenders, such accrued amounts of unpaid Management Fees may be paid to the Advisor so long as no other Fee Subordination Event has occurred and is continuing or would result therefrom. For the avoidance of doubt, any interest accrued under the Advisory Agreement with respect to Management Fees, if applicable, shall not be payable until Senior Debt has been paid in full in immediately available funds (other than contingent indemnifications for which no claim for payment has been made) and the Lenders’ commitment to make Advances under the Credit Agreement has terminated.

4.Prohibited Payments. Until such time as the Senior Debt has been paid in full in immediately available funds (other than contingent indemnifications for which no claim for payment has been made) and the Lenders’ commitment to make Loans under the Credit Agreement

has terminated, any payments on the Subordinated Debt received by the Advisor in contravention of the terms of this Agreement or at any time that the Advisor is in violation of its undertakings or obligations under this Agreement shall be held in trust for Agent and the Lenders and the Advisor will promptly turn over any such payments to Agent, without further notice or demand, in the form received, to be applied to the Senior Debt as determined by Agent.

5.Subordinated Debt to be Unsecured. Until such time as the Senior Debt has been paid in full in immediately available funds (other than contingent indemnifications for which no claim for payment has been made) and the Lenders’ commitment to make Loans under the Credit Agreement has terminated, the Loan Parties shall not grant to the Advisor, and the Advisor shall not have or take, any Lien on or security interest in any assets of any Loan Party, regardless of whether any such assets are now owned or hereafter acquired or created. The Advisor represents and warrants to the Agent and the Lenders that the Subordinated Debt is unsecured.

6.Prohibited Actions. Until such time as the Senior Debt has been paid in full in immediately available funds (other than contingent indemnifications for which no claim for payment has been made) and any commitment of the Lenders to make Loans under the Credit Agreement has terminated, the Advisor shall not:

(a)commence any claim, litigation, suit or administrative proceeding (collectively, “Proceeding”) of any kind against any Loan Party to (I) recover all or any part of the Subordinated Debt not paid when due except to the extent of commencing an action to avoid the running of an applicable statute of limitations; or (II) enforce any judgment to recover all or any part of the Subordinated Debt; or

(b)join with any creditor in bringing any Proceeding against any Loan Party under any liquidation, conservatorship, bankruptcy, reorganization, rearrangement, or other insolvency law now or hereafter existing.

7.No Contest. The Advisor will not make any assertion, claim or argument in any action, suit or Proceeding of any nature whatsoever in any way challenging the priority, validity or effectiveness of the liens and security interests granted to Agent under and in connection with the Credit Agreement and the other Loan Documents, instruments and agreements entered into in connection therewith.

8.Bankruptcy. In the event of any insolvency, bankruptcy, receivership, custodianship, liquidation, reorganization, assignment for the benefit of creditors or other proceeding for the relief or liquidation, dissolution or other winding up of any Loan Party or any assets of any Loan Party (including, without limitation, any such proceeding under the Bankruptcy Code) (a “Proceeding”), the Advisor may, but is not required to, file any claims, proofs of claim, or other instruments of similar character necessary to enforce the obligations, if any, of such Loan Party in respect of the Subordinated Debt and will hold in trust for Agent, and the Lenders and pay over to Agent in the form received, to be applied against the Senior Debt as determined by Agent, any and all money, dividends or other assets received in any such proceedings on account of the Subordinated Debt, unless and until the Senior Debt shall be paid in full in cash.

9.Amendments to Senior Debt. Subject to the terms and conditions of the Credit Agreement and the Loan Documents, Agent may at any time and from time to time, without the consent of or notice to the Advisor, without incurring responsibility to the Advisor and without impairing or releasing any of Agent’s rights, or any of the obligations of the Advisor hereunder:

(a)Change the amount, manner, place or terms of payment or change or extend the time of payment of or increase, renew or alter the Senior Debt, or any part thereof, waive nonperformance by Loan Parties of or amend, alter, supplement or replace the Credit Agreement, the notes issued thereunder, any other Loan Documents or agreements related thereto, in any manner or enter into or amend in any manner any other agreement relating to the Senior Debt;

(b)Sell, exchange, release or otherwise enforce Agent’s rights against or deal with all or any part of the Collateral or any property at any time pledged or mortgaged by any party to secure or securing the Senior Debt or any part thereof;

(c)Release or compromise claims against any Loan Party or any other party liable in any manner for the payment or collection of the Senior Debt;

(d)Exercise or refrain from exercising any rights against any Loan Party or others (including the Advisor) or exercise rights against any Loan Party, any assets of any Loan Party or any other party at any time and in any order; and

(e)Apply any sums paid by any party to the Senior Debt in any manner or order as permitted by the Credit Agreement.

10.Subordinated Debt Documents. Advisor hereby represents and warrants to Agent that Advisor has delivered to Agent true, correct and complete copies of all written Subordinated Debt Documents by and between the REIT, Loan Parties and Advisor evidencing the Advisory Agreement. Until the Senior Debt shall be paid in full in immediately available funds (other than contingent indemnifications for which no claim for payment has been made) and any commitment of the Lenders to make Loans under the Credit Agreement has terminated, Advisor shall not (a) without the prior written consent of the Agent, agree to any amendment, modification or supplement to any Subordinated Debt Document materially adverse to Agent and Lenders (provided that any changes amending payment provisions that impact the subordination provisions set forth in the Agreement or granting liens on any collateral shall be deemed materially adverse to Agent and Lenders), or (b) assign any Subordinated Debt Document to any Person; provided, however that Advisor may sell, assign, pledge, dispose of or otherwise transfer all or any portion of the Subordinated Debt to an affiliate so long as: (i) concurrent with such assignment, pledge, disposition or transfer such assignee, pledge or transferee acknowledges in writing that such transfer is made expressly subject to this Agreement and that such transferee is bound by the terms of this Agreement as if an original signatory hereto, and (ii) Advisor promptly delivers such written acknowledgement to Agent along with such transferee’s notice information for purposes hereof.

11.Interposition of Agreement. If the Advisor violates any of the terms of this Agreement, in addition to any remedies at law, in equity or otherwise, Agent may restrain such violation in any court of law or equity and may interpose this Agreement as a defense in any action by or against the Advisor.

12.No Third Party Beneficiaries. This Agreement is solely for the benefit of Agent and the Lenders, and none of any Loan Party, debtor in possession, bankruptcy trustee or any other person or entities are intended to be third party beneficiaries hereunder or to have any right, benefit, priority or interest under, or because of the existence of, or to have any right to enforce, this Agreement.

13.Entire Agreement. This Agreement contains the entire agreement between the parties regarding the subject matter hereof and may be amended, supplemented or modified only by written instrument executed by Agent and the Advisor.

14.Execution. The Advisor represents and warrants to the Agent and the Lenders that the Advisor has the power, capacity and authority to enter into this Agreement and that neither the execution or delivery of this Agreement nor fulfillment of nor compliance with the terms and provisions hereof will conflict with, or result in a breach of the terms, conditions, or provisions of or constitute a default under any agreement or instrument to which Advisor or any of its assets is now subject or under any formation of governance agreement of Advisor.

15.Assignment. This Agreement may be assigned by Agent in connection with any assignment or transfer of any portion of the Senior Debt.

16.Binding Agreement. This Agreement shall be binding upon the Advisor and its representatives, successors and assigns.

17.Senior Debt. The Senior Debt shall continue to be treated as Senior Debt hereunder, and the provisions of this Agreement shall continue to govern the relative rights and priorities of the parties, even if all or part of the security interests securing the Senior Debt are subordinated, set aside, avoided or disallowed under Section 548(a) of the Bankruptcy Code

18.Invalidity. In the event that any provision of this Agreement is deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and the affected provision(s) shall be modified to the extent permitted by law so as to most fully achieve the intention of this Agreement.

19.Subordination Agreement. This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code, shall be effective, during and after the commencement of a Proceeding.

20.Governing Law; Jurisdiction; Etc. This Agreement, the rights of the parties hereunder and the interpretation hereof shall be governed by, and construed in accordance with, the laws of the State of California in all respects. To the maximum extent permitted by applicable law, each of the parties hereto hereby waives any right to a trial by jury in any action relating to this Agreement.

21.Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE EACH OF THE PARTIES HERTO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER.

22.Notices. For the purposes of this Agreement, written notices shall be sent by United States first class certified mail, return receipt requested, postage prepaid, addressed to the notified party at the address set forth below its signature line or such other address specified by the party with like notice, and shall be deemed received four (4) Business Days after deposit in the United States mail, on the first Business Day after transmittal by nationally recognized overnight courier or on the day of transmittal by personal delivery, telecopier, telex, cable or other electronic communication device capable of providing a written document; provided, however, in the case

of a facsimile transmission, when sent to the applicable party’s facsimile machine’s telephone number, if the party sending such notice receives confirmation of the delivery thereof from its own facsimile machine, notices by facsimile shall be deemed to have been given when sent (except that, if sent at or after 5:00 p.m. in the place of the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient); in the case of electronic transmission, when actually received and if any electronic email is effective at or after 5:00 p.m. Pacific Time in the place of receipt, then it shall be deemed only to become effective at the opening of business on the next Business Day.

23.Counterparts; Electronic Signatures; Headings. This Agreement may be executed in one or more counterparts, each one of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same agreement. Signature by facsimile and PDF shall bind the parties hereto. Section headings used herein are for convenience of reference only and shall have no effect on the interpretation of this Agreement.

24.Limitation of Liability. Neither the Advisor, nor any of its managers, members, partners, equityholders, directors, officers, employees or agents (collectively, the “Advisor Group”) shall be liable to the Loan Parties or their subsidiaries or affiliates for any loss, liability, damage or expense (collectively, a “Loss”) arising out of or in connection with the performance of obligations contemplated by this Agreement, unless a court of competent jurisdiction enters a final order determining that such Loss resulted from gross negligence or willful misconduct on the part of the applicable member of the Advisor Group with regard to an action taken on the Loan Parties’ or any of their Subsidiaries’ behalf. The Advisor makes no representations or warranties, express or implied, in respect of the obligations to be provided by them hereunder. IN NO EVENT WILL ANY OF THE PARTIES HERETO BE LIABLE TO ANY OTHER PARTY HERETO FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR SAVINGS, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE, OR IN RESPECT OF ANY LIABILITIES RELATING TO ANY THIRD PARTY CLAIMS (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) OTHER THAN FOR THE CLAIMS CAUSED BY, RELATED TO OR ARISING OUT OF THE OBLIGATIONS WHICH MAY BE PROVIDED BY THE ADVISOR HEREUNDER.

25.Conflicts. In the event of any conflict between any provision in this Agreement and a provision in the Credit Agreement, this Agreement shall control.

26.Judicial Reference.

(a)Any and all disputes, claims and controversies arising out of, connected with or relating to this Agreement or the transactions contemplated thereby (individually, a “Dispute”) that are brought before a forum in which pre-dispute waivers of the right to trial by jury are invalid under applicable law shall be subject to the terms of this Section 26 in lieu of the jury trial waivers otherwise provided in this Agreement. Disputes may include tort claims, counterclaims, claims brought as class actions, claims arising from related documents executed in the future, disputes as to whether a matter is subject to judicial reference, or claims concerning any aspect of the past, present or future relationships arising out of or connected with this Agreement. Notwithstanding the foregoing, this paragraph shall not apply to any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act or any form of master agreement published by the International Swaps and Derivatives

Association, Inc., any International Foreign Exchange Master Agreement or any similar master agreement governing any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, fixed-price physical delivery contracts, whether or not exchange traded, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing).

(b)Any and all Disputes shall be heard by a referee and resolved by judicial general reference pursuant to California Code of Civil Procedure (“CCCP”) §§ 638 et seq.

(c)The referee shall be a retired California state court judge. The referee shall be selected by mutual written agreement of the parties hereto that are party to such Dispute (the “Parties”) shall not seek to appoint a referee that may be disqualified pursuant to CCCP § 641 or § 641.2 without the prior written consent of all Parties. If the Parties are unable to agree upon a referee within 10 Business Days after one Party serves a written notice of intent for judicial reference upon the other Parties, then the referee will be selected by the Presiding Judge of the Superior Court of Orange County California (or his or her representative) in accordance with CCCP § 640(b).

(d)The referee shall hear and determine all issues relating to the Dispute, whether of fact or of law, and shall do so in accordance with the laws of the State of California, and render a written statement of decision and shall conduct the proceedings in accordance with the CCCP, the Rules of Court, and the California Evidence Code, except as otherwise specifically agreed by the Parties and approved by the referee. The referee shall oversee discovery and may enforce all discovery rules and orders applicable to judicial proceedings in the same manner as a trial court judge. The referee’s statement of decision shall set forth findings of fact and conclusions of law. The decision of the referee shall be entered as a judgment in the court in accordance with CCCP §§ 644 and 645. The decision of the referee shall be appealable to the same extent and in the same manner that such decision would be appealable if rendered by a judge of the superior court.

(e)[Reserved].

(f)If a Dispute includes multiple claims, some of which are found not subject to this Section 26, the Parties shall stay the proceedings of the claims not subject to this Section 26 until all other claims are resolved in accordance with this Section 26. If there are Disputes by or against multiple parties, some of which are not subject to this Section 26, the Parties shall sever the Disputes subject to this Section 26 and resolve them in accordance with this Section 26.

(g)During the pendency of any Dispute that is submitted to judicial reference in accordance with this Section 26, each of the Parties to such Dispute shall bear equal shares of the fees charged and costs incurred by the referee in performing the services described in this Section 26. The compensation of the referee shall not exceed the prevailing rate for like services. The prevailing Party shall be entitled to reasonable court

costs and legal fees, including customary attorney fees, expert witness fees, paralegal fees, the fees of the referee and other reasonable costs and disbursements charged to the party by its counsel, in such amount as is determined by the referee. In the event of any challenge to the legality or enforceability of this Section 26, the prevailing Party shall be entitled to recover the costs and expenses from the non-prevailing Party, including reasonable attorneys’ fees, incurred by it in connection therewith.

(h)THE FOREGOING CONSTITUTES A “REFERENCE AGREEMENT” BETWEEN THE PARTIES WITHIN THE MEANING OF AND FOR PURPOSES OF CCCP § 638.

[SIGNATURES TO APPEAR ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the undersigned have executed this Management Fee Subordination Agreement as of the date first written above.

ADVISOR: KBS CAPITAL ADVISORS LLC

By: /s/ Charles J. Schreiber, Jr.

Name: Charles J. Schreiber, Jr.

Title: Chairman & President

Address for Notices:

KBS Capital Advisors LLC

800 Newport Center Drive, Suite 700

Newport Beach, CA 92660

Attention: Robert Durand; Jeff Waldvodgel: Stacie

Yamane; Bryce Lin; Pamela Azanza-Rogalski

Email: rdurand@kbs.com; jwaldvogel@kbs.com;

syamane@kbs.com; blin@kbs.com; pazanza-

rogalski@kbs.com

with copies (which shall not constitute notice) to:

DLA Piper LLP (US)

2000 Avenue of the Stars, Suite 400

North Tower, Los Angeles, CA 90067-4704

Attention: Robert Klyman

Email: Robert.klyman@us.dlapiper.com

DLA Piper LLP (US)

51 John F. Kennedy Parkway, Suite 120

Short Hills, NJ 07078-2704

Attention: Kira Mineroff, Esq.

Email: kira.mineroff@us.dlapiper.com

[Signature Page to Management Fee and Disposition Fee Subordination Agreement]

Approved:

U.S. BANK NATIONAL ASSOCIATION,

as Agent

By: /s/Claudia N. Marciniak

Name: Claudia N. Marciniak

Title: Senior Vice President

Address for Notices:

U.S. Bank National Association

4100 Newport Place, Suite 900

Newport Beach, CA 92660

Attention: Loan Administration

With a copy (which shall not constitute notice) to:

Blank Rome LLP

444 West Lake Street, Suite 1650

Chicago, IL 60606

Attention: Kenneth J. Ottaviano, Esq.

Email: ken.ottaviano@blankrome.com

[Signature Page to Management Fee and Disposition Fee Subordination Agreement]

CONSENT

KBS Real Estate Investment Trust III, Inc., KBS REIT Properties III, LLC, KBSIII Carillon L.P., KBSIII 515 Congress, LLC, KBSIII 155 North 400 West, LLC, KBSIII 201 17th Street, LLC and KBSIII 500 West Madison, LLC hereby consent to the foregoing Management Fee and Disposition Fee Subordination Agreement (and the terms thereof) and agrees to abide thereby and to keep, observe and perform the several matters and things therein intended to be kept, observed and performed by them, and specifically agrees not to make any payments contrary to the terms of said Agreement. A breach of any of the terms and conditions of this consent shall constitute an “Event of Default” under the Credit Agreement.

KBS REAL ESTATE INVESTMENT TRUST

III, INC.

By: /s/ Charles J. Schreiber, Jr.

Name: Charles J. Schreiber, Jr.

Title: Chief Executive Officer

KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST

III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Name: Charles J. Schreiber, Jr.

Title: Chief Executive Officer

[Signature Page to Management Fee and Disposition Fee Subordination Agreement]

KBSIII CARILLON, L.P.,

a Delaware limited partnership

By: KBSIII REIT ACQUISITION XXX, LLC,

a Delaware limited liability company,

its general partner

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST

III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Name: Charles J. Schreiber, Jr.

Title: Chief Executive Officer

[Signature Page to Management Fee and Disposition Fee Subordination Agreement]

KBSIII 515 CONGRESS, LLC,

a Delaware limited liability company

By: KBSIII REIT ACQUISITION XXVII, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST

III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Name: Charles J. Schreiber, Jr.

Title: Chief Executive Officer

[Signature Page to Management Fee and Disposition Fee Subordination Agreement]

KBSIII 155 NORTH 400 WEST, LLC,

a Delaware limited liability company

By: KBSIII REIT ACQUISITION V, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST

III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Name: Charles J. Schreiber, Jr.

Title: Chief Executive Officer

[Signature Page to Management Fee and Disposition Fee Subordination Agreement]

KBSIII 201 17TH STREET, LLC,

a Delaware limited liability company

By: KBSIII REIT ACQUISITION XXV, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST

III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Name: Charles J. Schreiber, Jr.

Title: Chief Executive Officer

[Signature Page to Management Fee and Disposition Fee Subordination Agreement]

KBSIII 500 WEST MADISON, LLC,

a Delaware limited liability company

By: KBSIII REIT ACQUISITION XI, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST

III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Name: Charles J. Schreiber, Jr.

Title: Chief Executive Officer

[Signature Page to Management Fee and Disposition Fee Subordination Agreement]

Document

Exhibit 10.3.15

SIXTH LOAN MODIFICATION AND EXTENSION AGREEMENT

THIS SIXTH LOAN MODIFICATION AND EXTENSION AGREEMENT (this “Agreement”) is effective as of October 11, 2024 (the “Effective Date”), by and among KBSIII 60 SOUTH SIXTH STREET, LLC, a Delaware limited liability company (“RBC Plaza Borrower”), KBSIII PRESTON COMMONS, LLC, a Delaware limited liability company (“Preston Commons Borrower”), KBSIII STERLING PLAZA, LLC, a Delaware limited liability company (“Sterling Plaza Borrower”), KBSIII TOWERS AT EMERYVILLE, LLC, a Delaware limited liability company (“Towers at Emeryville Borrower”), KBSIII TEN ALMADEN, LLC, a Delaware limited liability company (“Ten Almaden Borrower”), and KBSIII LEGACY TOWN CENTER, LLC, a Delaware limited liability company (“Legacy Town Center Borrower”; RBC Plaza Borrower, Preston Common Borrower, Sterling Plaza Borrower, Towers at Emeryville Borrower, Ten Almaden Borrower, and Legacy Town Center Borrower shall be hereinafter referred to, individually, as a “Borrower” and, collectively, jointly and severally, as “Borrowers”), KBS REIT PROPERTIES III, LLC, a Delaware limited liability company (the “Guarantor,” and together with Borrowers, the “Obligors”), and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent for the Lenders (as hereinafter defined) (“Administrative Agent”), and each “Lender” set forth on the signature pages to this Agreement.

RECITALS:

WHEREAS, pursuant to the terms and conditions of that certain Amended and Restated Loan Agreement dated as of November 3, 2021, as amended by that certain Loan Modification and Extension Agreement dated as of November 8, 2023 and made effective as of November 3, 2023, as amended by that certain Second Loan Modification and Extension Agreement made effective as of November 17, 2023, as amended by that certain Third Loan Modification and Extension Agreement (the “Third Modification”) executed as of December 29, 2023 and made effective as of December 22, 2023, as amended by that certain Fourth Loan Modification and Extension Agreement effective as of February 6, 2024 (the “Fourth Modification”), and as amended by that certain Fifth Loan Modification and Extension Agreement effective as of July 15, 2024 (the “Fifth Modification”) (as amended, modified, supplemented or restated from time to time, the “Loan Agreement), by and among Administrative Agent, each of the lenders from time to time party thereto (each, a “Lender” and collectively, “Lenders”), and Borrowers, Lenders made a loan (the “Loan”) to Borrowers in the original maximum principal amount of $613,200,000;

WHEREAS, the Loan is evidenced by, among other things, one or more promissory notes executed by Borrowers and payable to the order of each Lender in the amount of each Lender’s Commitment and collectively in the maximum principal amount of the Loan (such promissory notes, as increased, extended, consolidated, amended, restated, replaced, substituted, supplemented or otherwise modified from time to time, collectively, the “Note”);

WHEREAS, pursuant to the terms of the Loan Agreement, the Loan matures on November 6, 2024;

WHEREAS, Borrowers’ obligations under the Loan Agreement, the Note and the other Loan Documents (as hereinafter defined) are secured by, among other things, the Security

Instruments covering certain real property and improvements thereon, more particularly described in the Security Instruments (collectively, the “Property”);

WHEREAS, Borrowers’ obligations under the Loan Agreement, the Note and the other Loan Documents are guaranteed by Guarantor pursuant to an Amended and Restated Guaranty Agreement dated November 3, 2021 (as amended, supplemented, modified, restated, reaffirmed or renewed from time to time, the “Guaranty”);

WHEREAS, Borrowers’ obligations under the Loan Agreement, the Note and the other Loan Documents are hereinafter collectively called the “Obligations;” the Note, the Security Instruments, the Loan Agreement, the Guaranty, and all other documents previously, now or hereafter executed and delivered to evidence, secure, guarantee, or in connection with, the Obligations, as the same may from time to time be renewed, extended, amended, supplemented or restated, are hereinafter collectively called the “Loan Documents;” and all liens, security interests, assignments, superior titles, rights, remedies, powers, equities and priorities securing the Note or providing recourse to Administrative Agent and/or Lenders with respect thereto are hereinafter collectively called the “Liens;” and

WHEREAS, Preston Commons Borrower has entered into or substantially concurrently herewith is entering into a Purchase and Sale Agreement and Escrow Instructions with La Grange Acquisition, L.P., a Texas limited partnership (the “Preston Commons Purchaser”), substantially in the form of the draft of the Purchase and Sale Agreement and Escrow Instructions that has previously been made available to the Lenders and providing for the sale of the Preston Commons Property and a stated gross purchase price of $151,000,000 (the “Preston Commons Purchase Agreement”), and Borrowers desire to obtain the consent of the Lenders to (i) such sale transaction and to the release of the Preston Commons Security Instrument upon the consummation of such sale transaction and (ii) extensions of the Maturity Date and certain other amendments to the Loan Documents and forbearance agreements in order to accommodate such sale transaction.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowers, Administrative Agent and Lenders now agree to extend the maturity date of the Loan and to make certain other modifications, to the Loan Documents, all as more specifically set forth below.

1.Recitals. The parties hereto acknowledge and agree that the recitals set forth above are true and correct and are incorporated herein by this reference; provided, however, that such recitals shall not be deemed to modify the express provisions hereinafter set forth. Capitalized terms used herein but not defined shall have the meanings given to them in the Loan Agreement.

2.Extension of Maturity Date; Certain Waivers and Limited Forbearance related to the Preston Commons Purchase Agreement. Prior to the effectiveness of this Agreement, all of the Obligations, including (without limitation) all outstanding principal, accrued and unpaid interest, outstanding late charges, unpaid fees, and all other amounts outstanding under the Note and the

Sixth Loan Modification and Extension Agreement

other Loan Documents, were due and payable in full on November 6, 2024, as it may be earlier accelerated in accordance with the terms of the Loan Agreement. Effective upon the satisfaction of conditions set forth in Section 9 of this Agreement:

(a)The following consents, waivers, extensions and agreements are effective:

(i)the Lenders hereby consent to the Preston Commons Purchase Agreement and the sale of the Preston Commons Property in accordance with the terms thereof and the conditions set forth in Section 3 below;

(ii)the stated Maturity Date is hereby extended to November 20, 2024 (or such earlier date to which the Obligations may be accelerated in accordance with the terms of the Loan Agreement, as amended hereby); and

(iii)the Lenders hereby agree to forbear, through November 20, 2024, from exercising remedies against the Preston Commons Property or otherwise restricting its sale pursuant to the terms of the Preston Commons Purchase Agreement or the release of the Preston Commons Property from the lien of the Preston Commons Security Instrument upon the consummation of such sale pursuant to the terms of this Agreement (the agreements of the Lenders contained in this Section 2(a)(iii), the “Limited Forbearance”).

(b)If the Preston Commons Purchaser fails to deliver a “Termination Notice” (as such term is defined in the Preston Commons Purchase Agreement) under the provisions of Section 4.3.3 of the Preston Commons Purchase Agreement prior to the expiration of the “Due Diligence Period” (as such term is defined in the Preston Commons Purchase Agreement) and provided that the Preston Commons Purchase Agreement is still then in effect (so that the earnest money deposit identified in the Preston Commons Purchase Agreement shall thereafter be nonrefundable in the event the sale of the Preston Commons Property pursuant to the Preston Commons Purchase Agreement is not consummated because of a Preston Commons Purchaser default thereunder), and Administrative Agent has received written evidence thereof reasonably satisfactory to Administrative Agent (which written evidence may consist of a written certification from Preston Commons Borrower and the escrow agent under the Preston Commons Purchase Agreement that the Due Diligence Period has expired and Preston Commons Borrower and the escrow agent, respectively, have not received any written notice from Preston Commons Purchaser that such entity has terminated the Preston Commons Purchase Agreement) on or before November 20, 2024, the stated Maturity Date shall be automatically extended to December 10, 2024 (or such earlier date to which the Obligations may be accelerated in accordance with the terms of the Loan Agreement, as amended hereby) and the term of the Limited Forbearance shall be automatically extended to December 10, 2024.

(c)If the sale of the Preston Commons Property pursuant to the Preston Commons Purchase Agreement is consummated (the “Preston Commons Closing”) on or before December 10, 2024, and the Approved Net Sale Proceeds (as defined below) and Loan-Related Costs and

Sixth Loan Modification and Extension Agreement

Expenses (as defined below) are paid to Administrative Agent upon such closing date in accordance with this Agreement and the payoff demand delivered by the Administrative Agent in accordance herewith, (i) the Lenders hereby authorize Administrative Agent to release the Lien (as defined in the Preston Commons Security Instrument), and Administrative Agent hereby agrees to release such Lien, of the Preston Commons Security Instrument and any other applicable financing statements or other Loan Documents creating a Lien upon the assets to be sold to the Preston Commons Purchaser pursuant to the Preston Commons Purchase Agreement, except as provided in Section 3(f) below, and (ii) the stated Maturity Date shall automatically be extended to January 23, 2025 (or such earlier date to which the Obligations may be accelerated in accordance with the terms of the Loan Agreement, as amended hereby).

Notwithstanding anything to the contrary in this Agreement, but subject to the Two Week Forbearance (as defined below), if the Preston Commons Purchase Agreement is canceled by the Preston Commons Purchaser or otherwise terminated after it is signed, then (i) such cancellation or termination shall be an immediate Default and (ii) the Limited Forbearance shall be of no further force or effect.

Borrowers acknowledge that, except as provided in this Agreement, they have no further options to extend the Maturity Date (and any prior extension options have been terminated).

3.Covenants regarding the Preston Commons Purchase Agreement; Payment and Application of Funds upon the Preston Commons Closing.

(a)Preston Commons Borrower acknowledges and agrees that the Preston Commons Purchase Agreement is a “Contract of Sale” as defined in the Preston Commons Security Instrument and is subject to the applicable terms of the Preston Commons Security Instrument related to a Contract of Sale. In furtherance thereof, Preston Commons Borrower hereby confirms the grant to Administrative Agent of a lien on and security interest in its right, title and interest in and to the Preston Commons Purchase Agreement (including without limitation all of Preston Commons Borrower’s rights, interests, claims, causes of action, remedies, entitlements, benefits and rights to payment of money) and all proceeds thereof, as security for the payment and performance of all of Borrowers’ obligations with respect to the Loan and the Loan Documents. In the event of any default by the Preston Commons Purchaser under the Preston Commons Purchase Agreement (or any other circumstance thereunder) with respect to which Preston Commons Borrower is entitled to receive the good faith deposit made by the Preston Commons Purchaser thereunder, Preston Commons Borrower hereby assigns its rights thereto to Administrative Agent; agrees that such amount shall be paid by the escrow agent directly to Administrative Agent, for remittance to the Lenders for application to the principal balance of the Loan; and shall deliver instructions to the escrow agent consistent herewith. Preston Commons Borrower agrees to (i) perform all material covenants, representations, terms, undertakings, obligations, warranties, and agreements of Preston Commons Borrower under the Preston Commons Purchase Agreement so as to prevent a default by Preston Commons Borrower thereunder , except to the extent Administrative Agent or Lender consent is required in connection

Sixth Loan Modification and Extension Agreement

with the performance thereof pursuant to this Agreement and no such consent is given; (ii) use commercially reasonable efforts to enforce, or secure the performance by the Preston Commons Purchaser of, the material covenants, representations, warranties, terms, obligations and agreements of the Preston Commons Purchaser contained in the Preston Commons Purchase Agreement; (iii) enforce and secure all remedies available to Preston Commons Borrower under the Preston Commons Purchase Agreement upon any material default by the Preston Commons Purchaser thereunder; (iv) give prompt notice to Administrative Agent and deliver to Administrative Agent complete copies of any notice of default delivered or received by Preston Commons Borrower under the Preston Commons Purchase Agreement; and (v) execute such additional instruments or assignments of Preston Commons Borrower’s rights under the Preston Commons Purchase Agreement (including, without limitation, instructions to the escrow agent with respect to the assignment of Preston Commons Borrower’s rights thereunder in favor of the Administrative Agent), in form and substance reasonably acceptable to Administrative Agent, as Administrative Agent may reasonably request in writing. Preston Commons Borrower further agrees, except with Administrative Agent’s prior written consent, not to create, suffer or permit any release, abatement or reduction of the material obligations and duties of the Preston Commons Purchaser or any material right of Preston Commons Borrower under the Preston Commons Purchase Agreement, or excuse any material delay or failure of performance of any of the material obligations, terms, covenants, agreements, undertakings, representations, or warranties of the Preston Commons Purchaser; or terminate, modify or amend the Preston Commons Purchase Agreement or in any manner release or discharge the Preston Commons Purchaser from any material obligations, covenants, conditions, terms, undertakings, representations, warranties or agreements to be performed by such party under the Preston Commons Purchase Agreement.

(b)Without limiting the foregoing, Preston Commons Borrower shall not enter into any modification of the Preston Commons Purchase Agreement that would extend the closing date thereunder, or result in a reduction of the gross cash purchase price or good faith deposit payable by the Preston Commons Purchaser without the prior written consent of Administrative Agent; provided that, if the reduction of the gross cash purchase price (whether individually or cumulatively when considered with all prior reductions) would exceed two percent (2%) of the $151,000,000 purchase price stated in the Preston Commons Purchase Agreement as initially entered into, or the reduction of the good faith deposit (whether individually or cumulatively when considered with all prior reductions) would exceed two percent (2%) of the $3,000,000 good faith deposit stated in the Preston Commons Purchase Agreement as initially entered into, then Preston Commons Borrower shall not enter into such modification of the Preston Commons Purchase Agreement without the prior written consent of all Lenders.

(c)Preston Commons Purchaser shall cause one hundred percent (100%) of the proceeds from the sale of the Preston Commons Property, as adjusted for Approved Closing Costs and Other Approved Adjustments, as hereinafter defined (such proceeds, as so adjusted, the “Approved Net Sale Proceeds”), to Administrative Agent upon the closing under the Preston Commons Purchase Agreement for remittance to the Lenders and application to the principal balance of the Loan. Preston Commons Borrower shall not enter into or deliver to the escrow agent

Sixth Loan Modification and Extension Agreement

for the Preston Commons Purchase Agreement any instructions for the consummation of the closing thereunder except in form and substance reasonably satisfactory to Administrative Agent and materially consistent with the terms of this Agreement.

(d)The Borrowers shall submit to Administrative Agent for approval, not less than three (3) Business Days prior to the closing under the Preston Commons Purchase Agreement, a substantially complete proposed draft settlement statement, and not less than one (1) Business Days prior to the closing under the Preston Commons Purchase Agreement, the proposed final settlement statement which, in each case, shall identify the normal and customary closing costs and expenses to be charged to Preston Commons Borrower as the seller (such costs and expenses, as approved by Administrative Agent in its reasonable discretion, including all Loan-Related Costs and Expenses (as defined below), “Approved Closing Costs”), and other normal and customary debits and charges to Preston Commons Borrower as seller, as offset by any customary credits reasonably approved by Administrative Agent for items such as prorations of taxes, operating expenses, prepaid rents, security deposits and capital costs associated with executed leases (the net amount of such charges, debits and credits, as approved by Administrative Agent, “Other Approved Adjustments”). Administrative Agent shall not withhold its approval to closing costs which are the responsibility of Preston Commons Borrower pursuant to the Preston Commons Purchase Agreement or for prorations required by the terms of the Preston Commons Purchase Agreement. The Approved Closing Costs and Other Approved Adjustments (i) shall not include any costs, fees or expenses that may be incurred in connection with any potential restructuring of the Loan; (ii) shall not include fees payable to Moelis & Co. or any other advisor or counsel to Borrowers (other than legal counsel representing Preston Commons Borrower in connection with the negotiation and consummation of the transaction under the Preston Commons Purchase Agreement); (iii) shall not include any disposition fees or other fees payable to KBS Capital Advisors, LLC (the “Manager”); and (iv) shall include the Exit Fee, as provided in Section 4 below.

(e)The Administrative Agent may condition the payoff demand that it delivers to the escrow agent for the consummation of the Preston Commons Purchase Agreement upon compliance with the terms set forth in Sections 3(c), 3(c) and 3(d) of this Agreement. Preston Commons Borrower hereby authorizes the Administrative Agent to communicate from time to time with the escrow agent concerning the status of the sale transaction and to request any information reasonably related thereto.

(f)Notwithstanding the obligation of the Administrative Agent to release of the Lien upon the Preston Commons Property in accordance with Section 2(c) above, the property released shall not include the rights of the Preston Commons Borrower under or referred to in the Contract of Sale that survive the closing of such sale, including the rights of the Preston Commons Borrower with respect to (i) rents that are uncollected and attributable to the period prior to the close of escrow thereunder, (ii) any tax protest for the 2023 and 2024 tax years (and with respect to tax refunds for the 2023 tax year and the prorated portion of the 2024 tax year that is allocable to the Preston Commons Borrower’s ownership period), (iii) any funds to which Preston Commons

Sixth Loan Modification and Extension Agreement

Borrower is entitled on account of the release of bonds, deposits, letters of credit, set aside letters or similar items, and (iv) any sums to which the Preston Commons Borrower is entitled on account of any post-closing proration true-up adjustments, and the Lien and rights of the Administrative Agent upon and with respect to such rents, tax protest, tax refunds, funds and other sums shall continue in effect (and are hereby reaffirmed by the Preston Commons Borrower) notwithstanding any release of the Security Instrument encumbering the Preston Commons Property. All of the foregoing sums, immediately upon receipt, shall be deposited into the Cash Sweep Collateral Account.

4.Exit Fee. Section 4 of the Fifth Modification is hereby amended and restated in its entirety as follows:

“4. Exit Fee. Borrowers shall pay to Administrative Agent, for the benefit of Lenders, an exit fee in the amount of $1,000,000 (the “Exit Fee”), which Exit Fee was earned as of February 6, 2024, but shall be due on the earliest to occur of (a) the Maturity Date, (b) the date on which the Preston Commons Closing occurs, (c) the date on which the Preston Commons Purchase Agreement is cancelled by the Preston Commons Purchaser or otherwise terminated after it is signed, and (d) repayment of the Loan in full.”

5.Waiver of Financial Covenants; Reporting. For all periods following the Effective Date, Section 5 of the Fifth Modification is hereby amended and restated in its entirety as follows:

“5. Waiver of Financial Covenants; Reporting. Administrative Agent and Lenders hereby waive (i) the requirement for the Properties to maintain an Ongoing Debt Service Coverage Ratio of not less than the Minimum Required Debt Service Coverage Ratio pursuant to Section 4.22 of the Loan Agreement through the Maturity Date, as extended pursuant to the Sixth Loan Modification and Extension Agreement effective as of October 11, 2024 (the “Sixth Modification”), and (ii) the requirement for Guarantor to satisfy the Net Worth covenant in Section 18 of the Guaranty for the period through the Maturity Date, as extended pursuant to the Sixth Modification. Notwithstanding the foregoing, Borrowers shall continue to provide quarterly compliance certificates as and when required by Section 4.8(f) of the Loan Agreement and Guarantor shall continue to provide Guarantor Covenant Compliance Certificates as and when required by Section 4.8(b) of the Loan Agreement; provided, however, the form of such compliance certificates may be modified to take into account the waivers provided for in this Section.”

6.Restructuring Milestones and Milestone Dates. Section 6 of the Fifth Modification (which amended and restated Sections 8(a), (c), (d), and (e) of the Fourth Modification) is hereby waived, and replaced with the following (collectively, the “Restructuring Milestones”):

(a)On or prior to October 22, 2024, Borrowers shall provide (which may be via e-mail) to Administrative Agent for distribution to the Lenders draft proposals, in each case, in the form of a non-binding term sheet, reasonably detailed to address all of the material terms necessary

Sixth Loan Modification and Extension Agreement

to effectuate a restructuring transaction, for (i) an out-of-court restructuring of the Loan and (ii) an in-court restructuring by means of a prepackaged or otherwise consensual proceeding under chapter 11 of the United States Bankruptcy Code that includes a request (including a cash flow budget for the anticipated duration of such proceeding and other applicable information) for a proposal for Administrative Agent and participating Lenders to provide debtor-in-possession financing in support of such proceeding (a “Lender DIP”). Such proposals shall include and be informed by a comprehensive cash flow analysis and plan for repayment of all indebtedness (including the Loan) of KBS Real Estate Investment Trust III, Inc. and its direct and indirect subsidiaries, which shall be in a format consistent with the cash flow analysis and plan submitted to the Administrative Agent in connection with the Restructuring Plan but shall reflect the current asset situation and the Borrowers’ and Guarantors’ current capital structure and expected future capital structure and path to achieve the proposed restructuring terms.

(b)On or prior to November 22, 2024, Borrowers shall agree to a customary mandate letter with Bank of America that will set forth (subject to further diligence review and credit approvals by the Administrative Agent and applicable Lenders, and final documentation) (i) out-of-court restructuring terms satisfactory to Borrowers, Guarantor, Administrative Agent and all Lenders in their respective sole discretion or (ii) in the alternative, in-court restructuring terms, including a restructuring support agreement which shall include a Lender DIP and be satisfactory to Borrowers, Guarantor, Administrative Agent and the Required Lenders in their respective sole discretion (the “Restructuring Terms”).

(c)On or prior to December 16, 2024, Borrowers shall provide (which may be via e-mail) draft restructuring documents consistent with the Restructuring Terms. With respect to the in-court restructuring terms, such draft documents shall include a plan, disclosure statement, confirmation order and other applicable ancillary documents for the implementation of such terms.

(d)On or prior to January 23, 2025, as applicable, (a) Borrowers, Administrative Agent and all Lenders shall have executed out-of-court restructuring documents satisfactory to Borrowers, Guarantor, Administrative Agent and all Lenders in their respective sole discretion or (b) Borrowers, the Guarantor, Administrative Agent and the Required Lenders shall have agreed to final form documents for restructuring by a prepackaged or other consensual proceeding under chapter 11 and a Lender DIP.

Failure of any of the foregoing milestones to be achieved shall be an immediate Default, without any requirement of notice or opportunity to cure, time being of the essence. Without limiting the foregoing, if Borrowers deliver to Administrative Agent a written request for confirmation that the milestones in subsection (a), (b), (c) or (d) above have been satisfied, then within seven (7) Business Days of Administrative Agent’s receipt of such written request, Administrative Agent will confirm in a written response to Borrowers whether or not the applicable milestone has been satisfied.

Sixth Loan Modification and Extension Agreement

Any restructuring of the Loan (if any) as contemplated in the Restructuring Milestones shall be independent of and not a condition to the provisions of this Agreement related to the sale of the Preston Commons Property. Borrowers acknowledge that the amount available for reborrowing (if any) under any restructuring shall be determined based on additional review by Administrative Agent and the Lenders of the capital requirements of Borrowers, and that nothing contained in this Agreement or in the Loan Documents shall obligate Borrowers, the Guarantor, Administrative Agent or any Lender to accept or approve any restructuring terms or restructuring documents whether for an out-of-court or in-court restructuring, except on terms that are satisfactory to Borrowers, Guarantor, Administrative Agent and each such Lender in its respective sole and absolute discretion. All discussions and other communications related to restructuring terms or restructuring documents shall be subject to the terms set forth in the letter dated October 17, 2023, from the Administrative Agent and accepted and agreed to by the Borrowers and Guarantor (the “Pre-Discussion Agreement”).

7.Fair Value Acknowledgment. Administrative Agent and the Lenders agree that, if the Preston Commons Property is sold in accordance with the Preston Commons Purchase Agreement and this Agreement for the gross price stated in the Preston Commons Purchase Agreement (as it may be adjusted in compliance with the provisions of Section 3(b) of this Agreement), then the Preston Commons Property will have been sold for at least its fair market value.

8.Two Week Forbearance. Provided that Borrowers are in compliance with the Restructuring Milestones, Administrative Agent and the Lenders hereby agree to forbear from accelerating the maturity of the Loan, from demanding payment by Borrowers or Guarantor, from commencing litigation for a receivership or foreclosure of any Security Instrument, and from commencing non-judicial foreclosure under any Security Instrument, in each case for a period (but in no event extending beyond the then-current Maturity Date) that is the earlier to expire of (a) the period of two (2) weeks following the occurrence of a Default arising as a result of the termination or cancellation of the Preston Commons Purchase Agreement (provided that such two (2) week period shall not apply in the event of a termination or cancellation as a result of a default by the applicable Borrower as the seller thereunder) and (b) the period following the occurrence of any Default as provided in Section 7.1(s), (u) or (v) of the Loan Agreement that is the lesser of two (2) weeks or such shorter period of time for which the applicable lender under the applicable credit facility or loan referred to in Section 7.1(s), (u) or (v) of the Loan Agreement has agreed in writing to forbear with respect to the exercise of remedies with respect to its claim referred to therein (and which shall be no period of time if such lender has not agreed to such forbearance), provided that, in each such case, no other Default (other than those described in clause (a) or clause (b)) then exists or occurs thereafter. Such agreement to forbear shall only limit the rights of Administrative Agent and the Lenders to accelerate the maturity of the Loan, demand payment, commence litigation for a receivership or foreclosure, or commence non-judicial foreclosure as described above, and shall not limit any other right or remedy (including, without limitation, the right to require interest to accrue at the Default Rate, the right to make any protective advance, the right to give notice of default, the right to apply cash collateral or proceeds as permitted under the Loan Documents when a Default exists, or the right to grant approvals under circumstances where such

Sixth Loan Modification and Extension Agreement

right only applies because a Default exists). The foregoing forbearance undertaking is referred to herein as the “Two Week Forbearance.”

9.Conditions Precedent to Closing. The obligation of Administrative Agent and Lenders to enter into this Agreement is subject to the satisfaction of the following conditions precedent:

(a)Administrative Agent’s receipt of this Agreement duly executed by all Lenders, Borrowers and Guarantor;

(b)Borrowers shall have paid Administrative Agent, for the ratable benefit of the Lenders, a non-refundable work fee in the amount of $250,000;

(c)Borrowers shall have delivered, or substantially concurrently with the effectiveness of this Agreement, shall deliver, a true, correct and complete copy of the executed Preston Commons Purchase Agreement to the Administrative Agent for distribution to the Lenders;

(d)Borrowers shall have delivered to Administrative Agent evidence reasonably satisfactory to Administrative Agent that the disposition fees payable to the Manager with respect to the sale of the Preston Commons Property shall be reduced to $500,000 and payment of such disposition fees shall be deferred to December 1, 2025;

(e)Borrowers shall have delivered resolutions authorizing the Preston Commons Purchase Agreement and this Agreement, and secretary’s certificates (including incumbency certificates), in form and substance satisfactory to Administrative Agent;

(f)Administrative Agent and the Lenders shall have completed all applicable flood hazard reviews necessary in connection with this Agreement; and

(g)Borrowers shall have paid all out-of-pocket costs and expenses of Administrative Agent related to the Loan, the Loan Agreement or this Agreement, including but not limited to all legal fees and disbursements and other advisor fees, in each case, to the extent invoiced at least two (2) Business Days prior to the effectiveness of this Agreement.

Any additional all out-of-pocket costs and expenses of Administrative Agent related to the Loan, the Loan Agreement or this Agreement, including but not limited to all legal fees and disbursements and other advisor fees incurred between the execution of this Agreement and the closing under the Preston Commons Purchase Agreement (such fees and disbursements, together with the Exit Fee, being referred to herein as the “Loan-Related Costs and Expenses”) shall be paid to Administrative Agent from the proceeds of the sale as Approved Closing Costs.

10.Balance. As of the Effective Date, the aggregate outstanding principal balance of the Note is $601,288,000.00.

Sixth Loan Modification and Extension Agreement

11.Borrowers’ Representations and Warranties. Each Borrower hereby reaffirms all of the representations and warranties set forth in the Loan Documents to be true, accurate and correct in all material respects as of the date of this Agreement to the extent such representations and warranties are not matters which, by their nature, can no longer be true and correct as a result of the passage of time, and except for changes in circumstances arising from actions or events occurring after the date of the Loan Agreement that do not otherwise constitute a Default thereunder, including, without limitation, the execution of new Leases or new contracts that are not prohibited by the terms of the Loan Agreement or any other Loan Document. Each Borrower further represents and warrants that as of the Effective Date (a) the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects; (b) to each Borrower’s knowledge, no Default or Potential Default has occurred and is continuing; (c) each Borrower is a limited liability company which is duly organized and validly existing under the laws of the State of Delaware; (d) there have been no material changes in formation documents of any Borrower since the inception of the Loan; (e) the execution and delivery of this Agreement do not contravene, result in a breach of, or constitute a default under, any mortgage, loan agreement, indenture or other contract or agreement to which any Borrower is a party or by which any Borrower or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both), and do not violate or contravene any law, order, decree, rule, regulation or restriction to which any Borrower or any Property is subject; (f) this Agreement constitutes the legal, valid and binding obligations of each Borrower enforceable in accordance with its terms; (g) the execution and delivery of, and performance under, this Agreement are within each Borrower’s power and authority without the joinder or consent of any other party and have been duly authorized by all requisite action, and are not in contravention of any law, or of any Borrower’s articles of organization or operating agreement or of any indenture, agreement or undertaking to which any Borrower is a party or by which it is bound.

12.Release.

(a)Borrowers and Guarantor, for themselves and for each of their respective heirs, personal representatives, successors and assigns, hereby release and waive all claims and/or defenses they now may have against Administrative Agent, Lenders and their respective successors and assigns (collectively, the “Released Parties”) on account of any occurrence relating to the Loan, the Loan Documents and/or the property encumbered by the Security Instruments which accrued prior to the date hereof, including, but not limited to, any claim that Administrative Agent or any Lender (i) breached any obligation to Borrowers and/or Guarantor in connection with the Loan, (ii) was or is in any way involved with Borrowers and/or Guarantor as a partner, joint venturer, or in any other capacity whatsoever other than as a lender, (iii) failed to fund any portion of the Loan or any other sums as required under any document or agreement in reference thereto, or (iv) failed to timely respond to any offers to cure any defaults under any document or agreement executed by Borrowers, Guarantor or any third party or parties in favor of Administrative Agent or any Lender (collectively, the “Released Claims”). This release and waiver shall be effective as of the date of this Agreement and shall be binding upon Borrowers and Guarantor and each of their

Sixth Loan Modification and Extension Agreement

respective heirs, personal representatives, successors and assigns, and shall inure to the benefit of Administrative Agent, Lenders and their respective successors and assigns. The term “Released Parties” as used herein shall include, but shall not be limited to, the present and former officers, directors, employees, agents and attorneys of Administrative Agent and each Lender.

(b)Borrowers and Guarantor each agree and acknowledge that it may hereafter discover facts different from or in addition to those now known or believed to be true regarding the Released Claims and agree that the foregoing releases shall remain in full force and effect, notwithstanding the existence or nature of any such different or additional facts.

(c)Borrowers and Guarantor, each having consulted with counsel, is aware of the contents of Section 1542 of the Civil Code of the State of California. Section 1542 reads as follows:

Section 1542. (General Release – Claims Extinguished.) A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Borrowers and Guarantor each expressly waive and relinquish all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction, with respect to the Released Claims. Borrowers and Guarantor have executed this Agreement voluntarily, with full knowledge of its significance, and with the express intention of effecting the legal consequences provided by a waiver of California Civil Code Section 1542.

13.Course of Dealing; Reservation of Rights. Administrative Agent, Lenders and Obligors hereby acknowledge and agree that:

(a)At no time shall any prior or subsequent course of conduct by Obligors, Administrative Agent or any Lender directly or indirectly limit, impair or otherwise adversely affect any of Administrative Agent’s or any Lender’s rights, interests or remedies in connection with the Loan and the Loan Documents or obligate Administrative Agent or any Lender to agree to, or to negotiate or consider an agreement to, any waiver of any obligation or default by Borrowers under any Loan Document or any amendment to any term or condition of any Loan Document. Without limiting the generality of the preceding sentence, the Obligors acknowledge and agree that the existence of the Cash Sweep Collateral Account and Borrower’s obligation to deposit funds therein at a time or at times after the Maturity Date shall not imply that the term of the Loan is or will be extended beyond the Maturity Date, as extended hereby. Administrative Agent and Lenders have no obligation to, and may not, extend the term of the Loan beyond the Maturity Date as extended hereby. The Obligors will not take any action or decline to or forbear from taking any action in reliance on an extension or modification of the Maturity Date that may not occur.

Sixth Loan Modification and Extension Agreement

(b)This Agreement does not alter, impair or affect in any fashion (or evidence the intent of any party to alter, impair or affect in any fashion) any and all past, present, and future claims, causes of action, damages, demands, costs, and other liabilities of any kind, direct or indirect, known or unknown, foreseen or unforeseen, which Administrative Agent or the Lenders (or any of them individually), or any of their respective officers, successors, assigns, or representatives, now has or may have in the future against any Obligor or their respective members, partners, agents, employees, representatives, affiliates, successors, and assigns, and all persons acting by through, under, or under the control of any of the foregoing which relate to, arise from, or are connected with the Loans, in each case, except for the modifications to the Loan Agreement that are expressly provided in this Agreement. Except as expressly provided in this Agreement, Administrative Agent and the Lenders reserve all rights and remedies against the Obligors, and all other pre-existing terms and conditions of the Loan Agreement and other Loan Documents shall remain in full force and effect.

(c)Upon its effectiveness, this Agreement shall constitute a “definitive written agreement” under the Pre-Discussion Agreement. All other prior and subsequent discussions between the Obligors, Administrative Agent and the Lenders shall be subject to the Pre-Discussion Agreement, to the extent set forth therein.

14.Renewal; Lien Continuation; No Novation. Borrowers hereby reaffirm the Obligations and promise to pay and perform all Obligations in accordance with the Loan Documents (as expressly modified by this Agreement). The Liens are hereby ratified and confirmed as valid, subsisting and continuing to secure the Obligations. Nothing herein shall in any manner diminish, impair, waive or extinguish the Note, the Loan Documents, the Obligations or the Liens, except for the modifications to the Loan Agreement that are expressly provided for in this Agreement. The execution and delivery of this Agreement shall not constitute a novation of the debt evidenced and secured by the Loan Documents.

15.Default. A default under this Agreement shall constitute a Default under the Note and other Loan Documents, subject to any applicable notice and cure or grace period expressly set forth in the Loan Documents. For avoidance of doubt, this Agreement is a Loan Document.

16.Miscellaneous. To the extent of any conflict between the Loan Documents and this Agreement, this Agreement shall control. Unless specifically modified hereby, all terms of the Loan Documents shall remain in full force and effect. This Agreement (a) shall bind and benefit the parties hereto and their respective heirs, beneficiaries, administrators, executors, receivers, trustees, successors and assigns; (b) shall be governed by the laws of the State of California and United States federal law; and (c) may be executed in several counterparts, and by the parties hereto on separate counterparts, and each counterpart, when executed and delivered, shall constitute an original agreement enforceable against all who signed it without production of or accounting for any other counterpart, and all separate counterparts shall constitute the same agreement.

Sixth Loan Modification and Extension Agreement

17.Reaffirmation of Guaranty. Guarantor, by signature below as such, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, hereby consents to and joins in this Agreement and hereby declares to and agrees with Administrative Agent and Lenders that the Guaranty is and shall continue in full force and effect for the benefit of Administrative Agent and Lenders with respect to the Obligations, as amended by this Agreement, that there are no offsets, claims, counterclaims, cross-claims or defenses of Guarantor with respect to the Guaranty nor, to Guarantor’s knowledge, with respect to the Obligations, that the Guaranty is not released, diminished or impaired in any way by this Agreement or the transactions contemplated hereby, and that the Guaranty is hereby ratified and confirmed in all respects, in each case, except as expressly modified in Section 5 of this Agreement. Guarantor hereby reaffirms all of the representations and warranties set forth in the Guaranty, except to the extent such representations and warranties are matters which, by their nature, can no longer be true and correct as a result of the passage of time, and except for changes in circumstances arising from actions or events occurring after the date of the Guaranty that do not otherwise constitute a Default thereunder. Guarantor acknowledges that without this consent and reaffirmation, Administrative Agent and Lenders would not execute this Agreement or otherwise consent to its terms.

18.Electronic Signatures. This Agreement may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. Borrowers and Guarantor hereby agree that as soon as reasonably possible, Borrowers and Guarantor will provide an original of this Agreement to Administrative Agent that will include the wet signatures of Borrowers and Guarantor next to any Electronic Signatures.

19.Limited Recourse Provision. Neither Administrative Agent nor any Lender shall have any recourse against, nor shall there be any personal liability to, the members, shareholders, partners, beneficial interest holders or any other entity or person in the ownership (directly or indirectly) of any Borrower with respect to the obligations of any Borrower and Guarantor under the Loan. For purposes of clarification, in no event shall the above language limit, reduce or otherwise affect any Borrower’s liability or obligations under the Loan Documents, Guarantor’s liability or obligations under the Guaranty, or Administrative Agent’s and each Lender’s right to exercise any rights or remedies against any collateral securing the Loan.

[Remainder of page intentionally left blank.]

Sixth Loan Modification and Extension Agreement

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed this Agreement as of the day and year first hereinabove written.

ADMINISTRATIVE AGENT:

BANK OF AMERICA, N.A.,

a national banking association,

as Administrative Agent

By: /s/ Paul Kim

Paul Kim

Senior Vice President

Signature Page – Sixth Loan Modification and Extension Agreement

BORROWERS:

KBSIII 60 SOUTH SIXTH STREET, LLC,

a Delaware limited liability company

By: KBSIII REIT ACQUISITION VII, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

Signature Page – Sixth Loan Modification and Extension Agreement

KBSIII PRESTON COMMONS, LLC,

a Delaware limited liability company

By: KBSIII REIT ACQUISITION IX, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

Signature Page – Sixth Loan Modification and Extension Agreement

KBSIII STERLING PLAZA, LLC,

a Delaware limited liability company

By: KBSIII REIT ACQUISITION VIII, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

Signature Page – Sixth Loan Modification and Extension Agreement

KBSIII TOWERS AT EMERYVILLE, LLC,

a Delaware limited liability company

By: KBSIII REIT ACQUISITION XXI, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

Signature Page – Sixth Loan Modification and Extension Agreement

KBSIII TEN ALMADEN, LLC,

a Delaware limited liability company

By: KBSIII REIT ACQUISITION XIX, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

Signature Page – Sixth Loan Modification and Extension Agreement

KBSIII LEGACY TOWN CENTER, LLC,

a Delaware limited liability company

By: KBSIII REIT ACQUISITION III, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

Signature Page – Sixth Loan Modification and Extension Agreement

GUARANTOR:

KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

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LENDERS:

BANK OF AMERICA, N.A.,

a national banking association

By: /s/ Paul Kim

Paul Kim

Senior Vice President

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WELLS FARGO BANK, NATIONAL ASSOCIATION

By: /s/ Cole P. Zehnder

Name: Cole P. Zehnder

Title: Executive Director

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U.S. BANK, NATIONAL ASSOCIATION,

A national banking association

By: /s/ Claudia Marciniak

Name: Claudia Marciniak

Title: Senior Vice President

Signature Page – Sixth Loan Modification and Extension Agreement

CAPITAL ONE, NATIONAL ASSOCIATION,

a national banking association

By: /s/ Howard M. Guidry

Name: Howard M. Guidry

Title: Senior Vice President

Signature Page – Sixth Loan Modification and Extension Agreement

PNC BANK, NATIONAL ASSOCIATION,

a national banking association

By: /s/ Damon Smith

Name: Damon Smith

Title: Senior Vice President

Signature Page – Sixth Loan Modification and Extension Agreement

REGIONS BANK,

an Alabama banking corporation

By: /s/ Mark A. Mushinski

Name: Mark A. Mushinski

Title: Senior Vice President

Signature Page – Sixth Loan Modification and Extension Agreement

ZIONS BANCORPORATION, N.A.,

DBA CALIFORNIA BANK & TRUST

By: /s/ Aegea Lee

Name: Aegea Lee

Title: Executive Vice President

Signature Page – Sixth Loan Modification and Extension Agreement

Document

Exhibit 10.3.16

Execution Version

SEVENTH LOAN MODIFICATION AGREEMENT

THIS SEVENTH LOAN MODIFICATION AGREEMENT (this “Agreement”) is effective as of November 22, 2024 (the “Effective Date”), by and among KBSIII 60 SOUTH SIXTH STREET, LLC, a Delaware limited liability company (“RBC Plaza Borrower”), KBSIII PRESTON COMMONS, LLC, a Delaware limited liability company (“Preston Commons Borrower”), KBSIII STERLING PLAZA, LLC, a Delaware limited liability company (“Sterling Plaza Borrower”), KBSIII TOWERS AT EMERYVILLE, LLC, a Delaware limited liability company (“Towers at Emeryville Borrower”), KBSIII TEN ALMADEN, LLC, a Delaware limited liability company (“Ten Almaden Borrower”), and KBSIII LEGACY TOWN CENTER, LLC, a Delaware limited liability company (“Legacy Town Center Borrower”; RBC Plaza Borrower, Preston Common Borrower, Sterling Plaza Borrower, Towers at Emeryville Borrower, Ten Almaden Borrower, and Legacy Town Center Borrower shall be hereinafter referred to, individually, as a “Borrower” and, collectively, jointly and severally, as “Borrowers”), KBS REIT PROPERTIES III, LLC, a Delaware limited liability company (the “Guarantor,” and together with Borrowers, the “Obligors”), and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent for the Lenders (as hereinafter defined) (“Administrative Agent”), and each “Lender” set forth on the signature pages to this Agreement.

RECITALS:

WHEREAS, pursuant to the terms and conditions of that certain Amended and Restated Loan Agreement dated as of November 3, 2021, as amended by that certain Loan Modification and Extension Agreement dated as of November 8, 2023 and made effective as of November 3, 2023, as amended by that certain Second Loan Modification and Extension Agreement made effective as of November 17, 2023, as amended by that certain Third Loan Modification and Extension Agreement executed as of December 29, 2023 and made effective as of December 22, 2023, as amended by that certain Fourth Loan Modification and Extension Agreement effective as of February 6, 2024 (the “Fourth Modification”), as amended by that certain Fifth Loan Modification and Extension Agreement effective as of July 15, 2024 (the “Fifth Modification”), and as amended by that certain Sixth Loan Modification and Extension Agreement effective as of October 11, 2024 (the “Sixth Modification”) (as amended, modified, supplemented or restated from time to time, the “Loan Agreement), by and among Administrative Agent, each of the lenders from time to time party thereto (each, a “Lender” and collectively, “Lenders”), and Borrowers, Lenders made a loan (the “Loan”) to Borrowers in the original maximum principal amount of $613,200,000;

WHEREAS, Borrowers’ obligations under the Loan Agreement, the Note and the other Loan Documents (as hereinafter defined) are secured by, among other things, the Security Instruments covering certain real property and improvements thereon, more particularly described in the Security Instruments (collectively, the “Property”);

WHEREAS, the Preston Commons Borrower has consummated the sale of the Preston Commons Property pursuant to that certain Purchase and Sale Agreement and Escrow Instructions with La Grange Acquisition, L.P., a Texas limited partnership resulting in net sale proceeds in the aggregate principal amount of $141,350,125.23 (the “Preston Commons Purchase Agreement”) and in connection therewith, the Preston Commons Property has been released from the collateral securing the Loan; and

WHEREAS, Borrowers, Administrative Agent and Lenders desire to make certain amendments to the Loan Documents as more fully set forth herein.

2.Extension of Maturity Date. In connection with the closing of the sale of the Preston Commons Property pursuant to the Preston Commons Purchase Agreement and the Sixth Modification, the requirements for the automatic extension of the Maturity Date to January 23, 2025, are hereby deemed satisfied and stated Maturity Date has been automatically extended to January 23, 2025.

3.Waiver of Financial Covenants. For the avoidance of doubt, Section 5 of the Sixth Modification remains in full force and effect.

4.Restructuring Milestones and Milestone Dates. Section 6 of the Sixth Modification is hereby deleted in its entirety and replaced with the following (which shall also waive and replace Section 6 of the Fifth Modification, which amended and restated Sections 8(a), (c), (d), and (e) of the Fourth Modification):

Seventh Loan Modification Agreement

“6. Restructuring Milestones and Milestone Dates. On or prior to December 19, 2024 (or such later date as Administrative Agent may approve, which approval may be given by e-mail), Borrowers and Guarantor have entered into a customary mandate letter with Administrative Agent under which Bank of America has agreed to pursue credit approval (subject to further diligence review and credit approvals by Bank of America and all Lenders, and final documentation satisfactory to Borrowers, Guarantor, Administrative Agent and all Lenders in their respective sole discretion) for an out-of-court restructuring of the Loan on the terms and conditions to be set forth in a term sheet attached to such mandate letter (the foregoing, the “Restructuring Milestones”).

Failure of the Restructuring Milestones to be achieved shall be an immediate Default, without any requirement of notice or opportunity to cure, time being of the essence. Without limiting the foregoing, if Borrowers deliver to Administrative Agent a written request for confirmation that the Restructuring Milestones have been satisfied, then within three (3) Business Days of Administrative Agent’s receipt of such written request, Administrative Agent will confirm in a written response to Borrowers whether or not the Restructuring Milestones have been satisfied.

Borrowers acknowledge that the amount available for reborrowing (if any) under any restructuring shall be determined based on additional review by Administrative Agent and the Lenders of the capital requirements of Borrowers, and that nothing contained in this Agreement or in the Loan Documents shall obligate Borrowers, the Guarantor, Administrative Agent or any Lender to accept or approve any restructuring terms or restructuring documents whether for an out-of-court or in-court restructuring, except on terms that are satisfactory to Borrowers, Guarantor, Administrative Agent and each such Lender in its respective sole and absolute discretion. All discussions and other communications related to restructuring terms or restructuring documents shall be subject to the terms set forth in the letter dated October 17, 2023, from the Administrative Agent and accepted and agreed to by the Borrowers and Guarantor (the “Pre-Discussion Agreement”).”

5.Conditions Precedent to Closing. The obligation of Administrative Agent and Lenders to enter into this Agreement is subject to the satisfaction of the following conditions precedent:

(a)Administrative Agent’s receipt of this Agreement duly executed by all Lenders, Borrowers and Guarantor;

(b)Borrowers shall have delivered resolutions authorizing this Agreement, and secretary’s certificates (including incumbency certificates), in form and substance satisfactory to Administrative Agent; and

(c)Borrowers shall have paid all out-of-pocket costs and expenses of Administrative Agent related to the Loan, the Loan Agreement or this Agreement, including but not limited to all legal fees and disbursements and other advisor fees, in each case, to the extent invoiced at least two (2) Business Days prior to the effectiveness of this Agreement.

Seventh Loan Modification Agreement

6.Balance. As of the Effective Date, the aggregate outstanding principal balance of the Note is $[460,937,874.77].

7.Borrowers’ Representations and Warranties. Each Borrower hereby reaffirms all of the representations and warranties set forth in the Loan Documents to be true, accurate and correct in all material respects as of the date of this Agreement to the extent such representations and warranties are not matters which, by their nature, can no longer be true and correct as a result of the passage of time, and except for changes in circumstances arising from actions or events occurring after the date of the Loan Agreement that do not otherwise constitute a Default thereunder, including, without limitation, the execution of new Leases or new contracts that are not prohibited by the terms of the Loan Agreement or any other Loan Document. Each Borrower further represents and warrants that as of the Effective Date (a) the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects; (b) to each Borrower’s knowledge, no Default or Potential Default has occurred and is continuing; (c) each Borrower is a limited liability company which is duly organized and validly existing under the laws of the State of Delaware; (d) there have been no material changes in formation documents of any Borrower since the inception of the Loan; (e) the execution and delivery of this Agreement do not contravene, result in a breach of, or constitute a default under, any mortgage, loan agreement, indenture or other contract or agreement to which any Borrower is a party or by which any Borrower or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both), and do not violate or contravene any law, order, decree, rule, regulation or restriction to which any Borrower or any Property is subject; (f) this Agreement constitutes the legal, valid and binding obligations of each Borrower enforceable in accordance with its terms; (g) the execution and delivery of, and performance under, this Agreement are within each Borrower’s power and authority without the joinder or consent of any other party and have been duly authorized by all requisite action, and are not in contravention of any law, or of any Borrower’s articles of organization or operating agreement or of any indenture, agreement or undertaking to which any Borrower is a party or by which it is bound.

8.Release.

Seventh Loan Modification Agreement

Administrative Agent, Lenders and their respective successors and assigns. The term “Released Parties” as used herein shall include, but shall not be limited to, the present and former officers, directors, employees, agents and attorneys of Administrative Agent and each Lender.

(c)Borrowers and Guarantor, each having consulted with counsel, is aware of the contents of Section 1542 of the Civil Code of the State of California. Section 1542 reads as follows:

9.Course of Dealing; Reservation of Rights. Administrative Agent, Lenders and Obligors hereby acknowledge and agree that:

Seventh Loan Modification Agreement

(or any of them individually), or any of their respective officers, successors, assigns, or representatives, now has or may have in the future against any Obligor or their respective members, partners, agents, employees, representatives, affiliates, successors, and assigns, and all persons acting by through, under, or under the control of any of the foregoing which relate to, arise from, or are connected with the Loans, in each case, except for the modifications to the Loan Agreement that are expressly provided in this Agreement. Except as expressly provided in this Agreement, Administrative Agent and the Lenders reserve all rights and remedies against the Obligors, and all other pre-existing terms and conditions of the Loan Agreement and other Loan Documents shall remain in full force and effect.

10.Renewal; Lien Continuation; No Novation. Borrowers hereby reaffirm the Obligations and promise to pay and perform all Obligations in accordance with the Loan Documents (as expressly modified by this Agreement). The Liens are hereby ratified and confirmed as valid, subsisting and continuing to secure the Obligations. Nothing herein shall in any manner diminish, impair, waive or extinguish the Note, the Loan Documents, the Obligations or the Liens, except for the modifications to the Loan Agreement that are expressly provided for in this Agreement. The execution and delivery of this Agreement shall not constitute a novation of the debt evidenced and secured by the Loan Documents.

11.Default. A default under this Agreement shall constitute a Default under the Note and other Loan Documents, subject to any applicable notice and cure or grace period expressly set forth in the Loan Documents. For avoidance of doubt, this Agreement is a Loan Document.

12.Miscellaneous. To the extent of any conflict between the Loan Documents and this Agreement, this Agreement shall control. Unless specifically modified hereby, all terms of the Loan Documents shall remain in full force and effect. This Agreement (a) shall bind and benefit the parties hereto and their respective heirs, beneficiaries, administrators, executors, receivers, trustees, successors and assigns; (b) shall be governed by the laws of the State of California and United States federal law; and (c) may be executed in several counterparts, and by the parties hereto on separate counterparts, and each counterpart, when executed and delivered, shall constitute an original agreement enforceable against all who signed it without production of or accounting for any other counterpart, and all separate counterparts shall constitute the same agreement.

13.Reaffirmation of Guaranty. Guarantor, by signature below as such, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, hereby consents to and joins in this Agreement and hereby declares to and agrees with Administrative Agent and Lenders that the Guaranty is and shall continue in full force and effect for the benefit of Administrative Agent and Lenders with respect to the Obligations, as amended by this Agreement, that there are no offsets, claims, counterclaims, cross-claims or defenses of Guarantor with respect to the Guaranty nor, to Guarantor’s knowledge, with respect to the Obligations, that the Guaranty is not released, diminished or impaired in any way by this Agreement or the transactions

Seventh Loan Modification Agreement

contemplated hereby, and that the Guaranty is hereby ratified and confirmed in all respects, in each case, except as expressly modified in Section 5 of this Agreement. Guarantor hereby reaffirms all of the representations and warranties set forth in the Guaranty, except to the extent such representations and warranties are matters which, by their nature, can no longer be true and correct as a result of the passage of time, and except for changes in circumstances arising from actions or events occurring after the date of the Guaranty that do not otherwise constitute a Default thereunder. Guarantor acknowledges that without this consent and reaffirmation, Administrative Agent and Lenders would not execute this Agreement or otherwise consent to its terms.

14.Electronic Signatures. This Agreement may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. Borrowers and Guarantor hereby agree that as soon as reasonably possible, Borrowers and Guarantor will provide an original of this Agreement to Administrative Agent that will include the wet signatures of Borrowers and Guarantor next to any Electronic Signatures.

15.Limited Recourse Provision. Neither Administrative Agent nor any Lender shall have any recourse against, nor shall there be any personal liability to, the members, shareholders, partners, beneficial interest holders or any other entity or person in the ownership (directly or indirectly) of any Borrower with respect to the obligations of any Borrower and Guarantor under the Loan. For purposes of clarification, in no event shall the above language limit, reduce or otherwise affect any Borrower’s liability or obligations under the Loan Documents, Guarantor’s liability or obligations under the Guaranty, or Administrative Agent’s and each Lender’s right to exercise any rights or remedies against any collateral securing the Loan.

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Seventh Loan Modification Agreement

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed this Agreement as of the day and year first hereinabove written.

ADMINISTRATIVE AGENT:

BANK OF AMERICA, N.A.,

a national banking association,

as Administrative Agent

By: /s/ Henry Yang

Henry Yang

Senior Vice President

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BORROWERS:

KBSIII 60 SOUTH SIXTH STREET, LLC,

a Delaware limited liability company

By: KBSIII REIT ACQUISITION VII, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

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KBSIII PRESTON COMMONS, LLC,

a Delaware limited liability company

By: KBSIII REIT ACQUISITION IX, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

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KBSIII STERLING PLAZA, LLC,

a Delaware limited liability company

By: KBSIII REIT ACQUISITION VIII, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

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KBSIII TOWERS AT EMERYVILLE, LLC,

a Delaware limited liability company

By: KBSIII REIT ACQUISITION XXI, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

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KBSIII TEN ALMADEN, LLC,

a Delaware limited liability company

By: KBSIII REIT ACQUISITION XIX, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

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KBSIII LEGACY TOWN CENTER, LLC,

a Delaware limited liability company

By: KBSIII REIT ACQUISITION III, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

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GUARANTOR:

KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

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LENDERS:

BANK OF AMERICA, N.A.,

a national banking association

By: /s/ Henry Yang

Henry Yang

Senior Vice President

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WELLS FARGO BANK, NATIONAL ASSOCIATION

By: /s/ Cole P. Zehnder

Name: Cole P. Zehnder

Title: Executive Director

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Seventh Loan Modification Agreement

U.S. BANK, NATIONAL ASSOCIATION,

A national banking association

By: /s/ Claudia Marciniak

Name: Claudia Marciniak

Title: Senior Vice President

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Seventh Loan Modification Agreement

CAPITAL ONE, NATIONAL ASSOCIATION,

A national banking association

By: /s/ Howard M. Guidry

Name: Howard M. Guidry

Title: Senior Vice President

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Seventh Loan Modification Agreement

PNC BANK, NATIONAL ASSOCIATION,

a national banking association

By: /s/ Damon Smith

Name: Damon Smith

Title: Senior Vice President

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Seventh Loan Modification Agreement

REGIONS BANK,

an Alabama banking corporation

By: /s/ Mark A. Mushinski

Name: Mark A. Mushinski

Title: Senior Vice President

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ZIONS BANCORPORATION, N.A.,

DBA CALIFORNIA BANK & TRUST

By: /s/ Sean Reilly

Name: Sean Reilly

Title: Vice President

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Document

Exhibit 10.5.10

EXECUTION VERSION

THIRD MODIFICATION AGREEMENT

This THIRD MODIFICATION AGREEMENT (this “Agreement”) is dated as of November 1, 2024, by and among (i) KBSIII 500 WEST MADISON, LLC, a Delaware limited liability company (“Borrower”), (ii) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent (in such capacity, “Agent”), and (iii) each lender party hereto (individually, a “Lender” and collectively with any lender that becomes a party to the Loan Agreement (defined below) in the future, the “Lenders”).

RECITALS

A.Borrower, Agent and Lenders are parties to that certain Revolving and Term Loan Agreement dated as of November 2, 2020 (as amended, restated, extended, supplemented, or otherwise modified in writing from time to time, the “Loan Agreement”). Pursuant to the Loan Agreement, Lenders made a loan to the Borrower in the maximum principal amount of up to Three Hundred Seventy-Five Million and No/100 Dollars ($375,000,000.00) (the “Loan”), consisting of a Revolving Portion and a Non-Revolving Portion (as such terms are defined in the Loan Agreement).

B.The following documents, each of which is dated as of November 2, 2020 (unless otherwise specified), were executed in connection with the Loan, among others:

(i)Promissory Note dated as of March 1, 2021 in the original principal amount of $50,000,000.00, made by Borrower in favor of National Bank of Kuwait S.A.K.P. Grand Cayman Branch (as amended, restated, extended, supplemented, or otherwise modified in writing from time to time, the “NBK Note”).

(ii)Amended and Restated Promissory Note dated as of March 1, 2021 in the original principal amount of $115,000,000.00, made by Borrower in favor of U.S. Bank National Association, a national banking association (as amended, restated, extended, supplemented, or otherwise modified in writing from time to time, the “US Bank Note”).

(iii)Promissory Note in the original principal amount of $85,000,000.00, made by Borrower in favor of Deutsche Pfandbriefbank AG (as amended, restated, extended, supplemented, or otherwise modified in writing from time to time, the “Deutsche Note”).

(iv)Promissory Note in the original principal amount of $125,000,000.00, made by Borrower in favor of Bank of America, N.A. (as amended, restated, extended, supplemented, or otherwise modified in writing from time to time, the “BofA Note” and collectively with the NBK Note, US Bank Note and Deutsche Note, the “Notes”).

(v)Construction Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing recorded as Document No. 2031641044 in the Official Records of Cook County, Illinois (the “Official Records”) on November 11, 2020 (as amended, restated, extended, supplemented, or otherwise modified in writing from time to time, the “Mortgage”).

C.In connection with the Loan, Borrower executed in favor of Agent and the Lenders that certain Environmental Indemnification Agreement dated as of November 2, 2020 (as amended, restated, extended, supplemented, or otherwise modified in writing from time to time, the “Environmental Indemnity”).

D.In connection with the Loan, KBS REIT Properties III, LLC, a Delaware limited liability company (“Guarantor”), executed in favor of Agent: (i) that certain Payment Guaranty Agreement dated as of November 2, 2020 (as amended, restated, extended, supplemented, or otherwise modified in writing from time to time, the “Payment Guaranty”) and (ii) that certain Recourse Carve-Out Guaranty Agreement dated as of November 2, 2020 (as amended, restated, extended, supplemented, or otherwise modified in writing from time to time, the “Recourse Carve-Out Guaranty” and collectively with the Payment Guaranty, the “Guaranty”).

E.Borrower, Agent and the Lenders subsequently modified the Loan Agreement and the other Loan Documents (as such term is defined below) to, among other things, amend certain terms and conditions related to the Maturity Date and interest rate, pursuant to that certain (x) First Modification Agreement (Long Form) dated as of March 8, 2023 by and among Borrower, Agent and the Lenders (the “First Modification Agreement (Long Form)”), (y) First Modification Agreement (Short Form) dated as of March 8, 2023 by and between Borrower and Agent and recorded on March 14, 2023 as Document No. 2307340150 (the “First Modification Agreement (Short Form)”; the First Modification Agreement (Long Form) and the First Modification Agreement (Short Form) are referred to herein collectively as the “First Modification Agreement”), and (z) Second Modification Agreement dated as of November 2, 2023 by and between Borrower, Agent and the Lenders (the “Second Modification Agreement”.

F.As of the date of this Agreement, the Aggregate Commitment is $306,000,000.00, the Revolving Portion is $76,500,000.00 (of which $76,500,000.00 of principal is outstanding), and the Non-Revolving Portion is $229,500,000.00 (of which $229,500,000.00 of principal is outstanding).

G.Pursuant to a letter dated August 27, 2024, Borrower previously notified Agent and certain Lenders of its intention to exercise its option to extend the First Option Maturity Date for an additional twelve (12) months to the Second Option Maturity Date (to November 2, 2025); however, Borrower has failed to satisfy the required conditions precedent set forth in Section 2.9 of the Loan Agreement and accordingly, is not able to exercise the option to extend the term of the Loan to the Second Option Maturity Date.

H.Borrower, Agent and Lenders have agreed to amend certain terms and provisions of the Loan Agreement, subject to the terms and conditions of this Agreement.

I.As used herein, the term “Loan Documents” shall mean the Loan Agreement, the Notes, the Guaranty, the Mortgage, the Environmental Indemnity, and the other “Loan Documents” as such term is defined in the Loan Agreement. This Agreement (including the Consent and Reaffirmation of Guarantor attached hereto) shall constitute Loan Documents. Capitalized terms used herein without definition have the meanings ascribed to them in the Loan Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions set forth below and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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all material respects as of the date of this Agreement to the extent such representations and warranties are not matters which, by their nature, can no longer be true and correct as a result of the passage of time, and except for changes in circumstances arising from actions or events occurring after the date of the Loan Agreement that do not otherwise constitute an Event of Default thereunder, including, without limitation, the execution of new Leases or new contracts that are not prohibited by the terms of the Loan Agreement. Borrower further represents and warrants that as of the date of this Agreement: (a) the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects; (b) to Borrower’s knowledge, no Default or Event of Default has occurred and is continuing; (c) Borrower is a limited liability company which is duly organized and validly existing under the laws of the State of Delaware; (d) there have been no material changes in formation documents of Borrower since the inception of the Loan; (e) the execution and delivery of this Agreement do not contravene, result in a breach of, or constitute a default under, any mortgage, loan agreement, indenture or other contract or agreement to which Borrower is a party or by which Borrower or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both), and do not violate or contravene any law, order, decree, rule, regulation or restriction to which Borrower or the Property is subject; (f) this Agreement constitutes the legal, valid and binding obligations of Borrower enforceable in accordance with its terms; and (g) the execution and delivery of, and performance under, this Agreement are within Borrower’s power and authority without the joinder or consent of any other party and have been duly authorized by all requisite action, and are not in contravention of any law, or of Borrower’s articles of organization or operating agreement or of any indenture, agreement or undertaking to which Borrower is a party or by which it is bound. Borrower hereby reaffirms all of its obligations under the Loan Documents and relating to any Lender-Provided Swap Transactions, and acknowledges that it has no claims, offsets or defenses with respect to the payment of sums due under the Loan Agreement, the Notes or under any Lender-Provided Swap Transactions. Without limiting the foregoing, Borrower reaffirms Agent’s right, following the occurrence and during the continuance of any Event of Default, to apply any and all payments made by Borrower or otherwise received by Agent or the Lenders with respect to the Loan and any Lender-Provided Swap Transaction, including without limitation all proceeds received from the sale or liquidation of any collateral, to the obligations owing by Borrower under the Loan Documents and Lender-Provided Swap Transactions in such order and manner deemed appropriate by Agent in Agent’s sole discretion, and Borrower acknowledges that it shall have no right to direct Agent as to such application or designate the portion of the obligation to be satisfied.

2.Amendments to the Loan Documents. In addition to any other amendments provided for herein, the Loan Documents are hereby modified as follows (which modifications shall be effective as of the Effective Date (defined below) unless otherwise noted):

(a)First Option Maturity Date. The defined term “First Option Maturity Date” set forth in Section 2.8 (First Extension of Maturity Date) of the Loan Agreement is hereby amended and restated in its entirety as follows:

“First Option Maturity Date”: Means December 10, 2024.

(b)Second Extension of Maturity Date. Section 2.9 (Second Extension of Maturity Date) of the Loan Agreement is hereby amended and restated in its entirety as follows:

“Section 2.9 Second Extension of Maturity Date. For the avoidance of doubt, Borrower does not have any option to extend the First Option Maturity Date, and any prior existing right to exercise a second extension option of the maturity date is no longer in effect.”

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3.Waiver with respect to Guarantor Financial Covenants. For all periods following the Effective Date through the extended maturity date of December 10, 2024, Administrative Agent and Lenders hereby agree to waive the requirements of Guarantor to satisfy any of the covenants set forth in Section 11(e) of the Payment Guaranty or Section 11(e) of the Recourse Carve-Out Guaranty. The foregoing agreement shall not apply to any failure on the part of the Guarantor to provide financial reporting, covenant compliance certificates and other information as and when required by Section 6.15 of the Loan Agreement, Section 11(c) of the Payment Guaranty or Section 11(c) of the Recourse Carve-Out Guaranty; provided, however, the form of such compliance certificates may be modified to take into account the agreements provided for in this Section.

4.Security Documents. The Mortgage and all other Loan Documents which secure Borrower’s indebtedness and obligations under the Loan shall secure, in addition to all other indebtedness and obligations secured thereby, the payment and performance of all other present and future indebtedness and obligations of Borrower under (A) this Agreement, (B) the Notes and all other Loan Documents, as amended by this Agreement, (C) all present and future Lender-Provided Swap Transactions, and (D) any and all amendments, modifications, renewals and/or extensions of this Agreement or the Notes, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. All references in the Mortgage and all other references in the Loan Documents to the “Loan” shall mean the Loan, as amended by this Agreement.

5.Definitions. Except as provided in this Agreement, all references in the Loan Agreement, in the Mortgage and in each of the other Loan Documents: (i) to the Loan Agreement shall mean the Loan Agreement as amended by this Agreement, (ii) to the Mortgage shall mean the Mortgage as amended hereby, (iii) to the Loan Documents shall mean the Loan Documents as such term is defined in this Agreement, and (iv) to any particular Loan Document shall mean such Loan Document as modified by this Agreement, and all prior amendments, or any document executed pursuant thereto or hereto.

6.No Other Modifications. Except as expressly set forth above, the Loan Documents shall be and remain unmodified and in full force and effect.

7.Conditions Precedent. This Agreement shall not be effective, and neither Agent nor Lenders shall have any obligations hereunder, unless and until such date as all of the following conditions are satisfied in a manner acceptable to Agent in Agent’s sole judgment. The following conditions shall be deemed satisfied on the date (the “Effective Date”) that Agent executes and delivers a fully executed Agreement to Borrower (provided that, if for any reason any of the following conditions are not satisfied, or are waived in writing by Agent, on or before the Effective Date, they shall continue as covenants of each party hereto to Agent and the Lenders to the extent reserved in writing by Agent prior to the Effective Date):

(a)Modification Documents. Agent shall have received and approved the executed originals of this Agreement, including the Consent and Reaffirmation of Guarantor attached hereto (collectively, the “Modification Documents”).

(b)Formation Documents. Borrower shall have delivered to Agent all documents evidencing the formation, organization, good standing and valid existence of Borrower and Guarantor (to the extent such documents have been amended or modified since the original Closing Date), and resolutions authorizing this Agreement, and secretary’s certificates (including incumbency certificates), in form and substance reasonably satisfactory to Administrative Agent.

(c)Payment of Work Fee. Borrower shall have paid to Administrative Agent, for the benefit of Lenders on a pro rata basis, a non-refundable work fee in the amount of $67,000 (the “Work Fee”), which Work Fee shall be earned as of, and due on, the Effective Date.

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(d)Payment of Agent’s Expenses. Borrower shall have paid all costs and expenses incurred by Agent in connection with this Agreement, including attorneys’ fees and costs, title insurance premiums, recording charges and the costs of any lien searches undertaken by Agent in connection with this Agreement.

(e)Default. No Event of Default has occurred and is continuing, and no event has occurred and is continuing which, with notice or the passage of time or both, would be an Event of Default.

(f)Flood Review. Administrative Agent and the Lenders shall have completed all applicable flood hazard reviews necessary in connection with this Agreement

8.Affirmation of Obligations Under Loan Documents; Swap Contracts. Borrower acknowledges, confirms, stipulates, agrees, represents and warrants that it has no defense, claim, credit, offset or counterclaim to any of its obligations under any of the Loan Documents. Borrower further acknowledges the validity and enforceability of the Mortgage as a first-priority lien on the Property, all improvements located thereon and all of the “Property” described in the Mortgage. Unless otherwise agreed to in writing by Lenders, the parties hereby agree that any Lender-Provided Swap Transactions (to the extent entered into by Borrower and secured by the Property, and expressly excluding any Lender-Provided Swap Transactions that are both (i) entered into by an affiliate of Borrower where such affiliate is not a Borrower under the Loan, and (ii) not secured by the Property) entered into with respect to the Loan shall include all Lenders under the Loan Agreement and shall be entered into on a pari-passu basis in accordance with each Lender’s Commitment Percentage.

9.Limitation on Liability. Section 10.28 of the Loan Agreement (Limited Recourse Provision) is by this reference hereby incorporated herein in its entirety.

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10.Miscellaneous.

(a)Entire Agreement. The Loan Documents, including this Agreement (i) integrate all the terms and conditions mentioned in or incidental to the Loan Documents; (ii) supersede all oral negotiations and prior and other writings with respect to their subject matter; and (iii) are intended by the parties as the final expression of the agreement with respect to the terms and conditions set forth in those documents and as the complete and exclusive statement of the terms agreed to by the parties. If there is any conflict between the terms, conditions and provisions of this Agreement and those of any other agreement or instrument, including any of the other Loan Documents, the terms, conditions and provisions of this Agreement shall prevail. By executing this Agreement and initialing below, Borrower expressly represents and warrants that it did not rely on any representation, assurance or agreement, oral or written, not expressly set forth in this Agreement or any of the other Loan Documents in reaching its decision to enter into this Agreement or any of the other Loan Documents and that no promises or other representations have been made to Borrower which conflict with the written terms of the Loan Documents. Borrower represents to Agent and Lenders that (w) it has read and understands the terms and conditions contained in this Agreement and the other Loan Documents executed in connection with this Agreement, (x) its legal counsel has carefully reviewed all of the Loan Documents and it has received legal advice from counsel of its choice regarding the meaning and legal significance of this Agreement and all other Loan Documents, (y) it is satisfied with its legal counsel and the advice received from it, and (z) it has relied only on its review of the Loan Documents and its own legal counsel’s advice and representations (and it has not relied on any advice or representations from Agent, any Lender or Agent’s or any Lender’s officers, employees, agents or attorneys). The Loan Documents may not be modified, amended or terminated except by a written agreement signed by each of the parties hereto.

/s/ CJS

Borrower’s Initials

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Section 10(a)

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(b)Definition of Loan Documents. Each of the Loan Documents is hereby modified to the extent necessary so that the term “Loan Documents,” as such term may be used therein, shall be deemed to include this Agreement and all other Modification Documents.

(c)Further Assurances. Borrower shall, upon the request of Agent or the Lenders, execute, acknowledge and deliver, or cause to be executed, acknowledged or delivered, such further documents, instruments or agreements, and perform such other acts, as may be necessary, desirable or proper for carrying out the intention or facilitating the performance of the terms of this Agreement, or for assuring the validity of, perfecting or preserving the lien of the Mortgage or any other Loan Documents.

(d)No Third Parties Benefitted. This Agreement is entered into for the sole benefit of the parties hereto and no third party beneficiary rights shall be created hereby.

(e)Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto.

(f)Assignment. This Agreement shall not be assignable by Borrower and any purported assignment shall be void. This Agreement is assignable by Agent and any Lender in accordance with the terms of the Loan Agreement.

(g)Construction of this Agreement. The headings used in this Agreement are for convenience only and shall be disregarded in interpreting the substantive provisions of this Agreement. Time is of the essence of each term of the Loan Documents, including this Agreement. As used herein, the term “including” means “including, but not limited to,” and the term “include(s)” means “include(s), without limitation.” This Agreement has been drafted by all the parties hereto collectively. Therefore, each party to this Agreement agrees that any statute or rule of construction providing that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

(h)Survival of Representations, Warranties and Covenants. Each and all provisions of this Agreement shall survive and remain in full force and effect until all obligations of Borrower under the Loan Documents are paid and performed in full. All releases herein shall survive repayment and performance of such obligations and/or any foreclosure under or reconveyance of the Mortgage.

(i)Governing Law; Waiver of Jury Trial. This Agreement, the rights of the parties hereunder and the interpretation hereof shall be governed by, and construed in accordance with, the laws of the State of Illinois in all respects. To the maximum extent permitted by applicable law, Borrower hereby waives any right to a trial by jury in any action relating to the Loan and/or the Loan Documents.

(j)Severability. In the event of any invalidity or unenforceability of any provision of this Agreement, the remainder of this Agreement shall remain in full force and effect.

(k)Reservation of Rights. Nothing contained in this Agreement shall prevent or in any way diminish or interfere with any rights or remedies, including the right to contribution, which Agent and/or Lenders may have against any party hereto under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified at Title 42 U.S.C. 9601 et seq.), as it may be amended from time to time, any successor statute thereto or any other applicable federal, state or local laws, all such rights being hereby expressly reserved.

(l)Reliance. Neither Agent nor Lenders would have consented to the transactions specified herein without Borrower entering into this Agreement. Accordingly, each of such parties

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intentionally and unconditionally enters into the covenants and agreements as set forth above and understands that, in reliance upon and in consideration of such covenants and agreements, Agent and Lenders have consented to the transactions contemplated herein and, as part and parcel thereof, specific monetary and other obligations have been, are being and shall be entered into which would not take place but for such reliance.

11.Same Indebtedness; Priority of Liens Not Affected. This Agreement and the execution of other documents contemplated hereby do not constitute the extinguishment of any debt evidenced by the Loan Documents, nor will they in any way affect or impair the liens and security interests created by the Loan Documents, which Borrower acknowledges to be valid and existing liens on and security interests in the Property. Borrower agrees that the liens and security interests created by the Mortgage continue to be in full force and effect, unaffected and unimpaired by this Agreement or by the transactions contemplated herein and that said liens and security interests shall so continue in their perfection and priority until the debt secured by the Loan Documents is fully discharged.

12.Counterparts. This Agreement may be executed by the parties hereto in one or more separate counterparts, and counterpart original signature pages may be assembled into one original document.

13.Release.

(a)Borrower and Guarantor, for themselves and for each of their respective heirs, personal representatives, successors and assigns, hereby release and waive all claims and/or defenses they now may have against Agent, Lenders and their respective successors and assigns (collectively, the “Released Parties”) on account of any occurrence relating to the Loan, the Loan Documents and/or the property encumbered by the Security Instruments which accrued prior to the date hereof, including, but not limited to, any claim that Agent or any Lender (i) breached any obligation to Borrower and/or Guarantor in connection with the Loan, (ii) was or is in any way involved with Borrower and/or Guarantor as a partner, joint venturer, or in any other capacity whatsoever other than as a lender, (iii) failed to fund any portion of the Loan or any other sums as required under any document or agreement in reference thereto, or (iv) failed to timely respond to any offers to cure any defaults under any document or agreement executed by Borrower, Guarantor or any third party or parties in favor of Agent or any Lender (collectively, the “Released Claims”). This release and waiver shall be effective as of the date of this Agreement and shall be binding upon Borrower and Guarantor and each of their respective heirs, personal representatives, successors and assigns, and shall inure to the benefit of Agent, Lenders and their respective successors and assigns. The term “Released Parties” as used herein shall include, but shall not be limited to, the present and former officers, directors, employees, agents and attorneys of Agent and each Lender.

(b)Borrower and Guarantor each agree and acknowledge that it may hereafter discover facts different from or in addition to those now known or believed to be true regarding the Released Claims and agree that the foregoing releases shall remain in full force and effect, notwithstanding the existence or nature of any such different or additional facts.

(c)Borrower and Guarantor, each having consulted with counsel, is aware of the contents of Section 1542 of the Civil Code of the State of California. Section 1542 reads as follows:

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HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Borrower and Guarantor each expressly waive and relinquish all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction, with respect to the Released Claims. Borrower and Guarantor have executed this Agreement voluntarily, with full knowledge of its significance, and with the express intention of effecting the legal consequences provided by a waiver of California Civil Code Section 1542.

14.Course of Dealing. Agent, Lenders and Borrower hereby acknowledge and agree that at no time shall any prior or subsequent course of conduct by Borrower, Agent or any Lender directly or indirectly limit, impair or otherwise adversely affect any of Agent’s or any Lender’s rights, interests or remedies in connection with the Loan and the Loan Documents or obligate Agent or any Lender to agree to, or to negotiate or consider an agreement to, any waiver of any obligation or default by Borrower under any Loan Document or any amendment to any term or condition of any Loan Document. Agent and Lenders have no obligation to, and may not, extend the term of the Loan beyond the Maturity Date.

15.Electronic Signatures. This Agreement and Guarantor’s consent attached hereto may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. Borrower and Guarantor shall, as soon as reasonably possible, provide an original of this Agreement to Administrative Agent that will include the wet signatures of Borrower and Guarantor next to any Electronic Signatures.

[Remainder of Page Left Intentionally Blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

BORROWER:

KBSIII 500 WEST MADISON, LLC,

a Delaware limited liability company,

By: KBSIII REIT ACQUISITION XI, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

[Signature Page to Third Modification]

AGENT:

U.S. BANK NATIONAL ASSOCIATION,

a national banking association,

as Agent

By: /s/ Claudia N. Marciniak

Name:

Title:

LENDERS:

U.S. BANK NATIONAL ASSOCIATION,

a national banking association,

as Agent

By: /s/ Claudia N. Marciniak

Name:

Title:

[signatures continue on following page]

[Signature Page to Third Modification]

DEUTSCHE PFANDBRIEFBANK AG

By: /s/ Sebastian Bier

Name: Sebastian Bier

Title: Associate Director

By: /s/ Richard Bergflo

Name: Richard Bergflo

Title: Director

[signatures continue on following page]

[Signature Page to Third Modification]

BANK OF AMERICA, N.A.

By: /s/ Henry Yang

Name: Henry Yang

Title: Senior Vice President

[signatures continue on following page]

[Signature Page to Third Modification]

NATIONAL BANK OF KUWAIT S.A.K.P.

GRAND CAYMANS BRANCH

By: /s/ Gregory Nuber

Name: Gregory Nuber

Title: Vice President

NATIONAL BANK OF KUWAIT S.A.K.P.

GRAND CAYMANS BRANCH

By: /s/ Mathew O’Hara

Name: Mathew O’Hara

Title: Senior Vice President

[Signature Page to Third Modification]

CONSENT AND REAFFIRMATION OF GUARANTOR

This Consent and Reaffirmation of Guarantor (this “Consent”) is attached to that certain Third Modification Agreement (the “Modification Agreement”) dated as of November 1, 2024 by and among (i) KBSIII 500 WEST MADISON, LLC, a Delaware limited liability company (“Borrower”), (ii) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent (in such capacity, “Agent”), and (iii) each lender party hereto (individually, a “Lender” and collectively with any lender that becomes a party to the Loan Agreement (as defined in the Modification Agreement) in the future, the “Lenders”). All capitalized terms used but not defined in this Consent shall have the meanings given to such terms in the Modification Agreement. KBS REIT PROPERTIES III, LLC, a Delaware limited liability company (“Guarantor”), hereby (i) acknowledges that it has read, reviewed with counsel and agrees to the terms, conditions, provisions and modifications of the Modification Agreement and the transactions contemplated thereby, (ii) reaffirms the full force and effectiveness of that certain Payment Guaranty Agreement dated as of November 2, 2020 (the “Payment Guaranty”) executed by Guarantor in favor of Agent and Lenders in connection with the Loan, and that certain Recourse Carve-Out Guaranty Agreement dated as of November 2, 2020 (the “Recourse Carve-Out Guaranty” and collectively with the Payment Guaranty, the “Guaranty”) executed by Guarantor in favor of Agent and Lenders, as each may have been modified by the First Modification Agreement (as defined in the Modification Agreement) and as each may be modified by the Modification Agreement, (iii) reaffirms its obligations under the Guaranty and agrees that Guarantor’s obligations under the Guaranty shall remain unaffected by the Modification Agreement (subject to the express terms of the Modification Agreement) and that all references in the Guaranty to (a) the Loan Documents shall include (without limitation) the Modification Agreement, and (b) any particular Loan Document shall mean such Loan Document as modified by the Modification Agreement, (iv) agrees that Guarantor’s obligations under the Guaranty are separate and distinct from those of Borrower with respect to the Loan and acknowledges that it has no claims, offsets or defenses with respect to the payment of sums or performance of obligations under the Guaranty, and (v) agrees to be bound by the Release provision set forth in Section 13 and Section 15 of the Modification Agreement. Guarantor further hereby reaffirms all of the representations and warranties set forth in the Guaranty, except to the extent such representations and warranties are matters which, by their nature, can no longer be true and correct as a result of the passage of time, and except for changes in circumstances arising from actions or events occurring after the date of the Guaranty that do not otherwise constitute a default thereunder. Guarantor acknowledges that without this consent and reaffirmation, Administrative Agent and Lenders would not execute the Modification Agreement or otherwise consent to its terms.

[Signature on Following Page]

Guarantor Consent

GUARANTOR:

KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr,

Chief Executive Officer

[Signature Page to Guarantor Consent]

Document

Exhibit 10.5.11

Execution Version

EXTENSION AGREEMENT

This EXTENSION AGREEMENT (this “Agreement”) is dated as of December 9, 2024, by and among (i) KBSIII 500 WEST MADISON, LLC, a Delaware limited liability company (“Borrower”), (ii) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent (in such capacity, “Agent”), and (iii) each lender party hereto (individually, a “Lender” and collectively with any lender that becomes a party to the Loan Agreement (defined below) in the future, the “Lenders”).

RECITALS

B.The following documents, each of which is dated as of November 2, 2020 (unless otherwise specified), were executed in connection with the Loan, among others:

D.In connection with the Loan, KBS REIT Properties III, LLC, a Delaware limited liability company (“Guarantor”), executed in favor of Agent: (i) that certain Payment Guaranty Agreement

dated as of November 2, 2020 (as amended, restated, extended, supplemented, or otherwise modified in writing from time to time, the “Payment Guaranty”) and (ii) that certain Recourse Carve-Out Guaranty Agreement dated as of November 2, 2020 (as amended, restated, extended, supplemented, or otherwise modified in writing from time to time, the “Recourse Carve-Out Guaranty” and collectively with the Payment Guaranty, the “Guaranty”).

E.Borrower, Agent and the Lenders subsequently modified the Loan Agreement and the other Loan Documents (as such term is defined below) to, among other things, amend certain terms and conditions related to the Maturity Date and interest rate, pursuant to that certain (w) First Modification Agreement (Long Form) dated as of March 8, 2023 by and among Borrower, Agent and the Lenders (the “First Modification Agreement (Long Form)”), (x) First Modification Agreement (Short Form) dated as of March 8, 2023 by and between Borrower and Agent and recorded on March 14, 2023 as Document No. 2307340150 (the “First Modification Agreement (Short Form)”; the First Modification Agreement (Long Form) and the First Modification Agreement (Short Form) are referred to herein collectively as the “First Modification Agreement”), (y) Second Modification Agreement dated as of November 2, 2023 by and among Borrower, Agent and the Lenders (the “Second Modification Agreement” and (z) Third Modification Agreement dated as of November 1, 2024 by and among Borrower, Agent and the Lenders .

G.Borrower, Agent and Lenders have agreed to amend certain terms and provisions of the Loan Agreement, subject to the terms and conditions of this Agreement.

H.As used herein, the term “Loan Documents” shall mean the Loan Agreement, the Notes, the Guaranty, the Mortgage, the Environmental Indemnity, and the other “Loan Documents” as such term is defined in the Loan Agreement as any of the foregoing have been modified by this Agreement and the other Extension Documents (as defined below). This Agreement (including the Consent and Reaffirmation of Guarantor attached hereto) shall constitute Loan Documents. Capitalized terms used herein without definition have the meanings ascribed to them in the Loan Agreement.

AGREEMENT

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(c) Borrower is a limited liability company which is duly organized and validly existing under the laws of the State of Delaware; (d) there have been no material changes in formation documents of Borrower since the inception of the Loan; (e) the execution and delivery of this Agreement do not contravene, result in a breach of, or constitute a default under, any mortgage, loan agreement, indenture or other contract or agreement to which Borrower is a party or by which Borrower or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both), and do not violate or contravene any law, order, decree, rule, regulation or restriction to which Borrower or the Property is subject; (f) this Agreement constitutes the legal, valid and binding obligations of Borrower enforceable in accordance with its terms, subject to, and except as may be limited by, bankruptcy and insolvency laws and other laws generally affecting the enforceability of creditor’s rights generally and subject to limitations on the availability of equitable remedies; and (g) the execution and delivery of, and performance under, this Agreement are within Borrower’s power and authority without the joinder or consent of any other party and have been duly authorized by all requisite action, and are not in contravention of any law, or of Borrower’s articles of organization or operating agreement or of any indenture, agreement or undertaking to which Borrower is a party or by which it is bound. Borrower hereby reaffirms all of its obligations under the Loan Documents and relating to any Lender-Provided Swap Transactions, and acknowledges that it has no claims, offsets or defenses with respect to the payment of sums due under the Loan Agreement, the Notes or under any Lender-Provided Swap Transactions. Without limiting the foregoing, Borrower reaffirms Agent’s right, following the occurrence and during the continuance of any Event of Default, to apply any and all payments made by Borrower or otherwise received by Agent or the Lenders with respect to the Loan and any Lender-Provided Swap Transaction, including without limitation all proceeds received from the sale or liquidation of any collateral, to the obligations owing by Borrower under the Loan Documents and Lender-Provided Swap Transactions in such order and manner in accordance with Section 8.3 of the Loan Agreement, and Borrower acknowledges that it shall have no right to direct Agent as to such application or designate the portion of the obligation to be satisfied.

“First Option Maturity Date”: Means December 13, 2024.

3.Waiver with respect to Guarantor Financial Covenants. For all periods following the Effective Date through the extended maturity date of December 13, 2024, Administrative Agent and Lenders hereby agree to waive the requirements of Guarantor to satisfy any of the covenants set forth in Section 11(e) of the Payment Guaranty or Section 11(e) of the Recourse Carve-Out Guaranty. The foregoing agreement shall not apply to any failure on the part of the Guarantor to provide financial reporting, covenant compliance certificates and other information as and when required by Section 6.15 of the Loan Agreement, Section 11(c) of the Payment Guaranty or Section 11(c) of the Recourse Carve-Out Guaranty; provided, however, the form of such compliance certificates may be modified to take into account the agreements provided for in this Section.

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and all amendments, modifications, renewals and/or extensions of this Agreement or the Notes, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. All references in the Mortgage and all other references in the Loan Documents to the “Loan” shall mean the Loan, as amended by this Agreement.

6.No Other Modifications. Except as expressly set forth above, the Loan Documents shall be and remain unmodified and in full force and effect.

7.Conditions Precedent. This Agreement shall not be effective, and neither Agent nor Lenders shall have any obligations hereunder, unless and until such date as all of the following conditions are satisfied in a manner acceptable to Agent in Agent’s sole judgment. The following conditions shall be deemed satisfied on the date (the “Effective Date”) that Agent executes and delivers a fully executed Agreement to Borrower (provided that, if for any reason any of the following conditions are not satisfied, or are not waived in writing by Agent, on or before the Effective Date, they shall continue as covenants of each party hereto to Agent and the Lenders to the extent reserved in writing by Agent prior to the Effective Date):

(a)Extension Documents. Agent shall have received and approved the executed originals of this Agreement, including the Consent and Reaffirmation of Guarantor attached hereto (collectively, the “Extension Documents”).

(b)Default. No Event of Default has occurred and is continuing, and no event has occurred and is continuing which, with notice or the passage of time or both, would be an Event of Default.

(c)Flood Review. Administrative Agent and the Lenders shall have completed all applicable flood hazard reviews necessary in connection with this Agreement

9.Limitation on Liability. Section 10.28 of the Loan Agreement (Limited Recourse Provision) is by this reference hereby incorporated herein in its entirety.

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10.Miscellaneous.

/s/ CJS

Borrower’s Initials

[Remainder of Page Intentionally Left Blank]

Section 10(a)

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(d)No Third Parties Benefitted. This Agreement is entered into for the sole benefit of the parties hereto and no third party beneficiary rights shall be created hereby.

(e)Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto.

(j)Severability. In the event of any invalidity or unenforceability of any provision of this Agreement, the remainder of this Agreement shall remain in full force and effect.

(l)Reliance. Neither Agent nor Lenders would have consented to the transactions specified herein without Borrower entering into this Agreement. Accordingly, each of such parties

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12.Counterparts. This Agreement may be executed by the parties hereto in one or more separate counterparts, and counterpart original signature pages may be assembled into one original document.

13.Release.

(c)Borrower and Guarantor, each having consulted with counsel, is aware of the contents of Section 1542 of the Civil Code of the State of California. Section 1542 reads as follows:

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HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

[Remainder of Page Left Intentionally Blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

BORROWER:

KBSIII 500 WEST MADISON, LLC,

a Delaware limited liability company,

By: KBSIII REIT ACQUISITION XI, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

[Signature Page to Extension Agreement]

AGENT:

U.S. BANK NATIONAL ASSOCIATION,

a national banking association,

as Agent

By: /s/ Claudia Marciniak

Name: Claudia Marciniak

Title: Senior Vice President

LENDERS:

U.S. BANK NATIONAL ASSOCIATION,

a national banking association,

as Agent

By: /s/ Claudia Marciniak

Name: Claudia Marciniak

Title: Senior Vice President

[signatures continue on following page]

[Signature Page to Extension Agreement]

DEUTSCHE PFANDBRIEFBANK AG

By: /s/ Sebastian Bier

Name: Sebastian Bier

Title: Associate Director

By: /s/ Karsten Imhoff

Name: Karsten Imhoff

Title: Managing Director

[signatures continue on following page]

[Signature Page to Extension Agreement]

BANK OF AMERICA, N.A.

By: /s/ Henry Yang

Name: Henry Yang

Title: Senior Vice President

[signatures continue on following page]

[Signature Page to Extension Agreement]

NATIONAL BANK OF KUWAIT S.A.K.P.

GRAND CAYMAN BRANCH

By: /s/ Mathew Rickert

Name: Mathew Rickert

Title: Deputy General Manager

By: /s/ Mathew O’Hara

Name: Mathew O’Hara

Title: Senior Vice President

[Signature Page to Extension Agreement]

CONSENT AND REAFFIRMATION OF GUARANTOR

This Consent and Reaffirmation of Guarantor (this “Consent”) is attached to that certain Extension Agreement (the “Modification Agreement”) dated as of December 9, 2024 by and among (i) KBSIII 500 WEST MADISON, LLC, a Delaware limited liability company (“Borrower”), (ii) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent (in such capacity, “Agent”), and (iii) each lender party hereto (individually, a “Lender” and collectively with any lender that becomes a party to the Loan Agreement (as defined in the Modification Agreement) in the future, the “Lenders”). All capitalized terms used but not defined in this Consent shall have the meanings given to such terms in the Modification Agreement. KBS REIT PROPERTIES III, LLC, a Delaware limited liability company (“Guarantor”), hereby (i) acknowledges that it has read, reviewed with counsel and agrees to the terms, conditions, provisions and modifications of the Modification Agreement and the transactions contemplated thereby, (ii) reaffirms the full force and effectiveness of that certain Payment Guaranty Agreement dated as of November 2, 2020 (the “Payment Guaranty”) executed by Guarantor in favor of Agent and Lenders in connection with the Loan, and that certain Recourse Carve-Out Guaranty Agreement dated as of November 2, 2020 (the “Recourse Carve-Out Guaranty” and collectively with the Payment Guaranty, the “Guaranty”) executed by Guarantor in favor of Agent and Lenders, as each may have been modified by the First Modification Agreement (as defined in the Modification Agreement) and as each may be modified by the Modification Agreement, (iii) reaffirms its obligations under the Guaranty and agrees that Guarantor’s obligations under the Guaranty shall remain unaffected by the Modification Agreement (subject to the express terms of the Modification Agreement) and that all references in the Guaranty to (a) the Loan Documents shall include (without limitation) the Modification Agreement, and (b) any particular Loan Document shall mean such Loan Document as modified by the Modification Agreement, (iv) agrees that Guarantor’s obligations under the Guaranty are separate and distinct from those of Borrower with respect to the Loan and acknowledges that it has no claims, offsets or defenses with respect to the payment of sums or performance of obligations under the Guaranty, and (v) agrees to be bound by the Release provision set forth in Section 13 and Section 15 of the Modification Agreement. Guarantor further hereby reaffirms all of the representations and warranties set forth in the Guaranty, except to the extent such representations and warranties are matters which, by their nature, can no longer be true and correct as a result of the passage of time, and except for changes in circumstances arising from actions or events occurring after the date of the Guaranty that do not otherwise constitute a default thereunder. Guarantor acknowledges that without this consent and reaffirmation, Administrative Agent and Lenders would not execute the Modification Agreement or otherwise consent to its terms.

[Signature on Following Page]

Guarantor Consent

GUARANTOR:

KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr,

Chief Executive Officer

[Signature Page to Guarantor Consent]

Document

Exhibit 10.5.12

Execution Version

SECOND EXTENSION AGREEMENT

This SECOND EXTENSION AGREEMENT (this “Agreement”) is dated as of December 12, 2024, by and among (i) KBSIII 500 WEST MADISON, LLC, a Delaware limited liability company (“Borrower”), (ii) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent (in such capacity, “Agent”), and (iii) each lender party hereto (individually, a “Lender” and collectively with any lender that becomes a party to the Loan Agreement (defined below) in the future, the “Lenders”).

RECITALS

B.The following documents, each of which is dated as of November 2, 2020 (unless otherwise specified), were executed in connection with the Loan, among others:

D.In connection with the Loan, KBS REIT Properties III, LLC, a Delaware limited liability company (“Guarantor”), executed in favor of Agent: (i) that certain Payment Guaranty Agreement

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E.Borrower, Agent and the Lenders subsequently modified the Loan Agreement and the other Loan Documents (as such term is defined below) to, among other things, amend certain terms and conditions related to the Maturity Date and interest rate, pursuant to that certain (v) First Modification Agreement (Long Form) dated as of March 8, 2023 by and among Borrower, Agent and the Lenders (the “First Modification Agreement (Long Form)”), (w) First Modification Agreement (Short Form) dated as of March 8, 2023 by and between Borrower and Agent and recorded on March 14, 2023 as Document No. 2307340150 (the “First Modification Agreement (Short Form)”; the First Modification Agreement (Long Form) and the First Modification Agreement (Short Form) are referred to herein collectively as the “First Modification Agreement”), (x) Second Modification Agreement dated as of November 2, 2023 by and among Borrower, Agent and the Lenders (the “Second Modification Agreement”, (y) Third Modification Agreement dated as of November 1, 2024 by and among Borrower, Agent and the Lenders and (z) Extension Agreement dated as of December 9, 2024 by and among Borrower, Agent and the Lenders.

G.Borrower, Agent and Lenders have agreed to amend certain terms and provisions of the Loan Agreement, subject to the terms and conditions of this Agreement.

AGREEMENT

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Borrower further represents and warrants that as of the date of this Agreement: (a) the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects; (b) [reserved]; (c) Borrower is a limited liability company which is duly organized and validly existing under the laws of the State of Delaware; (d) there have been no material changes in formation documents of Borrower since the inception of the Loan; (e) the execution and delivery of this Agreement do not contravene, result in a breach of, or constitute a default under, any mortgage, loan agreement, indenture or other contract or agreement to which Borrower is a party or by which Borrower or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both), and do not violate or contravene any law, order, decree, rule, regulation or restriction to which Borrower or the Property is subject; (f) this Agreement constitutes the legal, valid and binding obligations of Borrower enforceable in accordance with its terms, subject to, and except as may be limited by, bankruptcy and insolvency laws and other laws generally affecting the enforceability of creditor’s rights generally and subject to limitations on the availability of equitable remedies; and (g) the execution and delivery of, and performance under, this Agreement are within Borrower’s power and authority without the joinder or consent of any other party and have been duly authorized by all requisite action, and are not in contravention of any law, or of Borrower’s articles of organization or operating agreement or of any indenture, agreement or undertaking to which Borrower is a party or by which it is bound. Borrower hereby reaffirms all of its obligations under the Loan Documents and relating to any Lender-Provided Swap Transactions, and acknowledges that it has no claims, offsets or defenses with respect to the payment of sums due under the Loan Agreement, the Notes or under any Lender-Provided Swap Transactions. Without limiting the foregoing, Borrower reaffirms Agent’s right, following the occurrence and during the continuance of any Event of Default, to apply any and all payments made by Borrower or otherwise received by Agent or the Lenders with respect to the Loan and any Lender-Provided Swap Transaction, including without limitation all proceeds received from the sale or liquidation of any collateral, to the obligations owing by Borrower under the Loan Documents and Lender-Provided Swap Transactions in such order and manner in accordance with Section 8.3 of the Loan Agreement, and Borrower acknowledges that it shall have no right to direct Agent as to such application or designate the portion of the obligation to be satisfied.

“First Option Maturity Date”: Means December 18, 2024.

3.Waiver with respect to Guarantor Financial Covenants. For all periods following the Effective Date through the extended maturity date of December 18, 2024, Administrative Agent and Lenders hereby agree to waive the requirements of Guarantor to satisfy any of the covenants set forth in Section 11(e) of the Payment Guaranty or Section 11(e) of the Recourse Carve-Out Guaranty. The foregoing agreement shall not apply to any failure on the part of the Guarantor to provide financial reporting, covenant compliance certificates and other information as and when required by Section 6.15 of the Loan Agreement, Section 11(c) of the Payment Guaranty or Section 11(c) of the Recourse Carve-Out Guaranty; provided, however, the form of such compliance certificates may be modified to take into account the agreements provided for in this Section.

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and obligations of Borrower under (A) this Agreement, (B) the Notes and all other Loan Documents, as amended by this Agreement, (C) all present and future Lender-Provided Swap Transactions, and (D) any and all amendments, modifications, renewals and/or extensions of this Agreement or the Notes, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. All references in the Mortgage and all other references in the Loan Documents to the “Loan” shall mean the Loan, as amended by this Agreement.

6.No Other Modifications. Except as expressly set forth above, the Loan Documents shall be and remain unmodified and in full force and effect.

7.Conditions Precedent. This Agreement shall not be effective, and neither Agent nor Lenders shall have any obligations hereunder, unless and until such date as all of the following conditions are satisfied in a manner acceptable to Agent in Agent’s sole judgment. The following conditions shall be deemed satisfied on the date (the “Effective Date”) that Agent executes and delivers a fully executed Agreement to Borrower (provided that, if for any reason any of the following conditions are not satisfied, or are not waived in writing by Agent, on or before the Effective Date, they shall continue as covenants of each party hereto to Agent and the Lenders to the extent reserved in writing by Agent prior to the Effective Date):

(b)Default. No Event of Default has occurred and is continuing, and no event has occurred and is continuing which, with notice or the passage of time or both, would be an Event of Default.

(c)Flood Review. Administrative Agent and the Lenders shall have completed all applicable flood hazard reviews necessary in connection with this Agreement

9.Limitation on Liability. Section 10.28 of the Loan Agreement (Limited Recourse Provision) is by this reference hereby incorporated herein in its entirety.

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10.Miscellaneous.

/s/ CJS

Borrower’s Initials

[Remainder of Page Intentionally Left Blank]

Section 10(a)

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(d)No Third Parties Benefitted. This Agreement is entered into for the sole benefit of the parties hereto and no third party beneficiary rights shall be created hereby.

(e)Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto.

(j)Severability. In the event of any invalidity or unenforceability of any provision of this Agreement, the remainder of this Agreement shall remain in full force and effect.

(l)Reliance. Neither Agent nor Lenders would have consented to the transactions specified herein without Borrower entering into this Agreement. Accordingly, each of such parties

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12.Counterparts. This Agreement may be executed by the parties hereto in one or more separate counterparts, and counterpart original signature pages may be assembled into one original document.

13.Release.

(c)Borrower and Guarantor, each having consulted with counsel, is aware of the contents of Section 1542 of the Civil Code of the State of California. Section 1542 reads as follows:

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HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

[Remainder of Page Left Intentionally Blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

BORROWER:

KBSIII 500 WEST MADISON, LLC,

a Delaware limited liability company,

By: KBSIII REIT ACQUISITION XI, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

[Signature Page to Second Extension Agreement]

AGENT:

U.S. BANK NATIONAL ASSOCIATION,

a national banking association,

as Agent

By: /s/ Claudia N. Marciniak

Name:

Title:

LENDERS:

U.S. BANK NATIONAL ASSOCIATION,

a national banking association,

as Agent

By: /s/ Claudia N. Marciniak

Name: Claudia N. Marciniak

Title: Senior Vice President

[signatures continue on following page]

[Signature Page to Second Extension Agreement]

DEUTSCHE PFANDBRIEFBANK AG

By: /s/ Sebastian Bier

Name: Sebastian Bier

Title: Associate Director

By: /s/ Karsten Imhoff

Name: Karsten Imhoff

Title: Managing Director

[signatures continue on following page]

[Signature Page to Second Extension Agreement]

BANK OF AMERICA, N.A.

By: /s/ Henry Yang

Name: Henry Yang

Title: Senior Vice President

[signatures continue on following page]

[Signature Page to Second Extension Agreement]

NATIONAL BANK OF KUWAIT S.A.K.P.

GRAND CAYMAN BRANCH

By: /s/ Michael Carter

Name: Michael Carter

Title: Vice President

By: /s/ Mathew Rickert

Name: Mathew Rickert

Title: Deputy General Manager

[Signature Page to Second Extension Agreement]

CONSENT AND REAFFIRMATION OF GUARANTOR

This Consent and Reaffirmation of Guarantor (this “Consent”) is attached to that certain Second Extension Agreement (the “Extension Agreement”) dated as of December 12, 2024 by and among (i) KBSIII 500 WEST MADISON, LLC, a Delaware limited liability company (“Borrower”), (ii) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent (in such capacity, “Agent”), and (iii) each lender party hereto (individually, a “Lender” and collectively with any lender that becomes a party to the Loan Agreement (as defined in the Extension Agreement) in the future, the “Lenders”). All capitalized terms used but not defined in this Consent shall have the meanings given to such terms in the Extension Agreement. KBS REIT PROPERTIES III, LLC, a Delaware limited liability company (“Guarantor”), hereby (i) acknowledges that it has read, reviewed with counsel and agrees to the terms, conditions, provisions and modifications of the Extension Agreement and the transactions contemplated thereby, (ii) reaffirms the full force and effectiveness of that certain Payment Guaranty Agreement dated as of November 2, 2020 (the “Payment Guaranty”) executed by Guarantor in favor of Agent and Lenders in connection with the Loan, and that certain Recourse Carve-Out Guaranty Agreement dated as of November 2, 2020 (the “Recourse Carve-Out Guaranty” and collectively with the Payment Guaranty, the “Guaranty”) executed by Guarantor in favor of Agent and Lenders, as each may have been modified by the First Modification Agreement (as defined in the Extension Agreement) and as each may be modified by the Extension Agreement, (iii) reaffirms its obligations under the Guaranty and agrees that Guarantor’s obligations under the Guaranty shall remain unaffected by the Extension Agreement (subject to the express terms of the Extension Agreement) and that all references in the Guaranty to (a) the Loan Documents shall include (without limitation) the Extension Agreement, and (b) any particular Loan Document shall mean such Loan Document as modified by the Extension Agreement, (iv) agrees that Guarantor’s obligations under the Guaranty are separate and distinct from those of Borrower with respect to the Loan and acknowledges that it has no claims, offsets or defenses with respect to the payment of sums or performance of obligations under the Guaranty, and (v) agrees to be bound by the Release provision set forth in Section 13 and Section 15 of the Extension Agreement. Guarantor further hereby reaffirms all of the representations and warranties set forth in the Guaranty, except to the extent such representations and warranties are matters which, by their nature, can no longer be true and correct as a result of the passage of time, and except for changes in circumstances arising from actions or events occurring after the date of the Guaranty that do not otherwise constitute a default thereunder. Guarantor acknowledges that without this consent and reaffirmation, Administrative Agent and Lenders would not execute the Extension Agreement or otherwise consent to its terms.

[Signature on Following Page]

Guarantor Consent

GUARANTOR:

KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr,

Chief Executive Officer

[Signature Page to Guarantor Consent]

Document

Exhibit 10.5.13

Execution Version

THIRD EXTENSION AGREEMENT

This THIRD EXTENSION AGREEMENT (this “Agreement”) is dated as of December 18, 2024, by and among (i) KBSIII 500 WEST MADISON, LLC, a Delaware limited liability company (“Borrower”), (ii) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent (in such capacity, “Agent”), and (iii) each lender party hereto (individually, a “Lender” and collectively with any lender that becomes a party to the Loan Agreement (defined below) in the future, the “Lenders”).

RECITALS

B.The following documents, each of which is dated as of November 2, 2020 (unless otherwise specified), were executed in connection with the Loan, among others:

D.In connection with the Loan, KBS REIT Properties III, LLC, a Delaware limited liability company (“Guarantor”), executed in favor of Agent: (i) that certain Payment Guaranty Agreement

E.Borrower, Agent and the Lenders subsequently modified the Loan Agreement and the other Loan Documents (as such term is defined below) to, among other things, amend certain terms and conditions related to the Maturity Date and interest rate, pursuant to that certain (v) First Modification Agreement (Long Form) dated as of March 8, 2023 by and among Borrower, Agent and the Lenders (the “First Modification Agreement (Long Form)”), (w) First Modification Agreement (Short Form) dated as of March 8, 2023 by and between Borrower and Agent and recorded on March 14, 2023 as Document No. 2307340150 (the “First Modification Agreement (Short Form)”; the First Modification Agreement (Long Form) and the First Modification Agreement (Short Form) are referred to herein collectively as the “First Modification Agreement”), (x) Second Modification Agreement dated as of November 2, 2023 by and among Borrower, Agent and the Lenders (the “Second Modification Agreement”), (y) Third Modification Agreement dated as of November 1, 2024 by and among Borrower, Agent and the Lenders, (z) Extension Agreement dated as of December 9, 2024 by and among Borrower, Agent and the Lenders and (aa) Second Extension Agreement dated as of December 12, 2024 by and among Borrower, Agent and the Lenders.

G.Borrower, Agent and Lenders have agreed to amend certain terms and provisions of the Loan Agreement, subject to the terms and conditions of this Agreement.

AGREEMENT

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the execution of new Leases or new contracts that are not prohibited by the terms of the Loan Agreement. Borrower further represents and warrants that as of the date of this Agreement: (a) the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects; (b) [reserved]; (c) Borrower is a limited liability company which is duly organized and validly existing under the laws of the State of Delaware; (d) there have been no material changes in formation documents of Borrower since the inception of the Loan; (e) the execution and delivery of this Agreement do not contravene, result in a breach of, or constitute a default under, any mortgage, loan agreement, indenture or other contract or agreement to which Borrower is a party or by which Borrower or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both), and do not violate or contravene any law, order, decree, rule, regulation or restriction to which Borrower or the Property is subject; (f) this Agreement constitutes the legal, valid and binding obligations of Borrower enforceable in accordance with its terms, subject to, and except as may be limited by, bankruptcy and insolvency laws and other laws generally affecting the enforceability of creditor’s rights generally and subject to limitations on the availability of equitable remedies; and (g) the execution and delivery of, and performance under, this Agreement are within Borrower’s power and authority without the joinder or consent of any other party and have been duly authorized by all requisite action, and are not in contravention of any law, or of Borrower’s articles of organization or operating agreement or of any indenture, agreement or undertaking to which Borrower is a party or by which it is bound. Borrower hereby reaffirms all of its obligations under the Loan Documents and relating to any Lender-Provided Swap Transactions, and acknowledges that it has no claims, offsets or defenses with respect to the payment of sums due under the Loan Agreement, the Notes or under any Lender-Provided Swap Transactions. Without limiting the foregoing, Borrower reaffirms Agent’s right, following the occurrence and during the continuance of any Event of Default, to apply any and all payments made by Borrower or otherwise received by Agent or the Lenders with respect to the Loan and any Lender-Provided Swap Transaction, including without limitation all proceeds received from the sale or liquidation of any collateral, to the obligations owing by Borrower under the Loan Documents and Lender-Provided Swap Transactions in such order and manner in accordance with Section 8.3 of the Loan Agreement, and Borrower acknowledges that it shall have no right to direct Agent as to such application or designate the portion of the obligation to be satisfied.

“First Option Maturity Date”: Means December 20, 2024.

3.Waiver with respect to Guarantor Financial Covenants. For all periods following the Effective Date through the extended maturity date of December 20, 2024, Administrative Agent and Lenders hereby agree to waive the requirements of Guarantor to satisfy any of the covenants set forth in Section 11(e) of the Payment Guaranty or Section 11(e) of the Recourse Carve-Out Guaranty. The foregoing agreement shall not apply to any failure on the part of the Guarantor to provide financial reporting, covenant compliance certificates and other information as and when required by Section 6.15 of the Loan Agreement, Section 11(c) of the Payment Guaranty or Section 11(c) of the Recourse Carve-Out Guaranty; provided, however, the form of such compliance certificates may be modified to take into account the agreements provided for in this Section.

4.Security Documents. The Mortgage and all other Loan Documents which secure Borrower’s indebtedness and obligations under the Loan shall secure, in addition to all other indebtedness

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and obligations secured thereby, the payment and performance of all other present and future indebtedness and obligations of Borrower under (A) this Agreement, (B) the Notes and all other Loan Documents, as amended by this Agreement, (C) all present and future Lender-Provided Swap Transactions, and (D) any and all amendments, modifications, renewals and/or extensions of this Agreement or the Notes, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. All references in the Mortgage and all other references in the Loan Documents to the “Loan” shall mean the Loan, as amended by this Agreement.

6.No Other Modifications. Except as expressly set forth above, the Loan Documents shall be and remain unmodified and in full force and effect.

7.Conditions Precedent. This Agreement shall not be effective, and neither Agent nor Lenders shall have any obligations hereunder, unless and until such date as all of the following conditions are satisfied in a manner acceptable to Agent in Agent’s sole judgment. The following conditions shall be deemed satisfied on the date (the “Effective Date”) that Agent executes and delivers a fully executed Agreement to Borrower (provided that, if for any reason any of the following conditions are not satisfied, or are not waived in writing by Agent, on or before the Effective Date, they shall continue as covenants of each party hereto to Agent and the Lenders to the extent reserved in writing by Agent prior to the Effective Date):

(b)Default. No Event of Default has occurred and is continuing, and no event has occurred and is continuing which, with notice or the passage of time or both, would be an Event of Default.

(c)Flood Review. Administrative Agent and the Lenders shall have completed all applicable flood hazard reviews necessary in connection with this Agreement

9.Limitation on Liability. Section 10.28 of the Loan Agreement (Limited Recourse Provision) is by this reference hereby incorporated herein in its entirety.

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10.Miscellaneous.

/s/ CJS

Borrower’s Initials

[Remainder of Page Intentionally Left Blank]

Section 10(a)

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(d)No Third Parties Benefitted. This Agreement is entered into for the sole benefit of the parties hereto and no third party beneficiary rights shall be created hereby.

(e)Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto.

(j)Severability. In the event of any invalidity or unenforceability of any provision of this Agreement, the remainder of this Agreement shall remain in full force and effect.

(l)Reliance. Neither Agent nor Lenders would have consented to the transactions specified herein without Borrower entering into this Agreement. Accordingly, each of such parties

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12.Counterparts. This Agreement may be executed by the parties hereto in one or more separate counterparts, and counterpart original signature pages may be assembled into one original document.

13.Release.

(c)Borrower and Guarantor, each having consulted with counsel, is aware of the contents of Section 1542 of the Civil Code of the State of California. Section 1542 reads as follows:

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HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

[Remainder of Page Left Intentionally Blank]

-9-

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

BORROWER:

KBSIII 500 WEST MADISON, LLC,

a Delaware limited liability company,

By: KBSIII REIT ACQUISITION XI, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

[Signature Page to Third Extension Agreement]

AGENT:

U.S. BANK NATIONAL ASSOCIATION,

a national banking association,

as Agent

By: /s/ Claudia N. Marciniak

Name: Claudia N. Marciniak

Title: Senior Vice President

LENDERS:

U.S. BANK NATIONAL ASSOCIATION,

a national banking association,

as Agent

By: /s/ Claudia N. Marciniak

Name: Claudia N. Marciniak

Title: Senior Vice President

[signatures continue on following page]

[Signature Page to Third Extension Agreement]

DEUTSCHE PFANDBRIEFBANK AG

By: /s/ Sebastian Bier

Name: Sebastian Bier

Title: Associate Director

By: /s/ Karsten Imhoff

Name: Karsten Imhoff

Title: Managing Director

[signatures continue on following page]

[Signature Page to Third Extension Agreement]

BANK OF AMERICA, N.A.

By: /s/ Henry Yang

Name: Henry Yang

Title: Senior Vice President

[signatures continue on following page]

[Signature Page to Third Extension Agreement]

NATIONAL BANK OF KUWAIT S.A.K.P.

GRAND CAYMAN BRANCH

By: /s/ Mathew Carter

Name: Mathew Carter

Title: Vice President

By: /s/ Rani Selwanes

Name: Rani Selwanes

Title: General Manager

[Signature Page to Third Extension Agreement]

CONSENT AND REAFFIRMATION OF GUARANTOR

This Consent and Reaffirmation of Guarantor (this “Consent”) is attached to that certain Third Extension Agreement (the “Extension Agreement”) dated as of December 18, 2024 by and among (i) KBSIII 500 WEST MADISON, LLC, a Delaware limited liability company (“Borrower”), (ii) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent (in such capacity, “Agent”), and (iii) each lender party hereto (individually, a “Lender” and collectively with any lender that becomes a party to the Loan Agreement (as defined in the Extension Agreement) in the future, the “Lenders”). All capitalized terms used but not defined in this Consent shall have the meanings given to such terms in the Extension Agreement. KBS REIT PROPERTIES III, LLC, a Delaware limited liability company (“Guarantor”), hereby (i) acknowledges that it has read, reviewed with counsel and agrees to the terms, conditions, provisions and modifications of the Extension Agreement and the transactions contemplated thereby, (ii) reaffirms the full force and effectiveness of that certain Payment Guaranty Agreement dated as of November 2, 2020 (the “Payment Guaranty”) executed by Guarantor in favor of Agent and Lenders in connection with the Loan, and that certain Recourse Carve-Out Guaranty Agreement dated as of November 2, 2020 (the “Recourse Carve-Out Guaranty” and collectively with the Payment Guaranty, the “Guaranty”) executed by Guarantor in favor of Agent and Lenders, as each may have been modified by the First Modification Agreement (as defined in the Extension Agreement) and as each may be modified by the Extension Agreement, (iii) reaffirms its obligations under the Guaranty and agrees that Guarantor’s obligations under the Guaranty shall remain unaffected by the Extension Agreement (subject to the express terms of the Extension Agreement) and that all references in the Guaranty to (a) the Loan Documents shall include (without limitation) the Extension Agreement, and (b) any particular Loan Document shall mean such Loan Document as modified by the Extension Agreement, (iv) agrees that Guarantor’s obligations under the Guaranty are separate and distinct from those of Borrower with respect to the Loan and acknowledges that it has no claims, offsets or defenses with respect to the payment of sums or performance of obligations under the Guaranty, and (v) agrees to be bound by the Release provision set forth in Section 13 and Section 15 of the Extension Agreement. Guarantor further hereby reaffirms all of the representations and warranties set forth in the Guaranty, except to the extent such representations and warranties are matters which, by their nature, can no longer be true and correct as a result of the passage of time, and except for changes in circumstances arising from actions or events occurring after the date of the Guaranty that do not otherwise constitute a default thereunder. Guarantor acknowledges that without this consent and reaffirmation, Administrative Agent and Lenders would not execute the Extension Agreement or otherwise consent to its terms.

[Signature on Following Page]

Guarantor Consent

GUARANTOR:

KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr,

Chief Executive Officer

[Signature Page to Guarantor Consent]

Document

Exhibit 10.5.14

Execution Version

FOURTH MODIFICATION AGREEMENT

This FOURTH MODIFICATION AGREEMENT (this “Modification Agreement”) is dated as of December 20, 2024, by and among (i) KBSIII 500 WEST MADISON, LLC, a Delaware limited liability company (“Borrower”), (ii) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent (in such capacity, “Administrative Agent”), and (iii) each lender party hereto (individually, a “Lender” and collectively with any lender that becomes a party to the Loan Agreement (defined below) in the future, the “Lenders”).

RECITALS

A.Borrower, Administrative Agent and Lenders are parties to that certain Revolving and Term Loan Agreement dated as of November 2, 2020 (as amended, restated, extended, supplemented, or otherwise modified in writing from time to time, the “Loan Agreement”). Pursuant to the Loan Agreement, Lenders made a loan to the Borrower in the original maximum principal amount of up to Three Hundred Seventy-Five Million and No/100 Dollars ($375,000,000.00) (the “Loan”), consisting of a Revolving Portion and a Non-Revolving Portion (as such terms are defined in the Loan Agreement).

B.The following documents, each of which is dated as of November 2, 2020 (unless otherwise specified), were executed in connection with the Loan, among others:

C.In connection with the Loan, Borrower executed in favor of Administrative Agent and the Lenders that certain Environmental Indemnification Agreement dated as of November 2, 2020 (as amended, restated, extended, supplemented, or otherwise modified in writing from time to time, the “Environmental Indemnity”).

D.In connection with the Loan, KBS REIT Properties III, LLC, a Delaware limited liability company (“Guarantor”), executed in favor of Administrative Agent: (i) that certain Payment Guaranty Agreement dated as of November 2, 2020 (as amended, restated, extended, supplemented, or otherwise modified in writing from time to time, the “Payment Guaranty”) and (ii) that certain Recourse Carve-Out Guaranty Agreement dated as of November 2, 2020 (as amended, restated, extended, supplemented, or otherwise modified in writing from time to time, the “Recourse Carve-Out Guaranty” and collectively with the Payment Guaranty, the “Guaranty”).

E.Borrower, Administrative Agent and the Lenders subsequently modified the Loan Agreement and the other Loan Documents (as such term is defined below) to, among other things, amend certain terms and conditions related to the Maturity Date and interest rate, pursuant to that certain (u) First Modification Agreement (Long Form) dated as of March 8, 2023 by and among Borrower, Administrative Agent and the Lenders (the “First Modification Agreement (Long Form)”), (v) First Modification Agreement (Short Form) dated as of March 8, 2023 by and between Borrower and Administrative Agent and recorded on March 14, 2023 as Document No. 2307340150 (the “First Modification Agreement (Short Form)”; the First Modification Agreement (Long Form) and the First Modification Agreement (Short Form) are referred to herein collectively as the “First Modification Agreement”), (w) Second Modification Agreement dated as of November 2, 2023 by and among Borrower, Administrative Agent and the Lenders (the “Second Modification Agreement”), (x) Third Modification Agreement dated as of November 1, 2024 by and among Borrower, Administrative Agent and the Lenders (the “Third Modification Agreement)”, (y) Extension Agreement dated as of December 9, 2024 (the “Extension Agreement”), (z) Second Extension Agreement dated as of December 12, 2024 (the “Second Extension Agreement”), and (aa) Third Extension Agreement dated as of December 18, 2024 (the “Third Extension Agreement”; together with the First Modification Agreement, the Second Modification Agreement, the Third Modification, the Extension Agreement and the Second Extension Agreement, the “Prior Modifications”).

F.As of the date of this Modification Agreement (prior to giving effect hereto), the Aggregate Commitment is $306,000,000.00, the Revolving Portion is $76,500,000.00 (of which $76,500,000.00 of principal is outstanding), and the Non-Revolving Portion is $229,500,000.00 (of which $229,500,000.00 of principal is outstanding).

G.Borrower, Administrative Agent and Lenders have agreed to amend certain terms and provisions of the Loan Agreement, subject to the terms and conditions of this Modification Agreement.

H.In addition, simultaneously with the execution and delivery of this Modification Agreement, each Note is being amended and restated (collectively, the ”Amended and Restated Notes”) and each Guaranty is being amended and restated (collectively, the “Amended and Restated Guaranty”).

I.As used herein, the term “Loan Documents” shall mean the Loan Agreement, the Amended and Restated Notes, the Amended and Restated Guaranty, the Mortgage, the Environmental Indemnity, and the other “Loan Documents” as such term is defined in the Loan Agreement, as all of the foregoing have been modified by this Modification Agreement and the other Modification Documents (as defined below). This Modification Agreement (including the Consent and Reaffirmation of Guarantor attached hereto) shall constitute Loan Documents. Capitalized terms used herein without definition have the meanings ascribed to them in the Loan Agreement.

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AGREEMENT

1.Recitals; Representations; Reaffirmation of Loan. The foregoing recitals are true and correct and are incorporated herein by this reference. As of the Effective Date (as defined in Section 7 below), Borrower hereby represents and warrants to Administrative Agent and the Lenders that no Event of Default has occurred and is continuing and to Borrower’s knowledge, no condition has occurred and is continuing that, with notice or the passage of time or both, would constitute an Event of Default. Borrower hereby reaffirms all of its representations and warranties set forth in the Loan Documents to be true, accurate and correct in all material respects as of the date of this Modification Agreement to the extent such representations and warranties are not matters which, by their nature, can no longer be true and correct as a result of the passage of time, and except for changes in circumstances arising from actions or events occurring after the date of the Loan Agreement that do not otherwise constitute an Event of Default thereunder, including, without limitation, the execution of new Leases or new contracts that are not prohibited by the terms of the Loan Agreement. Borrower further represents and warrants that as of the date of this Modification Agreement: (a) the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects; (b) [reserved]; (c) Borrower is a limited liability company which is duly organized and validly existing under the laws of the State of Delaware; (d) there have been no material changes in formation documents of Borrower since the inception of the Loan; (e) the execution and delivery of this Modification Agreement do not contravene, result in a breach of, or constitute a default under, any mortgage, loan agreement, indenture or other contract or agreement to which Borrower is a party or by which Borrower or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both), and do not violate or contravene any law, order, decree, rule, regulation or restriction to which Borrower or the Project is subject; (f) this Modification Agreement constitutes the legal, valid and binding obligations of Borrower enforceable in accordance with its terms, subject to, and except as may be limited by, bankruptcy and insolvency laws and other laws generally affecting the enforceability of creditor’s rights generally and subject to limitations on the availability of equitable remedies; and (g) the execution and delivery of, and performance under, this Modification Agreement are within Borrower’s power and authority without the joinder or consent of any other party and have been duly authorized by all requisite action, and are not in contravention of any law, or of Borrower’s articles of organization or operating agreement or of any indenture, agreement or undertaking to which Borrower is a party or by which it is bound. Borrower hereby reaffirms all of its obligations under the Loan Documents and relating to any Lender-Provided Swap, and acknowledges that it has no claims, offsets or defenses with respect to the payment of sums due under the Loan Agreement, the Notes or under any Lender-Provided Swap. Without limiting the foregoing, Borrower reaffirms Administrative Agent’s right, following the occurrence and during the continuance of any Event of Default, to apply any and all payments made by Borrower or otherwise received by Administrative Agent or the Lenders with respect to the Loan and any Lender-Provided Swap, including without limitation all proceeds received from the sale or liquidation of any collateral, to the obligations owing by Borrower under the Loan Documents and Lender-Provided Swaps in accordance with Section 8.3 of the Loan Agreement, and Borrower acknowledges that it shall have no right to direct Administrative Agent as to such application or designate the portion of the obligation to be satisfied.

2.No Revolving Loans. Notwithstanding anything in the Loan Agreement or any of the other Loan Documents to the contrary, as of the Effective Date, no portion of the Aggregate Commitment shall constitute a Revolving Portion, and all Loans currently outstanding or to be advanced on or after the Effective Date shall constitute the Non-Revolving Portion of the Aggregate Commitment. All references in the Loan Agreement to “Revolving Portion” shall be of no further force or effect. For the avoidance of

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doubt, all payments of outstanding principal by the Borrower shall be applied to the principal component of the outstanding Aggregate Commitment and constitute a permanent reduction thereof.

3.Amendments to the Loan Documents. In addition to any other amendments provided for herein, the Loan Documents are hereby modified as follows (which modifications shall be effective as of the Effective Date (defined below) unless otherwise noted):

(a)New and Amended Defined Terms. The following terms are hereby added, or amend and restate existing definitions, as applicable, in Section 1.1 of the Loan Agreement:

“Advisor”: Means KBS Capital Advisors LLC, a Delaware limited liability company.

“Advisory Agreement”: Means that certain Advisory Agreement dated as of September 27, 2024 (as such agreement may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof) by and between the Advisor and the REIT.

"Aggregate Commitment": Means, as of any date of determination, the aggregate Commitments of all of the Lenders (as such aggregate Commitments may be reduced in accordance with clause (ii) of the definition thereof) less the amount of any principal paydowns of the Non-Revolving Portion. As of the Effective Date, the Aggregate Commitment will be $322,000,000, consisting of the outstanding Non-Revolving Portion of $306,000,000 (the “Existing Facility”) and $16,000,000 of the Non-Revolving Portion in new funding to be advanced in accordance with the Fourth Modification (the “New Availability”).

"Annualized Net Operating Income": Means annualized Net Operating Income before payment of debt service from the Project as of the date of calculation, calculated by annualizing the Net Operating Income for the immediately preceding prior two calendar quarters; provided that if the Debt Service Coverage Ratio is being calculated within 60 days after the end of a calendar quarter (and prior to the quarterly reporting for the most recent calendar quarter end being available and/or delivered to Administrative Agent), the Net Operating Income shall be calculated by looking at the Net Operating Income during the two calendar quarters preceding the immediately prior calendar quarter; e.g., if the most recent calendar quarter end reporting is not yet delivered to Administrative Agent and the Debt Service Coverage Ratio is being calculated on January 10, 2021, the six-month period (if that is the relevant calculation period under the following provisions of this definition) would be the period commencing on April 1, 2020 and ending on September 30, 2020, and if the Debt Service Coverage Ratio is being calculated on March 20, 2021, the six-month period would be the period commencing on July 1, 2020, and ending on December 31, 2020). For the avoidance of doubt, in order to satisfy the conditions set forth in Section 2.9 in connection with the Second Option Maturity Date, the Borrower must demonstrate compliance with the Debt Service Coverage Ratio on an annualized basis based on the most recently submitted financial reporting.

"Applicable Margin": Means, with respect to Advances at the Term SOFR Based Rate or the Base Rate, if applicable, 300 basis points.

“Approved Capex Costs”: Means (i) costs for Capital Improvements which are required under any Leases expressly approved by Administrative Agent or Required Lenders in

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accordance with the terms of the Loan Documents, (ii) costs for Capital Improvements which are required under Leases that are deemed approved (or did not require approval) in accordance with the terms of the Loan Documents and which satisfy the Required Leasing Guidelines set forth on Exhibit N, (iii) costs for Capital Improvements reasonably approved by Administrative Agent which are required under Leases that are deemed approved (or did not require approval) in accordance with the terms of the Loan Documents and which do not satisfy the Required Leasing Guidelines set forth on Exhibit N; it being agreed that the costs described in this clause (iii) shall also be subject to the Required Lenders approval to the extent that the Lease under which such costs arise is subject to the Required Lenders approval pursuant to Section 6.29 hereof (which required approval under this definition shall be deemed satisfied when the Required Lenders have approved such Lease under Section 6.29 hereof), and (iv) costs for Capital Improvements approved by Administrative Agent, in its sole and absolute discretion; provided, however, that Administrative Agent shall not withhold its consent unreasonably with respect to any costs for Capital Improvements referenced in this clause (iv) if such Capital Improvements are required under applicable Law or are reasonably required for health or safety purposes.

“Approved TILC Costs”: Means (a) Tenant Improvements and Leasing Commissions which are required under Leases expressly approved by Administrative Agent or Required Lenders in accordance with the terms of the Loan Documents, (b) Tenant Improvements and Leasing Commissions which are required under Leases that are deemed approved (or did not require approval) in accordance with the terms of the Loan Documents and which satisfy the Required Leasing Guidelines set forth on Exhibit N, and (c) Tenant Improvements and Leasing Commissions reasonably approved by Administrative Agent which are required under Leases that are deemed approved (or did not require approval) in accordance with the terms of the Loan Documents and which do not satisfy the Required Leasing Guidelines set forth on Exhibit N; it being agreed that the costs described in this clause (c) shall also be subject to the Required Lenders approval to the extent that the Lease under which such costs arise is subject to the Required Lenders approval pursuant to Section 6.29 hereof (which required approval under this definition shall be deemed satisfied when the Required Lenders have approved such Lease under Section 6.29 hereof).

“Availability Amount”: Means, from time to time, (a) the New Availability, minus (b) the aggregate amount of all Advances made on or subsequent to the Effective Date, minus (c) any undisbursed Loan proceeds, if any, that have been cancelled after the Effective Date by the Borrower in writing in accordance with the terms and conditions of this Agreement including, without limitation, the provisions set forth in Section 10.3, provided that in no event shall the Availability Amount be less than $0.

"Borrowing Base Loan Constant": Means the greatest of (i) a loan constant of .0719 (which is based on an interest rate of six percent (6.00%) per annum and principal amortization based on a 30-year amortization schedule), (ii) a loan constant, expressed as a decimal, based on an interest rate of two percent (2.00%) per annum in excess of the Treasury Rate as of the date of calculation, and principal amortization based on a 30-year amortization schedule, as reasonably determined by Administrative Agent, and (iii) the then-current weighted average interest rate on the outstanding Loans as of the date of calculation.

“Capital Improvements”: Means improvements undertaken by Borrower with respect to

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the Project that are required to be capitalized under GAAP and do not constitute Tenant Improvements.

“Cash Sweep Collateral Account”: Has the meaning set forth in Section 7.5(a) of this Agreement.

“Cash Sweep Disbursement”: Has the meaning set forth in Section 7.5(c) of this Agreement.

“Change of Control”: Means (a) (i) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934) of any outstanding direct or indirect membership interests or other ownership interests of Borrower on a fully diluted basis; or (ii) any change in the ownership of any interest held by any of the direct or indirect partners, shareholders or members in Borrower or any Guarantor, any addition to, withdrawal of or other change in the direct or indirect partners, shareholders or members in Borrower or any Guarantor, any addition to, or any sale or transfer of, or other change in the ownership of, any direct or indirect general partnership interest in Borrower or any Guarantor, or any change in the direct or indirect limited partners in, or sale or transfer of any limited partnership interest in, Borrower or any Guarantor, unless said interests are publicly traded, or any change in the manager of Borrower or any Guarantor; provided that (x) the mere acquisition by any Person, or two or more Persons acting in concert, of less than 10% of the outstanding voting shares in KBS Real Estate Investment Trust III, Inc. (the “REIT”) shall not constitute a “Change of Control” under clause (i) or (ii) of this clause (a) and (y) any change in the beneficial ownership of the REIT that does not result in the acquisition by any Person of, or two or more Persons acting in concert, acquiring, 10% of the outstanding voting shares in the REIT shall not constitute a “Change of Control” under clause (i) or (ii) of this clause (a); or (b) any change in the direct or indirect Control of Borrower; or (c) within any twelve-month period, occupation of a majority of the seats (other than vacant seats) on the board of directors of the REIT, Borrower or any Guarantor by Persons who were neither (x) nominated by the board of directors of the REIT, Borrower or such Guarantor nor (y) appointed or approved by directors so nominated.

"Debt Service Coverage Ratio": Means a fraction, the numerator of which is the Annualized Net Operating Income, and the denominator of which is the product obtained by multiplying (a) the outstanding principal balance of the Loan as of the date of calculation (plus, if applicable, the amount of any requested but undrawn New Availability proposed to be advanced hereunder) by (b) the Borrowing Base Loan Constant.

“Defaulting Lender”: Means any Lender that (a) has failed to (i) fund all or any portion of its Pro Rata Share of the Loan within two (2) Business Days of the date such Pro Rata Share was required to be funded hereunder unless such Lender notifies Administrative Agent and Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (ii) reimburse Administrative Agent for its Pro Rata Share of any Protective Advance within two Business Days after notice from Administrative Agent, or (iii) pay to Administrative Agent or any other Lender any other amount required to be paid by such

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Lender hereunder within two (2) Business Days of the date when due, (b) has notified Borrower, Administrative Agent or any other Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund such Lender’s Pro Rata Share hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by Administrative Agent or Borrower, to confirm in writing to Administrative Agent and Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by Administrative Agent and Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become subject of a proceeding under the Bankruptcy Code or any other Debtor Relief Laws of the United States or other applicable jurisdictions from time to time in effect, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation or its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender) upon delivery of written notice of such determination to Borrower and each Lender. Notwithstanding the foregoing, if any Lender is a Defaulting Lender solely under clause (d) above and is a Lender who is generally entitled to issue covered mortgage bonds under German Pfandbrief legislation and is in this capacity (and under the terms of this Agreement) entitled to assign, pledge or otherwise transfer its interest in the Loan to a trustee, administrator, receiver or any Person (or their respective nominees, agent or collateral agents or collateral trustees) in each case in connection with the issuance of covered mortgage bonds under German Pfandbrief legislation (a “Pfandbrief Pledging Lender”), (A) such Lender’s right to participate in the administration of such Lender’s Pro Rata Share of the Loan and otherwise receive payments hereunder, this Agreement or the other Loan Documents as set forth herein solely with respect to such Lender’s Pro Rata share of the Loan, if any, shall not be suspended so long as such Lender (i) continues to meet its monetary obligations under the Loan Documents and (ii) responds to any communication or request within ten (10) Business Days after receipt thereof (or such lesser time as may be required by the Loan Documents), and (B) such Lender shall not be deemed to be a Defaulting Lender for purposes of the definitions of “Required Lenders” and “Simple Majority Required Lenders” so long as such Lender responds to any communication or request within ten (10) calendar days after receipt thereof (or such lesser time as may be required by the Loan Documents). Any Pfandbrief Pledging Lender that is a Defaulting Lender that is still permitted to participate during any period in the

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administration of the Loans and the Loan Documents pursuant to the foregoing sentence and is still meeting all monetary obligations as a Lender under the Loan Documents will be referred to hereinafter as a “Pfandbrief Defaulting Lender” for such period. Notwithstanding the foregoing, and for the avoidance of doubt, except as expressly as set forth in this Agreement the rights and remedies of Non-Defaulting Lenders and of Borrower under this Agreement with respect to Defaulting Lenders shall apply in all respects with respect to any Pfandbrief Defaulting Lender.

“DSCR Trigger Period”: Means a period (a) commencing on a DSCR Testing Date on which the Debt Service Coverage Ratio is less than the Minimum Required Debt Service Coverage Ratio and (b) ending on the earlier of (x) the first subsequent DSCR Testing Date on which the Debt Service Coverage Ratio is equal to or greater than the Minimum Required Debt Service Coverage Ratio and (y) the date on which, pursuant to Section 6.33(a), the Borrower has paid down the outstanding principal amount of the Loan by an amount (as reasonably determined by Administrative Agent, but without paying any prepayment or exit fees other than Swap fees or Swap breakage amounts) sufficient to cause the Debt Service Coverage Ratio to be equal to or greater than the Minimum Required Debt Service Coverage Ratio.

“Effective Date”: Has the meaning defined in Section 7 of the Fourth Modification.

“Equity Interests”: Means all shares, interests or other equivalents, however designated, of or in a corporation, limited liability company, or partnership, whether or not voting, including but not limited to common stock, member interests, partnership interests, warrants, preferred stock, convertible debentures, and all agreements, instruments and documents convertible, in whole or in part, into any one or more of the foregoing.

“Excess Cash Flow”: Means, for any calendar month, an amount equal to: (a) actual gross revenues of Borrower for such calendar month attributable to the Project (including, without limitation, all rentals, service and other fees or charges, license fees, parking fees and other revenues and cash payments of any kind received by Borrower), less, provided that an Event of Default does not exist, (b) an amount equal to (i) actual operating expenses paid by Borrower during such calendar month and attributable to the Project, as set forth in the approved Operating Budget and Business Plan or otherwise reasonably approved by Administrative Agent (provided that, such calculation shall exclude depreciation, amortization, other non-cash items and any amounts payable to affiliates of Borrower), plus (ii) principal and interest paid with respect to the Loan for such calendar month, plus (iii) so long as no Restricted Payment Event shall have occurred which is continuing, Permitted REIT Expenses, plus (iv) so long as no Restricted Payment Event shall have occurred which is continuing, Permitted Asset Management Fees, plus (v) provided no (A) Default relating to a monetary or bankruptcy Event of Default, (B) Default as to which Administrative Agent has given written notice to Borrowers or (C) Event of Default exists under the Loan Documents, Approved Capex Costs and Approved TILC Costs which are otherwise not funded through Advances, plus (vi) legal fees related to the Fourth Modification. For the avoidance of any doubt, if an Event of Default exists, Borrower shall not utilize gross revenues of Borrower or otherwise attributable to the Project for the purposes described in clauses (i) through (vi) above or for any other purpose, and all gross revenues attributable to Borrower and the Project shall be under the control of Administrative Agent in accordance with this Agreement and may be applied by Administrative Agent to the

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Obligations in the order and manner as Administrative Agent may elect, subject to the rights of Lenders as set forth in this Agreement and the other Loan Documents. Notwithstanding anything herein to the contrary, the aggregate amount of Permitted REIT Expenses and Permitted Asset Management Fees set forth in clauses (b)(iii) and (iv) shall not at any time exceed (I) $570,000 during any calendar month and (II) $6,840,000 attributable to each calendar year during the term of the Loan (including any exercise of the Second Option Maturity Date). Additionally, notwithstanding the foregoing, Permitted REIT Expenses and Permitted Asset Management Fees shall be permitted to be paid only after all other actual operating expenses are first paid by Borrower during such calendar month, as set forth in the approved Operating Budget and Business Plan, and with respect to any due and unpaid Permitted REIT Expenses and Permitted Asset Management Fees, no more than two (2) months of due and unpaid Permitted REIT Expenses and Permitted Asset Management Fees (exclusive of deferred asset management fees) during the term and extended term of the Loan may be paid and drawn pursuant to a Cash Sweep Disbursement from the Cash Sweep Collateral Account.

“Existing Facility”: Has the meaning specified in the definition of “Aggregate Commitment”.

“First Option Maturity Date”: Means November 2, 2026.

“Floor”: Means a rate of interest equal to one-half of one percent (0.5%) per annum.

“Fourth Modification”: Means that certain Fourth Modification dated as of December 20, 2024 by and among Borrower, Administrative Agent and the Lenders party thereto.

"Gross Operating Income": Means the sum of any and all (A) Rental Income, excluding any income from any lease if the tenant under such lease (a) is in monetary or other material default (after expiration of any applicable notice and cure periods and except (i) as expressly specified in subsection (d) below or (ii) if the default has not been in effect for more than 30 days beyond the Closing Date for any tenants in default as of the Closing Date and 60 days following the occurrence of any tenant default after the Closing Date, but only if the only notice sent as to such default is a reservation of rights notice (not specifying any particular action will be taken, including without limitation, lease termination or exercise of offset rights) and tenant and Borrower are negotiating (and continue to negotiate) in good faith a cure of such default (including, but not limited to, waiving such default, modifying the lease to cure such default, or taking some other action to bring said lease back into good standing (in each case, to the extent Administrative Agent has consented to such actions or such actions are permitted to be taken under the applicable lease without the consent of Administrative Agent)), (b) is in bankruptcy (unless such tenant has affirmed and assumed its lease obligations in the bankruptcy proceeding), (c) has given notice of termination or otherwise exercised any termination right under the lease (and such lease termination shall be effective within six (6) months from the applicable test date unless the tenant has renewed the lease), but including, without duplication, the annualized rental income for any newly executed leases for such space so long as the tenant under such newly executed lease will commence paying full unabated rent within six (6) months of the applicable test date, or (d) [reserved], and (B) all other normal and recurring (but not extraordinary) cash income accrued during the applicable time period in question from the ownership, use and operation

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of the Project and paid, whether paid in the applicable period of time in question or another, from the ownership, use and operation of the Project.

“Insurance Escrow Account”: Means the deposit account held by Administrative Agent, for the benefit of Administrative Agent and the Lenders, into which Borrower will deposit funds pursuant to Section 7.3.

“Leasing Commissions”: Means market rate brokerage commissions paid by Borrower pursuant to an Approved Lease executed in accordance with the terms and conditions set forth in this Agreement.

“Letter Agreement”: Has the meaning specified in the Fourth Modification.

“Limited Purpose Entity”: Means a Delaware limited liability company, the sole member and manager of which is Guarantor or a subsidiary of Guarantor which is a Limited Purpose Entity, which at all times, unless otherwise approved in writing by the Required Lenders, in each case except as otherwise expressly permitted or required under the Loan Documents:

(a)is not engaged and will not engage in any business unrelated to the purpose of (i) acquiring, developing, owning, holding, leasing, managing and operating the Project; entering into the Loan Documents to which it is a party; subject to this Agreement and the other Loan Documents, selling, transferring or refinancing the Project; and transacting any and all lawful business that is incidental, necessary and appropriate to accomplish the foregoing; or (ii) acquiring, owning and holding direct or indirect Equity Interests in the Borrower; entering into the Loan Documents to which it is a party, if any; and transacting any and all lawful business that is incidental, necessary and appropriate to accomplish the foregoing;

(b)does not have and will not have any assets other than the Project or direct or indirect Equity Interests in the Borrower (and assets related to such Project or Equity Interests that are consistent with the purpose such Limited Purpose Entity is organized for pursuant to clause (a) above);

(c)has not incurred and does not incur any indebtedness or other debt other than its obligations under the Loan Documents to which it is a party, if any, and, in the case of Borrower, (i) non-delinquent trade and operational debt which is (x) incurred in the ordinary course of business, and (y) not evidenced by a note, (ii) non-delinquent operating and equipment leases entered into in the ordinary course, (iii) tenant security deposits, (iv) non‑delinquent, accrued but unpaid real estate taxes and insurance premiums, (v) other trade payables, other than tenant improvements, in respect of operating expenses which are (x) incurred in the ordinary course of business, (y) not evidenced by a note and (z) not more than 60 days delinquent, (vi) obligations in connection with posting a bond required by a Governmental Authority or a utility company and in connection with providing indemnities to title companies, in each case, in connection with the operation of the Project, and (vii) owner’s affidavits and indemnities and similar agreements in connection with the issuance of a title insurance policy or related endorsements requested by Administrative Agent;

(d)has not and will not assume or guarantee or become obligated for the debts of any other

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Person or hold out its credit as being available to satisfy the obligations of any other Person except for its obligations under the Loan Documents to which it is a party, if any;

(e)has not and will not acquire obligations or securities of its members or shareholders or any other Affiliate, except for its obligations under the Loan Documents to which it is a party, if any;

(f)except for its obligations under the Loan Documents to which it is a party and a Permitted Pledge, if any, has not pledged and will not pledge its assets for the benefit of any other Person;

(g)will maintain all of its books, records, financial statements and bank accounts separate from those of any other Person (including, without limitation, any Affiliates), provided, however that the assets of a Limited Purpose Entity may be included in a consolidated financial statement of its Affiliate, provided that (A) appropriate notation will be made on such consolidated financial statements to indicate the separateness of such Limited Purpose Entity from such Affiliate and to indicate that such Limited Purpose Entity’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such assets will also be listed on such Limited Purpose Entity’s own separate balance sheet, which may or may not be part of the consolidated financial statements;

(h)will not commingle its funds or assets with the funds or assets of any other Person;

(i)will observe all organizational formalities, and preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the Laws of the jurisdiction of its organization or formation, and will not amend, modify, terminate or fail to comply with the provisions of its organizational documents;

(j)(i) holds itself out to the public and identifies itself, in each case, as a legal entity separate and distinct from any other Person and not as a division or part of any other Person, (ii) conducts its business solely in its own name, (iii) hold its assets in its own name and (iv) corrects any known misunderstanding regarding its separate identity; and

(k)has not and will not merge into or consolidate with any Person, divide or, to the fullest extent permitted by law, dissolve, terminate, liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure from that in effect on the Effective Date.

"Loan Rate": Means, as of any date, the Term SOFR Based Rate or, if applicable pursuant to Section 2.5, the Base Rate. Notwithstanding anything else to the contrary contained in the Loan Documents, in no event (including during any extension periods) shall the Loan Rate be less than (x) with respect to any portion of the Loan that is subject to a Lender Provided Swap, three percent (3.00%) per annum and (y) in the case of any loan that is not subject to a Lender-Provided Swap, three percent (3.00%) per annum, including, without limitation, any interest rate derived from SOFR and following any Benchmark Transition Event.

“Loan to Value Requirement”: Means that, as of any date of determination, the sum of the then principal balance of the Loan plus the aggregate remaining unfunded amounts of all of the Commitments is, for purposes of (a) [reserved], (b) Section 2.9, less than or equal to 82% of the “as is” value of the Project, (c) [reserved], and (d) any requirements under

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the Security Instrument, less than 82% of the “as is” value of the Project, in each case as determined by Administrative Agent based upon the most recent Appraisal.

“Monthly Shortfall Amount”: Means, for any applicable month, the amount, if any, by which projected Excess Cash Flow (calculated by deducting the items in clauses (b)(i) and (ii) of the definition thereof from gross revenues of the Project) is negative, including but not limited to with respect to property tax and insurance premiums paid by Borrower during such calendar month and attributable to the Project.

“New Availability”: Has the meaning specified in the definition of “Aggregate Commitment”.

“Non-Revolving Portion”: Means, at any time, and from time to time, one hundred percent (100%) of the then Aggregate Commitment (as such Aggregate Commitment may decrease pursuant to the terms of this Agreement).

“Operating Account”: Means the account maintained by Borrower with Administrative Agent into which the gross revenues from the Project are deposited.

"Operating Budget and Business Plan": Means a detailed listing of all anticipated annual income and expenses from and for managing, maintaining and operating the Project, prepared by Borrower or its agent and in form and substance reasonably acceptable to Administrative Agent; provided, that if at any time Borrower makes modifications to an approved Operating Budget and Business Plan in the categories of tenant improvements, lease commissions or capital expenditures and such modifications exceed the amount of any such category by five percent (5%) or more of the aggregate amount allocated to each such category in the Operating Budget and Business Plan, then such modifications to each of those specific categories shall be subject to the approval of the Required Lenders in their reasonable discretion, and otherwise shall only be subject to the approval of the Administrative Agent in its reasonable discretion as set forth above.

“Permitted Asset Management Fees”: Means asset management fees in an amount not to exceed 90% of the management fees allocable to the Project and payable to the Advisor pursuant to Section 8.03 of the Advisory Agreement, as such Advisory Agreement was in effect on September 27, 2024; provided, that the portion of the remaining management fees allocable to the Project and payable to the Advisor as set forth above and which have been deferred shall not be used in the calculation of “Permitted Asset Management Fees” as used herein.

“Permitted REIT Expenses”: Means any REIT-level general and administrative costs and expenses reasonably allocated to the Project, included in the definition of Excess Cash Flow and, in any event, in an amount not to exceed $1.68 per square foot at the Project per annum.

“Permitted Pledge”: Means a direct or indirect pledge of the membership interests, and any or all associated rights, powers, privileges and proceeds, in Borrower and/or Structuring HoldCo to Bank of America, N.A., as administrative agent for the lenders party to the Portfolio Credit Facility (together with any successor agent, “BofA”), as collateral, directly or indirectly, for the obligations under the Portfolio Credit Facility; provided that (i), subject to clause (iii) of this definition, the pledge agreement evidencing such pledge of membership interests and associated rights, powers, privileges and proceeds shall be in

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the form of pledge agreement attached to the Letter Agreement together with the forms of the acknowledgment or confirmation that are attached thereto as exhibits (collectively, the “Approved Pledge Form”), (ii) at least five (5) Business Days prior to any such pledge agreement (such agreement, together with any other documents or instruments entered into in connection with such pledge, are collectively referred to herein as the “Pledge Documents”) and any other Pledge Documents becoming effective, Borrower shall deliver copies of the final unexecuted versions of the Pledge Documents to Administrative Agent for distribution to Lenders, (iii) to the extent that there are any changes to the Pledge Documents that deviate in any manner from the Approved Pledge Form, other than filling in any blanks in the Approved Pledge Form with names, dollar amounts, percentages, dates, addresses or other such information contemplated to be filled in, such changes shall be subject to the prior written approval of Administrative Agent and each of the Lenders, which such approval shall not be unreasonably withheld, conditioned or delayed so long as such changes would not in any respect materially and adversely affect the interests of Administrative Agent and/or any of the Lenders as set forth in the Approved Pledge Form; it being agreed that if any such changes would in any respect materially and adversely affect the interests of Administrative Agent and/or any of the Lenders as set forth in the Approved Pledge Form, then Administrative Agent and each of the Lenders may withhold their respective approval to the Pledge Documents in their respective sole and absolute discretion and (iv) any Pledge Documents entered into in accordance with the foregoing clauses (i), (ii) and (iii), shall not be amended, restated, modified, supplemented, terminated or waived without the Administrative Agent’s and each Lenders’ consent but only to the extent required and in accordance with Section 28.2 of the Approved Pledge Form. Any request for consent to or approval of any Pledge Document or any amendment thereto may be by email and shall include a copy of the proposed Pledge Document or amendment. Such request shall include in bold lettering the following statement: “FIRST NOTICE – THIS IS A REQUEST FOR CONSENT OF THE ADMINISTRATIVE AGENT AND THE LENDERS, WHOSE RESPONSE IS REQUESTED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE REVOLVING AND TERM LOAN AGREEMENT, AS AMENDED, AMONG THE UNDERSIGNED BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS.” If any recipient does not respond to that first request within three (3) Business Days following its receipt thereof (which response may be by e-mail), Borrower may send an additional written request to such recipient with respect to the proposed Pledge Document or amendment, which shall include in bold lettering the following statement “SECOND NOTICE – THIS IS THE SECOND AND FINAL REQUEST FOR CONSENT OF THE ADMINISTRATIVE AGENT AND THE LENDERS, WHOSE RESPONSE IS REQUESTED WITHIN TWO (2) BUSINESS DAYS OF RECEIPT OF THIS SECOND NOTICE PURSUANT TO THE TERMS OF THE REVOLVING AND TERM LOAN AGREEMENT, AS AMENDED, AMONG THE UNDERSIGNED BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS.” If any recipient does not respond to that second request within two (2) Business Days following its receipt thereof (which response may be by e-mail), then such recipient shall be deemed to have approved the applicable Pledge Document or amendment.

Upon any Pledge Documents being entered into (and any amendments, restatements, modifications, supplements, terminations or waivers thereof entered into in accordance with Section 28.2 of the Approved Pledge Form), Borrower shall deliver true and correct copies thereof to the Administrative Agent for distribution to the Lenders, and shall certify that the same comply with all of the requirements of this Agreement for a Permitted Pledge. Borrower shall pay all of Administrative Agent’s and the Lenders’ reasonable costs and

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expenses (including reasonable attorney’s fees and disbursements) incurred in connection with the Pledge Documents (and any amendments, restatements, modifications, supplements, terminations or waivers thereof entered into in accordance with Section 28.2 of the Approved Pledge Form) within five (5) Business Days of demand, but in no event later than the date that any of the foregoing are entered into.

“Permitted Transfer”: Means (a) the entry into a Permitted Pledge in accordance with the terms and provisions of this Agreement, but not the exercise of remedies thereunder that would violate the Standstill Protections (as defined in the Approved Pledge Form) set forth therein or (b) any sale, conveyance, transfer or assignment (but not a pledge), by one or more separate transactions, of direct and indirect ownership interests in Borrower so long as: (i) such sale, conveyance, transfer or assignment is not prohibited by Borrower’s Organizational Documents; (ii) such sale, conveyance, transfer or assignment will not result in a Change of Control; (iii) such sale, conveyance, transfer or assignment will not result in a breach of Borrower’s Limited Purpose Entity covenant set forth in Section 6.44; and (iv) such sale, conveyance, transfer or assignment will not cause a Default or an Event of Default.

“Portfolio Credit Facility”: Means the loan facility arising under that certain Amended and Restated Loan Agreement dated as of November 3, 2021, among KBSIII 60 South Sixth Street, LLC, a Delaware limited liability company, KBSIII Preston Commons, LLC, a Delaware limited liability company, KBSIII Sterling Plaza, LLC, a Delaware limited liability company, KBSIII Towers at Emeryville, LLC, a Delaware limited liability company, KBSIII Ten Almaden, LLC, a Delaware limited liability company, and KBSIII Legacy Town Center, LLC, a Delaware limited liability company, collectively as the borrower, Bank of America, N.A., together with any successor thereto, as the administrative agent, and the lenders from time to time party thereto, as the same heretofore has been, and hereafter may be, amended, modified, extended or renewed from time to time.

“Required Lenders”: Means Non-Defaulting Lenders (including Pfandbrief Defaulting Lenders in compliance with the requirements set forth in the definition of Defaulting Lenders) holding, in the aggregate, not less than sixty-six and two-thirds of one percent (66 ⅔%) of the Aggregate Commitment or, if no such principal amount is then outstanding, not less than sixty-six and two-thirds of one percent (66 ⅔%) of the Commitment Percentages; provided, notwithstanding the foregoing, if at any time there are two or more Non-Defaulting Lenders (including Pfandbrief Defaulting Lenders in compliance with the requirements set forth in the definition of Defaulting Lenders), at least two such Non-Defaulting Lenders holding an aggregate of not less than 66 ⅔% of the Aggregate Commitment shall be required to constitute the Required Lenders. The Commitments and Pro Rata Shares of the Loan of any Defaulting Lender(s) (other than Pfandbrief Defaulting Lenders in compliance with the requirements set forth in the definition of Defaulting Lenders) will be disregarded in determining Required Lenders at any time.

“Restricted Payments”: Means (i) any distribution, dividend or redemption (whether in cash, Equity Interests, or other Property) with respect to any Equity Interest in the Borrower or direct or indirect owners of Borrower, (ii) any payment (whether in cash, Equity Interests or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower or direct or indirect owners of Borrower or

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any option, warrant or other right to acquire any such Equity Interest in the Borrower or any direct or indirect owners of Borrower, or (iii) any other payment by Borrower to the holder of any direct or indirect Equity Interest in Borrower or in any Person that Controls Borrower, including, without limitation, the payment of any asset management fees or general or administrative expenses.

“Restricted Payment Event”: Means any of (a) an Event of Default for which Borrower has received written notice from Administrative Agent and which has not been waived by Administrative Agent in writing, (b) a Default or Event of Default for which Borrower has received written notice from Administrative Agent and which has not been waived by Administrative Agent in writing or cured by Borrower, (c) an occurrence with respect to which Administrative Agent has delivered to a Borrower a reservation of rights letter or similar document reserving Administrative Agent’s right to declare an Event of Default with respect to such occurrence, which right has not been waived by Administrative Agent in writing, or (d) Agent determines in its reasonable discretion that a Monthly Shortfall Amount exists.

"Simple Majority Required Lenders": Means Non-Defaulting Lenders (including Pfandbrief Defaulting Lenders in compliance with the requirements set forth in the definition of Defaulting Lenders) holding, in the aggregate, not less than fifty-one percent (51%) of the Aggregate Commitment or, if no such principal amount is then outstanding, not less than fifty-one percent (51%) of the Commitment Percentages; provided, notwithstanding the foregoing, if at any time there are two or more Non-Defaulting Lenders (including Pfandbrief Defaulting Lenders in compliance with the requirements set forth in the definition of Defaulting Lenders), at least two such Non-Defaulting Lenders holding an aggregate of not less than fifty-one percent (51%) of the Aggregate Commitment shall be required to constitute the Simple Majority Required Lenders. The Commitments and Pro Rata Shares of the Loan of any Defaulting Lender(s) (other than Pfandbrief Defaulting Lenders in compliance with the requirements set forth in the definition of Defaulting Lenders) will be disregarded in determining Simple Majority Required Lenders at any time.

“Structuring HoldCo”: Means, KBSIII REIT Acquisition XI, LLC, a Delaware limited liability company.

“Tax Escrow Account”: Means the deposit account held by Administrative Agent into which Borrower will deposit funds pursuant to Section 7.2.

“Transfer”: Means (i) any direct or indirect sale, conveyance, transfer, encumbrance, mortgage, pledge, lease, or assignment, or the entry into any agreement to sell, convey, transfer, encumber, pledge, lease or assign, whether voluntary or involuntary by law or otherwise, whether or not for consideration or of record, of, on, in or affecting (a) all or part of the Project (including any legal or beneficial direct or indirect interest therein), (b) all or any part of the Collateral, or (c) any direct or indirect interest in Borrower or Structuring HoldCo (including any preferred equity interest, profit interest or rights to distributions of cash), at any tier of ownership, (ii) any direct or indirect Change of Control of Borrower or Structuring HoldCo or (iii) any exercise of remedies under a Permitted Pledge that would violate the Standstill Protections (as defined in the Approved Pledge Form) set forth therein.

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(b)Defined Term “Borrowing Base Amount”. The Loan Agreement is hereby amended by deleting the definition of “Borrowing Base Amount” and each reference to such term in the Loan Agreement.

(c)Principal. Section 2.1(a) (Principal) of the Loan Agreement is hereby amended and restated in its entirety as follows:

“(a) Subject to the terms and conditions hereof, the Lenders severally agree to lend to Borrower (each in accordance with their Pro Rata Shares) and Borrower agrees to borrow from the Lenders, the proceeds of the Loan, from time to time in accordance with the terms hereof until the Maturity Date; provided, however, (i) no Lender will be required to fund more than such Lender's respective Commitment; (ii) the outstanding principal balance of the Loan may not exceed, at any time, the then applicable Aggregate Commitment (taking into account changes in the Aggregate Commitment as provided in this Agreement); and (iii) no Advance shall exceed the then applicable Availability Amount (taking into account changes in the Availability Amount as provided in this Agreement). In no event will the Lenders be obligated hereunder to lend to Borrower more than Borrower has qualified to receive under the terms of this Agreement. Borrower shall also comply with its obligations to pay down the outstanding principal amount of the Loan as provided in Section 6.33. As of the Effective Date, the Aggregate Commitment is $322,000,000 and the Revolving Portion is $0, and the Non-Revolving Portion is initially $322,000,000. Amounts borrowed under the Non-Revolving Portion may not be repaid and reborrowed.”

(d)Principal. Section 2.1(e) (Principal) of the Loan Agreement is hereby amended and restated in its entirety as follows:

“(e) Borrower shall use the proceeds of the New Availability solely for (A) Approved TILC Costs, (B) Approved Capex Costs, (C) Monthly Shortfall Amount at the Project (which Monthly Shortfall Amounts shall be subject to the prior written approval of the Administrative Agent as determined in its discretion), (D) taxes and insurance attributable to the Project or (E) other capital expenditures related to the Collateral for the Project. Advances for other capital expenditures shall be based on an Operating Budget and Business Plan previously submitted to and approved by the Administrative Agent in its discretion (and in no event shall any proceeds of the Loan be used for personal, family or household purposes). Notwithstanding anything to the contrary herein, (i) in no event shall Advances be used for purposes unrelated to the Project or for the payment of any fees or expenses owing to Moelis & Company or fees, expenses and other costs related to the Fourth Modification, (ii) in calculating any Monthly Shortfall Amounts as set forth above, fees, expenses and other costs related to the Fourth Modification shall not be included in any such calculation and REIT-level general and administrative costs and expenses and asset management fees (including but not limited to Permitted REIT Expenses and Permitted Asset Management Fees) shall not be included in any such calculation as an expense and (iii) in no event shall Borrower have the right to request an Advance for the purposes set forth above if there are sufficient funds in excess of $1,000,000 on deposit in the Cash Sweep Collateral Account for payment of same.”

(e)Principal. Section 2.1(f) and (g) (Principal) of the Loan Agreement are hereby amended by deleting each clause in its entirety.

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(f)First Extension of Maturity Date. Section 2.8 (First Extension of Maturity Date) of the Loan Agreement is hereby amended and restated in its entirety as follows:

“Section 2.8 First Extension of Maturity Date. As of the Effective Date, the Maturity Date shall be extended to the First Option Maturity Date.”

(g)Second Extension of Maturity Date. Section 2.9 (Second Extension of Maturity Date) of the Loan Agreement is hereby amended and restated in its entirety as follows:

“Section 2.9 Second Extension of Maturity Date. At the option of Borrower, the First Option Maturity Date may be extended for a period of twelve (12) months to November 2, 2027 ("Second Option Maturity Date") if all of the following conditions are satisfied, in the discretion of Administrative Agent, as to such extension:

(a)Borrower has given written notice of its request for an extension to Administrative Agent by no earlier than 120 days and by no later than 45 days prior to the First Option Maturity Date;

(b)On or prior to the First Option Maturity Date, Borrower pays to Administrative Agent the Extension Fee, for the ratable benefit of the Lenders, and all other Fees due and payable to Administrative Agent hereunder and under the other Loan Documents, together with all costs and expenses incurred by or on behalf of Administrative Agent in connection with such extension, including appraisal fees, internal or external appraisal review fees, inspection fees, legal fees, survey costs, costs of environmental studies and reports, and such other professional services, any of which Administrative Agent requires or are deemed necessary by Administrative Agent pursuant to Administrative Agent's or any Lender's internal policies or pursuant to applicable Laws, rules or regulations; the payment by Borrower of these costs and expenses will not be credited, in any way or to any extent, against any portion of the outstanding balance of the Loan;

(c)As of the date of request and on the First Option Maturity Date there exists no Default or Event of Default;

(d)As of the First Option Maturity Date, the outstanding principal balance of the Loan shall not exceed the then current Aggregate Commitment (based on evidence satisfactory to Administrative Agent, including updated Appraisals of the Projects commissioned by Administrative Agent and approved by Administrative Agent and Lenders); provided, however, if the outstanding principal balance of the Loan exceeds the then current Aggregate Commitment, Borrower shall pay down the outstanding principal balance of the Loan on or prior to the First Option Maturity Date to an amount equal to or less than the Aggregate Commitment;

(e)Administrative Agent has obtained, at Borrower’s sole cost and expense, an Appraisal, which Appraisal must evidence compliance with the Loan to Value Requirement; provided that, in the event the Loan to Value Requirement is not satisfied, Borrower will have the option to (i) pay down the principal balance of the Loan in accordance with Section 2.4 hereof, and/or (ii) to agree to cancel the unfunded portion, if any, of the Aggregate Commitment, in such an amount as is necessary to satisfy the Loan to Value Requirement, in which event each Lender’s Commitment will automatically be reduced by such Lender’s Pro Rata Share of the total reduction in the Aggregate Commitment;

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(f)The Debt Service Coverage Ratio, calculated as of the most recent DSCR Testing Date is greater than or equal to 1.25:1.00; provided that, in the event that such Debt Service Coverage Ratio requirement is not satisfied, Borrower will have the option to (i) pay down the principal balance of the Loan in accordance with Section 2.4 hereof, and/or (ii) to agree to cancel the unfunded portion, if any, of the Aggregate Commitment, in such an amount as is necessary to satisfy such Debt Service Coverage Ratio requirement, as such amount is reasonably determined by Administrative Agent, in which event each Lender’s Commitment will automatically be reduced by such Lender’s Pro Rata Share of the total reduction in the Aggregate Commitment;

(g)Borrower shall be in compliance with the financial covenants contained in the Loan Documents; Guarantor shall be in compliance with all of the financial covenants set forth in the Guaranty, and Administrative Agent shall have received a certificate from Guarantor certifying such compliance and such other information reasonably required by Administrative Agent to confirm that Guarantor is in compliance with such financial covenants to the extent such information is required pursuant to Section 6.15 below;

(h)Borrower causes to be delivered to Administrative Agent, for the benefit of itself and the Lenders, at Borrower’s expense, an endorsement to or reissuance of the Title Policy bringing current the effective date of such coverage and stating that the coverage afforded by the Title Policy is not affected because of such extension, subject only to the Permitted Encumbrances; and

(i)Administrative Agent and the Lenders shall have completed all applicable flood hazard reviews necessary in connection with the extension of the maturity of the Loan to the Second Option Maturity Date.

In the event that, for any reason, Borrower fails to satisfy all of the foregoing conditions, the Loan will mature and be due and payable in full on the First Option Maturity Date.

For the purposes of clause (f) above, the Debt Service Coverage Ratio shall be calculated based on the outstanding principal balance of the Loan plus the undrawn New Availability, unless the New Availability has been cancelled upon the First Option Maturity Date.

(h)No Obligation to Close or Advance. Section 3.1 (No Obligation to Close or Advance) of the Loan Agreement is hereby amended and restated in its entirety as follows:

“Section 3.1 No Obligation to Close or Advance. No Lender is required to make any Advance until all of the requirements and conditions set forth in this Article III have been completed and fulfilled, at Borrower’s sole cost and expense. At any time from and after the Closing Date through and including the day immediately prior to the Maturity Date (the “Availability Period”), provided that all of the terms and conditions set forth in this Article III have been satisfied or waived in writing by Administrative Agent, Borrower shall have the right to request and receive, from time to time, an additional Advance of the Loan in connection with the New Availability, that (a) does not exceed the then existing Availability Amount and (b) when added to the existing outstanding principal balance of the Loan, does not exceed the then existing Aggregate Commitment.”

(i)Conditions Precedent to All Advances. Section 3.1 (No Obligation to Close or Advance) and Section 3.4(c) and (d) (Conditions Precedent to All Advances) of the Loan Agreement are hereby amended and restated in their entirety as follows:

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“(c) (i) Such requested Advance shall constitute the only Advance for any calendar month, and more than one (1) Advance during any calendar month shall not be permitted, (ii) there are insufficient funds in the Cash Sweep Collateral Account otherwise to fund the requested Advance; provided, that if there is less than $1,000,000 in the Cash Sweep Collateral Account, then Borrower will have the option to draw upon the Availability Amount to fund the Advance, and (iii) all other applicable conditions set forth in Section 7.5(c) have been satisfied with respect to such requested Advance.

(d) Both before and after giving effect to the requested Advance, the Debt Service Coverage Ratio shall be not less than the Minimum Required Debt Service Coverage Ratio.”

(j)Disbursement from the Tenant Improvement Allocation; Revolving Availability of Tenant Improvement Allocation. Sections 3.5 and 3.6 (Additional Conditions to Each Disbursement from the Tenant Improvement Allocation; Revolving Availability of Tenant Improvement Allocation) are hereby amended and restated in their entirety as follows:

“Section 3.5 [Reserved].

Section 3.6 [Reserved].”

(k)General. Section 4.1(e) (General) of the Loan Agreement is hereby amended and restated in its entirety as follows:

“(e) In no event shall Administrative Agent and the Lenders have any obligation to make any Advance on or after the Effective Date if the requested Advance would exceed the then existing Availability Amount.”

(l)Aggregate Commitment; Availability Amount. Section 4.5 (Availability Amount) of the Loan Agreement is hereby amended and restated in its entirety as follows:

“Section 4.5 Aggregate Commitment; Availability Amount. Subject to the provisions of Section 6.33, Borrower will at all times cause the outstanding principal balance of the Loan not to exceed the Aggregate Commitment, and the Lenders will have no obligation to make any Advance of Loan proceeds if (a) the requested Advance exceeds the then existing Availability Amount or (b) after giving effect to the requested Advance the outstanding principal amount of the Loan would exceed the Aggregate Commitment .”

(m)Transfers. The Loan Agreement is hereby amended by deleting Section 6.9(a) in its entirety and replacing Section 6.9(a) with the following language:

“(a) Borrower may not voluntarily, involuntarily or by operation of law agree to, cause, suffer or permit: (i) any Transfer; or (ii) any mortgage, pledge, encumbrance or Liens to be outstanding against the Land, the Improvements or the Equipment or any portion thereof, or any security interest to exist therein, except, with respect to clauses (i) and (ii), (A) as created by the Security Instrument and the other Loan Documents which secure the Notes, (B) Permitted Encumbrances, (C) Leases approved or deemed approved by Administrative Agent and, if applicable, the Required Lenders (to the extent such approval is required) and Leases not requiring Administrative Agent's or, if applicable, the Required Lenders’ approval, (D) a Permitted Pledge and (E) any Permitted Transfer. Consent by

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Administrative Agent and the Lenders to one Transfer will not be deemed to be a waiver of the right to require consent to future or successive Transfers.”

(n)REIT Conversion. The Loan Agreement is hereby amended by deleting each of the following in their entirety: (i) the definition for “REIT Conversion” in Section 6.9 of the Loan Agreement, (ii) each reference to “(or the surviving entity of any REIT Conversion)” in Section 6.9 of the Loan Agreement, and (c) the provisions in Section 6.9(b).

(o)Reporting Requirements. Section 6.15 (Reporting Requirements) of the Loan Agreement shall be amended by deleting “Quarterly calculation of the Availability Amount and Borrowing Base Amount, and,” from clause (a)(2) and adding a new clause (c) and clause (d) as follows:

“(c) In addition to the reporting required under clauses (a) and (b) above, within thirty (30) days after each calendar month, Borrower shall provide Administrative Agent with (i) monthly operating statements and liquidity reporting and (ii) financial statements regarding the Project and copies of any newly executed leases thereto from the prior calendar month, each in form and substance reasonably satisfactory to Administrative Agent.

(d) Promptly upon sending or receipt thereof, Borrower shall provide Administrative Agent with any notices sent or received under the Pledge Documents (and Administrative Agent agrees to promptly send to Lenders copies of all such notices that it receives from Borrower as well as any other notices that Administrative Agent receives from the Pledgee under the Pledge Documents). In addition, in connection with the Pledge Documents, Borrower and each Lender agrees that the Administrative Agent may from time to time to provide information concerning the status of the Loan, the Obligations or the Project to BofA, in its capacity as administrative agent under the Portfolio Credit Facility and that BofA may from time to time to provide information concerning the status of the obligations under the Portfolio Credit Facility or the properties secured thereby to the Administrative Agent and the Lenders.”

(p)Distributions. Section 6.25 (Restricted Payments) of the Loan Agreement is hereby amended and restated in its entirety as follows:

“Section 6.25 Restricted Payments.

(a) Borrower will not, and will not permit Guarantor, or any direct or indirect member or owner of Borrower or Guarantor, to make any Restricted Payments, without the prior written consent of the Required Lenders, except (i) provided no Restricted Payment Event exists, payment of Permitted REIT Expenses, (ii) provided no Restricted Payment Event exists, payment of Permitted Asset Management Fees (with any remaining asset management fees being deferred until the Obligations are paid in full), (iii) provided no Event of Default exists, Guarantor or another entity at the upper-tier REIT level (but not Borrower or its Subsidiaries) may make Restricted Payments as necessary for REIT to maintain its status as a real estate investment trust for federal income tax purposes and to avoid any liability for federal (and, if applicable state) income or excise taxes, and (iv) if an Event of Default exists, with the prior written consent of the Required Lenders, Guarantor or another entity at the upper-tier REIT level (but not Borrower or its Subsidiaries) may make Restricted Payments as necessary for REIT to maintain its status

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as a real estate investment trust for federal income tax purposes and to avoid any liability for federal (and, if applicable state) income or excise taxes.

(b) Without the prior written consent of the Required Lenders, Borrower will not, and will not permit any other Subsidiary or Guarantor, or any direct or indirect member or owner of any Subsidiary, Borrower or Guarantor to, make any Restricted Payments during the existence of any Restricted Payment Event.

(q)Related Party Transactions. Section 6.28 (Related Party Transactions) of the Loan Agreement is amended by appending, as a new sentence thereto, the following: “Notwithstanding the foregoing, Borrower and Structuring HoldCo may enter into an acknowledgment, consent or similar document or instrument related to any pledge of the Equity Interests in Borrower or Structuring HoldCo that is a Permitted Pledge ; provided that, unless such acknowledgment or confirmation is in the form attached as an exhibit to the Approved Form (with no changes thereto other than filling in any blanks in such forms with dollar amounts, dates, names, addresses or other notice information, or any other ministerial information), the consent of Administrative Agent and the Lenders has been obtained in accordance with the terms provided for in the definition of “Permitted Pledge” or in Section 28.2 of the Approved Pledge Form to the extent required as set forth therein.”

(r)Lease Approval Rights. Section 6.29 (Lease Approval Rights) of the Loan Agreement is hereby amended and restated in its entirety as follows:

“Section 6.29 Lease Approval Rights. Except as specified below, Borrower shall not enter into, amend or modify any lease covering any portion of the Project without Administrative Agent's prior written consent, in Administrative Agent's reasonable discretion, and shall furnish to Administrative Agent, upon execution, a fully executed copy of each such lease entered into by Borrower, together with all exhibits and attachments thereto and all amendments and modifications thereof. For leases that require Administrative Agent approval as set forth below, Borrower shall provide Administrative Agent with a copy of the Letter of Intent ("LOI") for each proposed lease and, to the extent available, with financial information on the proposed tenant to aid Administrative Agent in determining whether it will consent thereto. Administrative Agent may declare any future leases with key tenants at the Project to be prior or subordinate to the Security Instrument encumbering the Project, at Administrative Agent's sole option, and Borrower shall use commercially reasonable efforts to obtain SNDAs to achieve such subordination. Subject to the terms hereof, a proposed LOI shall be deemed approved by Administrative Agent unless Administrative Agent disapproves such LOI in writing within seven (7) Business Days (and within ten (10) Business Days if the LOI requires approval of Required Lenders) after such LOI is submitted to Administrative Agent or the Required Lenders, as the case may be, for approval. Upon approval (or deemed approval) of the LOI, subject to the terms hereof, no further approval will be required by Administrative Agent or the Required Lenders, as the case may be, and Administrative Agent or the Required Lenders, as the case may be, will have granted its consent to the lease that results from the LOI so long as such lease is on a lease form reasonably approved by Administrative Agent or the Required Lenders, as the case may be, (with no material changes which have not been approved by Administrative Agent in writing, provided that such lease form may be modified to address

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customary lease modifications in the marketplace), and the business terms in the lease are not materially different from the terms outlined in the approved (or deemed approved) LOI and such lease otherwise qualifies as an Approved Lease.

Notwithstanding the first paragraph of this Section 6.29, Borrower shall provide to Administrative Agent copies of all Leases, which Leases shall be subject to the Required Leasing Guidelines set forth in Exhibit N attached hereto and by this reference incorporated herein. Administrative Agent’s written approval for any Lease shall be required prior to entering into any new or modification of Leases if (i) a Default or an Event of Default has occurred and is continuing, (ii) such Lease is for > 25,000 square feet or does not conform with the requirements of the proposed amendment and Required Leasing Guidelines (rent, abatement, tenant improvements, term, etc.), or (iii) such Lease is for < 25,000 square feet and does not satisfy the Required Leasing Guidelines as reasonably determined by Administrative Agent and set forth on Exhibit N attached hereto and by this reference incorporated herein. Notwithstanding the foregoing, Borrower may enter into, amend or modify any Lease covering any portion of the Property without Administrative Agent’s written approval for any Lease that is less than 25,000 square feet and satisfies the Required Leasing Guidelines. For the avoidance of confusion, Required Lender approval shall be required (i) with respect to any new or modified Leases if the Loan is in Default and the proposed Lease is greater than a single floor in terms of square footage and (ii) with respect to any changes to the Required Leasing Guidelines.

Borrower shall use commercially reasonable efforts to obtain SNDAs and estoppel statements, in form and substance reasonably satisfactory to Administrative Agent, as to those leases and tenants requested by Administrative Agent, within thirty (30) days of Administrative Agent's request.”

(s)Single Purpose Entity Provisions. Section 6.30 (Single Purpose Entity Provisions) of the Loan Agreement is hereby amended and restated in its entirety as follows:

“Section 6.30 [Reserved].”

(t)Swap. Section 6.31(a) (Swap) of the Loan Agreement is hereby amended and restated in its entirety as follows:

“(a) On and after the Effective Date, notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, Borrower shall not enter (and shall not permit or cause Guarantor to enter) into any Swaps. Guarantor’s performance of obligations and exercise of rights with respect to the Swaps previously entered into by Guarantor prior to the Effective Date shall not be deemed to violate this Section 6.31(a).”

(u)Mandatory Principal Payments. Section 6.32 (Mandatory Principal Payments) of the Loan Agreement is hereby deleted.

(v)Minimum Required Debt Service Coverage Ratio. Section 6.33 (Minimum Required Debt Service Coverage Ratio) of the Loan Agreement is hereby amended and restated in its entirety as follows:

“Section 6.33 Minimum Required Debt Service Coverage Ratio. Subject to the following provisions of this Section 6.33, (i) commencing on the December 31, 2024

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calendar quarter reporting period through the September 30, 2026 calendar quarter reporting period, Borrower shall maintain a Debt Service Coverage Ratio of not less than 1.15 to 1.0 and (ii) commencing on the December 31, 2026 calendar quarter reporting period and thereafter, Borrower shall maintain a Debt Service Coverage Ratio of not less than 1.25 to 1.0 (each required Debt Service Coverage Ratio set forth in clause (i) and clause (ii), as applicable, is referred to herein as the “Minimum Required Debt Service Coverage Ratio”) tested as of the end of each calendar quarter and monthly upon the occurrence and during the continuance of any Event of Default (each a “DSCR Testing Date”) (in the manner provided for in the definition of Debt Service Coverage Ratio) during the term of the Loan.

(a) Notwithstanding the foregoing or anything else contained herein which may be construed to the contrary, in the event that the Debt Service Coverage Ratio ever falls below the Minimum Required Debt Service Coverage Ratio, Borrower shall, within thirty (30) days of written demand by Administrative Agent (which demand Administrative Agent shall deliver to Borrower upon Administrative Agent becoming aware that the Minimum Required Debt Service Coverage Ratio is not satisfied or if any Lender requests Administrative Agent to deliver such demand following any Lender becoming aware that the Minimum Required Debt Service Coverage Ratio is not satisfied), pay down the outstanding principal amount of the Loan by an amount (as reasonably determined by Administrative Agent, but without paying any prepayment or exit fees other than Swap fees or Swap breakage amounts) sufficient to cause the Debt Service Coverage Ratio to be equal to or greater than the Minimum Required Debt Service Coverage Ratio. Borrower’s failure to comply with this Section 6.33(a) shall constitute an immediate Event of Default.

(w)Lease Termination Account. Section 6.40 (Lease Termination Account) of the Loan Agreement is hereby amended and restated in its entirety as follows:

“Section 6.40 Lease Termination Funds. Borrower shall deposit with Administrative Agent within two (2) Business Days following the date of Borrower’s receipt thereof any and all termination fees or other similar funds paid by a tenant in connection with such tenant’s election to exercise an early termination option contained in its respective Lease or otherwise (the “Termination Fee Deposit”). At Administrative Agent’s request, Borrower shall promptly confirm (and in any event, within ten (10) Business Days) whether any such terminations have occurred. Each Termination Fee Deposit shall be deposited into the Cash Sweep Collateral Account and thereafter constitute funds in the Cash Sweep Collateral Account and subject to all of the terms and conditions set forth in this Agreement and the other Loan Documents with respect thereto, including but not limited to those set forth in Section 7.5(c) for a Cash Sweep Disbursement from the Cash Sweep Collateral Account.”

(x)Milestones. The following is hereby added to the Loan Agreement as a new Section 6.42:

“Section 6.42 Milestones.

(a) On or prior to August 31, 2027, Borrower shall deliver to Administrative Agent a term sheet for a refinancing or a sale of Borrower, the Project or its other assets, which term

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sheet shall provide for net proceeds sufficient to pay the Loan and all other Obligations in full by the Second Option Maturity Date.

(b) If Borrower has delivered a term sheet for a sale of Borrower, the Project or its other assets in accordance with paragraph (a) above, then on or prior to September 30, 2027, Borrower shall deliver to Administrative Agent an executed purchase and sale agreement for such sale, which purchase and sale agreement shall provide for a closing of such transaction by no later than the Second Option Maturity Date and for net proceeds sufficient to pay the Loan and all other Obligations in full on or prior to the Second Option Maturity Date.”

(y)FTI and Moelis Access. The following is hereby added to the Loan Agreement as a new Section 6.43:

“Section 6.43 FTI and Moelis Access. Subject to reasonable scheduling modifications, and only to the extent Borrower or any parent entity of Borrower or Guarantor or other Affiliate of either of them maintains the engagement of Borrower’s financial advisor, FTI Consulting, Inc. (“FTI”), and/or Borrower’s investment banker, Moelis & Company (“Moelis”) (or any entity that replaces either FTI or Moelis, as applicable), on a weekly basis ((but not more frequently than four (4) times per calendar month) from and after the Effective Date through the Maturity Date, Borrower shall cause FTI and/or Moelis (or any such replacement thereof), as applicable, to hold a meeting (telephonically with reasonable notice prior thereto at times during normal business hours as may be reasonably agreed between FTI and/or Moelis (or any such replacement thereof) and Administrative Agent) with Administrative Agent, Ankura Consulting and FTI and/or Moelis (or any such replacement thereof), as applicable, regarding Borrower’s and the Project’s financial results, operations and other business developments, developments with respect to Borrower’s and Guarantor’s restructuring process and the milestones set forth in Section 6.42.” Administrative Agent shall provide the Lenders with quarterly updates as to the matters discussed in such meetings. In addition, Administrative Agent shall promptly notify the Lenders of any material updates related to the Borrower, Guarantor or Project discussed in such meetings, including any bankruptcy related proposals or actions discussed in such meetings.

(z)Limited Purpose Entities. The following is hereby added to the Loan Agreement as a new Section 6.44:

“Section 6.44 Limited Purpose Entities. Borrower and Structuring HoldCo shall, and Borrower shall cause Structuring HoldCo to, maintain its status as a Limited Purpose Entity.”

(aa)Passive Holding Company. The following is hereby added to the Loan Agreement as a new Section 6.45:

“Section 6.45 Passive Holding Company. Borrower shall not cause, permit or suffer the Structuring HoldCo to conduct, transact or otherwise engage in any active trade or business or operations or incur any indebtedness or other liability other than, directly or indirectly, through Borrower, nor own any assets other than direct or indirect Equity Interests in Borrower.

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(bb)Required Accounts. Article VII (Covenants Regarding Required Accounts; Security Agreement) of the Loan Agreement is hereby amended and restated in its entirety as follows:

“During the term of the Loan, Borrower will maintain the following accounts (“Required Accounts”) :

Section 7.1 [Reserved].

Section 7.2 Tax Escrow Account. Upon the occurrence of an Event of Default and any time thereafter, even if such Event of Default has been cured, Administrative Agent may (and, if so requested to do by the Required Lenders, shall) require Borrower to deposit with Administrative Agent in the Tax Escrow Account an amount each month equal to 1/12th of the aggregate amount which Administrative Agent estimates will be required to pay the annual amount required to pay Taxes. The purpose of this provision is to provide sufficient funds on hand for Administrative Agent to pay the Taxes. If the funds so deposited are insufficient to pay the Taxes when the same will become due and payable, Borrower will provide such additional funds as may be necessary to pay the Taxes in full. If Borrower is not required to make payments into the Tax Escrow Account, Borrower must provide evidence to Administrative Agent that the Taxes have been paid within 10 days after making such payment.

Section 7.3 Insurance Escrow Account. Upon the occurrence of an Event of Default and at any time thereafter, even if such Event of Default has been cured, Administrative Agent may (and, if so requested to do by the Required Lenders, shall) require Borrower to deposit with Administrative Agent in the Insurance Escrow Account, an amount each month equal to 1/12th of the amount which Administrative Agent estimates will be required to make the aggregate annual payments of the premiums for the policies of insurance required by this Agreement (“Insurance Premium”). The purpose of this provision is to provide sufficient funds on hand for Administrative Agent to pay all the Insurance Premiums 30 days before the date on which they become past due. Borrower must provide any additional funds as are necessary to make up any deficiencies in amounts necessary to pay the Insurance Premiums when due. If Borrower is not required to make payments into the Insurance Escrow Account, Borrower will provide evidence to Administrative Agent that the Insurance Premiums have been paid before coverage can be canceled for nonpayment.

Section 7.4 Operating Account. Borrower agrees to open and maintain an Operating Account for the Project at Administrative Agent. Borrower must at all times deposit, or cause to be deposited, all gross revenues and other income from the Project into the Operating Account in accordance with the Operating Budget and Business Plan. Withdrawals by Borrower from such Operating Account may be made if no Event of Default exists for the payment of Operating Expenses and for costs and expenses of the Project in accordance with the Operating Budget and Business Plan. Borrower shall not maintain any other operating or deposit account, other than accounts that (following any post-closing period) are pledged to the Administrative Agent for the benefit of the Lenders in accordance with this Agreement. Borrower shall not make any withdrawals from the Operating Account upon the occurrence and during the continuance of an Event of Default, provided, however, that, with the prior consent of the Administrative Agent, Borrower may request withdrawals from the Operating Account for the payment of Operating Expenses;

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provided, further, however, that the prior consent of the Simple Majority Required Lenders (which such consent may be communicated by such Simple Majority Required Lenders via email to the Administrative Agent) shall also be required if, upon the occurrence and during the continuance of an Event of Default, such requested withdrawals from the Operating Account for Operating Expenses (exclusive of any real estate taxes) exceed the Operating Budget and Business Plan by a cumulative annual variance of at least $2,000,000 or more in the aggregate.

Section 7.5 Cash Sweep.

(a)A cash flow sweep will be implemented beginning on December 1, 2024, and on or before the twentieth (20th) day of each calendar month thereafter during the term of the Loan (or, if any such day is not a Business Day, the next Business Day thereafter), Borrower shall deliver to Administrative Agent (i) 100% of Excess Cash Flow for the Project from the prior calendar month by depositing such funds directly into a cash collateral account maintained with Administrative Agent in the name of Borrower (the “Cash Sweep Collateral Account”), and (ii) a detailed calculation of such Excess Cash Flow to be deposited in the Cash Sweep Collateral Account, in a form satisfactory to Administrative Agent, together with an income statement, operating statement, rent roll, and such other supporting statements, information and documentation that Administrative Agent may request to verify Borrower’s calculation of Excess Cash Flow. Absent an Event of Default, subject to the satisfaction of the requirements in Section 7.5(c) hereof, any cash swept shall be available for (A) Approved TILC Costs, (B) Approved Capex Costs, (C) the Monthly Shortfall Amount, and (D) without limiting the foregoing clause (C), taxes and insurance attributable to the Project. In no event shall any cash swept be available to be used for the payment of any fees or expenses owing to Moelis & Company or, except as otherwise set forth in Section 7.5(c), for any asset management fees or REIT-level general and administrative costs and expenses. At Borrower’s option, and subject to Administrative Agent’s reasonable approval and the satisfaction of all applicable advance conditions set forth in this Agreement (including, without limitation, the condition that no Event of Default is then continuing), based on receipt of evidence delivered by Borrower of a demonstrated operating shortfall, such escrow accounts referenced in Sections 7.2 and 7.3 may be funded with a portion of the proceeds of the New Availability such that when combined with future projected monthly reserve deposits there will be sufficient funds within the reserve account(s) to pay for real estate taxes and allocated insurance expense when such payments are due.

(b)Borrower has established the Cash Sweep Collateral Account with Administrative Agent for the deposit of the monthly payments of Excess Cash Flow. Borrower shall maintain the Cash Sweep Collateral Account at all times. All interest (if any) earned on sums on deposit in the Cash Sweep Collateral Account shall be credited to such account. Borrower agrees that Borrower shall include all interest and earnings on any such deposit as its income (and, if Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may be), and it shall be the owner of all funds on deposit in the Cash Sweep Collateral Account for federal and applicable state and local tax purposes. Borrower hereby assigns, pledges, and grants to Administrative Agent, for the ratable benefit of the Lenders, a first-priority security interest in and lien on the Cash Sweep Collateral Account and all amounts from time to time held in or credited to the Cash Sweep Collateral Account, and any proceeds thereof, as security for the Obligations.

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Subject to the terms and conditions of this Section 7.5 and the other provisions of the Loan Documents, the Cash Sweep Collateral Account shall be subject to the sole dominion, control and discretion of Administrative Agent, but Administrative Agent shall have no fiduciary duty with respect to such account or any funds on deposit therein. All funds in the Cash Sweep Collateral Account shall be used in compliance with the terms, covenants, conditions and provisions of this Agreement. Under no circumstance may funds be withdrawn from the Cash Sweep Collateral Account without the prior written consent of Administrative Agent and if funds are withdrawn from the Cash Sweep Collateral Account in a larger amount than is approved by Administrative Agent, Borrower shall promptly return the excess to the Cash Sweep Collateral Account upon written request by Administrative Agent.

(c)Subject to satisfaction of the following requirements, only once during any calendar month, Borrower will be permitted to request to withdraw funds from the Cash Sweep Collateral Account (and Administrative Agent shall release such funds within five (5) Business Days of Borrower’s request thereof) (each a “Cash Sweep Disbursement”) to pay or, provided such costs were not paid out of actual gross revenues of Borrower attributable to the Project, reimburse the applicable payor for (A) Approved TILC Costs, (B) Approved Capex Costs, (C) the Monthly Shortfall Amount, (D) without limiting the foregoing clause (C), taxes and insurance attributable to the Project and (E) provided that after giving effect to such Cash Sweep Disbursement, there will be no outstanding Approved TILC Costs, Approved Capex Costs or Monthly Shortfall Amount or other operating expenses, (x) repayments of the Loan including pursuant to Section 2.4 or 6.33 and (y) previously unpaid Permitted Asset Management Fees and Permitted REIT Expenses for no more than a total of two (2) calendar months over the term and extended term from the Cash Sweep Collateral Account:

(i)all representations and warranties in the Loan Documents remain true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which representations and warranties shall be true and correct in all respects, and excepting any changes in circumstances which would not constitute a Default or an Event of Default);

(ii)no (A) Default relating to a monetary or bankruptcy Event of Default, (B) Default as to which Administrative Agent has given written notice to Borrower, (C) Event of Default, or (D) DSCR Trigger Period exists under the Loan Documents;

(iii)Administrative Agent shall have approved a written Draw Request delivered by Borrower to Administrative Agent for the requested Cash Sweep Disbursement, which Draw Request shall specify the amount and purposes of such Cash Sweep Disbursement requested (which may include one or more of taxes and insurance attributable to the Project, Approved TILC Costs, Approved Capex Costs, the Monthly Shortfall Amount and Loan repayments), and such Draw Requests not to be delivered more than one time per month;

(iv)each Draw Request for a Monthly Shortfall Amount shall include a calculation of the Monthly Shortfall Amount in detail reasonably acceptable to

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Administrative Agent and all amounts so drawn shall be used to reduce the amount by which Excess Cash Flow is negative;

(v)each Draw Request shall include Borrower’s confirmation that (A) all representations and warranties in the Loan Documents remain true and correct in all material respects (except for these representations and warranties that are qualified by materiality, which representations and warranties shall be true and correct in all respects, and excepting any changes in circumstances which would not constitute an Event of Default), (B) to Borrower’s actual knowledge, no Default or Event of Default exists under the Loan Documents, (C) to Borrower’s actual knowledge, all conditions to the applicable Cash Sweep Disbursement from the Cash Sweep Collateral Account, are satisfied, and (D) each Cash Sweep Disbursement will be applied for payment of, or (provided such costs were not paid out of actual gross revenues of Borrower attributable to the Project) reimbursement for payment of, taxes and insurance attributable to the Project, the Approved TILC Costs, Approved Capex Costs, Monthly Shortfall Amount and/or Loan repayment amount for which such Cash Sweep Disbursement has been requested;

(vi)each Draw Request for Approved TILC Costs that are Leasing Commissions shall be accompanied by evidence reasonably satisfactory to Administrative Agent that such Leasing Commissions are then due and payable or have been properly paid, including, if required by Administrative Agent, receipts, lien waivers and/or releases from the party or parties entitled to all or any portion of such Leasing Commissions;

(vii)each Draw Request for Approved TILC Costs that are Tenant Improvements or Capital Improvements shall, if required by Administrative Agent and to the extent applicable, be set forth on AIA Forms G702 and G703 or another form reasonably approved by Administrative Agent, and shall be accompanied by (A) invoices, receipts or other evidence reasonably satisfactory to Administrative Agent verifying the costs for which funds are being requested, and (B) if required by Administrative Agent, affidavits, lien waivers and/or releases from all parties who furnished materials and/or services in connection with the requested payment, provided that a Cash Sweep Disbursement for Approved TILC Costs under a specified Lease or for Capital Improvements may, at Borrower’s election, be made periodically as construction progresses;

(viii)with respect to each Draw Request for Approved TILC Costs that are Tenant Improvements or Capital Improvements (or for each periodic payment thereof), Administrative Agent may require an inspection of the applicable Project in order to verify completion of Tenant Improvements or Capital Improvements as a condition to any such Cash Sweep Disbursement (or periodic payment thereof); and

(ix)Administrative Agent shall not be obligated to allow the final Cash Sweep Disbursement for Tenant Improvements under a given Lease or the final Cash Sweep Disbursement for any Capital Improvements unless the following

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conditions shall have been satisfied, to the extent required by Administrative Agent:

A.Administrative Agent shall have received such evidence as Administrative Agent may reasonably require that construction has been completed in a good and workmanlike manner, in accordance with applicable requirements of all Governmental Authorities and substantially in accordance with plans and specifications reasonably satisfactory to Administrative Agent;

B.to the extent required by applicable Governmental Authorities for the use and occupancy of the applicable improvements, certificates of occupancy and other applicable permits and releases shall have been issued with respect thereto and copies thereof shall have been furnished to Administrative Agent to the extent requested by Administrative Agent; and

C.a valid notice of completion shall have been recorded if required under the laws of the applicable jurisdiction.

(d)All conditions precedent to the Cash Sweep Disbursements are imposed hereby solely for the benefit of Administrative Agent and Lenders, and no other Person may require satisfaction of any such condition precedent or be entitled to assume that Administrative Agent will not permit Cash Sweep Disbursements in the absence of strict compliance with such conditions precedent. No Cash Sweep Disbursement shall constitute a waiver of any condition precedent to any further Cash Sweep Disbursement. No waiver by Administrative Agent or Lenders of any condition precedent or obligation shall preclude Administrative Agent from requiring such condition or obligation to be met prior to any other Cash Sweep Disbursement.

(e)The unavailability of funds on deposit in the Cash Sweep Collateral Account shall not relieve Borrower from their obligations to pay any amounts for which Borrower are otherwise obligated under the Loan Documents or Leases.

(f)Upon the completion of any Tenant Improvements, if requested by Administrative Agent, the applicable Borrower shall request and use commercially reasonable efforts to obtain a tenant estoppel certificate from the applicable tenant confirming acceptance of the work.

(g)Upon the occurrence and during the continuance of an Event of Default, or upon the occurrence of the Maturity Date, Administrative Agent shall have the right but not the obligation, in its sole discretion, to withdraw and apply any funds held in the Cash Sweep Collateral Account, the Operating Account and/or any other Required Account to any of the then-due and payable Obligations (whether as a result of acceleration or otherwise) in accordance with Section 8.3.

(h)Upon the full and final satisfaction of the Obligations, Lender shall release all funds then remaining on deposit in the Cash Sweep Collateral Account and promptly remit the same to Borrower or such other party or parties legally entitled thereto.

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Section 7.6 Security Agreement for Required Accounts. Within twenty-one days after the Effective Date, Borrower will open and maintain at Administrative Agent the Required Accounts under the terms and conditions set forth above together with any successor accounts and all subaccounts of any of the foregoing as well as such other accounts as Administrative Agent may reasonably request and which are commercially customary for similar projects. Borrower hereby grants to Administrative Agent, for the benefit of Administrative Agent and the Lenders, a first lien security interest in each of the Required Accounts and such other accounts described in the preceding sentence, whether now existing or hereafter established, and all funds from time to time on deposit therein. Borrower will maintain each Required Account free and clear of any claim, lien or other encumbrance other than the security interest granted to Administrative Agent hereunder. Upon the occurrence of an Event of Default, Borrower grants to Administrative Agent, for the benefit of Administrative Agent and the Lenders, a full right of setoff with respect to all or any portion of the funds on deposit in the Required Accounts and any and all interest accrued thereon, if any, which right may be exercised at any time following the occurrence of an Event of Default. Administrative Agent may, to the maximum extent permissible by law, apply any or all of the funds in the Required Accounts, including accrued interest on such funds, if any, toward the unpaid balance of the Loan and/or to any other amounts which may be due and owing under the Loan Documents in accordance with Section 8.3. The parties acknowledge and agree that each of the Required Accounts is a “deposit account” within the meaning of Section 9104 of the UCC. The parties further acknowledge and agree that Illinois constitutes the "Administrative Agent's jurisdiction" with respect to the perfection, the effect of perfection or non-perfection, and the priority of a security interest in a deposit account maintained at a bank under Section 9304(b)(1) of the UCC. Administrative Agent will at all times have "control" of the Required Accounts and all assets now or hereafter credited thereto within the meaning of Section 9106 of the UCC or Section 9104(a) of the UCC for purposes of maintaining its first and prior perfected security interest therein.”

(cc)Events of Default. Clauses (f) and (g) of Section 8.1 (Events of Default) of the Loan Agreement are hereby amended and restated in its entirety as follows:

“(f) Borrower, Structuring HoldCo or any Guarantor commits an act of bankruptcy; or applies for, consents to in writing or permits the appointment of a receiver, custodian, trustee or liquidator for it or any of its property or assets; or generally fails to, or admits in writing its inability to, pay its debts as they mature; or makes a general assignment for the benefit of creditors or is adjudicated bankrupt or insolvent; or takes other similar action for the benefit or protection of its creditors; or gives notice to any governmental body of insolvency of pending insolvency or suspension of operations; or files a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors, or takes advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, rearrangement, dissolution, liquidation or other similar debtor relief law or statute; or files an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or statute; or is dissolved, liquidated, terminated or merged; or effects a plan or other arrangement with creditors; or a trustee, receiver, liquidator or custodian is appointed for it or for any of its property or assets and is not discharged within 90 days after the date of his appointment; or a petition in involuntary bankruptcy or similar proceedings is filed against it and is not dismissed within 90 days after the date of its filing;

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(g)Borrower, Structuring HoldCo or any Guarantor dissolves, terminates or winds-up or consolidates or merges with any other Person;”

(dd)Events of Default. Clause (i) of Section 8.1 (Events of Default) of the Loan Agreement is hereby amended and restated in its entirety as follows:

“(i) a Transfer, encumbrance, lien, change of ownership or other action or occurrence prohibited by this Agreement or any Security Instrument shall occur (and all notice and cure periods, if any, have elapsed) or Borrower fails to remove any lien in accordance with the terms of this Agreement or any Security Instrument (after all notice and cure periods, if any, have elapsed);”

(ee)Events of Default. The following are hereby added to the Loan Agreement as a new Section 8.1(n), 8.1(o), 8.1(p) and 8.1(q) (Events of Default):

“(n) A written demand for payment following default is delivered to Guarantor and not paid when due and payable under (a) any loan or other borrowing facility other than the facility evidenced by the Loan Documents under which Guarantor is a guarantor or a borrower or (b) any other Indebtedness of Guarantor where the demand made is greater than $5,000,000 so long as the Required Lenders elect to call an Event of Default with respect thereto.

(o) Guarantor fails to duly pay and discharge all liabilities to which it is subject or which are due and payable, prior to the date when any fine, late charge or other penalty for late payment may be imposed, if such liabilities would reasonably be expected to result in a Material Adverse Change on Guarantor so long as the Simple Majority Required Lenders elect to call an Event of Default with respect thereto.

(p) Either Borrower or Guarantor fails, prior to the earlier to occur of (x) 30 days after the date Borrower or Guarantor, as the case may be, has knowledge of an applicable judgment or order or (y) the date payment is required pursuant to the applicable judgment or order, to pay, obtain a stay with respect to, or otherwise discharge, in each case, one or more judgments or orders for the payment of money of more than $5,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, which are not stayed on appeal or otherwise being appropriately contested in good faith, or any action is legally taken by a judgment creditor to attach or levy upon any Property of Borrower or Guarantor, as the case may be, to enforce any such judgment.

(q) If any Pledge Documents are entered into that do not satisfy the requirements of a Permitted Pledge or if any Pledge Documents that have been entered into in accordance with clauses (i), (ii) and (iii) of the “Permitted Pledge” definition are amended, restated, modified, supplemented, terminated or waived without the consent of the Administrative Agent and each Lender to the extent required under the terms set forth in the definition of “Permitted Pledge”.”

(ff)Lenders Consent Rights. Clause (vi) of Section 10.12(f) of the Loan Agreement are hereby amended and restated in its entirety as follows:

“(vi) consent to any (w) Transfer, Change of Control or other disposition of the Project or any direct or indirect interest in Borrower, except as expressly permitted in accordance

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with Section 6.9 hereof (or waive any conditions to any such permitted Transfer), (x) Permitted Pledge or Pledge Documents (to the extent that the consent of the Lenders is required therefor as provided in the definition of “Permitted Pledge”), (y) amendment or modification to (1) Section 6.9 hereof, (2) the definitions of “Change of Control”, “Permitted Pledge”, “Permitted Transfer” or “Transfer”, (3) the Pledge Documents or (4) the Letter Agreement, including the Approved Pledge Form attached thereto or (z) any matter that requires the consent or approval of the Lenders under any Pledge Document;”

(gg)”Schedule 1 (Commitments). The Loan Agreement is hereby amended by amending and restating Schedule 1 (Commitments) in the form of Annex I attached hereto and by this reference incorporated herein.

(hh)Exhibit D (Draw Request Form). The Loan Agreement is hereby amended by amending and restating Exhibit D (Draw Request Form) in the form of Annex II attached hereto and by this reference incorporated herein.

(ii)Exhibit N (Required Leasing Guidelines). The Loan Agreement is hereby amended by adding a new Exhibit N (Required Leasing Guidelines) in the form of Annex III attached hereto and by this reference incorporated herein (the “Required Leasing Guidelines”).

4.Security Documents. The Mortgage and all other Loan Documents which secure Borrower’s indebtedness and obligations under the Loan shall secure, in addition to all other indebtedness and obligations secured thereby, the payment and performance of all other present and future indebtedness and obligations of Borrower under (A) this Modification Agreement, (B) the Notes and all other Loan Documents, as amended by this Modification Agreement, (C) all present and future Lender-Provided Swaps, and (D) any and all amendments, modifications, renewals and/or extensions of this Modification Agreement or the Notes, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. All references in the Mortgage and all other references in the Loan Documents to the “Loan” shall mean the Loan, as amended by this Modification Agreement.

5.Definitions. Except as provided in this Modification Agreement, all references in the Loan Agreement, in the Mortgage and in each of the other Loan Documents: (i) to the Loan Agreement shall mean the Loan Agreement as amended by this Modification Agreement, (ii) to the Mortgage shall mean the Mortgage as amended hereby, (iii) to the Loan Documents shall mean the Loan Documents as such term is defined in this Modification Agreement, and (iv) to any particular Loan Document shall mean such Loan Document as modified by this Modification Agreement, and all prior amendments, or any document executed pursuant thereto or hereto.

6.No Other Modifications. Except as expressly set forth above, the Loan Documents shall be and remain unmodified and in full force and effect.

7.Conditions Precedent. This Modification Agreement shall not be effective, and neither Administrative Agent nor Lenders shall have any obligations hereunder, unless and until such date as all of the following conditions are satisfied in a manner acceptable to Administrative Agent in Administrative Agent’s sole judgment. The following conditions shall be deemed satisfied on the date (the “Effective Date”) that Administrative Agent executes and delivers a fully executed Modification Agreement to Borrower (provided that, if for any reason any of the following conditions are not satisfied, or are not waived in writing by Administrative Agent, on or before the Effective Date, they shall continue as covenants of each party hereto to Administrative Agent and the Lenders to the extent reserved in writing by Administrative Agent prior to the Effective Date):

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(a)Modification Documents. Administrative Agent shall have received and approved the executed originals of (i) this Modification Agreement, including the Consent and Reaffirmation of Guarantor attached hereto, (ii) the Amended and Restated Payment Guaranty Agreement dated as of the date hereof, (iii) the Amended and Restated Recourse Carve-Out Guaranty Agreement dated as of the date hereof; (iv) the amended and restated Notes each dated as of the date hereof; (v) a Fourth Modification Agreement (Short-Form) dated as of the date hereof (the “Short-Form Fourth Modification Agreement”) by and between Borrower and Administrative Agent to be recorded in the real property records of the County and State in which the Project is located; and (vi) the letter agreement dated as of the date hereof (the “Letter Agreement”) by and between Borrower and Administrative Agent, attaching the Approved Pledge Form (collectively, the “Modification Documents”).

(b)Formation Documents. Borrower shall have delivered to Administrative Agent (i) all documents evidencing the formation, organization, good standing and valid existence of Borrower and Guarantor (to the extent such documents have been amended or modified since the original Closing Date), and (ii) resolutions authorizing this Modification Agreement, and secretary’s certificates (including incumbency certificates)in each case in form and substance reasonably satisfactory to Administrative Agent.

(c)Payment of Modification Fee. Borrower shall have paid to Administrative Agent, for the benefit of Lenders on a pro rata basis, the Modification Fee (as defined below).

(d)Payment of Administrative Agent’s Fee. Borrower shall have paid to Administrative Agent, for the benefit of itself, the Administrative Agent Fee (as defined below).

(e)Professional Fees. Borrower shall have paid all of the reasonable and documented out-of-pocket fees, costs and expenses of the Administrative Agent, Lenders and their respective legal counsel and one professional and financial advisor associated with the preparation, due diligence, administration and enforcement of all documentation executed in connection with this Modification Agreement (collectively “Professional Fees”) and unpaid professional fee invoices for Administrative Agent’s financial advisor and legal counsel previously submitted to KBS for payment.

(f)Default. No Event of Default has occurred and is continuing, and no event has occurred and is continuing which, with notice or the passage of time or both, would be an Event of Default.

(g)Flood Review. Administrative Agent and the Lenders shall have completed all applicable flood hazard reviews necessary in connection with this Modification Agreement.

(h)Status of Title. Borrower shall cause Title Company to issue at Borrower’s expense such endorsements (including, without limitation, a Non-ALTA Date Down Form 1 Endorsement or its local equivalent) to the Title Policy as Administrative Agent shall require insuring that fee title to the Project is vested in the Borrower and insuring the continuing validity and first position lien priority of the Mortgage, in light of this Modification Agreement.

(i)Title and Lien Searches. Administrative Agent shall have received updated title searches of the Project and the results of a lien search (including a search as to judgments, pending litigation, bankruptcy and tax) made against the Borrower and Guarantor (and such other Related Parties as Administrative Agent may reasonably request), in each case in form and substance reasonably satisfactory to Administrative Agent.

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(j)Opinions. Administrative Agent shall have received favorable opinions of counsel to the Borrower and Guarantor, addressed to Administrative Agent and each Lender, as to such matters, and otherwise in form and substance, acceptable to Administrative Agent and the Lenders.

8.Modification Fee; Exit Fee; and Administrative Agent Fee.

(a)Modification Fee. Borrower shall pay to Administrative Agent, for the ratable benefit of Lenders, a modification fee in the amount of $995,600 (the “Modification Fee”), which Modification Fee shall be earned as of, and due and payable on, the Effective Date.

(b)Exit Fee. Borrower shall pay to Administrative Agent, for the ratable benefit of Lenders, an exit fee in the amount of $650,000 (the “Exit Fee”), which Exit Fee shall be earned as of the Effective Date, and due and payable upon the earlier of repayment in full of the Obligations and the Maturity Date then in effect.

(c)Administrative Agent Fee. Borrower shall pay to Administrative Agent for its own account an agent fee in the amount of $100,000 (the “Administrative Agent Fee”), which Administrative Agent Fee shall be earned as of, and due and payable on, the Effective Date.

9.Affirmation of Obligations Under Loan Documents. Borrower acknowledges, confirms, stipulates, agrees, represents and warrants that it has no defense, claim, credit, offset or counterclaim to any of its obligations under any of the Loan Documents. Borrower further acknowledges the validity and enforceability of the Mortgage as a first‑priority lien on the Project, all improvements located thereon and all of the “Property” described in the Mortgage.

10.Limitation on Liability. Section 10.28 of the Loan Agreement (Limited Recourse Provision) is by this reference hereby incorporated herein in its entirety.

[Remainder of Page Intentionally Left Blank]

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11.Miscellaneous.

(a)Entire Agreement. The Loan Documents, including this Modification Agreement (i) integrate all the terms and conditions mentioned in or incidental to the Loan Documents; (ii) supersede all oral negotiations and prior and other writings with respect to their subject matter; and (iii) are intended by the parties as the final expression of the agreement with respect to the terms and conditions set forth in those documents and as the complete and exclusive statement of the terms agreed to by the parties. If there is any conflict between the terms, conditions and provisions of this Modification Agreement and those of any other agreement or instrument, including any of the other Loan Documents, the terms, conditions and provisions of this Modification Agreement shall prevail. By executing this Modification Agreement and initialing below, Borrower expressly represents and warrants that it did not rely on any representation, assurance or agreement, oral or written, not expressly set forth in this Modification Agreement or any of the other Loan Documents in reaching its decision to enter into this Modification Agreement or any of the other Loan Documents and that no promises or other representations have been made to Borrower which conflict with the written terms of the Loan Documents. Borrower represents to Administrative Agent and Lenders that (w) it has read and understands the terms and conditions contained in this Modification Agreement and the other Loan Documents executed in connection with this Modification Agreement, (x) its legal counsel has carefully reviewed all of the Loan Documents and it has received legal advice from counsel of its choice regarding the meaning and legal significance of this Modification Agreement and all other Loan Documents, (y) it is satisfied with its legal counsel and the advice received from it, and (z) it has relied only on its review of the Loan Documents and its own legal counsel’s advice and representations (and it has not relied on any advice or representations from Administrative Agent, any Lender or Administrative Agent’s or any Lender’s officers, employees, agents or attorneys). The Loan Documents may not be modified, amended or terminated except by a written agreement signed by each of the parties hereto.

/s/ CJS

Borrower’s Initials

[Remainder of Page Intentionally Left Blank]

Initial Page – Fourth Modification Agreement (Long Form)

(c)Further Assurances. Borrower shall, upon the request of Administrative Agent or the Lenders, execute, acknowledge and deliver, or cause to be executed, acknowledged or delivered, such further documents, instruments or agreements, and perform such other acts, as may be necessary, desirable or proper for carrying out the intention or facilitating the performance of the terms of this Modification Agreement, or for assuring the validity of, perfecting or preserving the lien of the Mortgage or any other Loan Documents.

(d)No Third Parties Benefitted. This Modification Agreement is entered into for the sole benefit of the parties hereto and no third party beneficiary rights shall be created hereby.

(e)Successors and Assigns. This Modification Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto.

(f)Assignment. This Modification Agreement shall not be assignable by Borrower and any purported assignment shall be void. This Modification Agreement is assignable by Administrative Agent and any Lender in accordance with the terms of the Loan Agreement.

(g)Construction of this Modification Agreement. The headings used in this Modification Agreement are for convenience only and shall be disregarded in interpreting the substantive provisions of this Modification Agreement. Time is of the essence of each term of the Loan Documents, including this Modification Agreement. As used herein, the term “including” means “including, but not limited to,” and the term “include(s)” means “include(s), without limitation.” This Modification Agreement has been drafted by all the parties hereto collectively. Therefore, each party to this Modification Agreement agrees that any statute or rule of construction providing that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Modification Agreement.

(h)Survival of Representations, Warranties and Covenants. Each and all provisions of this Modification Agreement shall survive and remain in full force and effect until all obligations of Borrower under the Loan Documents are paid and performed in full. All releases herein shall survive repayment and performance of such obligations and/or any foreclosure under or reconveyance of the Mortgage.

(i)Governing Law; Waiver of Jury Trial. This Modification Agreement, the rights of the parties hereunder and the interpretation hereof shall be governed by, and construed in accordance with, the laws of the State of Illinois in all respects. To the maximum extent permitted by applicable law, Borrower hereby waives any right to a trial by jury in any action relating to the Loan and/or the Loan Documents.

(j)Severability. In the event of any invalidity or unenforceability of any provision of this Modification Agreement, the remainder of this Modification Agreement shall remain in full force and effect.

(k)Reservation of Rights. Nothing contained in this Modification Agreement shall prevent or in any way diminish or interfere with any rights or remedies, including the right to contribution, which Administrative Agent and/or Lenders may have against any party hereto under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified at Title 42

–36–

U.S.C. 9601 et seq.), as it may be amended from time to time, any successor statute thereto or any other applicable federal, state or local laws, all such rights being hereby expressly reserved.

(l)Reliance. Neither Administrative Agent nor Lenders would have consented to the transactions specified herein without Borrower entering into this Modification Agreement. Accordingly, each of such parties intentionally and unconditionally enters into the covenants and agreements as set forth above and understands that, in reliance upon and in consideration of such covenants and agreements, Administrative Agent and Lenders have consented to the transactions contemplated herein and, as part and parcel thereof, specific monetary and other obligations have been, are being and shall be entered into which would not take place but for such reliance.

12.Same Indebtedness; Priority of Liens Not Affected. This Modification Agreement and the execution of other documents contemplated hereby do not constitute the extinguishment of any debt evidenced by the Loan Documents, nor will they in any way affect or impair the liens and security interests created by the Loan Documents, which Borrower acknowledges to be valid and existing liens on and security interests in the Project. Borrower agrees that the liens and security interests created by the Mortgage continue to be in full force and effect, unaffected and unimpaired by this Modification Agreement or by the transactions contemplated herein and that said liens and security interests shall so continue in their perfection and priority until the debt secured by the Loan Documents is fully discharged.

13.Counterparts. This Modification Agreement may be executed by the parties hereto in one or more separate counterparts, and counterpart original signature pages may be assembled into one original document.

14.Release.

(a)Borrower and Guarantor, for themselves and for each of their respective heirs, personal representatives, successors and assigns, hereby release and waive all claims and/or defenses they now may have against Administrative Agent, Lenders and their respective successors and assigns (collectively, the “Released Parties”) on account of any occurrence relating to the Loan, the Loan Documents and/or the property encumbered by the Security Instruments which accrued prior to the date hereof, including, but not limited to, any claim that Administrative Agent or any Lender (i) breached any obligation to Borrower and/or Guarantor in connection with the Loan, (ii) was or is in any way involved with Borrower and/or Guarantor as a partner, joint venturer, or in any other capacity whatsoever other than as a lender, (iii) failed to fund any portion of the Loan or any other sums as required under any document or agreement in reference thereto, or (iv) failed to timely respond to any offers to cure any defaults under any document or agreement executed by Borrower, Guarantor or any third party or parties in favor of Administrative Agent or any Lender (collectively, the “Released Claims”). This release and waiver shall be effective as of the date of this Modification Agreement and shall be binding upon Borrower and Guarantor and each of their respective heirs, personal representatives, successors and assigns, and shall inure to the benefit of Administrative Agent, Lenders and their respective successors and assigns. The term “Released Parties” as used herein shall include, but shall not be limited to, the present and former officers, directors, employees, agents and attorneys of Administrative Agent and each Lender.

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(c)Borrower and Guarantor, each having consulted with counsel, is aware of the contents of Section 1542 of the Civil Code of the State of California. Section 1542 reads as follows:

Borrower and Guarantor each expressly waive and relinquish all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction, with respect to the Released Claims. Borrower and Guarantor have executed this Modification Agreement voluntarily, with full knowledge of its significance, and with the express intention of effecting the legal consequences provided by a waiver of California Civil Code Section 1542.

15.Course of Dealing. Administrative Agent, Lenders and Borrower hereby acknowledge and agree that at no time shall any prior or subsequent course of conduct by Borrower, Administrative Agent or any Lender directly or indirectly limit, impair or otherwise adversely affect any of Administrative Agent’s or any Lender’s rights, interests or remedies in connection with the Loan and the Loan Documents or obligate Administrative Agent or any Lender to agree to, or to negotiate or consider an agreement to, any waiver of any obligation or default by Borrower under any Loan Document or any amendment to any term or condition of any Loan Document. Administrative Agent and Lenders have no obligation to, and may not, extend the term of the Loan beyond the Maturity Date.

16.Renewal; Lien Continuation; No Novation. Borrower hereby reaffirms the Obligations and promises to pay and perform all Obligations in accordance with the Loan Documents (as expressly modified by this Modification Agreement). The Liens are hereby ratified and confirmed as valid, subsisting and continuing to secure the Obligations. Nothing herein shall in any manner diminish, impair, waive or extinguish the Note, the Loan Documents, the Obligations or the Liens. The execution and delivery of this Modification Agreement shall not constitute a novation of the debt evidenced and secured by the Loan Documents.

17.Default. A default under this Modification Agreement shall constitute an Event of Default under the Notes and other Loan Documents, subject to any applicable notice and cure or grace period expressly set forth in the Loan Documents.

18.Counterparts. This Modification Agreement may be executed by the parties hereto in one or more separate counterparts, and counterpart original signature pages may be assembled into one original document.

19.Electronic Signatures. This Modification Agreement and Guarantor’s consent attached hereto may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. Borrower and Guarantor shall, as soon as reasonably possible, provide an original of this Modification Agreement to Administrative Agent that will include the wet signatures of Borrower and Guarantor next to any Electronic Signatures.

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20.Short-Form Fourth Modification Agreement. Each of the Lenders hereby authorizes and instructs Administrative Agent to execute the Short-Form Fourth Modification Agreement on each of its behalf and to cause such Short-Form Modification Agreement to be recorded in the real estate records of Cook County, Illinois.

21.Letter Agreement. Each of the Lenders hereby authorizes and instructs Administrative Agent to execute the Letter Agreement on each of its behalf and to attach the Approved Pledge Form thereto.

[Remainder of Page Left Intentionally Blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Modification Agreement as of the date first above written.

BORROWER:

KBSIII 500 WEST MADISON, LLC,

a Delaware limited liability company,

By: KBSIII REIT ACQUISITION XI, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

[Signature Page to Fourth Modification (Long Form)]

AGENT:

U.S. BANK NATIONAL ASSOCIATION,

a national banking association,

as Agent

By: /s/ Claudia N. Marciniak

Name: Claudia N. Marciniak

Title: Senior Vice President

LENDERS:

U.S. BANK NATIONAL ASSOCIATION,

a national banking association,

as Agent

By: /s/ Claudia N. Marciniak

Name: Claudia N. Marciniak

Title: Senior Vice President

[signatures continue on following page]

[Signature Page to Fourth Modification (Long Form)]

DEUTSCHE PFANDBRIEFBANK AG:

By: /s/ Sebastian Bier

Name: Sebastian Bier

Title: Associate Director

By: /s/ Karsten Imhoff

Name: Karsten Imhoff

Title: Managing Director

[signatures continue on following page]

[Signature Page to Fourth Modification (Long Form)]

BANK OF AMERICA, N.A.

By: /s/ Henry Yang

Name: Henry Yang

Title: Senior Vice President

[signatures continue on following page]

[Signature Page to Fourth Modification (Long Form)]

NATIONAL BANK OF KUWAIT S.A.K.P.

GRAND CAYMAN BRANCH

By: /s/ Authorized Signatory

Name:

Title:

By: /s/ Authorized Signatory

Name: Authorized Signatory

Title:

[Signature Page to Fourth Modification (Long Form)]

ANNEX I

COMMITMENTS AS OF THE EFFECTIVE DATE

SCHEDULE 1

COMMITMENTS

Lender	$ Amount	Pro Rata Share
US Bank, N.A.	$98,746,666.67	30.6666666667%
Bank of America	$107,333,333.33	33.3333333333%
Deutsche Pfandbriefbank AG	$72,986,666.67	22.6666666667%
National Bank of Kuwait S.A.K.P.	$42,933,333.33	13.3333333333%
Grand Cayman Branch

Annex II

EXHIBIT D

DRAW REQUEST FORM

Borrower hereby requests an advance of Loan proceeds in the amount of $________, which request is supported by the attached.

Borrower hereby certifies as follows (all terms herein having the meanings set forth in the Revolving and Term Loan Agreement (as amended, restated, extended, supplemented, or otherwise modified in writing from time to time, the “Loan Agreement”) dated as of November 2, 2020, among Borrower and U.S. Bank National Association, as “Administrative Agent” and the Lenders from time to time a party thereto (“Lenders”):

1.At the date hereof, to the knowledge of Borrower, no suit or proceeding at law or in equity, and, to the knowledge of Borrower, no investigation or proceeding of any governmental body, has been instituted or is threatened, which in either case would substantially, negatively affect the condition or business operations of Borrower or the Project, except the following:

__________________________________________________________________________________________________________________________________________________________________________________________________________________

2.At the date hereof, to the knowledge of Borrower, no default or Event of Default under the Loan Agreement or under any of the other Loan Documents has occurred and is continuing, and, to the knowledge of Borrower, no event has occurred which, upon the service of notice and/or the lapse of time, would constitute an Event of Default thereunder, except the following:

3.Guarantor is in compliance with all required financial covenants under the Loan Documents.

4.All bills for labor, materials, equipment, work, services and supplies furnished in connection with the Project, which could give rise to a mechanic’s lien if unpaid, have been paid or will be paid before they become delinquent.

5.The requested funds do not exceed the current Availability Amount and, immediately following the disbursement of the requested funds, the outstanding principal amount of the Loan will not exceed the Aggregate Commitment.

6.Borrower authorizes and requests Administrative Agent and Lenders to charge the total amount of this Draw Request against Borrower’s Loan account and to advance from the proceeds of the Loan the funds hereby requested. The advance made pursuant to this Draw Request is acknowledged to be an accommodation to Borrower and is not a waiver by Administrative Agent or Lenders of any defaults or events of default under the Loan Documents or any other claims of Administrative Agent or Lenders against Borrower or Guarantor(s).

7.The representations of Borrower in Article 5 are true and correct in all material respects except as disclosed to Administrative Agent in writing.

8.The requested Advance constitutes the only Advance for this calendar month, (ii) [there are insufficient funds in the Cash Sweep Collateral Account otherwise to fund the requested Advance] or [there is less than $1,000,000 in the Cash Sweep Collateral Account, and (iii) all other applicable conditions set forth in Section 7.5(c) have been satisfied with respect to such requested Advance.

9.Both before and after giving effect to the requested Advance, the Debt Service Coverage Ratio shall be not less than the Minimum Required Debt Service Coverage Ratio.”

The advances and disbursements on the attached sheets are hereby approved and authorized.

BORROWER:

__________________________,

a _______________________

By: ______________________

Annex III

EXHIBIT N

Required Leasing Guidelines

[See attached]

EXHIBIT N

Required Leasing Guidelines

Category	Office<br>Floors 3-5	Office<br>Floors 6-17	Office Floors 20-31*	Office Floor<br>32-40	Retail<br>(1,000 SF or<br>less)	Retail<br>(>1,000 SF)	Food Court<br>(1,000 SF or<br>less)	Food Court<br>(>1,000 SF)	Kiosk	METRA
Min Rent SF/Year	$26.00	$27.50	$29.00	$30.00	$110.00	$60.00	$150.00	$40.00	$100.00	$25.00
Expense Structure	NNN	NNN	NNN	NNN	NNN	NNN	NNN	NNN	Full-Service<br>Gross	Full-Service<br>Gross
Minimum Term<br>(mos.)	36	36	36	36	36	36	36	36	36	36
Rent Escalation	2.5% annual	2.5% annual	2.5% annual	2.5% annual	3% annual	3% annual	3% annual	3% annual	3% annual	3% annual
Max Free Rent in<br>Mos. Per Year of<br>Term (New)	1.25	1.25	1.25	1.25	1.25	1.25	1.25	1.25	1.25	1.25
Max Free Rent in<br>Mos. Per Year of<br>Term (Renewal)	1.25	1.25	1.25	1.25	1.25	1.25	1.25	1.25	1.25	1.25
TI (New) per SF<br>per Year of Lease<br>Term	$15	$15	$15	$15	$5	$5	$5	$5	$0	$0
TI (Renewal) per<br>SF per Year of<br>Lease Term	$15	$15	$15	$15	$5	$5	$5	$5	$0	$0
Leasing<br>Commissions (new)<br>Per SF per Year of<br>Lease Term	$2.125	$2.125	$2.125	$2.125	6%	6%	6%	6%	6%	0%
Leasing<br>Commissions<br>(renewal) Per SF<br>per Year of Lease<br>Term	$2.125	$2.125	$2.125	$2.125	3%	3%	3%	3%	3%	0%

CONSENT AND REAFFIRMATION OF GUARANTOR

This Consent and Reaffirmation of Guarantor (this “Consent”) is attached to that certain Fourth Modification Agreement (the “Modification Agreement”) dated as of December 20, 2024 by and among (i) KBSIII 500 WEST MADISON, LLC, a Delaware limited liability company (“Borrower”), (ii) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent (in such capacity, “Administrative Agent”), and (iii) each lender party hereto (individually, a “Lender” and collectively with any lender that becomes a party to the Loan Agreement (as defined in the Modification Agreement) in the future, the “Lenders”). All capitalized terms used but not defined in this Consent shall have the meanings given to such terms in the Modification Agreement. KBS REIT PROPERTIES III, LLC, a Delaware limited liability company (“Guarantor”), hereby (i) acknowledges that it has read, reviewed with counsel and agrees to the terms, conditions, provisions and modifications of the Modification Agreement and the transactions contemplated thereby, (ii) reaffirms the full force and effectiveness of that certain Amended and Restated Payment Guaranty Agreement dated as of December 20, 2024 (the “Payment Guaranty”) executed by Guarantor in favor of Administrative Agent and Lenders in connection with the Loan, and that certain Amended and Restated Recourse Carve-Out Guaranty Agreement dated as of December 20, 2024 (the “Recourse Carve-Out Guaranty” and collectively with the Payment Guaranty, the “Guaranty”) executed by Guarantor in favor of Administrative Agent and Lenders, as each may have been modified by the First Modification Agreement (as defined in the Modification Agreement) and as each may be modified by the Modification Agreement, (iii) reaffirms its obligations under the Guaranty and agrees that Guarantor’s obligations under the Guaranty shall remain unaffected by the Modification Agreement (subject to the express terms of the Modification Agreement) and that all references in the Guaranty to (a) the Loan Documents shall include (without limitation) the Modification Agreement, and (b) any particular Loan Document shall mean such Loan Document as modified by the Modification Agreement, (iv) agrees that Guarantor’s obligations under the Guaranty are separate and distinct from those of Borrower with respect to the Loan and acknowledges that it has no claims, offsets or defenses with respect to the payment of sums or performance of obligations under the Guaranty, and (v) agrees to be bound by the Release provision set forth in Section 14 and Section 19 of the Modification Agreement. Guarantor further hereby reaffirms all of the representations and warranties set forth in the Guaranty, except to the extent such representations and warranties are matters which, by their nature, can no longer be true and correct as a result of the passage of time, and except for changes in circumstances arising from actions or events occurring after the date of the Guaranty that do not otherwise constitute a default thereunder. Guarantor acknowledges that without this consent and reaffirmation, Administrative Agent and Lenders would not execute the Modification Agreement or otherwise consent to its terms.

[Signature on Following Page]

Guarantor Consent

GUARANTOR:

KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.

Chief Executive Officer

[Signature Page to Guarantor Consent]

Document

Exhibit 10.5.15

Execution Version

AMENDED AND RESTATED PAYMENT GUARANTY AGREEMENT

THIS AMENDED AND RESTATED PAYMENT GUARANTY AGREEMENT (this “Guaranty”) is made as of the 20th day of December, 2024, by KBS REIT PROPERTIES III, LLC, a Delaware limited liability company (“Guarantor”), to and for the benefit of U.S. BANK NATIONAL ASSOCIATION, a national banking association, as administrative agent (“Administrative Agent”), for itself as a “Lender” and the other “Lenders” under the Loan Agreement (referred to below).

RECITALS:

A.As more fully provided in that certain Revolving and Term Loan Agreement, dated as of November 2, 2020, as amended by that certain First Modification Agreement (Long Form) dated as of March 8, 2023, that certain First Modification Agreement (Short Form) dated as of March 8, 2023 and recorded on March 14, 2023, that certain Second Modification Agreement dated as of November 2, 2023, that certain Third Modification Agreement dated as of November 1, 2024, that certain Extension Agreement dated as of December 9, 2024, that certain Second Extension Agreement dated as of December 12, 2024, and that certain Fourth Modification Agreement of even date herewith (the “Fourth Modification”) (as so amended and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among KBSIII 500 WEST MADISON, LLC, a Delaware limited liability company (“Borrower”), the Lenders party thereto from time to time (collectively, the “Lenders”) and Administrative Agent, the Lenders agreed to loan to Borrower the maximum aggregate principal amount of $322,000,000.00 (the “Loan”).

B.The Loan is evidenced by one or more promissory notes given by Borrower to the Lenders (as the same may be amended, supplemented, renewed or replaced from time to time, collectively, the “Notes”).

C.Guarantor previously entered into that certain Payment Guaranty Agreement, dated as of November 2, 2020, by the Guarantor in favor of Administrative Agent (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Guaranty”).

D.Guarantor will continue to benefit directly or indirectly and substantially from the making of the Loan.

E.The execution and delivery of this Guaranty is a condition precedent to Administrative Agent and the Lenders entering into the Fourth Modification and the Lenders’ making of the Loan.

NOW, THEREFORE, to induce Administrative Agent and the Lenders to enter into the Fourth Modification and to induce the Lenders to continue making the Loan to Borrower and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Guarantor covenants and agrees as follows:

1.Defined Terms and Certain Rules of Construction.

(a)Unless otherwise expressly defined herein, all capitalized terms herein will have the meanings ascribed to them in the Loan Agreement. Any defined term used in the plural herein refers to all members of the relevant class and any defined term used in the singular refers to any number of the members of the relevant class.

–1–	Accenture Tower - Payment Guaranty Agreement

(b)Any reference to any Loan Document or other document includes such document both as originally executed and as it may from time to time be amended, restated, supplemented or modified. References herein to Articles, Sections and Exhibits will be construed as references to this Guaranty unless a different document is named. References to subparagraphs will be construed as references to the same Section in which the reference appears. The term “document” is used in its broadest sense and encompasses agreements, certificates, opinions, consents, instruments and other written material of every kind. The terms “including” and “include” mean “including (include) without limitation”. The terms “hereof,” “herein” and “hereunder” and words of similar import when used in this Guaranty refers to this Guaranty as a whole and not to any particular provision of this Guaranty.

(c)All exhibits to this Guaranty, as now existing and as the same may from time to time be modified, are incorporated herein by this reference.

2.Guaranty. Guarantor absolutely, unconditionally and irrevocably guarantees to Administrative Agent for the benefit of Administrative Agent and the Lenders and becomes surety for each of the following, but only to the extent that the same are not timely paid by Borrower: (i) subject to the terms and conditions of Section 27 below, the full and timely payment when due, whether by declaration, acceleration or otherwise, of all principal of the Loan including the full and timely payment of principal when due pursuant to the terms of the Loan Agreement, (ii) any accrued and unpaid obligations pursuant to any Lender-Provided Swap other than (and expressly excluding) any obligations under any Swaps that are not secured by the Property (any such obligations, “Lender-Provided Swap Obligations”) relating to the Loan, and any and all present and future Swaps and Lender-Provided Swaps (other than Excluded Swap Obligations) and (iii), the reasonable expenses and fees of legal counsel in connection with any collection and/or enforcement relative to this Guaranty (“Costs”) (all amounts due, debts, liabilities and payment obligations described in this Section 2 which are not timely paid by Borrower are hereinafter collectively referred to as the “Guaranteed Obligations”).

This is a guaranty of payment and performance and not of collection. The liability of Guarantor under this Guaranty is direct and immediate and not conditional or contingent upon the pursuit of any remedies against Borrower or any other person (including other guarantors, if any), nor against the collateral for the Loan. To the extent permitted by applicable law, Guarantor waives any right to require that an action be brought against Borrower or any other Person or to require that resort be had to any collateral for the Loan or to any balance of any deposit account or credit on the books of Administrative Agent or any Lender in favor of Borrower or any other Person. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower is relieved of or fails to incur any debt, obligation or liability as provided in the Loan Documents, Guarantor will nevertheless be fully liable for the Guaranteed Obligations. In the event of a Default or Event of Default which is not cured within any applicable grace or cure period, Administrative Agent and/or the Required Lenders will have the right to enforce their respective rights, powers and remedies (including foreclosure of all or any portion of the collateral for the Loan) thereunder or hereunder, in any order, and all rights, powers and remedies available to Administrative Agent and/or the Required Lenders in such event will be non-exclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the Guaranteed Obligations are partially paid or discharged by reason of the exercise of any of the remedies available to Administrative Agent and/or the Required Lenders, this Guaranty will nevertheless remain in full force and effect, and Guarantor will remain liable for all remaining Guaranteed Obligations, even though any rights which Guarantor may have against Borrower may be destroyed or diminished by the exercise of any such remedy.

–2–	Accenture Tower - Payment Guaranty Agreement

3.Agreement to Pay. Guarantor agrees to pay, upon written demand by Administrative Agent, the Guaranteed Obligations, irrespective of whether any one or more of the following events have occurred: (i) Administrative Agent has made any demand on Borrower other than any notice specifically required by the Loan Documents; (ii) Administrative Agent or any Lender has taken any action of any nature against Borrower; (iii) Administrative Agent or any Lender has pursued any rights which it has against any other Person who may be liable for any of the Guaranteed Obligations; (iv) Administrative Agent or any Lender holds or has resorted to any security for any of the Guaranteed Obligations; or (v) Administrative Agent or any Lender has invoked any other remedy or right it has available with respect to any of the Guaranteed Obligations. The liability of Guarantor as surety and guarantor of the Guaranteed Obligations is unconditional. Guarantor therefore agrees to pay the Guaranteed Obligations even if any of the Loan Documents or any part thereof are for any reason invalid or unenforceable.

4.Rescission/Reinstatement of Obligations. If at any time all or any part of any payment made by Guarantor or received by Administrative Agent from Guarantor under or with respect to this Guaranty is or must be rescinded or returned for any reason whatsoever (including the insolvency, bankruptcy or reorganization of Guarantor or Borrower), then the obligations of Guarantor hereunder will, to the extent of the payment rescinded or returned, be deemed to have continued in existence, notwithstanding such previous payment made by Guarantor, or receipt of payment by Administrative Agent, and the obligations of Guarantor hereunder will continue to be effective or be reinstated, as the case may be, as to such payment, all as though such previous payment by Guarantor had never been made.

5.No Other Agreement, Defense. Guarantor warrants to Administrative Agent that: (i) no other agreement, representation or special condition exists between Guarantor and any Lender and/or Administrative Agent regarding the liability of Guarantor hereunder, nor does any understanding exist between Guarantor and any Lender, and/or Administrative Agent that the obligations of Guarantor hereunder are or will be other than as set forth herein; and (ii) as of the date hereof, Guarantor has no defense whatsoever to any action or proceeding that may be brought to enforce this Guaranty.

6.No Right of Subrogation. Unless and until all Obligations of Borrower under the Loan Documents have been irrevocably and indefeasibly paid in full, performed and discharged, and the Lenders no longer have any obligation to make Advances, Guarantor waives and agrees not to enforce any claim, right or remedy which Guarantor may now have or hereafter acquires against the Borrower that arises hereunder and/or from the payment or performance by Guarantor of the Guaranteed Obligations, whether or not any such claim, right or remedy arises in equity, under contract, by statute or otherwise, including: (i) any right of Guarantor to be subrogated in whole or in part to any claim, right or remedy of Administrative Agent or any Lender; (ii) any claim, right or remedy of reimbursement, exoneration, contribution or indemnification from the Borrower or participation in any claim, right or remedy of Administrative Agent or any Lender against the Borrower, any security which Administrative Agent or any Lender now has or hereafter acquires; and (iii) any right to require the marshalling of assets of the Borrower. Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Loan Agreement and that the waivers set forth in this Paragraph are knowingly made in contemplation of such benefits.

7.Waiver of Notice. Guarantor waives any and all notice (other than as specifically set forth herein) with respect to: (i) acceptance by Administrative Agent of this Guaranty or any of the Loan Documents; and (ii) other than as specifically set forth therein, the provisions of any of the Loan Documents or any other instrument or agreement relating to the Guaranteed Obligations; and (iii) any default in connection with the Guaranteed Obligations.

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8.Waiver of Presentment, Etc. Guarantor waives any presentment, demand, notice of dishonor or nonpayment, protest and notice of protest in connection with the Guaranteed Obligations except as specifically set forth herein or in the Loan Documents.

9.Administrative Agent’s Rights. To the extent permitted by applicable law, Guarantor waives any defense hereunder based on any claim that Administrative Agent or any Lender has done any of the following, and agrees that any of the following may occur from time to time and without notice to Guarantor and without adversely affecting the validity or enforceability of this Guaranty: (i) release, surrender, exchange, compromise or settle the Guaranteed Obligations or any portion thereof; (ii) change, renew, or waive the terms of the Guaranteed Obligations or any portion thereof; (iii) change, renew, or waive the terms, including the rate of interest charged to the Borrower, of any note, instrument, or agreement relating to the Guaranteed Obligations or any portion thereof; (iv) grant any extension or indulgence with respect to the payment or performance of the Guaranteed Obligations or any part thereof; (v) enter into any agreement of forbearance with respect to the Guaranteed Obligations, or any part thereof; (vi) sell, release, surrender, exchange or compromise any security held by Administrative Agent for any of the Guaranteed Obligations; (vii) release any person or entity that is a guarantor or surety or who has agreed to purchase the Guaranteed Obligations or any portion thereof; (viii) release, surrender, exchange or compromise any security or lien held by Administrative Agent for the liabilities of any person or entity that is a guarantor or surety for the Guaranteed Obligations or any portion thereof; and (ix) settle, release, adjust or compromise any claim against the Borrower or any other person secondarily or otherwise liable, including but not limited to any other guarantors or sureties of the Guaranteed Obligations. To the extent permitted by applicable law, Guarantor agrees that any of the above may occur from time to time without giving any notice to Guarantor and that Guarantor will remain liable for full payment and performance of the Guaranteed Obligations. To the extent permitted by applicable law, Guarantor further waives any defense based on a claim or defense of Borrower, and waives any right to require Administrative Agent or any Lender to proceed against Borrower, proceed against or exhaust any security for the Guaranteed Obligations or pursue any other remedy in Administrative Agent’s or any Lender’s power whatsoever.

10.Event of Default. Without limiting anything set forth in Section 8.1 of the Loan Agreement, including without limitation Sections 8.1(d) and (e), it will be an Event of Default under the Loan Documents if Guarantor fails to pay any sums as required pursuant to the terms of this Guaranty or in any other guaranty or indemnity agreement to which Guarantor is a party provided in relation hereto.

11.Covenants. Guarantor covenants and agrees, from the date hereof and until the Guaranteed Obligations have been irrevocably and indefeasibly paid in full, performed and discharged, and the Lenders no longer have any obligation to make Advances, to:

(a)duly pay and discharge all liabilities to which it is subject or which are asserted against it, prior to the date when any fine, late charge or other penalty for late payment may be imposed, except to the extent that such liabilities would not reasonably be expected to result in a Material Adverse Change on Guarantor;

(b)cause any indebtedness between or among Guarantor and any other surety or guarantor of the Guaranteed Obligations to be subordinated to the Loan;

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Administrative Agent's written request therefor (including, when applicable, covenant compliance certificates from Guarantor in form and substance satisfactory to Administrative Agent with respect to Guarantor's financial covenants set forth herein); and

(d)comply with the following financial covenant starting with the calendar quarter ending on December 31, 2024, and thereafter measured as of the end of each calendar quarter that occurs during the term of the Loan (i.e., as of each March 31, June 30, September 30, and December 31 during the term of the Loan):

(i)Guarantor shall not permit the ratio of EBITDA to Interest Charges for the preceding four trailing consecutive fiscal quarters to be less than 1.10 to 1.00. As used herein, "EBITDA" shall mean an amount equal to (a) the net income as defined by GAAP for Guarantor and its subsidiaries, without duplication, on a consolidated basis for the applicable measuring period, plus (1) interest expense, income taxes, depreciation and amortization expense, acquisition costs and expenses, and extraordinary or non-recurring losses or losses from sales of assets, including, without limitation, Asset Management Fees actually paid in cash (even to the extent such Asset Management Fees are contractually payable and actually paid at the upper-tier REIT level and not at the level of Guarantor or its Subsidiaries) which Asset Management Fees shall be treated as an expense for purposes hereof, plus (2) any non-cash expense or contra revenue reducing net income, minus (3) any extraordinary or non-recurring gains or gains from asset sales, minus (4) any unrealized gains or losses, minus (5) any non-cash income or gains increasing net income with the exception of any straight line rent, and minus (6) an amount equal to the sum of (A) $0.25 multiplied by the aggregate number of square feet of office buildings owned by Guarantor not under construction, plus (B) $0.10 multiplied by the aggregate number of square feet of industrial buildings owned by Guarantor and not under construction, all as determined in accordance with GAAP (or, if not determined in accordance with GAAP, as determined in accordance with industry practices); plus (b) Guarantor's share of EBITDA (using the definition under subsection (a) above) in all unconsolidated joint ventures, without duplication, each as determined by Administrative Agent in its reasonable discretion. For purposes of this definition, nonrecurring items shall be deemed to include, without limitation, (w) gains and losses on early extinguishment of Indebtedness, (x) any breakage payments or fees in connection with a Swap, (y) non-cash severance and other non-cash restructuring charges and (z) transaction costs of acquisitions not permitted to be capitalized pursuant to GAAP. As used herein, "Interest Charges" shall mean the sum of Guarantor's and Guarantor's subsidiaries (without duplication) interest expense (excluding any amortized loan costs relating to loan fees or costs or fees relating to hedging instruments, and excluding Guarantor’s share of the Interest Charges of Prime US REIT) and shall be reduced by any income from any hedging instruments.

12.Intentionally Deleted.

13.Notices. Guarantor agrees that all notices, statements, requests, demands and other communications made pursuant to or under this Guaranty must be made in the manner set forth in the Loan Agreement and if sent to Guarantor, to Guarantor’s address listed under its signature(s), below, and if sent to Administrative Agent, to the addresses set forth for Administrative Agent in the Loan Agreement.

14.Entire Agreement; Modification. This Guaranty is the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes and replaces all prior discussions, representations, communications and agreements (oral or written). This Guaranty may not be modified, supplemented, or terminated, nor any provision hereof waived, except by a written instrument signed by

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the party against whom enforcement thereof is sought, and then only to the extent expressly set forth in such writing.

15.Binding Effect; Joint and Several Obligations. This Guaranty is binding upon Guarantor (subject to the terms and provisions hereof) and inures to the benefit of Administrative Agent, for the benefit of the Lenders, and the respective heirs, executors, legal representatives, successors, and assigns of Guarantor and Administrative Agent, whether by voluntary action of the parties or by operation of law. Guarantor may not delegate or transfer its obligations under this Guaranty. If Guarantor comprises more than one Person, each such Person will be jointly and severally liable hereunder.

16.Unenforceable Provisions. Any provision of this Guaranty which is determined by a court of competent jurisdiction or government body to be invalid, unenforceable or illegal will be ineffective only to the extent of such determination and such determination will not affect the validity, enforceability or legality of any other provision, nor will such determination apply in any circumstance or to any party not controlled by such determination.

17.Due Authorization and Execution. Guarantor has the requisite power and authority to enter into, execute, deliver and carry out this Guaranty and to perform its obligations hereunder and all such actions have been duly authorized by all necessary proceedings. This Guaranty has been duly executed and delivered and constitutes the valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms. The execution, delivery and performance of this Guaranty by the Guarantor will not violate the organizational documents of Guarantor or any material agreement or instrument to which Guarantor is a party or by which it is bound or any Governmental Requirement.

18.Participation. Guarantor acknowledges and agrees to the provisions contained in Sections 10.10 and 10.11 of the Loan Agreement and such sections are incorporated herein by reference. Guarantor further agrees that any Lender may elect, subject to and in accordance with the terms of the Loan Agreement, at any time and from time to time, both before and after the occurrence of an Event of Default to the extent permitted under the Loan Agreement, to sell, assign or encumber all or a portion of the Loan and the Loan Documents, or grant, sell, assign or encumber participations in all or any portion of its rights and obligations under the Loan and the Loan Documents, and that the guaranty obligations of Guarantor under the Loan Documents will also apply with respect to any purchaser of the Loan (or any portion thereof), assignee, Lender or participant (subject to Sections 10.10 and 10.11 of the Loan Agreement) without any additional notice to or consent from Guarantor, except as expressly provided under the Loan Agreement. Guarantor hereby acknowledges and agrees that each Lender may disclose any and all information in such Lender’s possession to any Transferee subject to and in accordance with Section 10.10(e) of the Loan Agreement.

19.Duplicate Originals; Counterparts. This Guaranty may be executed in any number of duplicate originals, and each duplicate original will be deemed to be an original. This Guaranty (and each duplicate original) also may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute a fully executed Guaranty even though all signatures do not appear on the same document.

20.Remedies Not Exclusive. Guarantor agrees that the enumeration of Administrative Agent’s rights and remedies set forth in this Guaranty is not intended to be exhaustive and the exercise by Administrative Agent of any right or remedy will not preclude the exercise of any other rights or remedies, all of which will be cumulative and will be in addition to any other right or remedy given hereunder or under any other agreement among the parties to the Loan Documents or which may now or hereafter exist at law or in equity or by suit or otherwise.

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21.No Waiver. Guarantor agrees that no failure on the part of Administrative Agent to exercise any of its rights under this Guaranty will be a waiver of such rights or a waiver of any default by Guarantor. Guarantor further agrees that each written waiver will extend only to the specific instance actually recited in such written waiver and will not impair the rights of Administrative Agent in any other respect.

22.Costs. Guarantor agrees to pay all costs and expenses, including reasonable attorneys’ fees (both in-house and outside counsel), incurred by Administrative Agent in enforcing this Guaranty against Guarantor.

23.No Election of Remedies. Guarantor acknowledges that Administrative Agent may, in its sole discretion, elect to enforce this Guaranty for the benefit of itself and the Lenders for the total Guaranteed Obligations or any part thereof against Guarantor without any duty or responsibility to pursue any other person or entity and that such an election by Administrative Agent will not be a defense to any action Administrative Agent may elect to take against Guarantor.

24.Governing Law; Waiver of Jury Trial; Jurisdiction. IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS GUARANTY AND THE OBLIGATIONS ARISING HEREUNDER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, GUARANTOR AND ADMINISTRATIVE AGENT HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS GUARANTY AND THE NOTE, AND THIS GUARANTY AND THE NOTE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

GUARANTOR AND ADMINISTRATIVE AGENT, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (A) SUBMIT TO PERSONAL JURISDICTION IN THE STATE OF ILLINOIS OVER ANY SUIT, ACTION OR PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THIS GUARANTY, (B) AGREE THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION OVER THE STATE OF ILLINOIS AND (C) SUBMIT TO THE JURISDICTION OF SUCH COURTS. TO THE FULLEST EXTENT PERMITTED BY LAW, GUARANTOR AGREES THAT IT WILL NOT BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM (BUT NOTHING HEREIN WILL AFFECT THE RIGHT OF ADMINISTRATIVE AGENT TO BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM). GUARANTOR FURTHER CONSENTS AND AGREES TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO GUARANTOR AT THE ADDRESSES FOR NOTICES DESCRIBED IN THIS GUARANTY, AND CONSENTS AND AGREES THAT SUCH SERVICE WILL CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN WILL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW).

ADMINISTRATIVE AGENT AND GUARANTOR, TO THE FULLEST EXTENT NOW OR HEREAFTER PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVE,

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RELINQUISH AND FOREVER FORGO THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS GUARANTY OR ANY CONDUCT, ACT OR OMISSION OF ADMINISTRATIVE AGENT OR GUARANTOR, OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH ADMINISTRATIVE AGENT OR ANY GUARANTOR, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

25.Intentionally Deleted.

26.Subordination. Any indebtedness of Borrower to Guarantor now or hereafter existing is hereby subordinated to the Loan. Guarantor agrees that, until the Loan has been irrevocably and indefeasibly paid in full, performed and discharged, and the Lenders no longer have any obligations to make Advances, Guarantor will not seek, accept, or retain for Guarantor’s own account, any payment from Borrower on account of such subordinated debt. Any such payments received by Guarantor must be held in trust for Administrative Agent for the benefit of itself and the Lenders and must be paid over to Administrative Agent on account of the Loan without reducing, impairing or releasing the obligations of Guarantor hereunder.

27.Limitation of Liability.

(a)Notwithstanding anything to the contrary contained herein, the maximum liability of the Guarantor under this Guaranty shall not exceed (i) the Base Guaranteed Amount (defined below as the same shall be determined from time to time), plus (ii) to the extent the following are not secured by the Property, all Lender-Provided Swap Obligations relating to the Loan, and any and all present and future Swaps and Lender-Provided Swap Transactions (other than Excluded Swap Obligations), plus (iii) the expenses and fees of legal counsel in connection with any collection and/or enforcement relative to this Guaranty.

Notwithstanding the foregoing or anything stated to the contrary in this Guaranty, under no circumstances whatsoever shall the liability of Guarantor for the Base Guaranteed Amount set forth in clause 27(a)(i) above exceed twenty-five percent (25.0%) of the Aggregate Commitment then in effect, so that, for example, if the Aggregate Commitment were $375,000,000.00, the maximum liability arising under clause (i) above would equal $93,750,000.00 under the conditions specified, or if the Aggregate Commitment were reduced to $200,000,000.00, the maximum liability arising under clause (i) above would equal $50,000,000.00 under the conditions specified (in all cases, it being understood that the Aggregate Commitment may never be less than the outstanding principal balance of the Loan).

(b)For the purposes of this Guaranty, "Base Guaranteed Amount" shall mean, as the same is determined from time to time and subject to adjustment as set forth hereinabove, an amount equal to twenty-five percent (25.0%) of all principal owing under the Notes (as such principal amount(s) may be borrowed and repaid pursuant to the terms and conditions of the Loan Agreement), such amount calculated based on the percentage listed in Section 27(a) above of the outstanding principal amount of the Notes as of the date the Notes become due and payable in full (whether at maturity or by acceleration or otherwise) (the "Due Date"). In determining the Base Guaranteed Amount, no payments or recoveries from any source whatsoever (including without limitation payments received from Borrower and proceeds from the foreclosure sales or other liquidation of collateral for the Loan, or any credit bids made by Administrative Agent and Lenders at any foreclosure sales) received by Administrative Agent or Lenders after the Due Date shall be applied to reduce the Base Guaranteed Amount.

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(c)Notwithstanding any other term or provision to the contrary contained herein, Guarantor's maximum liability under this Guaranty shall be reduced only by payments received from Guarantor under this Guaranty following the Due Date from its own funds (and not, as noted above, from liquidation of collateral). Additional advances (such as Protective Advances) made after the Due Date shall increase the Base Guaranteed Amount by an amount equal to twenty-five percent (25.0%) of the amount advanced.

(d)Guarantor agrees that any indebtedness which remains owing under the Loan Documents from time to time, including all indebtedness that remains owing after the application of payments received from Borrower and the application of proceeds received from the foreclosure of any deed of trust or mortgage (or after application of the credit bid of the Lenders at the foreclosure sale) and other liquidation of the collateral for the indebtedness secured thereby, shall be deemed to be indebtedness guaranteed hereby (subject to the limitation on the Base Guaranteed Amount guaranteed hereby as set forth herein and the limitation related to the Aggregate Commitment set forth above) (so that, for example, if following foreclosure and receipt of the foreclosure proceeds, the total principal indebtedness owing to Administrative Agent and Lenders under the Loan Documents is $53,750,000, and the Base Guaranteed Amount as calculated herein is $53,750,000, the principal amount for which Guarantor would be liable to Administrative Agent and Lenders hereunder is the full $53,750,000), and Guarantor may not claim or contend so long as any such indebtedness remains outstanding that any payments received by Administrative Agent or Lenders from Borrower or otherwise (but expressly excepting any payments or proceeds received by Administrative Agent and Lenders from Guarantor under this Guaranty), or proceeds received by Administrative Agent and Lenders in connection with the liquidation of collateral, shall have reduced or discharged Guarantor's liability or obligations hereunder. Nothing contained in this paragraph shall be deemed to (a) limit or otherwise impair any of the waivers or agreements of Guarantor contained in the preceding or following sections of this Guaranty, (b) require Administrative Agent or Lenders to proceed against Borrower or any collateral before proceeding against Guarantor (any such requirement having been specifically waived), or (c) limit or otherwise impair any right Administrative Agent and Lenders would have in the absence of this paragraph

(e)Administrative Agent shall have the right to apply payments received from Borrower to the Loan in any manner elected by Administrative Agent, even if the manner of application does not reduce at all or to the greatest extent Guarantor's maximum aggregate obligation hereunder for payment of the Guaranteed Obligations.

(f)Within five (5) Business Days following Guarantor’s written request (which requests shall be limited to one request per month), Administrative Agent shall confirm in writing its calculation of the current Base Guaranteed Amount and the Aggregate Commitment based on information known to Administrative Agent as of the specified date.

(g)The limitations upon Guarantor's liability provided in this Section 27 will apply only to the payment obligations under Sections 2(i) of this Guaranty and not to the other Guaranteed Obligations. In addition to Guarantor's Obligations under this Guaranty, Guarantor is undertaking and agreeing to obligations under other guaranties, indemnities and agreements executed by Guarantor with respect to the Loan, none of which will be limited by this Section 27 above. For the avoidance of doubt, nothing herein shall limit or otherwise impair Guarantor’s liability under that certain Recourse Carve-Out Guaranty Agreement of even date herewith executed by Borrower in favor of Administrative Agent.

28.Document Imaging, Electronic Transactions and the UETA. Without notice to or consent of Borrower or Guarantor, Administrative Agent may create electronic images of this Guaranty and the other Loan Documents and destroy paper originals of any such imaged documents. Provided that such images are maintained by or on behalf of Administrative Agent as part of Administrative Agent’s normal

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business processes, Guarantor agrees that such images have the same legal force and effect as the paper originals, and are enforceable against Guarantor. Furthermore, if applicable, Guarantor agrees that Administrative Agent may convert any Loan Document into a “transferrable record” as such term is defined under, and to the extent permitted by, the UETA, with the image of such instrument in Administrative Agent’s possession constituting an “authoritative copy” under the UETA.

29.Swap Eligibility. Guarantor represents that as of the date of the execution of this Guaranty, and is deemed to represent on each day that Borrower enters into a swap, that Guarantor is an “eligible contract participant” as defined in the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

30.[Intentionally Deleted].

31.Limited Recourse Provision. Notwithstanding anything else stated to the contrary in this Guaranty, none of the constituent members, partners, or any other constituent owners (whether direct or indirect) in Guarantor shall have any liability whatsoever for any of Guarantor's obligations under this Guaranty. For purposes of clarification, in no event shall the above language limit, reduce or otherwise affect Borrower's liability or obligations under the Loan Documents, or Administrative Agent's right to exercise any rights or remedies against any collateral securing the Loan.

32.Addendum. Attached hereto and incorporated into this Guaranty is an Addendum. In the event of any inconsistencies between the terms and conditions of such Addendum and the other terms and conditions of this Guaranty, the terms of the Addendum will control and be binding.

33.Amendment and Restatement. This Guaranty amends, restates and replaces the Existing Guaranty. Nothing herein contained shall be construed as a substitution or novation of the Guaranteed Obligations outstanding under the Existing Guaranty or any agreements, documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby or by instruments executed concurrently herewith.

[NO FURTHER TEXT ON THIS PAGE]

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IN WITNESS WHEREOF, Guarantor has executed and delivered this Guaranty as of the date first set forth above.

GUARANTOR:

KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J, Schreiber, Jr.,

Chief Executive Officer

Notice Address:

c/o KBS Capital Advisors LLC

800 Newport Center Drive, Suite 700

Newport Beach, CA 92660

Attention: Pamela Azanza-Rogalski

[Signature Page to A&R Recourse Payment Guaranty]

ADDENDUM TO AMENDED AND RESTATED PAYMENT GUARANTY

AGREEMENT

KBS REIT PROPERTIES III, LLC

IN FAVOR OF

U.S. BANK NATIONAL ASSOCIATION

This Addendum supplements that certain Amended and Restated Payment Guaranty Agreement to which it is attached (including all addenda attached thereto, and all modifications and amendments thereto, the "Guaranty") by KBS REIT Properties III, llc, a Delaware limited liability company ("Guarantor") in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association, as administrative agent ("Administrative Agent") for itself as a "Lender" and the other "Lenders" under the Loan Agreement. In the event of any conflict between the provisions of this Addendum, on the one hand, and the Guaranty, on the other hand, the provisions of this Addendum shall prevail and control. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Guaranty.

1.Agreement to Pay. The reference to "Guaranteed Obligations" set forth in clause (iv) of Section 3 of the Guaranty is hereby changed to "obligations of Borrower guaranteed hereunder".

2.Administrative Agent's Rights.

(a)Clause (vi) of Section 9 of the Guaranty is hereby deleted in its entirety and replaced with the following: "(vi) sell, release, surrender, exchange or compromise any security held by Administrative Agent for any of the obligations of Borrower guaranteed hereunder;"

(b)The reference to "Guaranteed Obligations" set forth in the last sentence of Section 9 of the Guaranty is hereby changed to "Obligations".

3.Unsecured Obligations. Notwithstanding anything to the contrary in the Guaranty or in any of the other Loan Documents, the obligations of Guarantor under the Guaranty are not secured by the Security Instrument.

4.Waivers. Without limiting any of the other waivers and provisions set forth in the Guaranty, Guarantor hereby waives:

(a)Any rights of Guarantor of subrogation, reimbursement, indemnification, and contribution against Borrower or any other person or entity, and any other rights and defenses that are or may become available to Guarantor or any other person or entity by reasons of any applicable Laws.

(b)All rights and defenses arising out of any election of remedies by Administrative Agent or Lenders even if that election of remedies, such as a nonjudicial foreclosure with respect to the security for the obligations of Borrower guaranteed hereunder, has destroyed the Guarantor's rights of subrogation and reimbursement against Borrower by the operation of any applicable Laws.

(c)All rights and defenses that Guarantor may have because the Borrower's debt is secured by real property. This means, among other things:

Addendum

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(i)Administrative Agent and Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower; and

(ii)If Administrative Agent or Lenders foreclose on any real property collateral pledged by Borrower (x) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (y) the Administrative Agent and Lenders may collect from the Guarantor even if the Administrative Agent and Lenders, by foreclosing on the real property collateral, has destroyed any right the Guarantor may have to collect from the Borrower.

The foregoing is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Borrower's debt is secured by real property.

(d)Any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal, and any and all other suretyship defenses now or hereafter available to Guarantor under applicable law.

(e)Any right Guarantor might otherwise have under applicable Laws or otherwise to have Borrower designate the portion of any indebtedness and obligations to be satisfied in the event that Borrower provides partial satisfaction of such indebtedness and obligations. Guarantor acknowledges and agrees that Borrower may already have agreed with Administrative Agent or Lenders, or may hereafter agree, that in any such event the designation of the portion of the indebtedness or obligation to be satisfied shall, to the extent not expressly made by the terms of the Loan Documents, be made by Administrative Agent or Lenders rather than by Borrower.

(f)Any and all rights or defenses Guarantor may have by reason of protection afforded to the principal with respect to any of the Obligations or to any other guarantor of any of the Obligations with respect to such guarantor's obligations under its guaranty, in either case, pursuant to any antideficiency Laws which may be applicable or other applicable Laws which may limit or discharge the principal's indebtedness or such other guarantor's obligations.

(g)All benefits of any statute of limitations affecting Guarantor's liability under or the enforcement of the Guaranty or any of Borrower's obligations under any of the Loan Documents or any security therefor.

5.Obligations Remaining Outstanding After Payments and Liquidation of Collateral Shall Be That Guaranteed by the Guaranty. Guarantor agrees that any indebtedness or obligations which remain owing under the Loan Documents after the application of payments received from Borrower and the application of proceeds received from the foreclosure of the Security Instrument (or after application of the credit bid of the Administrative Agent or any Lender at the foreclosure sale) and other liquidation of the collateral for the Loan, shall be deemed to be part of the Guaranteed Obligations guaranteed hereby (subject to the terms and conditions of Section 27 above); and Guarantor may not claim or contend so long as any such indebtedness or obligations guaranteed hereby remain outstanding that any payments received by Administrative Agent or Lenders from Borrower or otherwise, or proceeds received by Administrative Agent or Lenders on the liquidation of the collateral for the Loan, shall have reduced or discharged Guarantor's liability or obligations hereunder (except to the extent that Borrower makes a voluntary payment and such payment reduces the outstanding principal amount of the Loan prior to the date the Notes become due and payable in full (on the maturity date, via acceleration or otherwise)). Nothing contained in this Section shall be deemed to (a) limit or otherwise impair any of the waivers or agreements of

Addendum

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Guarantor contained in the other Sections of the Guaranty, (b) require Administrative Agent or Lenders to proceed against Borrower or any collateral for the Loan before proceeding against Guarantor (any such requirement having been specifically waived), or (c) limit or otherwise impair any rights Administrative Agent and Lenders would have in the absence of this Section.

6.Other Guaranties. The Guaranty is in addition to and independent of (and shall not be limited by) any other guaranty now existing or hereafter given by Guarantor or any other guarantors of Borrower's obligations to Administrative Agent and Lenders.

7.Guarantor Representations. Guarantor represents and warrants to Administrative Agent and Lenders that Guarantor now has and will continue to have full and complete access to any and all information concerning the transactions contemplated by the Loan Documents or referred to therein, the value of the assets owned or to be acquired by Borrower, Borrower's financial status and its ability to pay and perform the Obligations owed to Administrative Agent and Lenders. Guarantor further represents and warrants that Guarantor has reviewed and approved copies of the Loan Documents and is fully informed of the remedies Administrative Agent and Lenders may pursue, with or without notice to Borrower, in the event of an Event of Default under the Note or other Loan Documents. So long as any of the Guaranteed Obligations remains unsatisfied or owing to Administrative Agent or Lenders, Guarantor shall keep fully informed as to all aspects of Borrower's financial condition and the performance of the Obligations.

8.Bankruptcy. So long as any of the Obligations are owing to Administrative Agent and Lenders, Guarantor shall not, without the prior written consent of Administrative Agent, commence or join with any other party in commencing any bankruptcy, reorganization or insolvency proceedings of or against Borrower. Administrative Agent shall have the sole right to accept or reject any plan on behalf of Guarantor proposed in such case and to take any other action which Guarantor would be entitled to take, including, without limitation, the decision to file or not file a claim. Guarantor acknowledges and agrees that any interest on the Obligations that are guaranteed hereunder which accrues after the commencement of any such proceeding (or, if interest on any portion of the Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on any such portion of the Obligations if said proceedings had not been commenced) will be included in the Guaranteed Obligations (subject to the limitations set forth in Section 27(a) of this Guaranty, provided, however, that the foregoing shall not in any way limit Guarantor’s obligations under that certain Recourse Carve-Out Guaranty Agreement of even date herewith) because it is the intention of the parties that the Guaranteed Obligations should be determined without regard to any rule or law or order which may relieve Borrower of any portion of its Obligations. Guarantor hereby permits any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person to pay Administrative Agent and Lenders, or allow the claim of Administrative Agent and Lenders in respect of, any such interest accruing after the date on which such proceeding is commenced. Guarantor hereby assigns to Administrative Agent for the benefit of the Lenders Guarantor's right to receive any payments from any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person by way of dividend, adequate protection payment or otherwise. If all or any portion of the obligations of Borrower that are guaranteed hereunder are paid or performed by Borrower, the obligations of Guarantor hereunder shall continue and remain in full force and effect in the event that all or any part of such payment(s) or performance(s) is avoided or recovered directly or indirectly from Administrative Agent or Lenders as a preference, voidable

Addendum

-3-

transfer or otherwise in such case irrespective of payment in full of all obligations under the Loan Documents.

9.Understanding of Obligations and Waivers. Guarantor hereby acknowledges that: (i) the obligations undertaken by Guarantor in the Guaranty are complex in nature, (ii) numerous possible defenses to the enforceability of these obligations of Guarantor may presently exist and/or may arise hereafter, and (iii) as part of Administrative Agent's and Lenders' consideration for making the Loan, Administrative Agent and Lenders have specifically bargained for the waiver and relinquishment by Guarantor of all such defenses. Given all of the above, Guarantor does hereby represent and confirm to Administrative Agent and Lenders that Guarantor is fully informed regarding, and that Guarantor does thoroughly understand: (A) the nature of all such possible defenses, (B) the circumstances under which such defenses may arise, (C) the benefits which such defenses might confer upon Guarantor, and (D) the legal consequences to Guarantor of waiving such defenses. Guarantor acknowledges that Guarantor makes the Guaranty with the intent that the Guaranty and all of the informed waivers herein shall each and all be fully enforceable by Administrative Agent and Lenders, and that Administrative Agent and Lenders are induced to make the Loan in material reliance upon the presumed full enforceability thereof.

[Remainder of page left intentionally blank.]

Addendum

-4-

10.No Reliance. Guarantor, by initialing below, expressly represents and warrants that it did not rely on any representation, assurance or agreement, oral or written, not expressly set forth in the Guaranty in reaching its decisions to enter into the Guaranty and that no promises or other representations have been made to Guarantor which conflict with the written terms of the Guaranty. Guarantor represents to Administrative Agent and Lenders that (i) it has read and understands the terms and conditions contained in the Guaranty and the other Loan Documents executed in connection with the Guaranty, (ii) its legal counsel has carefully reviewed all of the Loan Documents (including, without limitation, the Guaranty) and it has received legal advice from counsel of its choice regarding the meaning and legal significance of the Guaranty and all other Loan Documents, (iii) it is satisfied with its legal counsel and the advice received from it, and (iv) it has relied only on its review of the Guaranty and the other Loan Documents and its own legal counsel's advice and representations (and it has not relied on any advice or representations from Administrative Agent or any Lender, or any of Administrative Agent's or any Lender's respective officers, employees, agents or attorneys). No course of prior dealing among the parties, no usage of trade, and no parol or extrinsic evidence of any nature may be used to supplement, modify or vary any of the terms of the Guaranty.

/s/ CJS

Guarantor’s Initials

Addendum

Section 10

IN WITNESS WHEREOF, Guarantor caused this Addendum to be executed as of the day and year first written above.

KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

[Signatures follow on next page.]

[Signature Page to A&R Payment Guaranty Addendum]

U.S. BANK NATIONAL ASSOCIATION,

a national banking association, as administrative

agent

By: /s/ Claudia N. Marciniak

Name: Claudia N. Marciniak

Title: Senior Vice President

[Signature Page to A&R Payment Guaranty Addendum]

Document

Exhibit 10.5.16

AMENDED AND RESTATED PROMISSORY NOTE

107,333,333.33	Newport Beach,<br>California

All values are in US Dollars.

FOR VALUE RECEIVED, KBSIII 500 WEST MADISON, LLC, a Delaware limited liability company, as maker, having its principal place of business at 800 Newport Center Drive, Suite 700, Newport Beach, California 92660 (“Borrower”), hereby unconditionally promises to pay to the order of BANK OF AMERICA, N.A. (“Lender”), at the office of U.S. Bank National Association, a national banking association, having an address at 4100 Newport Place, Suite 900, Newport Beach, California 92660, as agent ("Administrative Agent"), for itself and for the other financial institutions (collectively, the "Lenders") which are or may in the future become parties to the Loan Agreement (defined below), or such other place as Administrative Agent may from time to time designate in writing, the principal sum of ONE HUNDRED SEVEN MILLION THREE HUNDRED THIRTY-THREE THOUSAND THREE HUNDRED THIRTY-THREE and 33/100 DOLLARS ($107,333,333.33), or so much thereof as may have been advanced pursuant to the Loan Agreement (as defined below), in lawful money of the United States of America, with interest thereon to be computed from the date of this Amended and Restated Promissory Note (this “Note”) at the Loan Rate, and to be paid in accordance with the terms of this Note and that certain Revolving and Term Loan Agreement dated as of November 2, 2020 between Borrower, Lender, certain other “Lenders” named therein or made party thereto, and Administrative Agent, as amended by that certain First Modification Agreement (Long Form) dated as of March 8, 2023, that certain First Modification Agreement (Short Form) dated as of March 8, 2023 and recorded on March 14, 2023, that certain Second Modification Agreement dated as of November 2, 2023, that certain Third Modification Agreement dated as of November 1, 2024, that certain Extension Agreement dated as of December 9, 2024, that certain Second Extension Agreement dated as of December 12, 2024, that certain Third Extension Agreement dated as of December 18, 2024, and that certain Fourth Modification Agreement of even date herewith (the “Fourth Modification”) (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the "Loan Agreement"). All capitalized terms not defined herein have the respective meanings set forth in the Loan Agreement.

1.Payment Terms. Borrower agrees to pay the principal sum of this Note, to the extent advanced pursuant to the Loan Agreement, and interest on the unpaid principal sum of this Note from time to time outstanding at the rates and at the times specified in the Loan Agreement. The outstanding principal balance of the principal sum of this Note and all accrued and unpaid interest thereon is due and payable in full on the Maturity Date. All principal sums outstanding under this Note comprise a Non-Revolving Portion. This Note may only be prepaid in accordance with the terms and conditions of the Loan Agreement.

2.Acceleration. The Loan Agreement contains, among other things, provisions for the acceleration of the outstanding principal balance of the principal sum of this Note together with all interest accrued and unpaid hereon and all other sums, including late charges, SOFR breakage costs and other costs relating to the Loan, due to Lender under this Note, the Loan Agreement or any other Loan Document (the “Debt”) upon the happenings of certain stated events.

3.Loan Documents. This Note is one of the Notes referred to in the Loan Agreement. This Note is secured by the Security Instrument and the other Loan Documents. All of the terms, covenants and conditions contained in the Loan Agreement, the Security Instrument and the other Loan Documents are hereby made a part of this Note to the same extent and with the same force as if they were fully set

forth herein. In the event of a conflict or inconsistency between the terms of this Note and the Loan Agreement, the terms and provisions of the Loan Agreement will govern.

4.Savings Clause. In the event that the interest and/or charges in the nature of interest, if any, provided for by this Note, the Loan Agreement or by any other Loan Document, contravenes a legal or statutory limitation applicable to the Loan, if any, Borrower will pay only such amounts as would legally be permitted; provided, however, that if the defense of usury and all similar defenses are unavailable to Borrower, Borrower will pay all amounts provided for herein, in the Loan Agreement and in the other Loan Documents. If, for any reason, amounts in excess of the amounts permitted in the foregoing sentence have been paid, received, collected or applied hereunder, whether by reason of acceleration or otherwise, then, and in that event, any such excess amounts will be applied to principal, unless principal has been fully paid, in which event such excess amount will be refunded to Borrower.

5.Waivers. Borrower and all others who may become liable for the payment of all or any part of the Debt do hereby severally waive presentment and demand for payment, notice of dishonor, notice of intention to accelerate, notice of acceleration, protest and notice of protest and non-payment and all other notices of any kind. No release of any security for the Debt or extension of time for payment of this Note or any installment hereof, and no alteration, amendment or waiver of any provision of this Note, the Loan Agreement or the other Loan Documents made by agreement between Lender or any other Person will release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of Borrower or any other Person who may become liable for the payment of all or any part of the Debt under this Note, the Loan Agreement or the other Loan Documents. No notice to or demand on Borrower will waive any obligation of Borrower or waive any right of Lender or Administrative Agent to take further action without further notice or demand as provided for in this Note, the Loan Agreement or the other Loan Documents. If Borrower is a partnership or limited liability company, the agreements herein contained will remain in force and be applicable, notwithstanding any changes in the individuals comprising the partnership or limited liability company, and the term "Borrower," as used herein, will include any alternate or successor partnership or limited liability company, but any predecessor partnership or limited liability company and their partners or members will not thereby be released from any liability. If Borrower is a corporation, the agreements contained herein will remain in full force and be applicable notwithstanding any changes in the shareholders comprising, or the officers and directors relating to, the corporation, and the term "Borrower," as used herein, will include any alternative or successor corporation, but any predecessor corporation will not be relieved of liability hereunder. Nothing in the foregoing sentences may be construed as a consent to, or a waiver of, any prohibition or restriction on transfers of interests in such partnership, limited liability company or corporation, which may be set forth in the Loan Agreement, the Security Instrument or any other Loan Document.

6.No Oral Change. This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Borrower or Lender, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

7.Intentionally Omitted.

8.Governing Law; Waiver of Jury Trial; Jurisdiction. IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS NOTE AND THE OBLIGATIONS ARISING HEREUNDER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS, APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD CAUSE ANOTHER STATE’S LAWS TO APPLY) AND ANY APPLICABLE LAW

OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS NOTE AND THE LOAN AGREEMENT, AND THIS NOTE AND THE LOAN AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, AND ANY LAWS OF THE UNITED STATES OF AMERICA APPLICABLE TO NATIONAL BANKS.

TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION RELATING TO THE LOAN AND/OR THE LOAN DOCUMENTS. BORROWER, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (A) SUBMITS TO PERSONAL JURISDICTION IN THE STATE OF ILLINOIS OVER ANY SUIT, ACTION OR PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THIS NOTE, (B) AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF ILLINOIS, (C) SUBMITS TO THE JURISDICTION AND VENUE OF SUCH COURTS AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT, AND (D) AGREES THAT IT WILL NOT BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM (BUT NOTHING HEREIN WILL AFFECT THE RIGHT OF ADMINISTRATIVE AGENT AND/OR ANY LENDER TO BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM). BORROWER FURTHER CONSENTS AND AGREES TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO BORROWER AT THE ADDRESSES FOR NOTICES DESCRIBED IN THE LOAN AGREEMENT, AND CONSENTS AND AGREES THAT SUCH SERVICE WILL CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN WILL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW).

9.Severability. Wherever possible, each provision of this Note must be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note is prohibited by or invalid under applicable law, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note.

10.Time of the Essence. Time is of the essence hereof with respect to the dates, terms and conditions of this Note and the Loan Agreement.

11.Notices. All notices or other written communications hereunder must be delivered in accordance with Section 10.7 of the Loan Agreement.

12.Limitation on Liability. Notwithstanding anything to the contrary set forth herein, under no circumstances shall any of the members, partners, directors, shareholders or other constituent owners of Borrower (direct or indirect), other than Guarantor, have any liability for Borrower's obligations hereunder.

13.Amendment and Restatement. This Note renews, amends, restates and replaces, in its entirety, that certain Promissory Note executed by Borrower to the order of Lender and dated as of November 2, 2020, in the face principal amount of $125,000,000.00 (the "Existing Note"). This Note is not intended to, nor shall it be construed to, constitute a novation of the Existing Note or the obligations contained therein.

[NO FURTHER TEXT ON THIS PAGE]

IN WITNESS WHEREOF, Borrower has caused this Amended and Restated Promissory Note to be duly executed and delivered under seal as of the day and year first above set forth.

BORROWER:

KBSIII 500 WEST MADISON, LLC,

a Delaware limited liability company

By: KBSIII REIT ACQUISITION XI, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

[Signature Page to A&R Promissory Note – Bank of America]

Document

Exhibit 10.5.17

AMENDED AND RESTATED PROMISSORY NOTE

72,986,666.67	Newport Beach,<br>California

All values are in US Dollars.

FOR VALUE RECEIVED, KBSIII 500 WEST MADISON, LLC, a Delaware limited liability company, as maker, having its principal place of business at 800 Newport Center Drive, Suite 700, Newport Beach, California 92660 (“Borrower”), hereby unconditionally promises to pay to the order of DEUTSCHE PFANDBRIEFBANK AG (“Lender”), at the office of U.S. Bank National Association, a national banking association, having an address at 4100 Newport Place, Suite 900, Newport Beach, California 92660, as agent ("Administrative Agent"), for itself and for the other financial institutions (collectively, the "Lenders") which are or may in the future become parties to the Loan Agreement (defined below), or such other place as Administrative Agent or the holder hereof may, each in accordance with and subject to the terms of the Loan Agreement, from time to time designate in writing, the principal sum of SEVENTY-TWO MILLION NINE HUNDRED EIGHTY-SIX THOUSAND SIX HUNDRED SIXTY SIX AND 67/100 DOLLARS ($72,986,666.67), or so much thereof as may have been advanced pursuant to the Loan Agreement (as defined below), in lawful money of the United States of America, with interest thereon to be computed from the date of this Amended and Restated Promissory Note (this “Note”) at the Loan Rate, and to be paid in accordance with the terms of this Note and that certain Revolving and Term Loan Agreement dated as of November 2, 2020 between Borrower, Lender, certain other “Lenders” named therein or made party thereto, and Administrative Agent, as amended by that certain First Modification Agreement (Long Form) dated as of March 8, 2023, that certain First Modification Agreement (Short Form) dated as of March 8, 2023 and recorded on March 14, 2023, that certain Second Modification Agreement dated as of November 2, 2023, that certain Third Modification Agreement dated as of November 1, 2024, that certain Extension Agreement dated as of December 9, 2024, that certain Second Extension Agreement dated as of December 12, 2024, that certain Third Extension Agreement dated as of December 18, 2024, and that certain Fourth Modification Agreement of even date herewith (the “Fourth Modification”) (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the "Loan Agreement"). All capitalized terms not defined herein have the respective meanings set forth in the Loan Agreement.

forth herein. In the event of a conflict or inconsistency between the terms of this Note and the Loan Agreement, the terms and provisions of the Loan Agreement will govern.

7.Intentionally Omitted.

10.Time of the Essence. Time is of the essence hereof with respect to the dates, terms and conditions of this Note and the Loan Agreement.

11.Notices. All notices or other written communications hereunder must be delivered in accordance with Section 10.7 of the Loan Agreement.

13.Amendment and Restatement. This Note renews, amends, restates and replaces, in its entirety, that certain Promissory Note executed by Borrower to the order of Lender and dated as of November 2, 2020, in the face principal amount of $85,000,000.00 (the "Existing Note"). This Note is not intended to, nor shall it be construed to, constitute a novation of the Existing Note or the obligations contained therein.

[NO FURTHER TEXT ON THIS PAGE]

IN WITNESS WHEREOF, Borrower has caused this Amended and Restated Promissory Note to be duly executed and delivered under seal as of the day and year first above set forth.

BORROWER:

KBSIII 500 WEST MADISON, LLC,

a Delaware limited liability company

By: KBSIII REIT ACQUISITION XI, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

[Signature Page to A&R Promissory Note – Deutsche PFandbriefbank AG

Document

Exhibit 10.5.18

AMENDED AND RESTATED PROMISSORY

NOTE

42,933,333.33	Newport Beach,<br>California

All values are in US Dollars.

FOR VALUE RECEIVED, KBSIII 500 WEST MADISON, LLC, a Delaware limited liability company, as maker, having its principal place of business at 800 Newport Center Drive, Suite 700, Newport Beach, California 92660 ("Borrower"), hereby unconditionally promises to pay to the order of NATIONAL BANK OF KUWAIT S.A.K.P. Grand Cayman Branch ("Lender"), at the office of U.S. Bank National Association, a national banking association, having an address at 4100 Newport Place, Suite 900, Newport Beach, California 92660, as agent ("Administrative Agent"), for itself and for the other financial institutions (collectively, the "Lenders") which are or may in the future become parties to the Loan Agreement (defined below), or such other place as Administrative Agent may from time to time designate in writing, the principal sum of FORTY-TWO MILLION NINE HUNDRED THIRTY-THREE THOUSAND THREE HUNDRED THIRTY-THREE AND 33/100 DOLLARS ($42,933,333.33), or so much thereof as may have been advanced pursuant to the Loan Agreement (as defined below), in lawful money of the United States of America, with interest thereon to be computed from the date of this Amended and Restated Promissory Note (this "Note") at the Loan Rate, and to be paid in accordance with the terms of this Note and that certain Revolving and Term Loan Agreement dated as of November 2, 2020 between Borrower, Lender, certain other "Lenders" named therein or made party thereto, and Administrative Agent, as amended by that certain First Modification Agreement (Long Form) dated as of March 8, 2023, that certain First Modification Agreement (Short Form) dated as of March 8, 2023 and recorded on March 14, 2023, that certain Second Modification Agreement dated as of November 2, 2023, that certain Third Modification Agreement dated as of November 1, 2024, that certain Extension Agreement dated as of December 9, 2024, that certain Second Extension Agreement dated as of December 12, 2024, that certain Third Extension Agreement dated as of December 18, 2024, and that certain Fourth Modification Agreement of even date herewith (the “Fourth Modification”) (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the "Loan Agreement"). All capitalized terms not defined herein have the respective meanings set forth in the Loan Agreement.

2.Acceleration. The Loan Agreement contains, among other things, provisions for the acceleration of the outstanding principal balance of the principal sum of this Note together with all interest accrued and unpaid hereon and all other sums, including late charges, SOFR breakage costs and other costs relating to the Loan, due to Lender under this Note, the Loan Agreement or any other Loan Document (the "Debt") upon the happenings of certain stated events.

are hereby made a part of this Note to the same extent and with the same force as if they were fully set forth herein. In the event of a conflict or inconsistency between the terms of this Note and the Loan Agreement, the terms and provisions of the Loan Agreement will govern.

7.Intentionally Omitted.

THAT WOULD CAUSE ANOTHER STATE'S LAWS TO APPLY) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS NOTE AND THE LOAN AGREEMENT, AND THIS NOTE AND THE LOAN AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, AND ANY LAWS OF THE UNITED STATES OF AMERICA APPLICABLE TO NATIONAL BANKS.

10.Time of the Essence. Time is of the essence hereof with respect to the dates, terms and conditions of this Note and the Loan Agreement.

11.Notices. All notices or other written communications hereunder must be delivered in accordance with Section 10.7 of the Loan Agreement.

13.Amendment and Restatement. This Note renews, amends, restates and replaces, in its entirety, that certain Promissory Note executed by Borrower to the order of Lender and dated as of March 1, 2021, in the face principal amount of $50,000,000.00 (the "Existing Note"). This Note is not intended to, nor shall it be construed to, constitute a novation of the Existing Note or the obligations contained therein.

[NO FURTHER TEXT ON THIS PAGE]

IN WITNESS WHEREOF, Borrower has caused this Amended and Restated Promissory Note to be duly executed and delivered under seal as of the day and year first above set forth.

BORROWER:

KBSIII 500 WEST MADISON, LLC,

a Delaware limited liability company

By: KBSIII REIT ACQUISITION XI, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

[Signature Page to A&R Promissory Note – NBK]

Document

Exhibit 10.5.19

AMENDED AND RESTATED PROMISSORY

NOTE

98,746,666.67	Newport Beach,<br>California

All values are in US Dollars.

FOR VALUE RECEIVED, KBSIII 500 WEST MADISON, LLC, a Delaware limited liability company, as maker, having its principal place of business at 800 Newport Center Drive, Suite 700, Newport Beach, California 92660 ("Borrower"), hereby unconditionally promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION, a national banking association ("Lender"), having an address at 4100 Newport Place, Suite 900, Newport Beach, California 92660 or such other place as the holder hereof may from time to time designate in writing, the principal sum of NINETY-EIGHT MILLION SEVEN HUNDRED FORTY-SIX THOUSAND SIX HUNDRED SIXTY-SIX AND 67/100 DOLLARS ($98,746,666.67), or so much thereof as may have been advanced pursuant to the Loan Agreement (as defined below), in lawful money of the United States of America, with interest thereon to be computed from the date of this Amended and Restated Promissory Note (this "Note") at the Loan Rate, and to be paid in accordance with the terms of this Note and that certain Revolving and Term Loan Agreement dated as of November 2, 2020 among Borrower, Lender, certain other "Lenders" named therein or made party thereto, and U.S. Bank National Association, a national banking association, as Administrative Agent ("Administrative Agent"), as amended by that certain First Modification Agreement (Long Form) dated as of March 8, 2023, that certain First Modification Agreement (Short Form) dated as of March 8, 2023 and recorded on March 14, 2023, that certain Second Modification Agreement dated as of November 2, 2023, that certain Third Modification Agreement dated as of November 1, 2024, that certain Extension Agreement dated as of December 9, 2024, that certain Second Extension Agreement dated as of December 12, 2024, that certain Third Extension Agreement dated as of December 18, 2024, and that certain Fourth Modification Agreement of even date herewith (the “Fourth Modification”) (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the "Loan Agreement"). All capitalized terms not defined herein have the respective meanings set forth in the Loan Agreement.

2.Acceleration. The Loan Agreement contains, among other things, provisions for the acceleration of the outstanding principal balance of the principal sum of this Note together with all interest accrued and unpaid hereon and all other sums, including late charges, SOFR breakage costs and other costs relating to the Loan, due to Lender under this Note, the Loan Agreement or any other Loan Document (the "Debt") upon the happenings of certain stated events.

Agreement, the terms and provisions of the Loan Agreement will govern.

7.Intentionally Omitted.

BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS NOTE AND THE LOAN AGREEMENT, AND THIS NOTE AND THE LOAN AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, AND ANY LAWS OF THE UNITED STATES OF AMERICA APPLICABLE TO NATIONAL BANKS. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION RELATING TO THE LOAN AND/OR THE LOAN DOCUMENTS. BORROWER, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (A) SUBMITS TO PERSONAL JURISDICTION IN THE STATE OF ILLINOIS OVER ANY SUIT, ACTION OR PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THIS NOTE, (B) AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF ILLINOIS, (C) SUBMITS TO THE JURISDICTION AND VENUE OF SUCH COURTS AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT, AND (D) AGREES THAT IT WILL NOT BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM (BUT NOTHING HEREIN WILL AFFECT THE RIGHT OF ADMINISTRATIVE AGENT AND/OR ANY LENDER TO BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM). BORROWER FURTHER CONSENTS AND AGREES TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO BORROWER AT THE ADDRESSES FOR NOTICES DESCRIBED IN THE LOAN AGREEMENT, AND CONSENTS AND AGREES THAT SUCH SERVICE WILL CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN WILL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW).

10.Time of the Essence. Time is of the essence hereof with respect to the dates, terms and conditions of this Note and the Loan Agreement.

11.Notices. All notices or other written communications hereunder must be delivered in accordance with Section 10.7 of the Loan Agreement.

13.Amendment and Restatement. This Note renews, amends, restates and replaces, in its entirety, that certain Amended and Restated Promissory Note executed by Borrower to the order of Lender and dated as of March 1, 2021, in the face principal amount of $115,000,000.00 (the "Existing Note"). This Note is not intended to, nor shall it be construed to, constitute a novation of the Existing Note or the obligations contained therein.

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IN WITNESS WHEREOF, Borrower has caused this Amended and Restated Promissory Note to be duly executed and delivered under seal as of the day and year first above set forth.

BORROWER:

KBSIII 500 WEST MADISON, LLC,

a Delaware limited liability company

By: KBSIII REIT ACQUISITION XI, LLC,

a Delaware limited liability company,

its sole member

By: KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company,

its sole member

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

[Signature Page to A&R Promissory Note – U.B. Bank]

Document

Exhibit 10.5.20

Execution Version

AMENDED AND RESTATED RECOURSE CARVE-OUT GUARANTY

AGREEMENT

THIS AMENDED AND RESTATED RECOURSE CARVE-OUT GUARANTY AGREEMENT (this “Guaranty”) is made as of the 20th day of December, 2024, by KBS REIT PROPERTIES III, LLC, a Delaware limited liability company (“Guarantor”), to and for the benefit of U.S. BANK NATIONAL ASSOCIATION, a national banking association, as administrative agent (“Administrative Agent”), for itself as a “Lender” and the other “Lenders” under the Loan Agreement (referred to below).

RECITALS:

A.As more fully provided in that certain Revolving and Term Loan Agreement, dated as of November 2, 2020, as amended by that certain First Modification Agreement (Long Form) dated as of March 8, 2023, that certain First Modification Agreement (Short Form) dated as of March 8, 2023 and recorded on March 14, 2023, that certain Second Modification Agreement dated as of November 2, 2023, that certain Third Modification Agreement dated as of November 1, 2024, that certain Extension Agreement dated as of December 9, 2024, that certain Second Extension Agreement dated as of December 12, 2024, that certain Third Extension Agreement dated as of December 18, 2024 and that certain Fourth Modification Agreement of even date herewith (the “Fourth Modification”) (as so amended and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among KBSIII 500 WEST MADISON, LLC, a Delaware limited liability company (“Borrower”), the Lenders party thereto from time to time (collectively, the “Lenders”) and Administrative Agent, the Lenders agreed to loan to Borrower the maximum aggregate principal amount of $322,000,000.00 (the “Loan”).

C.Guarantor previously entered into that certain Recourse Carve-Out Guaranty Agreement, dated as of November 2, 2020, by the Guarantor in favor of Administrative Agent (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Guaranty”).

D.Guarantor will continue to benefit directly or indirectly and substantially from the making of the Loan.

E.The execution and delivery of this Guaranty is a condition precedent to Administrative Agent and the Lenders entering into the Fourth Modification and the Lenders’ making of the Loan.

1.Defined Terms and Certain Rules of Construction.

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	Guaranty Agreement

(c)All exhibits to this Guaranty, as now existing and as the same may from time to time be modified, are incorporated herein by this reference.

2.Indemnity and Guaranty.

(a)In addition to any and all guarantees delivered by Guarantor or any of them to Administrative Agent, Guarantor absolutely, unconditionally and irrevocably guarantees to Administrative Agent for the benefit of Administrative Agent and the Lenders and becomes surety for, and agrees to pay, protect, defend and save Administrative Agent and the Lenders harmless from and against, and indemnifies Administrative Agent and the Lenders from and against, any and all liabilities, obligations, losses, damages, costs and expenses (including reasonable attorneys' fees), causes of action, suits, claims, demands and judgments of any nature or description whatsoever (collectively, "Costs") which may at any time be imposed upon, incurred or suffered by or awarded against Administrative Agent or any Lender as a result of one or more of the following:

(i)the intentional misapplication or misappropriation by Borrower of any funds derived from the Project, including the misapplication or misappropriation by Borrower of rent, security deposits, insurance proceeds, condemnation awards, or other income arising with respect to the Project;

(ii)Borrower's intentional commission of physical waste with respect to the Project;

(iii)the fraud or intentional misrepresentation by Borrower or Guarantor made in or in connection with the Loan Documents or the Loan; or

(iv)(A) Borrower's voluntary or collusive filing, (B) the filing against Borrower by any affiliate of Borrower or (C) the filing against Borrower by any party unaffiliated with Borrower and such filing pursuant to this clause (C) is not dismissed within 90 days of filing, in each case, of any proceeding for relief under any federal or state bankruptcy, insolvency or receivership laws or any assignment for the benefit of creditors made by Borrower .

(b)Guarantor unconditionally and irrevocably guarantees to Administrative Agent for the benefit of itself and the Lenders, in addition to the payment of the Costs, one hundred percent (100%) of all amounts owing under the Indemnity by Borrower if (and only if) an Environmental Insurance Policy (as defined in the Loan Agreement) is not then in place or, if not then in place, does not otherwise cover Borrower for claims relating to environmental matters when and if demand is made by Administrative Agent under the Indemnity (i.e. Guarantor shall have no liability under this Guaranty for amounts owing under the Indemnity so long as the Environmental Insurance Policy covering the Project is in place or otherwise covers the liability of Borrower for environmental matters at the time demand is made by

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	Guaranty Agreement

Administrative Agent to Borrower under the Indemnity, whether or not the claim relating to any such environmental matter is a covered claim under such Environmental Insurance Policy (the "Environmental Liability").

(c)Guarantor unconditionally and irrevocably guarantees to Administrative Agent for the benefit of itself and the Lenders, in the addition to the payment of the Costs and Environmental Liabilities, the full and punctual payment and performance when due of all of the Obligations (as defined in the Loan Agreement) (collectively, “Obligations”), whether such Obligations would have arisen at maturity or earlier by reason of acceleration or otherwise and whether denominated as Costs, Environmental Liabilities, damages, principal, interest, fees or otherwise, together with all pre- and post- maturity interest thereon (including amounts that, but for the initiation of any proceeding under any insolvency or bankruptcy\ law, would become due), if one or more of the following events or conditions occurs:

(i)Borrower, Guarantor or any direct or indirect member of Borrower files, or the Project or any part thereof becomes an asset in, (1) a voluntary bankruptcy or insolvency proceeding, (2) an involuntary bankruptcy or insolvency proceeding (not brought by Administrative Agent) which is brought against Borrower, Guarantor or any direct or indirect member of Borrower or Guarantor, and which is facilitated, conducted, directed, solicited or joined, colluded or acquiesced in by Borrower, Guarantor, any direct or indirect member of Borrower or Guarantor or any of their respective principals or affiliates or (3) an involuntary bankruptcy or insolvency proceeding not described in clause (2) above, which is not dismissed within 90 days after filing;

(ii)Borrower, Structuring HoldCo or Guarantor fails to comply with any single, limited and/or Limited Purpose Entity or special purpose entity (“SPE”) covenants in any of the Loan Documents, including Sections 6.30 and 6.44 of the Loan Agreement (other than for actions permitted pursuant to the terms and provisions of the Loan Agreement) , which failure to comply results in the substantive consolidation of Borrower, Structuring Holdco or Guarantor as determined in a non-appealable decision by a court of competent jurisdiction;

(iii)the occurrence of any Transfer that is not expressly permitted pursuant to the terms and provisions of Section 6.9 of the Loan Agreement;

(iv)Borrower incurs any Liens other than Permitted Encumbrances or incurs any indebtedness other than indebtedness permitted under the Loan Agreement or any other Loan Document;

(v)following the occurrence of an Event of Default, any enforcement of Administrative Agent’s or any Lender’s rights or remedies under the Loan Documents, or in connection with any litigation relating to the Loan Documents wherein, in either such case, Borrower , Guarantor or any Affiliate of either of them (A) willfully in bad faith interferes with, hinders or delays the exercise of Administrative Agent’s or such Lender’s remedies, (B) contests in bad faith the validity or enforceability of the Loan Documents or (C) asserts a claim against Administrative Agent or any Lender, provided that clauses (A), (B) and (C) will not apply in the event that Borrower obtains a judgment that is not subject to appeal in a court of competent jurisdiction to the effect that its contest or claim was valid; or

(vi)any Pledge Documents are entered into that do not satisfy the requirements of a Permitted Pledge or if any Pledge Documents that have been entered into in

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	Guaranty Agreement

accordance with clauses (i), (ii) and (iii) of the “Permitted Pledge” definition are amended, restated, modified, supplemented, terminated or waived without the consent of Administrative Agent and each Lender to the extent required under the terms set forth in the definition of “Permitted Pledge”.

This is a guaranty of payment and performance and not of collection. The liability of Guarantor under this Guaranty is direct and immediate and not conditional or contingent upon the pursuit of any remedies against Borrower or any other person (including other guarantors, if any), nor against the collateral for the Loan. To the extent permitted by applicable law, Guarantor waives any right to require that an action be brought against Borrower or any other Person or to require that resort be had to any collateral for the Loan or to any balance of any deposit account or credit on the books of Administrative Agent or any Lender in favor of Borrower or any other Person. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower is relieved of or fails to incur any debt, obligation or liability as provided in the Loan Documents, Guarantor will nevertheless be fully liable for the Costs, Environmental Liability and Obligations. If the Costs, Environmental Liability and/or Obligations are partially paid or discharged by reason of the exercise of any of the remedies available to Administrative Agent and/or the Required Lenders, this Guaranty will nevertheless remain in full force and effect, and Guarantor will remain liable for all remaining Costs, Environmental Liability and/or Obligations, even though any rights which Guarantor may have against Borrower may be destroyed or diminished by the exercise of any such remedy.

3.Agreement to Pay. Guarantor agrees to pay, upon written demand by Administrative Agent, the Costs, Environmental Liability and Obligations, irrespective of whether any one or more of the following events have occurred: (i) Administrative Agent has made any demand on Borrower other than any notice specifically required by the Loan Documents; (ii) Administrative Agent or any Lender has taken any action of any nature against Borrower; (iii) Administrative Agent or any Lender has pursued any rights which it has against any other Person who may be liable for any of the Costs, Environmental Liability and/or Obligations; (iv) Administrative Agent or any Lender holds or has resorted to any security for the Costs, Environmental Liability and/or Obligations; or (v) Administrative Agent or any Lender has invoked any other remedy or right it has available with respect to the Costs, Environmental Liability and Obligations. The liability of Guarantor as surety and guarantor of the Costs, Environmental Liability and Obligations is unconditional. Guarantor therefore agrees to pay the Costs, Environmental Liability and Obligations even if any of the Loan Documents or any part thereof are for any reason invalid or unenforceable.

5.No Other Agreement, Defense. Guarantor warrants to Administrative Agent that: (i) no other agreement, representation or special condition exists between Guarantor, and any Lenders and/or Administrative Agent regarding the liability of Guarantor hereunder, nor does any understanding exist between Guarantor, and any Lenders and/or Administrative Agent that the obligations of Guarantor hereunder are or will be other than as set forth herein; and (ii) as of the date hereof, Guarantor has no defense whatsoever to any action or proceeding that may be brought to enforce this Guaranty.

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	Guaranty Agreement

6.No Right of Subrogation. Unless and until all Costs, Environmental Liability and Obligations of Borrower under the Loan Documents have been irrevocably and indefeasibly paid in full, performed and discharged, and the Lenders no longer have any obligation to make Advances, Guarantor waives and agrees not to enforce any claim, right or remedy which Guarantor may now have or hereafter acquires against the Borrower that arises hereunder and/or from the payment or performance by Guarantor of the obligations guaranteed hereunder, whether or not any such claim, right or remedy arises in equity, under contract, by statute or otherwise, including: (i) any right of Guarantor to be subrogated in whole or in part to any claim, right or remedy of Administrative Agent or any Lender; (ii) any claim, right or remedy of reimbursement, exoneration, contribution or indemnification from the Borrower or participation in any claim, right or remedy of Administrative Agent or any Lender against the Borrower, any security which Administrative Agent or any Lender now has or hereafter acquires; and (iii) any right to require the marshalling of assets of the Borrower. Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Loan Agreement and that the waivers set forth in this Paragraph are knowingly made in contemplation of such benefits.

7.Waiver of Notice. Guarantor waives any and all notice (other than as specifically set forth herein) with respect to: (i) acceptance by Administrative Agent of this Guaranty or any of the Loan Documents; and (ii) other than as specifically set forth therein, the provisions of any of the Loan Documents or any other instrument or agreement relating to the obligations guaranteed hereunder; and (iii) any default in connection with the obligations guaranteed hereunder.

8.Waiver of Presentment, Etc. Guarantor waives any presentment, demand, notice of dishonor or nonpayment, protest and notice of protest in connection with the Costs, Environmental Liability and/or Obligations except as specifically set forth herein or in the Loan Documents.

9.Administrative Agent’s Rights. To the extent permitted by applicable law, Guarantor waives any defense hereunder based on any claim that Administrative Agent or any Lender has done any of the following, and agrees that any of the following may occur from time to time and, without notice to Guarantor and without adversely affecting the validity or enforceability of this Guaranty: (i) release, surrender, exchange, compromise or settle the obligations guaranteed hereunder or any portion thereof; (ii) change, renew, or waive the terms of the obligations guaranteed hereunder or any portion thereof; (iii) change, renew, or waive the terms, including the rate of interest charged to the Borrower, of any note, instrument, or agreement relating to the obligations guaranteed hereunder or any portion thereof; (iv) grant any extension or indulgence with respect to the payment or performance of the obligations guaranteed hereunder or any part thereof; (v) enter into any agreement of forbearance with respect to the obligations guaranteed hereunder, or any part thereof; (vi) sell, release, surrender, exchange or compromise any security held by Administrative Agent for any of the obligations guaranteed hereunder; (vii) release any person or entity that is a guarantor or surety or who has agreed to purchase the obligations guaranteed hereunder or any portion thereof; (viii) release, surrender, exchange or compromise any security or lien held by Administrative Agent for the liabilities of any person or entity that is a guarantor or surety for the obligations guaranteed hereunder or any portion thereof; and (ix) settle, release, adjust or compromise any claim against the Borrower or any other person secondarily or otherwise liable, including but not limited to any other guarantors or sureties of the obligations guaranteed hereunder. To the extent permitted by applicable law, Guarantor agrees any of the above may occur from time to time and without giving any notice to Guarantor and that Guarantor will remain liable for full payment and performance of the obligations guaranteed hereunder. Guarantor further waives any defense based on a claim or defense of Borrower, and waives any right to require Administrative Agent or any Lender to proceed against Borrower, proceed against or exhaust any security for the obligations guaranteed hereunder or pursue any other remedy in Administrative Agent’s or any Lender’s power whatsoever.

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11.Covenants. Guarantor covenants and agrees, from the date hereof and until the obligations guaranteed hereunder have been irrevocably and indefeasibly paid in full, performed and discharged, and the Lenders no longer have any obligation to make Advances, to:

(b)cause any indebtedness between or among Guarantor and any other surety or guarantor of the Costs, Environmental Liability or Obligations to be subordinated to the Loan;

(c)furnish Administrative Agent with the financial statements and other information required to be provided by or on behalf of Guarantor under Section 6.15 of the Loan Agreement within the time periods provided for in the Loan Agreement together with such additional information as Administrative Agent shall reasonably request (not more than once per month) regarding Guarantor, within thirty (30) days (or such reasonably necessary time period as may be required by Guarantor) after Administrative Agent's written request therefor (including, when applicable, covenant compliance certificates from Guarantor in form and substance satisfactory to Administrative Agent with respect to Guarantor's financial covenants set forth herein); and

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Agent in its reasonable discretion. For purposes of this definition, nonrecurring items shall be deemed to include, without limitation, (w) gains and losses on early extinguishment of Indebtedness, (x) any breakage payments or fees in connection with a Swap, (y) non-cash severance and other non-cash restructuring charges and (z) transaction costs of acquisitions not permitted to be capitalized pursuant to GAAP. As used herein, "Interest Charges" shall mean the sum of Guarantor's and Guarantor's subsidiaries (without duplication) interest expense (excluding any amortized loan costs relating to loan fees or costs or fees relating to hedging instruments, and excluding Guarantor’s share of the Interest Charges of Prime US REIT) and shall be reduced by any income from any hedging instruments.

12.Intentionally Deleted.

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Documents, or grant, sell, assign or encumber participations in all or any portion of its rights and obligations under the Loan and the Loan Documents, and that the guaranty obligations of Guarantor under the Loan Documents will also apply with respect to any purchaser of the Loan (or any portion thereof), assignee, Lender or participant (subject to Sections 10.10 and 10.11 of the Loan Agreement) without any additional notice to or consent from Guarantor, except as expressly provided under the Loan Agreement. Guarantor hereby acknowledges and agrees that each Lender may disclose any and all information in such Lender’s possession to any Transferee subject to and in accordance with Section 10.10(e) of the Loan Agreement.

23.No Election of Remedies. Guarantor acknowledges that Administrative Agent may, in its sole discretion, elect to enforce this Guaranty for the benefit of itself and the Lenders for the total amount of the obligations guaranteed hereunder or any part thereof against Guarantor without any duty or responsibility to pursue any other person or entity and that such an election by Administrative Agent will not be a defense to any action Administrative Agent may elect to take against Guarantor.

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	Guaranty Agreement

WITH THE LAWS OF THE STATE OF ILLINOIS.

GUARANTOR AND ADMINISTRATIVE AGENT, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (A) SUBMIT TO PERSONAL JURISDICTION IN THE STATE OF ILLINOIS OVER ANY SUIT, ACTION OR PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THIS GUARANTY, (B) AGREE THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION OVER THE STATE OF ILLINOIS, AND (C) SUBMIT TO THE JURISDICTION OF SUCH COURTS. TO THE FULLEST EXTENT PERMITTED BY LAW, GUARANTOR AGREES THAT IT WILL NOT BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM (BUT NOTHING HEREIN WILL AFFECT THE RIGHT OF ADMINISTRATIVE AGENT TO BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM). GUARANTOR FURTHER CONSENTS AND AGREES TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO GUARANTOR AT THE ADDRESSES FOR NOTICES DESCRIBED IN THIS GUARANTY, AND CONSENTS AND AGREES THAT SUCH SERVICE WILL CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN WILL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW).

ADMINISTRATIVE AGENT AND GUARANTOR, TO THE FULLEST EXTENT NOW OR HEREAFTER PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVE, RELINQUISH AND FOREVER FORGO THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS GUARANTY OR ANY CONDUCT, ACT OR OMISSION OF ADMINISTRATIVE AGENT OR GUARANTOR, OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH ADMINISTRATIVE AGENT OR ANY GUARANTOR, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

25.Subordination. Any indebtedness of Borrower to Guarantor now or hereafter existing is hereby subordinated to the Loan. Guarantor agrees that, until the Loan has been irrevocably and indefeasibly paid in full, performed and discharged, and the Lenders no longer have any obligation to make Advances, Guarantor will not seek, accept, or retain for Guarantor’s own account, any payment from Borrower on account of such subordinated debt. Any such payments received by Guarantor must be held in trust for Administrative Agent, for the benefit of itself and the Lenders, and must be paid over to Administrative Agent on account of the Loan without reducing, impairing or releasing the obligations of Guarantor hereunder.

26.Document Imaging, Electronic Transactions and the UETA. Without notice to or consent of Borrower or Guarantor, Administrative Agent may create electronic images of this Guaranty and the other Loan Documents and destroy paper originals of any such imaged documents. Provided that such images are maintained by or on behalf of Administrative Agent as part of Administrative Agent’s normal business processes, Guarantor agrees that such images have the same legal force and effect as the paper originals, and are enforceable against Guarantor. Furthermore, if applicable, Guarantor agrees that Administrative Agent may convert any Loan Document into a “transferrable record” as such term is defined under, and to the extent permitted by, the UETA, with the image of such instrument in Administrative Agent’s possession constituting an “authoritative copy” under the UETA.

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	Guaranty Agreement

27.Swap Eligibility. Guarantor represents that as of the date of the execution of this Guaranty, and is deemed to represent on each day that Borrower enters into a swap, that Guarantor is an “eligible contract participant” as defined in the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

28.Intentionally Omitted.

29.Limited Recourse Provision. Notwithstanding anything else stated to the contrary in this Guaranty, none of the constituent members, partners, or any other constituent owners (whether direct or indirect) in Guarantor shall have any liability whatsoever for any of Guarantor's obligations under this Guaranty. For purposes of clarification, in no event shall the above language limit, reduce or otherwise affect Borrower's liability or obligations under the Loan Documents, or Administrative Agent's right to exercise any rights or remedies against any collateral securing the Loan.

30.Environmental Liability. Notwithstanding anything stated to the contrary in this Guaranty, in the event that (i) Administrative Agent and the Lenders have received Non-Contestable payment in full of all of the all of the Obligations, including but not limited to repayment in full of the Notes, but excluding any of the Obligations which might arise in the future (but as to which no claim has then arisen at the time of such Non-Contestable payment in full of the Obligations) under the provisions of the Indemnity or (ii) Administrative Agent or its nominee or any third party takes record title to the Project, or any part thereof, following the exercise of Administrative Agent's rights and remedies under the Loan Documents, Guarantor shall nonetheless have the right to terminate its continuing liability under Section 2(b) of this Guaranty with respect to Borrower's obligations under the Indemnity (and only as to such obligations), upon fulfillment of each of the following conditions to the reasonable satisfaction of Administrative Agent:

(a)Guarantor or Borrower shall have delivered to Administrative Agent a new environmental insurance policy which insures Administrative Agent (on behalf of Lenders) ("New Environmental Insurance Policy") as to the Project and which:

(i)is comparable to the existing Environmental Insurance Policy for the Project approved by Administrative Agent except the policy limits shall be at least $5,000,000 for each occurrence and in the aggregate with a retention of no greater than $100,000; and

(ii)is issued by the same company as the existing Environmental Insurance Policy or a replacement company with an AM Best's Rating equivalent or better than A- (Excellent)/IX; and

(b)Borrower shall maintain the Project as a covered location on such New Environmental Insurance Policy for a period of no less than three (3) years from the date the Loan is repaid or the Project is acquired, as applicable, as set forth above; and

(c)Administrative Agent shall have received evidence that all premiums for three (3) years coverage under such New Environmental Insurance Policy have been prepaid in full.

Such termination of Guarantor's liability under Section 2(b) of this Guaranty with respect to Borrowers' obligations under the Indemnity shall become effective only upon the delivery by Administrative Agent to Guarantor of a specific written acknowledgment of the satisfaction of all of the foregoing conditions and the termination of such obligations, which acknowledgement Administrative Agent agrees to provide unless any of the conditions to such termination have not been satisfied. This

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Section 29 shall under no circumstance be interpreted to terminate or limit any of Guarantor's liabilities in Section 2 of this Guaranty except to the extent such liabilities relate to Borrower's obligations under the Indemnity.

(d)Notwithstanding anything stated to the contrary in this Guaranty, in the event that Borrower, as Indemnitor (as defined in the Indemnity), successfully exercises its right to terminate its continuing liability under the Indemnity pursuant to and in accordance with the terms and conditions of Section 4 thereof, Guarantor's liability under Section 2(b) of this Guaranty with respect to its guaranty of Borrower's obligations under the Indemnity (and only as to such obligations) shall automatically terminate.

For the purposes of this Section 30, the term "Non-Contestable" shall mean the receipt of payment of the Notes or other satisfaction of all of the Obligations and the expiration of all periods of time within which a claim for the recovery of a preferential payment, or fraudulent conveyance, or fraudulent transfer, in respect of payments received by Administrative Agent or any Lender as to the Obligations could be filed or asserted with (i) no such claim having been filed or asserted, or (ii) if so filed or asserted, the final, non-appealable decision of a court of competent jurisdiction denying the claim or assertion.

31.Addendum. Attached hereto and incorporated into this Guaranty is an Addendum. In the event of any inconsistencies between the terms and conditions of such Addendum and the other terms and conditions of this Guaranty, the terms of the Addendum will control and be binding.

32.Amendment and Restatement. This Guaranty amends, restates and replaces the Existing Guaranty. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Guaranty or any agreements, documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby or by instruments executed concurrently herewith.

[NO FURTHER TEXT ON THIS PAGE]

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IN WITNESS WHEREOF, Guarantor has executed and delivered this Guaranty as of the date first set forth above.

GUARANTOR:

KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J, Schreiber, Jr.,

Chief Executive Officer

Notice Address:

c/o KBS Capital Advisors LLC

800 Newport Center Drive, Suite 700

Newport Beach, CA 92660

Attention: Pamela Azanza-Rogalski

[Signature Page to A&R Recourse Carve-Out Guaranty]

ADDENDUM TO AMENDED AND RESTATED RECOURSE CARVE-OUT

GUARANTY AGREEMENT

KBS REIT PROPERTIES III, LLC

IN FAVOR OF

U.S. BANK NATIONAL ASSOCIATION

This Addendum supplements that certain Amended and Restated Recourse Carve-Out Guaranty Agreement to which it is attached (including all addenda attached thereto, and all modifications and amendments thereto, the "Guaranty") by KBS REIT PROPERTIES III, LLC, a Delaware limited liability company ("Guarantor") in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association, as administrative agent ("Administrative Agent") for itself as a "Lender" and the other "Lenders" under the Loan Agreement. In the event of any conflict between the provisions of this Addendum, on the one hand, and the Guaranty, on the other hand, the provisions of this Addendum shall prevail and control. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Guaranty.

1.Agreement to Pay. The reference to "Costs and Environmental Liability" set forth in clause (iv) of Section 3 of the Guaranty is hereby changed to "Obligations of Borrower guaranteed hereunder".

2.Administrative Agent's Rights.

(b)The last sentence of Section 9 of the Guaranty is hereby deleted in its entirety and replaced with the following: "To the extent permitted by applicable law, Guarantor further waives any defense based on a claim or defense of Borrower, and waives any right to require Administrative Agent or any Lender to proceed against Borrower, proceed against or exhaust any security for the obligations of Borrower guaranteed hereunder or pursue any other remedy in Administrative Agent's or Lenders' power whatsoever".

4.Waivers. Without limiting any of the other waivers and provisions set forth in the Guaranty, Guarantor hereby waives:

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the obligations of Borrower guaranteed hereunder, has destroyed the Guarantor's rights of subrogation and reimbursement against Borrower by the operation of any applicable Laws.

(c)All rights and defenses that Guarantor may have because the Borrower's debt is secured by real property. This means, among other things:

(i)Administrative Agent and Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower; and

The foregoing is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Borrower's debt is secured by real property.

5.Obligations Remaining Outstanding After Payments and Liquidation of Collateral Shall Be That Guaranteed Hereby. Guarantor agrees that certain amounts, costs and expenses may remain owing after the application of payments received from Borrower and the application of proceeds received from the foreclosure of the Security Instrument (or after application of the credit bid of the Administrative Agent or any Lender at the foreclosure sale) and other liquidation of the collateral for the Loan, shall be deemed to be part of the obligations guaranteed hereunder; and Guarantor may not claim or contend so long as any such amounts, costs and expenses guaranteed hereby remain outstanding that any payments received by Administrative Agent or Lenders from Borrower or otherwise, or proceeds received by Administrative Agent or Lenders on the liquidation of the collateral for the Loan, shall have reduced or discharged Guarantor's liability or obligations hereunder. Nothing contained in this Section shall be deemed to (a)

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limit or otherwise impair any of the waivers or agreements of Guarantor contained in the other Sections of the Guaranty, (b) require Administrative Agent or Lenders to proceed against Borrower or any collateral for the Loan before proceeding against Guarantor (any such requirement having been specifically waived), or (c) limit or otherwise impair any rights Administrative Agent and Lenders would have in the absence of this Section.

7.Guarantor Representations. Guarantor represents and warrants to Administrative Agent and Lenders that Guarantor now has and will continue to have full and complete access to any and all information concerning the transactions contemplated by the Loan Documents or referred to therein, the value of the assets owned or to be acquired by Borrower, Borrower's financial status and its ability to pay and perform its obligations to Administrative Agent and Lenders. Guarantor further represents and warrants that Guarantor has reviewed and approved copies of the Loan Documents and is fully informed of the remedies Administrative Agent and Lenders may pursue, with or without notice to Borrower, in the event of an Event of Default under the Note or other Loan Documents. So long as any of the obligations guaranteed hereunder remain unsatisfied or owing to Administrative Agent or Lenders, Guarantor shall keep fully informed as to all aspects of Borrower's financial condition and the performance of the obligations of Borrower to Administrative Agent and Lenders.

8.Bankruptcy. So long as any of Borrower's obligations are owing to Administrative Agent and Lenders, Guarantor shall not, without the prior written consent of Administrative Agent, commence or join with any other party in commencing any bankruptcy, reorganization or insolvency proceedings of or against Borrower. Administrative Agent shall have the sole right to accept or reject any plan on behalf of Guarantor proposed in such case and to take any other action which Guarantor would be entitled to take, including, without limitation, the decision to file or not file a claim. Guarantor acknowledges and agrees that any interest on the obligations of Borrower to Administrative Agent and Lenders that are guaranteed hereunder which accrues after the commencement of any such proceeding (or, if interest on any portion of the obligations of Borrower to Administrative Agent and Lenders ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on any such portion of the obligations of Borrower to Administrative Agent and Lenders if said proceedings had not been commenced) will be included in the obligations guaranteed hereunder because it is the intention of the parties that the obligations guaranteed hereunder should be determined without regard to any rule or law or order which may relieve Borrower of any portion of its obligations. Guarantor hereby permits any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person to pay Administrative Agent and Lenders, or allow the claim of Administrative Agent and Lenders in respect of, any such interest accruing after the date on which such proceeding is commenced. Guarantor hereby assigns to Administrative Agent for the benefit of the Lenders Guarantor's right to receive any payments from any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person by way of dividend, adequate protection payment or otherwise. If all or any portion of the obligations of Borrower that are guaranteed hereunder are paid or performed by Borrower, the obligations of Guarantor hereunder shall continue and remain in full force and effect in the event that all or any part of such payment(s) or performance(s) is avoided or recovered directly or indirectly from Administrative Agent or Lenders as a preference, voidable transfer or otherwise in such case irrespective of payment in full of all obligations under the Loan Documents.

9.Understanding of Obligations and Waivers. Guarantor hereby acknowledges that: (i) the obligations undertaken by Guarantor in the Guaranty are complex in nature, (ii) numerous possible defenses

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to the enforceability of these obligations of Guarantor may presently exist and/or may arise hereafter, and (iii) as part of Administrative Agent's and Lenders' consideration for making the Loan, Administrative Agent and Lenders have specifically bargained for the waiver and relinquishment by Guarantor of all such defenses. Given all of the above, Guarantor does hereby represent and confirm to Administrative Agent and Lenders that Guarantor is fully informed regarding, and that Guarantor does thoroughly understand: (A) the nature of all such possible defenses, (B) the circumstances under which such defenses may arise, (C) the benefits which such defenses might confer upon Guarantor, and (D) the legal consequences to Guarantor of waiving such defenses. Guarantor acknowledges that Guarantor makes the Guaranty with the intent that the Guaranty and all of the informed waivers herein shall each and all be fully enforceable by Administrative Agent and Lenders, and that Administrative Agent and Lenders are induced to make the Loan in material reliance upon the presumed full enforceability thereof.

[Remainder of page left intentionally blank.]

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No Reliance. Guarantor, by initialing below, expressly represents and warrants that it did not rely on any representation, assurance or agreement, oral or written, not expressly set forth in the Guaranty in reaching its decisions to enter into the Guaranty and that no promises or other representations have been made to Guarantor which conflict with the written terms of the Guaranty. Guarantor represents to Administrative Agent and Lenders that (i) it has read and understands the terms and conditions contained in the Guaranty and the other Loan Documents executed in connection with the Guaranty, (ii) its legal counsel has carefully reviewed all of the Loan Document (including, without limitation, the Guaranty) and it has received legal advice from counsel of its choice regarding the meaning and legal significance of the Guaranty and all other Loan Documents, (iii) it is satisfied with its legal counsel and the advice received from it, and (iv) it has relied only on its review of the Guaranty and the other Loan Documents and its own legal counsel’s advice and representations (an it has not relied on any advice or representations from Administrative Agent or any Lender, or any of Administrative Agent’s or any Lender’s respective officers, employees, agents or attorneys). No course of prior dealing among the parties, no usage of trade, and no parol or extrinsic evidence of any nature may be used to supplement, modify or vary any of the terms of the Guaranty.

/s/ CJS

Guarantor’s Initials

Addendum

Section 10

IN WITNESS WHEREOF, Guarantor caused this Addendum to be executed as of the day and year first written above.

KBS REIT PROPERTIES III, LLC,

a Delaware limited liability company

By: KBS LIMITED PARTNERSHIP III,

a Delaware limited partnership,

its sole member

By: KBS REAL ESTATE INVESTMENT TRUST III, INC.,

a Maryland corporation,

its general partner

By: /s/ Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr.,

Chief Executive Officer

[Signatures follow on next page.]

[Signature Page to A&R Recourse Carve-Out Guaranty Addendum]

U.S. BANK NATIONAL ASSOCIATION,

a national banking association, as administrative

agent

By: /s/ Claudia N. Marciniak

Name: Claudia N. Marciniak

Title: Senior Vice President

[Signature Page to A&R Recourse Carve-Out Guaranty Addendum]

Document

Exhibit 10.1.2

AMENDMENT NO. 1

TO THE

ADVISORY AGREEMENT

This amendment no. 1 to the Advisory Agreement dated as of September 27, 2024 (the “Advisory Agreement”), between KBS Real Estate Investment Trust III, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), is entered as of October 11, 2024 (the “Amendment”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement.

WHEREAS, the Advisor has agreed to a reduced and deferred Disposition Fee with respect to the sale of the Preston Commons Property;

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Advisor agree as follows:

1.Disposition Fees. Notwithstanding anything contained in Section 8.04 of the Advisory Agreement to the contrary and subject to the further limitations contained in the Company’s Articles of Incorporation, if the Advisor or any of its Affiliates provide a substantial amount of services (as determined by the Conflicts Committee) in connection with the sale of the Preston Commons Property, the Company and the Advisor agree that the Disposition Fee payable to the Advisor for such sale shall be reduced to $500,000.00 and that payment of such Disposition Fee shall be deferred to December 1, 2025.

2.Ratification; Effect on Advisory Agreement.

a.Ratification. The Advisory Agreement, as amended hereby, shall remain in full force and effect and is hereby ratified and confirmed in all respects.

b.Effect on the Advisory Agreement. On and after the date hereof, each reference in the Advisory Agreement to “this Agreement,” “herein,” “hereof,” “hereunder,” or words of similar import shall mean and be a reference to the Advisory Agreement as amended hereby.

Signature page follows.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written.

KBS REAL ESTATE INVESTMENT TRUST III, INC.

By: /s/Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr., Chief Executive Officer

KBS CAPITAL ADVISORS LLC

By: PBren Investments, L.P., a Manager

By: PBren Investments, LLC, as general partner

By: PBCS Management, LLC, a Manager

By: /s/Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr., Manager

By: Schreiber Real Estate Investments, L.P., a Manager

By: Schreiber Investments, LLC, as general partner

By: PBCS Management, LLC, a Manager

By: /s/Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr., Manager

Document

Exhibit 10.1.3

AMENDMENT NO. 2

TO THE

ADVISORY AGREEMENT

This amendment no. 2 to the Advisory Agreement dated as of September 27, 2024, as amended on October 11, 2024 (the “Advisory Agreement”), between KBS Real Estate Investment Trust III, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), is entered as of December 20, 2024 (the “Amendment”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement.

WHEREAS, the Advisor has agreed to defer a portion of its Asset Management Fees with respect to the Accenture Tower Property;

1.Asset Management Fees. Notwithstanding anything contained in Section 8.03(i) of the Advisory Agreement to the contrary and subject to the further limitations set forth in the Advisory Agreement, payment of 10% of the Asset Management Fees otherwise due with respect to the Accenture Tower Property shall be deferred until KBSIII 500 West Madison, LLC (the “Borrower”) has paid in full its obligations under the Revolving and Term Loan Agreement dated as of November 2, 2020, as amended, modified, supplemented or restated from time to time (the “Loan Agreement”), by and among the Borrower, U.S. Bank National Association, a national banking association, as administrative agent, and each of the lenders from time to time party thereto; provided, however, that upon the occurrence and during the continuance of a Restricted Payment Event (as defined in the Loan Agreement), all Asset Management Fees with respect to the Accenture Tower Property will be deferred and during the Restricted Payment Event, such deferred Asset Management Fees may only be paid to the Advisor with the consent of the Required Lenders (as defined in the Loan Agreement).

2.Ratification; Effect on Advisory Agreement.

a.Ratification. The Advisory Agreement, as amended hereby, shall remain in full force and effect and is hereby ratified and confirmed in all respects.

Signature page follows.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written.

KBS REAL ESTATE INVESTMENT TRUST III, INC.

By: /s/Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr., Chief Executive Officer

KBS CAPITAL ADVISORS LLC

By: PBren Investments, L.P., a Manager

By: PBren Investments, LLC, as general partner

By: PBCS Management, LLC, a Manager

By: /s/Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr., Manager

By: Schreiber Real Estate Investments, L.P., a Manager

By: Schreiber Investments, LLC, as general partner

By: PBCS Management, LLC, a Manager

By: /s/Charles J. Schreiber, Jr.

Charles J. Schreiber, Jr., Manager

Document

Exhibit 14.1

KBS REAL ESTATE INVESTMENT TRUST III, INC.

CODE OF CONDUCT AND ETHICS

KBS Real Estate Investment Trust III, Inc. (the “Company”) has established this Code of Conduct and Ethics (the “Code”) that applies to (i) the Company’s officers and directors and (ii) the managers, officers, employees and independent contractors of KBS Capital Advisors LLC (the “Advisor”), KBS Capital Markets Group LLC (the “Dealer Manager”) and KBS Realty Advisors LLC (“KBS Realty”) who regularly provide services to or for the benefit of the Company (collectively, the Advisor, Dealer Manager and KBS Realty are “KBS Entities”). The persons set forth under (i) and (ii) above are “Covered Persons” under the Code. The Code does not address every issue that may arise, but it sets out basic principles and a methodology to help guide the Covered Persons in the attainment of their common goal of compliance with the law and the performance of their responsibilities in an ethical manner.

1.COMPLIANCE OFFICER

The Company’s Compliance Officer will be responsible for ensuring that the Code is established and effectively communicated to all Covered Persons and will handle the Company’s day-to-day compliance matters. The Compliance Officer will be the Director of Internal Audit.

Among the responsibilities of the Compliance Officer are:

•Receiving, reviewing, investigating and resolving concerns and reports on the matters described in the Code;

•Providing guidance on the meaning and application of the Code; and

•Reporting periodically and as matters arise (if deemed necessary by the Compliance Officer) on the implementation and effectiveness of the Code and other compliance matters and recommending any updates or amendments to the Code that the Compliance Officer deems necessary to (i) management of the Company and (ii) the Company’s Audit Committee.

The Compliance Officer is the “go to” person for questions and concerns relating to the Code, especially in the event of a potential violation.

The Compliance Officer will, with the assistance and cooperation of the Company’s officers and directors, foster an atmosphere where Covered Persons are comfortable communicating and/or reporting concerns and possible violations of the Code.

2.REPORTING VIOLATIONS, INVESTIGATIONS, ENFORCEMENT AND WHISTLEBLOWER/NON-RETALIATION POLICY

The Company’s efforts to ensure observance of, and adherence to, the goals and policies outlined in the Code mandate that Covered Persons promptly report material transactions,

relationships, acts, failures to act, occurrences or practices that such Covered Person believes, in good faith, are inconsistent with, in violation of or reasonably could be expected to give rise to a violation of the Code. Covered Persons should report any suspected violations of the Company’s financial reporting obligations or any complaints or concerns about questionable accounting or auditing practices in accordance with the procedures of the Code. Covered Persons should note that persons outside the Company may report complaints or concerns about suspected violations or concerns regarding internal accounting controls, accounting or auditing matters. Covered Persons should report these concerns and complaints immediately upon receipt.

Covered Persons are expected to become familiar with and to understand the requirements of the Code. If a Covered Person becomes aware of a suspected violation, he or she should not try to investigate it or resolve it on his or her own. Prompt disclosure to the appropriate parties is vital to ensuring a thorough and timely investigation and resolution. The circumstances should be reviewed by appropriate personnel as promptly as possible, as delay may affect the results of any investigation. A violation of the Code, or of applicable laws and/or governmental regulations, is a serious matter and could have legal implications. Allegations of such behavior are not taken lightly and should not be made to embarrass anyone or put such person in a false light. Reports of suspected violations should always be made in good faith.

Reporting Violations Generally

In the event a Covered Person believes a violation of the Code, or a violation of applicable laws and/or governmental regulations has occurred or a Covered Person has observed or becomes aware of conduct that appears to be contrary to the Code, or has received notice of a complaint or concern regarding the Company’s financial disclosure, accounting practices, internal accounting controls, auditing, or questionable accounting or auditing matters, he or she must immediately report the situation to the Compliance Officer, Ethics Hotline or the Audit Committee Chair, or if the Compliance Officer is the individual responsible for the violation or suspected violation of the Code, then such Covered Person should immediately report the situation to the Ethics Hotline or Audit Committee Chair. If confidentiality and anonymity are needed, then such Covered Person should immediately report the situation to the Ethics Hotline.

Anonymous Reporting

If a Covered Person wishes to report any such matters anonymously or confidentially, he or she should report the suspected violation or other complaint or concern by using the Company’s Ethics Hotline or by sending a letter to the Audit Committee Chair. All Covered Persons may submit a report by any of the following:

•Via the internet at http://www.ethicspoint.com or

•By calling the toll free hotline at 1-888-329-6414 or

•By mailing a description of the suspected violation or concern to:

Audit Committee Chair

c/o KBS Real Estate Investment Trust III, Inc.

800 Newport Center Drive, Suite 700

Newport Beach, CA 92660

Reports made via the Ethics Hotline will be sent to the Compliance Officer and the Audit Committee Chair, provided that no person named in the report will receive the report directly.

Non-Retaliation Policy

It is a federal crime for anyone to retaliate intentionally against any person who provides truthful information to a law enforcement official concerning a possible violation of any federal law. Moreover, the Company will not permit any form of intimidation or retaliation against any reporting Covered Person because of any lawful act done by that person to:

•provide information or assist in an investigation regarding any conduct that the reporting person reasonably believes constitutes a violation of laws, rules, regulations, the Code, or any Company policies; or

•file, testify, participate in, or otherwise assist in a proceeding relating to a violation of any law, rule or regulation.

Any act of intimidation or retaliation against a Covered Person for reporting alleged violations of the Code while acting in good faith is a violation of Company policy and should be reported immediately under the Code.

In cases in which a Covered Person reports a suspected violation in good faith and is not engaged in the questionable conduct, the Company will attempt to keep its discussions with the Covered Person confidential to the extent reasonably possible. In the course of its investigation, the Company may find it necessary to share information with others on a “need to know” basis or may be required by law to disclose information.

Internal Investigation

When an alleged violation of the Code is reported, the Company shall take prompt and appropriate action in accordance with the law and regulations and otherwise consistent with good business practice. If the suspected violation appears to involve either a possible violation of law or an issue of significant corporate interest or if the report involves a complaint or concern regarding the Company’s financial disclosure, internal accounting controls, questionable auditing or accounting matters or practices or other issues relating to the Company’s accounting or auditing, the Compliance Officer shall notify the Audit Committee within two business days and a preliminary investigation of the report will be performed and the outcome presented to the Audit Committee within a reasonable time from the date the complaint was submitted. If a suspected violation (including any fraud, whether or not material) involves any Covered Person, any person who received such report should immediately report the alleged violation to the Company’s Ethics Hotline, the Compliance Officer or the Audit Committee Chair. The Chair of the Audit Committee shall assess the situation and determine the appropriate course of action. At a point in the process

consistent with the need not to compromise the investigation, a person who is suspected of a violation shall be apprised of the alleged violation and shall have an opportunity to provide a response to the investigator.

Disciplinary Actions

Subject to the following sentence, the Compliance Officer shall be responsible for implementing the appropriate disciplinary action in accordance with the Company’s policies and procedures for any person who is found to have violated the Code. If the Compliance Officer is the individual responsible for the violation or suspected violation of the Code, then the Chair of the Audit Committee will be responsible for implementing the appropriate disciplinary action.

Corrective Action

Subject to the following sentence, in the event of a violation of the Code, the Compliance Officer should assess the situation to determine whether the violation demonstrates a problem that requires remedial action as to the Company’s policies and procedures. If a violation has been reported to the Chair of the Audit Committee, the Audit Committee shall be responsible for determining appropriate remedial or corrective actions. Such corrective action shall be documented, as appropriate.

Retention of Reports and Complaints

All notices or reports of suspected violations, complaints or concerns pursuant to this Code shall be considered confidential and shall be recorded in a log, indicating the description of the matter reported, the date of the report and the disposition thereof. The log shall be retained for five years and shall be maintained by the Compliance Officer.

Cooperation by KBS

The Code is designed to cover reports of suspected violations, complaints or concerns that directly or indirectly affect the Company as a public company. Since the Company does not currently have any employees and its day-to-day operations and asset management are performed by officers and employees of KBS Entities pursuant to an advisory agreement between the Company and the Advisor and a dealer manager agreement between the Company and the Dealer Manager, this Code shall be formally adopted by each KBS Entity with respect to the Covered Persons, and each such KBS Entity shall fully cooperate with the Company in enforcing the provisions of this Code.

3.STANDARDS OF CONDUCT AND ETHICS

Compliance with Laws and Regulations

The Company is committed to compliance with the laws and regulations of the jurisdictions in which it operates. Numerous federal, state and local laws and regulations define and establish obligations to which Covered Persons are subject. Covered Persons must comply with applicable laws, rules and regulations in performing their duties and services for the Company. Covered

Persons should consult the Compliance Officer with any questions about the legality of conduct affecting the Company.

If a Covered Person violates these laws or regulations in performing his or her duties or services for the Company, the individual not only risks indictment, prosecution and penalties, and civil actions, such person also subjects the Company to similar risks and penalties.

Insider Trading

U.S. securities laws prohibit abuses of material, non-public information (i.e., insider trading). Covered Parties who have access to material, nonpublic information, regardless of its source, are not permitted to use or share that information for their personal benefit for securities trading purposes or for any other purpose except the conduct of the Company’s business.

All material, non-public information about the Company should be considered confidential information. It is always illegal to trade in the Company’s securities while in possession of material, nonpublic information, and it is also generally illegal to communicate or “tip” such information to others who do not have a legitimate business need for acquiring information.

Full, Fair, Accurate, Timely and Understandable Disclosure

The rules and regulations of the Securities and Exchange Commission require that all disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission, and in other public communications made by the Company is full, fair, accurate, timely and understandable. Covered Persons are responsible for these disclosures and must act to ensure compliance with these disclosure requirements by taking the steps available to them, consistent with their role within the Company, to assist the Company in meeting its reporting obligations. In particular, Covered Persons should provide prompt and accurate answers to all inquiries made to them in connection with the Company’s preparation of its public reports and disclosure.

Ethical Obligations

It is important that the Covered Persons promote integrity throughout the Company and foster a culture throughout the Company as a whole that ensures the fair and timely reporting of the Company’s results of operations and financial condition and other financial information.

Each Covered Person agrees that he or she will:

•Perform his or her duties in an honest and ethical manner;

•Handle actual or apparent conflicts of interest between his or her personal and professional relationships in an ethical manner; and

•Proactively promote and be an example of ethical behavior in the work environment.

Conflicts of Interest and Corporate Opportunities

Covered Persons should be conscientious of actual and potential conflicts of interest with respect to the interests of the Company and seek to avoid such conflicts or handle such conflicts in an ethical manner at all times consistent with applicable law. A “conflict of interest” occurs when a Covered Person’s private interest in any material respect interferes with the interests of, or his or her service to, the Company. For example, a conflict of interest would arise if a Covered Person, or a member of his or her family, receives improper personal benefits as a result of his position with or relationship to the Company.

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationships between the Company and the KBS Entities, including the advisory agreement with the Advisor and the dealer manager agreement with the Dealer Manager. As a result, the Code recognizes that the Covered Persons will, in the normal course of their duties (whether formally for the Company or for KBS Entities or both), be involved in establishing policies and implementing decisions that may have different effects on KBS Entities and the Company. The participation of the Covered Persons in such activities is inherent in the contractual relationship among the Company and the KBS Entities and is consistent with the performance of their duties as officers and directors of the Company and/ or as managers, officers, employees and independent contractors of the KBS Entities.

The following list provides examples of prohibited conflicts of interest under this Code, but Covered Persons should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Person should not be placed improperly before the interest of the Company.

Each Covered Person must:

•not use his or her personal influence or personal relationships improperly to influence business decisions or financial reporting by the Company whereby the Covered Person would benefit personally to the detriment of the Company;

•not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Person to the detriment of the Company; and

•report at least annually any affiliations or other relationships related to conflicts of interest.

Additionally, federal securities laws prohibit personal loans to directors and executive officers by the Company.

In order to avoid situations in which a conflict of interest involving a Covered Person may result in an improper benefit, all transactions involving a conflict of interest must be approved by a majority of the Company’s Independent Directors not otherwise interested in the transaction as fair and reasonable to the Company and on terms no less favorable to the Company than those available from unaffiliated third parties. Conflicts of interest may not always be clear-cut, so if a Covered Person has a question, he or she shall promptly bring it to the attention of the Compliance

Officer or, if the Compliance Officer is affected by the conflict of interest, then to the Chair of the Conflicts Committee.

Confidentiality Policy

For Complaints and Reports of Violations

The Company will, to the extent reasonably possible, keep confidential both the information and concerns reported under the Code, and its discussions and actions in response to these reports and concerns. In the course of its investigation, however, the Company may find it necessary to share information with others on a “need to know” basis or may be required by law to disclose information.

For Company Information

All confidential information concerning the Company obtained by Covered Persons is the property of the Company and must be protected. Confidential information includes all non-public information that could be of use to competitors, be harmful to the Company, or impair the value of any asset, if disclosed. Covered Persons must maintain the confidentiality of such information entrusted to them by the Company, except when disclosure is authorized by the Company or required by law. Whenever feasible, Covered Persons should consult with the Compliance Officer or, if the Compliance Officer would be affected by the disclosure, the designated human resources representative, if they believe they have a legal obligation to disclose confidential information.

Examples of confidential information include, but are not limited to: information that could be of use to the Company’s competitors; business trends identified by the Company; projections; information about financial performance; new marketing plans; information about potential acquisitions, divestitures and investments; public or private securities offerings or changes in dividend policies or amounts; significant personnel changes; and existing or potential major contracts or finance sources or the loss thereof.

This obligation with respect to confidential information extends beyond the workplace. It applies to communications among Covered Persons and their family members and continues to apply even after their affiliation with the Company terminates.

Fair Dealing

The Company’s goal is to conduct its business with integrity. Covered Persons should endeavor to deal honestly with the Company’s competitors, investors, employees, consultants and those with whom the Company conducts its business. Under federal and state laws, the Company is prohibited from engaging in unfair methods of competition, and unfair or deceptive acts and practices. Covered Persons should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing. The Company will not seek competitive advantages through unethical or illegal business practices.

Examples of prohibited conduct include, but are not limited to:

•bribery or payoffs to induce business or breaches of contracts by others; or

•making false or deceptive claims or comparisons about competitors or their products or services.

Each Covered Person must disclose prior to or at the time of his or her hire or election as a director the existence of any employment agreement, non-compete or non-solicitation agreement, confidentiality agreement or similar agreement with a former employer that in any way restricts or prohibits the performance of any duties or responsibilities of his or her positions with the Company.

Recordkeeping

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation and authorized by the Audit Committee. Records should always be retained or destroyed according to the Company’s document retention policy.

4.ACCOUNTABILITY

Each Covered Person must:

•upon adoption of the Code (or thereafter, as applicable, upon becoming a Covered Person), affirm to the Company that he or she has received, read and understands the Code;

•annually thereafter affirm to the Company that he or she has complied with the requirements of the Code;

•not retaliate against any other Covered Person or employee of the Company or any KBS Entity for reports of potential violations that are made in good faith; and

•follow the notification procedures set forth in the Code promptly if he or she knows of any violation of the Code.

5.WAIVER OR AMENDMENT

Any waiver or amendment of this Code that applies to any Covered Person must be approved by the Conflicts Committee and, with respect to the Company’s principal executive officer, principal financial officer, principal accounting office or controller or persons performing similar functions, disclosed as required by federal securities law.

The Code is not intended to create, nor does it create, any contractual rights related to employment.

Document

Exhibit 21.1

Subsidiaries of KBS Real Estate Investment Trust III, Inc.

CA Capital Management Services II, LLC	KBSIII REIT Acquisition III, LLC
KBS Limited Partnership III	KBSIII REIT Acquisition IV, LLC
KBS REIT Holdings III LLC	KBSIII REIT Acquisition V, LLC
KBS REIT Properties III, LLC	KBSIII REIT Acquisition VII, LLC
KBSIII 155 North 400 West, LLC	KBSIII REIT Acquisition VIII, LLC
KBSIII 1550 West McEwan Drive, LLC	KBSIII REIT Acquisition IX, LLC
KBSIII 201 17th Street, LLC	KBSIII REIT Acquisition XI, LLC
KBSIII 201 Spear Street, LLC	KBSIII REIT Acquisition XII, LLC
KBSIII 3001 Washington, LLC	KBSIII REIT Acquisition XVII, LLC
KBSIII 3003 Washington, LLC	KBSIII REIT Acquisition XIX, LLC
KBSIII 3003 Washington Member, LLC	KBSIII REIT Acquisition XXI, LLC
KBSIII 3003 Washington Member TRS Member, LLC	KBSIII REIT Acquisition XXII, LLC
KBSIII 500 West Madison, LLC	KBSIII REIT Acquisition XXIV, LLC
KBSIII 515 Congress, LLC	KBSIII REIT Acquisition XXV, LLC
KBSIII 60 South Sixth Street, LLC	KBSIII REIT Acquisition XXVII, LLC
KBSIII Almaden Financial Plaza, LLC	KBSIII REIT Acquisition XXVIII, LLC
KBSIII Carillon, L.P.	KBSIII REIT Acquisition XXIX, LLC
KBSIII Legacy Town Center, LLC	KBSIII REIT Acquisition XXX, LLC
KBSIII Park Place Village, LLC	KBSIII Sterling Plaza, LLC
KBSIII Park Place Village Hotel Site, LLC	KBSIII Towers at Emeryville, LLC
KBSIII Preston Commons, LLC	KBSIII Ten Almaden, LLC
	KBS III TRS Services LLC

Document

Exhibit 31.1

Certification of Chief Executive Officer pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Charles J. Schreiber, Jr., certify that:

1.I have reviewed this annual report on Form 10-K of KBS Real Estate Investment Trust III, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	March 14, 2025	By:	/S/ CHARLES J. SCHREIBER, JR.
			Charles J. Schreiber, Jr.
			Chief Executive Officer, President and Director
			(principal executive officer)

Document

Exhibit 31.2

Certification of Chief Financial Officer pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Jeffrey K. Waldvogel, certify that:

1.I have reviewed this annual report on Form 10-K of KBS Real Estate Investment Trust III, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	March 14, 2025	By:	/S/ JEFFREY K. WALDVOGEL
			Jeffrey K. Waldvogel
			Chief Financial Officer, Treasurer and Secretary
			(principal financial officer)

Document

Exhibit 32.1

Certification pursuant to 18 U.S.C. Section 1350,

as Adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K of KBS Real Estate Investment Trust III, Inc. (the “Registrant”) for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Charles J. Schreiber, Jr., Chief Executive Officer, President and Director of the Registrant, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge and belief:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:	March 14, 2025	By:	/S/ CHARLES J. SCHREIBER, JR.
			Charles J. Schreiber, Jr.
			Chief Executive Officer, President and Director
			(principal executive officer)

Document

Exhibit 32.2

Certification pursuant to 18 U.S.C. Section 1350,

as Adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K of KBS Real Estate Investment Trust III, Inc. (the “Registrant”) for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Jeffrey K. Waldvogel, the Chief Financial Officer, Treasurer and Secretary of the Registrant, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge and belief:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:	March 14, 2025	By:	/S/ JEFFREY K. WALDVOGEL
			Jeffrey K. Waldvogel
			Chief Financial Officer, Treasurer and Secretary
			(principal financial officer)

10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended December 31, 2024

For the transition period from to

Commission file number 000-54687

KBS REAL ESTATE INVESTMENT TRUST III, INC.

(949) 417-6500

Securities registered pursuant to Section 12(b) of the Act:Title of Each ClassName of Each Exchange on Which RegisteredNoneNone

Trading Symbol(s)

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 par value per share

DOCUMENTS INCORPORATED BY REFERENCE

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

SUMMARY RISK FACTORS

PART I

ITEM 1. BUSINESS

Leased Square Feet

Financing Objectives

ITEM 1A. RISK FACTORS

Lenders have required us to enter into restrictive covenants relating to our operations and may do so in the future, which could decrease our operating flexibility and cause our results of operations and financial condition to suffer.

We obtain lines of credit, mortgage indebtedness and other borrowings and have given guarantees, which increases our risk of loss due to potential foreclosure.

We may not be able to access financing sources on attractive terms, which could adversely affect our ability to execute our business plan.

Elevated interest rates and higher interest rate spreads and future increases in interest rates and interest rate spreads could increase the amount of our interest and/or hedge payments and/or mitigate the effectiveness of our interest rate hedges.

High mortgage rates or changes in underwriting standards may make it difficult for us to finance or refinance properties, which could cause our operations and financial condition to suffer.

We have broad authority to incur debt and high debt levels could cause our operations to suffer and decrease the value of our stockholders’ investment in us.

In certain cases, financings for our properties may be recourse to us or certain of our subsidiaries.

Hedging against interest rate exposure may adversely affect our earnings, limit our gains or result in losses, which could adversely affect our financial condition.

We assume the credit risk of our counterparties with respect to derivative transactions.

We assume the risk that our derivative counterparty may terminate transactions early.

We may be required to collateralize our derivative transactions.

Our investments in derivatives are carried at estimated fair value as determined by us and, as a result, there may be uncertainty as to the value of these instruments.

The risks in this section should be read together with the risks discussed above under “—Risks Associated with Debt Financing and Going Concern Considerations.”

We face significant competition for tenants and in the disposition of real estate, which may limit our ability to achieve our business objectives and may cause our financial condition and results of operations to suffer.

Elevated market volatility due to adverse economic and geopolitical conditions has had and may continue to have a material adverse effect on our results of operations and financial condition.

Elevated interest rates and persistent inflation have had and may continue to have an adverse effect on our financial condition and results of operations.

Adverse developments affecting the financial services industry may adversely affect our business, financial condition and results of operations.

Because of the concentration of a significant portion of our assets in three geographic areas and in core office properties, any adverse economic, real estate or business conditions in these geographic areas or in the U.S. office market could affect our operating results.

A significant percentage of our assets is invested in Accenture Tower and the value of our stockholders’ investment in us will fluctuate with the performance of this investment.

Because we depend upon our advisor and its affiliates to manage and dispose of our real estate investments and to conduct our operations, any adverse changes in the financial health of our advisor or its affiliates or our relationship with them could cause our operations to suffer.

We are unable to predict when or if we will be in a position to pay distributions to our stockholders.

The loss of or the inability to retain or obtain key real estate and debt finance professionals at our advisor could delay or hinder implementation of our management and disposition strategies, which could cause our financial condition and results of operations to suffer.

Our rights and the rights of our stockholders to recover claims against our independent directors are limited, which could reduce our stockholders’ and our recovery against our independent directors if they negligently cause us to incur losses.

We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.

Our sponsor, our officers, our advisor and the real estate, debt finance, management and accounting professionals assembled by our advisor face competing demands on their time and this may cause our operations and financial condition to suffer.

Our charter limits the number of shares a person may own and permits our board of directors to issue stock with terms that may subordinate the rights of our common stockholders or discourage a third party from acquiring us in a manner that could result in a premium price to our stockholders.

Our stockholders will have limited control over changes in our policies and operations, which increases the uncertainty and risks our stockholders face.

We are unable to predict when or if we will be in a position to redeem shares of our common stock.

Our stockholders’ interest in us will be diluted if we issue additional equity interests, which could reduce the overall value of their investment.

Payment of fees to our advisor and its affiliates reduces cash available for our operations.

If we are unable to obtain funding for future capital needs, our financial condition and results of operations may suffer.

Our charter includes an anti-takeover provision that may discourage a stockholder from launching a tender offer for our shares.

If we are required to register as an investment company under the Investment Company Act, our financial condition and results of operations would suffer.

The risks in this section should be read together with the risks discussed above under “—Risks Associated with Debt Financing and Going Concern Considerations.”

Economic, market and regulatory changes that impact the real estate market generally may decrease the value of our investments and weaken our operating results.

If our acquisitions do not perform as expected, our financial condition and results of operations would suffer.

Properties that have significant vacancies could result in lower revenues for us and be difficult to sell, which could diminish the return on these properties, impact our ability to access certain credit facilities and meet our outstanding debt obligations and cause our operations to suffer.

We have entered into long-term leases with tenants at certain of our office properties and in the future we may enter into long-term leases when renewing or releasing space, which may not result in fair market rental rates over time.

We may be adversely affected by trends in the office real estate market.

The bankruptcy or insolvency of our tenants or delays by our tenants in making rental payments could seriously harm our operating results and financial condition.

Our inability to sell a property at the time and on the terms we want could cause our results of operations and financial condition to suffer.

If we sell a property by providing financing to the purchaser, we will bear the risk of default by the purchaser, which could delay or reduce net cash available from the disposition.

Construction delays and resultant increased costs and risks may hinder our operating results and decrease our net income.

Actions of our joint venture partners could reduce the returns on joint venture investments.

Costs imposed pursuant to laws and governmental regulations may reduce our net income and adversely impact our results of operations.

The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property or of paying personal injury or other damage claims could reduce our net income and adversely impact our results of operations.

Costs associated with complying with the Americans with Disabilities Act may reduce our net income and adversely impact our results of operations.

Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could reduce our cash flow from operations and adversely impact our results of operations.

We rely on property managers to operate our properties and leasing agents to lease vacancies in our properties.

Our investment in common equity securities is subject to specific risks relating to the issuer of the securities and may involve greater risk of loss than secured debt financings.

Failure to qualify as a REIT would subject us to U.S. federal income tax, which would reduce our net cash flows and our net earnings.

Our stockholders may have current tax liability on distributions they elected to reinvest in our common stock.

Even if we qualify as a REIT for U.S. federal income tax purposes, we may be subject to federal, state, local or other tax liabilities that reduce our cash flow.

REIT distribution requirements could adversely affect our ability to execute our business plan, including our ability to satisfy the terms and conditions of our existing loan agreements or any future extension or refinancing agreements entered into.

To maintain our REIT status, we may be forced to forego otherwise attractive business opportunities, which may hinder our ability to operate solely on the basis of maximizing profits and reduce the value of our stockholders’ investment.

If our operating partnership fails to maintain its status as a partnership for U.S. federal income tax purposes, its income would be subject to taxation and our REIT status could be terminated.