KBS Real Estate Investment Trust II, Inc. Sample Contracts

ADVISORY AGREEMENT between KBS REAL ESTATE INVESTMENT TRUST II, INC. and KBS CAPITAL ADVISORS LLC May 21, 2022
Advisory Agreement • May 24th, 2022 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts • Delaware

This Advisory Agreement, dated as of May 21, 2022 (the “Agreement”), is between KBS Real Estate Investment Trust II, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”).

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LOAN AGREEMENT (Non-Revolving) BETWEEN KBSII 100-200 CAMPUS DRIVE, LLC, a Delaware limited liability company, AS BORROWER, AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS LENDER Dated as of September 9, 2008 Loan No. 1000625
Loan Agreement • October 21st, 2008 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts • California

THIS LOAN AGREEMENT is dated as of September 9, 2008 (as amended, supplemented or modified from time to time, the “Agreement”) and is between KBSII 100-200 CAMPUS DRIVE, LLC, a Delaware limited liability company (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”).

KBS REAL ESTATE INVESTMENT TRUST II, INC. UP TO 280,000,000 SHARES OF COMMON STOCK SELECTED DEALER AGREEMENT June 2, 2008
Dealer Agreement • June 6th, 2008 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts

Each of KBS Real Estate Investment Trust II, Inc., a Maryland corporation (the “Company”), KBS Capital Markets Group LLC, a California limited liability company (the “Dealer Manager”), KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), and KBS Holdings LLC, a Delaware limited liability company (the “Sponsor”), hereby confirms its agreement with Ameriprise Financial Services, Inc., a Delaware corporation (“Ameriprise”), as follows:

LOAN AGREEMENT Dated as of August 8, 2007 between BFP ONE LIBERTY PLAZA CO. LLC, as Borrower, and GOLDMAN SACHS COMMERCIAL MORTGAGE CAPITAL, L.P., as Lender
Loan Agreement • March 27th, 2009 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts • New York

THIS LOAN AGREEMENT, dated as of August 8, 2007, is between GOLDMAN SACHS COMMERCIAL MORTGAGE CAPITAL, L.P., a Delaware limited partnership, as lender, as lender (together with its successors and assigns, including any lawful holder of any portion of the Indebtedness, as hereinafter defined, “Lender”), and BFP ONE LIBERTY PLAZA CO. LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, “Borrower”).

KBS REAL ESTATE INVESTMENT TRUST II, INC. Up to 280,000,000 Shares of Common Stock AMENDED AND RESTATED DEALER MANAGER AGREEMENT April 30, 2010
Dealer Manager Agreement • May 17th, 2010 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts • Maryland

This Amended and Restated Dealer Manager Agreement amends, restates and replaces in full that certain Dealer Manager Agreement dated April 22, 2008 by and between the Company and the Dealer Manager.

LOAN AGREEMENT by and among KBSII GRANITE TOWER, LLC, a Delaware limited liability company, as Borrower and BANK OF AMERICA, N.A., a national banking association as Administrative Agent and The Other Financial Institutions Party Hereto Dated as of...
Loan Agreement • November 12th, 2019 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts • Colorado

THIS LOAN AGREEMENT (this “Agreement”) is made as of August 30, 2019 by and among each lender from time to time a party hereto (individually, a “Lender” and collectively, the “Lenders”), and BANK OF AMERICA, N.A., a national banking association as Administrative Agent, and KBSII GRANITE TOWER, LLC, a Delaware limited liability company (“Borrower”), who agree as follows:

GUARANTY AGREEMENT
Guaranty Agreement • May 9th, 2018 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts

This Guaranty Agreement (this “Guaranty”) is made as of the 29th day of March, 2018, by KBS REIT Properties II, LLC, a Delaware limited liability company (“Guarantor”), in favor of Bank of America, N.A., a national banking association, as administrative agent for Lenders as that term is defined below (in such capacity, “Administrative Agent”) and each of the Lenders.

PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONSBY AND BETWEENKBSII 445 SOUTH FIGUEROA, LLC,a Delaware limited liability company (“Seller”)ANDHARBOR ASSOCIATES, LLC,a Delaware limited liability company(“Buyer”)
Purchase and Sale Agreement and Escrow Instructions • August 12th, 2022 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts • California

The undersigned, ___________________________________ (“Tenant”) hereby certifies to _______________________________________, a ________________________________ (“Landlord”), and Harbor Associates, LLC, a Delaware limited liability company, and its successors and assigns (collectively, “Buyer”), as of the date of this estoppel certificate (“Estoppel Certificate”) as follows:

CONTRACT OF SALE
Contract of Sale • October 21st, 2008 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts • New Jersey

THIS CONTRACT OF SALE (this “Agreement”) is made and entered into as of the 17th day of July, 2008, by and between 100/200 CAMPUS DRIVE, L.L.C., a Delaware limited liability company, having an address at 245 Park Avenue, New York, New York 10167 (“Seller”) and KBS CAPITAL ADVISORS LLC, a Delaware limited liability company, having an address at 590 Madison Avenue, 26th Floor, New York, New York 10022 (“Purchaser”).

OPEN-END MORTGAGE WITH ABSOLUTE ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING BY KBSII I-81 INDUSTRIAL PORTFOLIO TRUST, A Delaware Statutory Trust, as Mortgagor, TO WELLS FARGO BANK, NATIONAL ASSOCIATION, as Mortgagee Dated as...
Open-End Mortgage • March 11th, 2011 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts • California

THIS IS AN OPEN-END MORTGAGE AND SECURES FUTURE ADVANCES. THE MAXIMUM PRINCIPAL AMOUNT SECURED BY THIS INSTRUMENT IS SUCH AMOUNT AS MAY BE DUE AND OWING ON THE NOTE DESCRIBED HEREIN NOT TO EXCEED $372,000,000 PLUS ALL OTHER COSTS AND INDEBTEDNESS DESCRIBED IN 42 Pa. C.S. §8143

MORTGAGE, ASSIGNMENT, SECURITY AGREEMENT AND FIXTURE FILING (100-200 Campus Drive)
KBS Real Estate Investment Trust II, Inc. • May 9th, 2018 • Real estate investment trusts

This Mortgage, Assignment, Security Agreement and Fixture Filing (100-200 Campus Drive) is made as of March 29, 2018, by KBSII 100-200 Campus Drive, LLC, a Delaware limited liability company (herein referred to as “Mortgagor”), whose address is c/o KBS Capital Advisors LLC, 800 Newport Center Drive, Suite 700, Newport Beach, California 92660, Attention: Todd Smith, Vice President – Controller, Corporate, and c/o KBS Capital Advisors LLC, 590 Madison Avenue, 26th Floor, New York, New York 10022, Attention: Shannon Hill – Senior Vice President, to Bank of America, N.A., a national banking association, whose address is 520 Newport Center Drive, Suite 1100, Newport Beach, California 92660, as mortgagee, in its capacity as administrative agent (“Administrative Agent”) for the lenders (each, a “Lender” and collectively, “Lenders”) from time to time party to that certain Loan Agreement of even date herewith, as amended (the “Loan Agreement”) among Borrower (as defined below), Lenders and Admi

REPAYMENT GUARANTY
Repayment Guaranty • May 13th, 2013 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts • California

THIS REPAYMENT GUARANTY (this "Guaranty") is made as of February 27, 2013, by KBS REIT PROPERTIES II, LLC, a Delaware limited liability company (individually and collectively referred to herein as "Guarantor") in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent for the "Lenders" pursuant to the Loan Agreement described below (in such capacity, "Agent") and in favor of each party that now or hereafter is bound under the Loan Agreement as a "Lender" (referred to herein individually as a "Lender" and collectively as the "Lenders").

THIS MORTGAGE SECURES A NOTE WHICH PROVIDES FOR A VARIABLE INTEREST RATE AND THE RIGHT TO REPAY AND REBORROW ON A REVOLVING BASIS MORTGAGE WITH ABSOLUTE ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING
Security Agreement and Fixture Filing • May 17th, 2010 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts • New Jersey

THE PARTIES TO THIS MORTGAGE WITH ABSOLUTE ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Mortgage”), made as of April 30, 2010, are KBSII MOUNTAIN VIEW, LLC, a Delaware limited liability company (“Mortgagor”), having an address of c/o KBS Capital Advisors LLC, 620 Newport Center Drive, Suite 1300, Newport Beach, CA 92660, to and for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for itself and certain additional lenders (“Mortgagee”), having an address of 2030 Main Street, Suite 800, Irvine, CA 92614.

LOAN AGREEMENT by and among KBSII 100-200 CAMPUS DRIVE, LLC, KBSII 300-600 CAMPUS DRIVE, LLC, KBSII WILLOW OAKS, LLC, KBSII PIERRE LACLEDE CENTER, LLC, KBSII 445 SOUTH FIGUEROA, LLC, KBSII EMERALD VIEW, LLC, KBSII GRANITE TOWER, LLC, and KBSII...
Loan Agreement • May 9th, 2018 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts • California

THIS LOAN AGREEMENT (this “Agreement”) is made as of March 29, 2018 by and among each lender from time to time a party hereto (individually, a “Lender” and collectively, the “Lenders”), and BANK OF AMERICA, N.A., a national banking association as Administrative Agent, and KBSII 100-200 CAMPUS DRIVE, LLC, a Delaware limited liability company (“100-200 Campus Drive Borrower”), KBSII 300-600 CAMPUS DRIVE, LLC, a Delaware limited liability company (“300-600 Campus Drive Borrower”), KBSII WILLOW OAKS, LLC, a Delaware limited liability company (“Willow Oaks Borrower”), KBSII PIERRE LACLEDE CENTER, LLC, a Delaware limited liability company (“Pierre LaClede Center Borrower”), KBSII 445 SOUTH FIGUEROA, LLC, a Delaware limited liability company (“445 South Figueroa Borrower”), KBSII EMERALD VIEW, LLC, a Delaware limited liability company (“Emerald View Borrower”), KBSII GRANITE TOWER, LLC, a Delaware limited liability company (“Granite Tower Borrower”), and KBSII FOUNTAINHEAD, LLC, a Delaware li

LIMITED GUARANTY (Secured Loan)
Limited Guaranty • May 17th, 2010 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts • California

THIS LIMITED GUARANTY (“Guaranty”) is made as of April 30, 2010, by KBS REIT PROPERTIES II, LLC, a Delaware limited liability company (“Guarantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Administrative Agent”), as administrative agent for itself and the Lenders from time to time a party to the Loan Agreement (defined below).

JOINDER AGREEMENT
Joinder Agreement • May 6th, 2011 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts • California

THIS JOINDER AGREEMENT (this “Agreement”), dated as of February 25, 2011, is entered into by KBSII TWO WESTLAKE PARK, LLC, a Delaware limited liability company (the “New Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent under that certain Amended and Restated and Consolidated Loan Agreement, dated as of January 27, 2011 (as the same may be amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among KBSII HARTMAN BUSINESS CENTER, LLC, a Delaware limited liability company, KBSII PLANO BUSINESS PARK, LLC, a Delaware limited liability company, KBSII HORIZON TECH CENTER, LLC, a Delaware limited liability company, KBSII 2500 REGENT BOULEVARD, LLC, a Delaware limited liability company, KBSII CRESCENT VIII, LLC, a Delaware limited liability company, KBSII NATIONAL CITY TOWER, LLC, a Delaware limited liability company, KBSII GRANITE TOWER, LLC, a Delaware limited liability company, KBSII GATEWAY CORPORATE CENTER, LLC, a Delaware limi

GUARANTY AGREEMENT
Guaranty Agreement • August 13th, 2010 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts • Illinois

WHEREAS, the execution of this Guaranty Agreement is a condition to KBSII 300 NORTH LASALLE, LLC, a Delaware limited liability company, whose address is c/o KBS Capital Advisors, LLC, 620 Newport Center Drive, Suite 1300, Newport Beach, California 92660, Attn: Stacie Yamane (“Borrower”) borrowing from METROPOLITAN LIFE INSURANCE COMPANY, a new York corporation, whose address is 10 Park Avenue, Morristown, New Jersey 07962 as lender (“Lender”), the aggregate principal amount of $350,000,000.00;

AMENDED AND RESTATED AND CONSOLIDATED LIMITED GUARANTY (Secured Loan)
KBS Real Estate Investment Trust II, Inc. • March 9th, 2015 • Real estate investment trusts • California

THIS AMENDED AND RESTATED AND CONSOLIDATED LIMITED GUARANTY (“Guaranty”) is made as of January 27, 2011, by KBS REIT PROPERTIES II, LLC, a Delaware limited liability company (“Guarantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Administrative Agent”), as administrative agent for itself and the Lenders from time to time a party to the Loan Agreement (defined below).

SIXTH AMENDMENT TO LEASE
Lease • March 13th, 2019 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts

This SIXTH AMENDMENT TO LEASE (this "Amendment") is made this 22nd day of December, 2011 (the "Effective Date"), by and between KBSII FOUNTAINHEAD, LLC aware limited liability company ("Landlord"), and THE UNIVERSITY OF PHOENIX, INC., an Arizona corporation ("Tenant").

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OPEN-END MORTGAGE WITH ABSOLUTE ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING BY KBSII I-81 INDUSTRIAL PORTFOLIO TRUST, A Delaware Statutory Trust, as Mortgagor, TO WELLS FARGO BANK, NATIONAL ASSOCIATION, as Mortgagee Dated as...
KBS Real Estate Investment Trust II, Inc. • March 11th, 2011 • Real estate investment trusts • California

THIS IS AN OPEN-END MORTGAGE AND SECURES FUTURE ADVANCES. THE MAXIMUM PRINCIPAL AMOUNT SECURED BY THIS INSTRUMENT IS SUCH AMOUNT AS MAY BE DUE AND OWING ON THE NOTE DESCRIBED HEREIN NOT TO EXCEED $372,000,000 PLUS ALL OTHER COSTS AND INDEBTEDNESS DESCRIBED IN 42 Pa. C.S. §8143

MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING by and between KBSII 100-200 CAMPUS DRIVE, LLC, a Delaware limited liability company ("Mortgagor") and a National Banking Association, as administrative bank and lead arranger...
Security Agreement and Fixture Filing • May 13th, 2013 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts • New Jersey

THIS MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING is made as of February 27, 2013 by KBSII 100-200 CAMPUS DRIVE, LLC, a Delaware limited liability company, as mortgagor ("Mortgagor") to U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent as described below (in such capacity, "Mortgagee"). The address of Mortgagor is c/o KBS Capital Advisors LLC, 590 Madison Avenue, 26th Floor, New York, NY 10022, Attention: Randi Kaufman, Senior Vice President, Asset Management. The address of Mortgagee is Commercial Real Estate, 4100 Newport Place, Suite 900, Newport Beach, CA 92660, Attention: Loan Administration. Mortgagee is acting as the agent for itself and all other "Lenders" now or hereafter existing under that certain Loan Agreement of even date herewith (the "Loan Agreement") between Mortgagor and each of the other borrowers (individually, each a "Borrower" and collectively, the "Borrowers") from time to time a party thereto, Mortgagee, as "Agent"

US REAL ESTATE LIMITED PARTNERSHIP,
Letter Agreement • March 13th, 2019 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts • Arizona

Address of the Premises: 1625 Fountainhead Parkway, Tempe, Arizona 85282 referred to as "Office A" and 1601 Fountainhead Parkway, Tempe, Arizona 85282 referred to as "Office B," each as shown on Exhibit "A," and with the improvements constructed thereon, each, a "Building" and collectively, the "Buildings." Tenant is leasing the Premises for administrative offices, classrooms and related purposes serving Tenant's employees, guests and students.

PROMISSORY NOTE (Revolving Loan)
KBS Real Estate Investment Trust II, Inc. • May 13th, 2013 • Real estate investment trusts

This Note is one of one or more promissory notes in the initial aggregate principal amount of $235,000,000.00 issued pursuant to the Loan Agreement (collectively, the "Note"), which Note is secured, inter alia, by each Deed of Trust (as defined in the Loan Agreement), executed by a Borrower and given to Agent, covering a Property (as defined in the Loan Agreement). All of the agreements, conditions, covenants, warranties, representations, provisions and stipulations made by or imposed upon Borrower under the Loan Documents are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully inserted herein, and Borrower covenants and agrees to keep and perform the same, or cause them to be kept and performed, strictly in accordance with their terms.

MEZZANINE LOAN AGREEMENT
Mezzanine Loan Agreement • October 21st, 2008 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts • New York

This MEZZANINE LOAN AGREEMENT (this “Agreement”), dated as of September 9, 2008, is between KBSII REIT ACQUISITION I, LLC, a Delaware limited liability company (“Borrower”), with a mailing address at 620 Newport Center Drive, Suite 1300, Newport Beach, California 92660, and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), with a mailing address at 2030 Main Street, Suite 800, Irvine, California 92614.

LOAN AGREEMENT Between KBSII 100-200 CAMPUS DRIVE, LLC, KBSII ONE MEADOWLANDS, LLC, and KBSII WILLOW OAKS, LLC, each a Delaware limited liability company, as Borrowers,
Loan Agreement • May 13th, 2013 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts • California

THIS LOAN AGREEMENT is made and entered into as of February 27, 2013, by and between (i) KBSII 100-200 CAMPUS DRIVE, LLC, a Delaware limited liability company, KBSII ONE MEADOWLANDS, LLC, a Delaware limited liability company, and KBSII WILLOW OAKS, LLC, a Delaware limited liability company (collectively, "Initial Borrowers"), (ii) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent, lead arranger and book manager (in such capacity, "Agent"), and (iii) TD BANK, N.A., a national banking association, as a Lender, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as a Lender, and any other bank that becomes a "Lender" after the Closing Date (each, a "Lender" and collectively, the "Lenders").

THIRD AMENDMENT TO LEASE
Lease • March 13th, 2019 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts

This THIRD AMENDMENT TO LEASE (this "Amendment") is made this 19th day of February, 2010 (the "Effective Date"), by and between US REAL ESTATE LIMITED PARTNERSHIP, a Texas limited partnership ("Landlord") and THE UNIVERSITY OF PHOENIX, INC., an Arizona corporation (''Tenant").

FORM OF ADVISORY AGREEMENT between KBS REAL ESTATE INVESTMENT TRUST II, INC. and KBS CAPITAL ADVISORS LLC
Advisory Agreement • September 27th, 2007 • KBS Real Estate Investment Trust II, Inc. • Delaware

This Advisory Agreement, dated as of , 2007 (the “Agreement”), is between KBS Real Estate Investment Trust II, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”).

AGREEMENT OF SALE AND PURCHASE BETWEEN HINES VAF UB PLAZA, L.P. as Seller AND KBS CAPITAL ADVISORS LLC as Purchaser pertaining to Union Bank Plaza Los Angeles, California EXECUTED EFFECTIVE AS OF August 16, 2010
Agreement of Sale and Purchase • October 6th, 2010 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts • California

THIS AGREEMENT OF SALE AND PURCHASE (this “Agreement”) is entered into and effective for all purposes as of August 16, 2010 (the “Effective Date”), by and between HINES VAF UB PLAZA, L.P., a Delaware limited partnership (“Seller”), and KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Purchaser”).

TEMPORARY LEASE AGREEMENT
Temporary Lease Agreement • March 13th, 2019 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts

THIS TEMPORARY LEASE AGREEMENT (this "Temporary Lease'') is executed as of April , 2008, between Cumberland Office Park, LLC ("Landlord") and Anadarko Petroleum Corporation ("Tenant").

INTERCREDITOR AND SERVICING AGREEMENT
Intercreditor and Servicing Agreement • March 27th, 2009 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts • New York

THIS INTERCREDITOR AND SERVICING AGREEMENT (this “Agreement”), dated as of October 1, 2007, is between GOLDMAN SACHS MORTGAGE COMPANY, having an address of 85 Broad Street, New York, New York 10004 (“Goldman”), in its capacity as initial holder of the A-1 Note (in such capacity, the “Initial A-1 Lender”), and Goldman in its capacity as initial holder of the A-2 Note (the “Initial A-2 Lender”).

FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE
Agreement of Sale and Purchase • October 6th, 2010 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (this “First Amendment”) is made as of the 20th day of August, 2010, by and between HINES VAF UB PLAZA, L.P., a Delaware limited partnership (“Seller”), and KBSII 445 SOUTH FIGUEROA, LLC (“Purchaser”). In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:

THIRD AMENDMENT TO OFFICE/RETAIL LEASE
Office/Retail Lease • November 12th, 2014 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts

This THIRD AMENDMENT TO OFFICE/RETAIL LEASE (this "Third Amendment") is dated for reference purposes as of April 14, 2010, by and between HINES VAF UB PLAZA, L.P., a Delaware limited partnership ("Landlord"), and UNION BANK, N.A., a national association, formerly known as Union Bank of California, N.A. ("Tenant").

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