This instrument prepared by and return to: Morgan, Lewis & Bockius LLPKBS Real Estate Investment Trust II, Inc. • January 21st, 2009 • Real estate investment trusts
SERVICING AGREEMENT Dated as of 31, 2008 between KBS DEBT HOLDINGS II X, LLC “Note A Holder” and CBRE REALTY FINANCE CDO 2007-1, LTD. “Note B Holder” and BANK OF AMERICA, NATIONAL ASSOCIATION, “Servicer and Special Servicer”Servicing Agreement • January 21st, 2009 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts • New York
THIS SERVICING AGREEMENT, dated as of December 31, 2008, by and among, KBS DEBT HOLDINGS II X, LLC, a Delaware limited liability company, having an address at 620 Newport Center Drive, Suite 1300, Newport Beach, CA 92660 (“KBS” and “Note A Holder”) and CBRE Realty Finance CDO 2007-1, LTD., having an address at 185 Asylum Street, Hartford, Connecticut 06103 as successor-in-interest to CBRE Realty Finance Holdings IV, LLC, which was successor-in-interest to Bank of America, National Association (“CBRE”, and “Note B Holder”, together with KBS, each a “Note Holder” and collectively, the “Note Holders”), and BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association, having an address at 900 West Trade Street, Suite 650, NC1-026-06-01, Charlotte, North Carolina 28255, in its capacity as servicer (“Servicer” and as Special Servicer “Special Servicer”).
ASSIGNMENT OF LOAN DOCUMENTSAssignment of Loan Documents • January 21st, 2009 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts
This Assignment of Loan Documents (the “Assignment”) is an absolute assignment. This Assignment is made without recourse, representation or warranty, express or implied, except as otherwise expressly set forth in the Memorandum of Sale.
MEMORANDUM OF SALEMemorandum of Sale • January 21st, 2009 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts • New York
AGREEMENT made December 31, 2008 (this “Agreement”) between BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association (also known as Bank of America, N.A.), having an address at 214 North Tryon Street, Charlotte, North Carolina 28255 (“Seller”), and KBS DEBT HOLDINGS II X, LLC, a Delaware limited liability company, having an address at 620 Newport Center Drive, Suite 1300, Newport Beach, CA 92660 (“Purchaser”).
AMENDED AND RESTATED INTERCREDITOR AGREEMENT Dated as of December 31, 2008 by and between BANK OF AMERICA, NATIONAL ASSOCIATION, (Note A Holder) and CBRE REALTY FINANCE CDO 2007-1, LTD, (Note B Holder)Intercreditor Agreement • January 21st, 2009 • KBS Real Estate Investment Trust II, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of December 31, 2008 (this “Agreement”), by and between BANK OF AMERICA, NATIONAL ASSOCIATION (also known as Bank of America, N.A.), a national banking association (“Initial Note A Holder”), and CBRE REALTY FINANCE CDO 2007-1, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Note B Holder”).
