Deed of Trust



 Exhibit 10.4 

Space Above Line Reserved for Recorder’s Use 
  

 
  

							
	 1.    
	  	 Title of Document:        
	 	 Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing

			
	 2.
	  	 Date of Document:        
	 	 April 30, 2010



							
			
	 3.    
	  	 Grantor:
	 	 KBSII Pierre Laclede Center, LLC

			
	 4.
	  	 Grantee:
	 	 Wells Fargo Bank, National Association, as administrative agent for itself and certain additional
lenders



							
				
	 5.    
	  	 Statutory Mailing Addresses:
	 		  	 Grantor:

		  		 		  	 KBSII Pierre Laclede Center, LLC

		  		 		  	 c/o KBS Capital Advisors LLC

		  		 		  	 620 Newport Center Dr., Suite 1300

		  		 		  	 Newport Beach, CA 92660

Rodney Richerson

				
		  		 		  	 Grantee:

		  		 		  	 Wells Fargo Bank, National Association

		  		 		  	 Real Estate Group (AU #2955)

		  		 		  	 2030 Main Street, Suite 800

		  		 		  	 Irvine, CA 92614

Attn: Irie Dadabhoy

		
	 6.
	  	 Legal description:         See Exhibit A annexed to the
document.



									
					
	 7.    
	  	 Reference(s) to Book(s) and Page(s):
	 		 	  
	 	








 RECORDING REQUESTED BY 

AND WHEN RECORDED MAIL TO: 
 WELLS FARGO BANK, NATIONAL
ASSOCIATION 
 Real Estate Group (AU #2955) 
 2030 Main
Street, Suite 800 
 Irvine, CA 92614 
 Attn: Jeri Gehrer

 Loan No. 1002012 
  

 
  

THIS DEED OF TRUST SECURES A NOTE WHICH PROVIDES FOR A VARIABLE INTEREST RATE AND THE RIGHT TO REPAY AND REBORROW ON A REVOLVING BASIS

 THIS DEED OF TRUST SECURES FUTURE ADVANCES AND FUTURE OBLIGATIONS AS PERMITTED BY §443.055 OF THE REVISED STATUTES OF
MISSOURI, AS IT MAY BE AMENDED FROM TIME TO TIME. THIS DEED OF TRUST IS GOVERNED BY SAID §443.055. THE FACE AMOUNT SECURED BY THIS DEED OF TRUST IS $100,000,000, PLUS INTEREST AND OTHER OBLIGATIONS AS PROVIDED HEREIN AND PERMITTED BY RSMO.
§443.055. 
 DEED OF TRUST 

WITH ABSOLUTE ASSIGNMENT OF LEASES AND RENTS, 

SECURITY AGREEMENT AND FIXTURE FILING 

THE PARTIES TO THIS DEED OF TRUST WITH ABSOLUTE ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Deed of Trust”),
made as of April 30, 2010, are KBSII PIERRE LACLEDE CENTER, LLC, a Delaware limited liability company (“Grantor”), Ford Nelson, Jr., 2345 Grand Blvd, Suite 2000, Kansas City, MO 64108-2107 (“Trustee”), and WELLS FARGO
BANK, NATIONAL ASSOCIATION, as administrative agent for itself and certain additional lenders (“Beneficiary”). 
 ARTICLE 1.
GRANT IN TRUST 
  

	 	1.1	 GRANT. For the purposes of and upon the terms and conditions in this Deed of Trust, Grantor irrevocably grants, conveys and assigns to Trustee,
in trust for the benefit of Beneficiary, with power of sale and right of entry and possession, all of that real property located in the City of Clayton, County of St. Louis, State of Missouri, described on Exhibit A attached hereto, together
with all right, title, interest, and privileges of Grantor in and to all streets, ways, roads, and alleys used in connection with or pertaining to such real property and any improvements thereon, all development rights or credits, air rights, water,
water rights and water stock related to the real property, all timber, and all minerals, oil and gas, and other hydrocarbon substances in, on or under the real property, and all licenses, appurtenances, reversions, remainders, easements, rights and
rights of way appurtenant or related thereto; any and all rights of Grantor, as a declarant, under any covenants, conditions, and restrictions now or hereafter pertaining to the real property described on Exhibit A, hereto, provided,
however, that Beneficiary shall have no liability under such covenants, conditions, and restrictions unless and until Beneficiary forecloses on the real property; all buildings, other improvements and fixtures now or hereafter located on the
real property, including, but not limited to, all apparatus, equipment, and appliances used in the operation or occupancy of the real property, it being intended by the parties that all such items shall be conclusively considered to be a part of the
real property, whether or not attached or affixed to the real property (the “Improvements”); all interest or estate which Grantor may hereafter acquire in the property described above, and all additions and accretions thereto, and the
proceeds of any of the foregoing; (all of the 










 Loan No. 1002012 
  



	 	    	 foregoing being collectively referred to as the “Subject Property”). The listing of specific rights or property shall not be interpreted as a limit
of general terms. 


  

	 	1.2	 ADDRESS. The address of the Subject Property is: 7701 and 7733 Forsyth Blvd., Clayton, Missouri. However, neither the failure to designate an
address nor any inaccuracy in the address designated shall affect the validity or priority of the lien of this Deed of Trust on the Subject Property as described on Exhibit A. 



ARTICLE 2. OBLIGATIONS SECURED 
  

	 	2.1	 OBLIGATIONS SECURED. Grantor makes this Deed of Trust for the purpose of securing the following obligations (“Secured Obligations”):



  

	 	(a)	 Payment to Beneficiary of all sums at any time owing under that certain Secured Promissory Note (as the same may be amended, restated or replaced from time to
time, the “Note”) of even date herewith, in the principal amount of One Hundred Million Dollars ($100,000,000) executed by Grantor and certain other parties, as borrowers (“Borrowers”), and payable to the order of Beneficiary, as
lender; and 


  

	 	(b)	 Payment and performance of all covenants and obligations of Grantor under this Deed of Trust; and 



 

	 	(c)	 Payment and performance of all covenants and obligations on the part of Borrowers under that certain Loan Agreement (“Loan Agreement”) of even date
herewith by and between Borrowers, Beneficiary, and Lenders (as defined in the Loan Agreement), the Hazardous Materials Indemnity Agreement, and all other “Loan Documents” as defined in the Loan Agreement ; and



  

	 	(d)	 Payment and performance of all covenants and obligations, if any, of any rider attached as an Exhibit to this Deed of Trust; and 



 

	 	(e)	 Payment and performance of all future advances and other obligations that the then record owner of all or part of the Subject Property may agree to pay and/or
perform (whether as principal, surety or guarantor) for the benefit of Beneficiary, when such future advance or obligation is evidenced by a writing which recites that it is secured by this Deed of Trust; and 



 

	 	(f)	 Payment and performance of all covenants and obligations of Grantor under any interest rate swap agreement, or other interest rate hedge agreement of any type
executed by and between Grantor and Beneficiary, which agreement is evidenced by a writing that recites it is secured by this Deed of Trust; and 


  

	 	(g)	 All modifications, extensions and renewals of any of the obligations secured hereby, however evidenced, including, without limitation: (i) modifications
of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals at a different rate of interest whether or
not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes. 


  

	 	2.2	 OBLIGATIONS. The term “obligations” is used herein in its broadest and most comprehensive sense and shall be deemed to include,
without limitation, all interest and charges, prepayment charges (if any), late charges and loan fees at any time accruing or assessed on any of the Secured Obligations. 



 

	 	2.3	 INCORPORATION. All capitalized terms not defined herein shall have the meanings given to them in the Loan Agreement. All terms of the Secured
Obligations and the documents evidencing such obligations are incorporated herein by this reference. All persons who may have or acquire an interest in the Subject Property shall be deemed to have notice of the terms of the Secured Obligations and
to have notice, if 


  

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	 	    	 provided therein, that: (a) the Note or the Loan Agreement may permit borrowing, repayment and re-borrowing so that repayments shall not reduce the
amounts of the Secured Obligations; and (b) the rate of interest on one or more Secured Obligations may vary from time to time. 



ARTICLE 3. ASSIGNMENT OF LEASES AND RENTS 
  

	 	3.1	 ASSIGNMENT. Grantor hereby irrevocably assigns to Beneficiary all of Grantor’s right, title and interest in, to and under: (a) all
leases of the Subject Property or any portion thereof, and all other agreements of any kind relating to the use or occupancy of the Subject Property or any portion thereof, whether now existing or entered into after the date hereof
(“Leases”); and (b) the rents, revenue, income, issues, deposits and profits of the Subject Property, including, without limitation, all parking income and all amounts payable and all rights and benefits accruing to Grantor under the
Leases (“Payments”). The term “Leases” shall also include all guarantees of and security for the lessees’ performance thereunder, and all amendments, extensions, renewals or modifications thereto which are permitted
hereunder. This is a present and absolute assignment, not an assignment for security purposes only, and Beneficiary’s right to the Leases and Payments is not contingent upon, and may be exercised without possession of, the Subject Property.



  

	 	3.2	 GRANT OF LICENSE. Beneficiary confers upon Grantor a license (“License”) to collect and retain the Payments as they become due and
payable, until the occurrence of a Default (as hereinafter defined). Upon a Default, the License shall be automatically revoked and Beneficiary may collect and apply the Payments pursuant to Section 6.4 without notice and without taking
possession of the Subject Property. Grantor hereby irrevocably authorizes and directs the lessees under the Leases to rely upon and comply with any notice or demand by Beneficiary for the payment to Beneficiary of any rental or other sums which may
at any time become due under the Leases, or for the performance of any of the lessees’ undertakings under the Leases, and the lessees shall have no right or duty to inquire as to whether any Default has actually occurred or is then existing
hereunder. Grantor hereby relieves the lessees from any liability to Grantor by reason of relying upon and complying with any such notice or demand by Beneficiary. 



 

	 	3.3	 EFFECT OF ASSIGNMENT. The foregoing irrevocable assignment shall not cause Beneficiary to be: (a) a mortgagee in possession;
(b) responsible or liable for the control, care, management or repair of the Subject Property or for performing any of the terms, agreements, undertakings, obligations, representations, warranties, covenants and conditions of the Leases; or
(c) responsible or liable for any waste committed on the Subject Property by the lessees under any of the Leases or any other parties; for any dangerous or defective condition of the Subject Property; or for any negligence in the management,
upkeep, repair or control of the Subject Property resulting in loss or injury or death to any lessee, licensee, employee, invitee or other person. Beneficiary and Trustee shall not directly or indirectly be liable to Grantor or any other person as a
consequence of: (i) the exercise or failure to exercise by Beneficiary or Trustee, or any of their respective employees, agents, contractors or subcontractors, any of the rights, remedies or powers granted to Beneficiary or Trustee hereunder;
or (ii) the failure or refusal of Beneficiary to perform or discharge any obligation, duty or liability of Grantor arising under the Leases. 


  

	 	3.4	 REPRESENTATIONS AND WARRANTIES. Grantor represents and warrants that, to the best of Grantor’s knowledge: (a) Grantor has delivered to
Beneficiary a rent roll that, as of the date hereof, contains a true, accurate and complete list of all Leases; (b) all existing Leases are in full force and effect and are enforceable in accordance with their respective terms, and no breach or
default, or event which would constitute a breach or default after notice or the passage of time, or both, exists under any existing Leases on the part of any party; (c) no rent or other payment under any existing Lease has been paid by any
lessee for more than one (1) month in advance; and (d) none of the lessor’s interests under any of the Leases has been transferred or assigned. 



 

	 	3.5	 COVENANTS. Grantor covenants and agrees at Grantor’s sole cost and expense to: (a) perform the obligations of lessor contained in the
Leases and enforce by all appropriate remedies performance by the lessees of the obligations of the lessees contained in the Leases; (b) give Beneficiary prompt written 



 

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	 	    	 notice of any material default which occurs with respect to any of the Leases, whether the default be that of the lessee or of the lessor; (c) exercise
Grantor’s best efforts to keep all portions of the Subject Property that are capable of being leased leased at rental rates pursuant to the terms of the Loan Agreement; (d) deliver to Beneficiary fully executed, copies of each and every
Lease that it is required to deliver in accordance with the Loan Agreement; and (e) execute and record such additional assignments of any Lease or, if required by the terms of the Loan Agreement, use commercially reasonable effort to obtain
specific subordinations (or subordination, attornment and non-disturbance agreements executed by the lessor and lessee) of any Lease to the Deed of Trust, in form and substance acceptable to Beneficiary, as Beneficiary may request. Grantor shall
not, without Beneficiary’s prior written consent or as otherwise permitted by any provision of the Loan Agreement: (i) to the extent prohibited by the terms of the Loan Agreement, enter into any Leases after the date hereof;
(ii) execute any other assignment relating to any of the Leases; (iii) to the extent prohibited by the terms of the Loan Agreement, discount any rent or other sums due under the Leases or collect the same in advance, other than to collect
rentals one (1) month in advance of the time when it becomes due; (iv) to the extent prohibited by the terms of the Loan Agreement, terminate, modify or amend any of the terms of the Leases or in any manner release or discharge the lessees
from any obligations thereunder; (v) to the extent prohibited by the terms of the Loan Agreement, consent to any assignment or subletting by any lessee; or (vi) subordinate or agree to subordinate any of the Leases to any other deed of
trust or encumbrance. Any such attempted action in violation of the provisions of this Section 3.5 shall be null and void. Without in any way limiting the requirement of Beneficiary’s consent hereunder, any sums received by Grantor in
consideration of any termination (or the release or discharge of any lessee) modification or amendment of any Lease shall be applied as set forth in the Loan Agreement. 



 

	 	3.6	 ESTOPPEL CERTIFICATES. Within thirty (30) days after written request by Beneficiary, Grantor shall deliver to Beneficiary and to any party
designated by Beneficiary estoppel certificates executed by Grantor, and use its best efforts to obtain such estoppel certificates executed by each of the lessees, in each case in recordable form, certifying (if such be the case): (a) that the
foregoing assignment and the Leases are in full force and effect; (b) the date of each lessee’s most recent payment of rent; (c) that there are no defenses or offsets outstanding, or stating those claimed by Grantor or lessees under
the foregoing assignment or the Leases, as the case may be; and (d) any other information reasonably requested by Beneficiary. 



ARTICLE 4. SECURITY AGREEMENT AND FIXTURE FILING 
  

	 	4.1	 SECURITY INTEREST. Grantor hereby grants and assigns to Beneficiary as of the date hereof a security interest, to secure payment and performance
of all of the Secured Obligations, in all of the following described personal property in which Grantor now or at any time hereafter has any interest (collectively, the “Collateral”): 



All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs
and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the real property described on Exhibit A attached
hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all rents (to the extent, if any, they are not
subject to Article 3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (including, without limitation, all acquisition agreements with respect to the Subject Property); all of
Grantor’s rights under any interest rate swap agreement, or other interest rate hedge agreement of any type executed by and between Grantor and Beneficiary; all Contracts referenced in Section 5.18 below (including property management and
leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments,
documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and
service marks 
  

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arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Grantor; all permits, consents, approvals,
licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Grantor with
respect to the Subject Property; all advance payments of insurance premiums made by Grantor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Beneficiary, whether or
not disbursed; all funds deposited with Beneficiary pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together
with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files to the extent relating to any of the foregoing. 

As to all of the above described personal property which is or which hereafter becomes a “fixture” under applicable law,
this Deed of Trust constitutes a fixture filing under the Missouri Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to be a “construction mortgage” under the UCC. The
addresses for Grantor, as “Debtor” , and Beneficiary, as “Creditor”, are set forth in Section 7.11 below. Grantor is the record owner of the Collateral. 

 

	 	4.2	 REPRESENTATIONS AND WARRANTIES. Grantor represents and warrants that: (a) Grantor has, as of the date of recordation of this Deed of Trust,
and will have, good title to the Collateral; (b) Grantor has not previously assigned or encumbered the Collateral, and no financing statement covering any of the Collateral has been delivered to any other person or entity;
(c) Grantor’s principal place of business is located at the address shown in Section 7.11; and (d) Grantor’s legal name is exactly as set forth on the first page of this Deed of Trust and all of Grantor’s organizational
documents or agreements delivered to Beneficiary are complete and accurate in every respect. 


  

	 	4.3	 COVENANTS. Grantor agrees: (a) to execute and deliver such documents as Beneficiary deems necessary to create, perfect and continue the
security interests contemplated hereby; (b) not to change its name, and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Beneficiary prior written
notice thereof; (c) to cooperate with Beneficiary in perfecting all security interests granted herein and in obtaining such agreements from third parties as Beneficiary deems necessary, proper or convenient in connection with the preservation,
perfection or enforcement of any of its rights hereunder; and (d) that Beneficiary is authorized to file financing statements in the name of Grantor to perfect Beneficiary’s security interest in Collateral. 



 

	 	4.4	 RIGHTS OF BENEFICIARY. In addition to Beneficiary’s rights as a “Secured Party” under the UCC, Beneficiary may, but shall not be
obligated to, at any time without notice and at the expense of Grantor: (a) give notice to any person of Beneficiary’s rights hereunder and enforce such rights at law or in equity; (b) insure, protect, defend and preserve the
Collateral or any rights or interests of Beneficiary therein; (c) inspect the Collateral; and (d) endorse, collect and receive any right to payment of money owing to Grantor under or from the Collateral. Notwithstanding the above, in no
event shall Beneficiary be deemed to have accepted any property other than cash in satisfaction of any obligation of Grantor to Beneficiary unless Beneficiary shall make an express written election of said remedy under UCC §9620, or other
applicable law. 


  

	 	4.5	 RIGHTS OF BENEFICIARY ON DEFAULT. Upon the occurrence of a Default (hereinafter defined) under this Deed of Trust, then in addition to all of
Beneficiary’s rights as a “Secured Party” under the UCC or otherwise at law: 


  

	 	(a)	 Beneficiary may (i) upon written notice, require Grantor to assemble any or all of the Collateral and make it available to Beneficiary at a place
designated by Beneficiary; (ii) without prior notice, enter upon the Subject Property or other place where any of the Collateral may be located and take possession of, collect, sell, lease, license and dispose of any or all of the Collateral,
and store the same at locations acceptable to Beneficiary at Grantor’s expense; (iii) sell, assign and 


  

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	 	    	 deliver at any place or in any lawful manner all or any part of the Collateral and bid and become the purchaser at any such sales;



  

	 	(b)	 Beneficiary may, for the account of Grantor and at Grantor’s expense: (i) operate, use, consume, sell, lease, license or dispose of the Collateral
as Beneficiary deems appropriate for the purpose of performing any or all of the Secured Obligations; (ii) enter into any agreement, compromise, or settlement, including insurance claims, which Beneficiary may deem desirable or proper with
respect to any of the Collateral; and (iii) endorse and deliver evidences of title for, and receive, enforce and collect by legal action or otherwise, all indebtedness and obligations now or hereafter owing to Grantor in connection with or on
account of any or all of the Collateral; and 


  

	 	(c)	 In disposing of Collateral hereunder, Beneficiary may disclaim all warranties of title, possession, quiet enjoyment and the like. Any proceeds of any
disposition of any Collateral may be applied by Beneficiary to the payment of expenses incurred by Beneficiary in connection with the foregoing, including reasonable attorneys’ fees, and the balance of such proceeds may be applied by
Beneficiary toward the payment of the Secured Obligations in such order of application as Beneficiary may from time to time elect. 



Notwithstanding any other provision hereof, Beneficiary shall not be deemed to have accepted any property other than cash in
satisfaction of any obligation of Grantor to Beneficiary unless Grantor shall make an express written election of said remedy under UCC §9620, or other applicable law. Grantor agrees that Beneficiary shall have no obligation to process or
prepare any Collateral for sale or other disposition. 
  

	 	4.6	 POWER OF ATTORNEY. Grantor hereby irrevocably appoints Beneficiary as Grantor’s attorney-in-fact (such agency being coupled with an
interest), and as such attorney-in-fact Beneficiary may, without the obligation to do so, in Beneficiary’s name, or in the name of Grantor, prepare, execute and file or record financing statements, continuation statements, applications for
registration and like papers necessary to create, perfect or preserve any of Beneficiary’s security interests and rights in or to any of the Collateral, and, upon a Default hereunder, take any other action required of Grantor; provided,
however, that Beneficiary as such attorney-in-fact shall be accountable only for such funds as are actually received by Beneficiary. 


  

	 	4.7	 POSSESSION AND USE OF COLLATERAL. Except as otherwise provided in this Section or the other Loan Documents (as defined in the Loan Agreement),
so long as no Default exists under this Deed of Trust or any of the Loan Documents, Grantor may possess, use, move, transfer or dispose of any of the Collateral in the ordinary course of Grantor’s business and in accordance with the Loan
Agreement. 


 ARTICLE 5. RIGHTS AND DUTIES OF THE PARTIES 

 

	 	5.1	 TITLE. Grantor represents and warrants that, except as disclosed to Beneficiary in a writing which refers to this warranty, Grantor lawfully
holds and possesses fee simple title to the Subject Property without limitation on the right to encumber, and that this Deed of Trust is a first and prior lien on the Subject Property. Grantor hereby represents and warrants that all of the Subject
Property is a single tax parcel, and there are no properties included in such tax parcel other than the Subject Property. Grantor further covenants and agrees that it shall not cause all or any portion of the Subject Property to be replatted or for
any lots or boundary lines to be adjusted, changed or altered for either ad valorem tax purposes or otherwise, and shall not consent to the assessment of the Subject Property in more than one tax parcel or in conjunction with any property other than
the Subject Property. 


  

	 	5.2	 TAXES AND ASSESSMENTS. 


  

	 	(a)	 Subject to Grantor’s rights to contest in good faith payment of taxes as provided in Section 5.2(b) below, Grantor shall pay prior to delinquency
all taxes, assessments, levies and charges imposed by any public or quasi-public authority or utility company which are or which may become a lien 



 

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	 	    	 upon or cause a loss in value of the Subject Property or any interest therein. Grantor shall also pay prior to delinquency all taxes, assessments, levies and
charges imposed by any public authority upon Beneficiary by reason of its interest in any Secured Obligation or in the Subject Property, or by reason of any payment made to Beneficiary pursuant to any Secured Obligation; provided,
however, Grantor shall have no obligation to pay taxes which may be imposed from time to time upon Beneficiary and which are measured by and imposed upon Beneficiary’s net income. 



 

	 	(b)	 Grantor may contest in good faith any taxes or assessments if: (i) Grantor pursues the contest diligently and in compliance with applicable laws, in a
manner which Beneficiary determines is not prejudicial to Beneficiary, and does not impair the rights of Beneficiary under any of the Loan Documents; and (b) Grantor deposits with Beneficiary any funds or other forms of assurance which
Beneficiary in good faith determines from time to time appropriate to protect Beneficiary from the consequences of the contest being unsuccessful. Grantor’s compliance with this Section shall operate to prevent such claim, demand, levy or
assessment from becoming a Default. 


  

	 	5.3	 TAX AND INSURANCE IMPOUNDS. At any time following the occurrence of a Default, at Beneficiary’s option and upon its demand, Grantor shall,
until all Secured Obligations have been paid in full, pay to Beneficiary monthly, annually or as otherwise directed by Beneficiary an amount estimated by Beneficiary to be equal to: (a) all taxes, assessments, levies and charges imposed by any
public or quasi-public authority or utility company which are or may become a lien upon the Subject Property or Collateral and will become due for the tax year during which such payment is so directed; and (b) premiums for fire, hazard and
insurance required or requested pursuant to the Loan Documents when same are next due. If Beneficiary determines that any amounts paid by Grantor are insufficient for the payment in full of such taxes, assessments, levies, charges and/or insurance
premiums, Beneficiary shall notify Grantor of the increased amounts required to pay all amounts when due, whereupon Grantor shall pay to Beneficiary within thirty (30) days thereafter the additional amount as stated in Beneficiary’s
notice. All sums so paid shall not bear interest, except to the extent and in any minimum amount required by law; and Beneficiary shall, unless Grantor is otherwise in Default hereunder or under any Loan Document, apply said funds to the payment of,
or at the sole option of Beneficiary release said funds to Grantor for the application to and payment of, such sums, taxes, assessments, levies, charges, and insurance premiums. Upon Default by Grantor hereunder or under any Loan Document,
Beneficiary may apply all or any part of said sums to any Secured Obligation and/or to cure such Default, in which event Grantor shall be required to restore all amounts so applied, as well as to cure any other events or conditions of Default not
cured by such application. Upon assignment of this Deed of Trust, Beneficiary shall have the right to assign in writing all amounts collected and in its possession to its assignee whereupon Beneficiary and the Trustee shall be released from all
liability with respect thereto. Within ninety-five (95) days following full repayment of the Secured Obligations (other than full repayment of the Secured Obligations as a consequence of a foreclosure or conveyance in lieu of foreclosure of the
liens and security interests securing the Secured Obligations) or at such earlier time as Beneficiary may elect, the balance of all amounts collected and in Beneficiary’s possession shall be paid to Grantor and no other party shall have any
right or claim thereto. 


  

	 	5.4	 PERFORMANCE OF SECURED OBLIGATIONS. Grantor shall promptly pay and perform each Secured Obligation when due. 



 

	 	5.5	 LIENS, ENCUMBRANCES AND CHARGES. Grantor shall immediately discharge any lien not approved by Beneficiary in writing that has or may attain
priority over this Deed of Trust. Subject to the following sentence, Grantor shall pay when due all obligations secured by or which may become liens and encumbrances which shall now or hereafter encumber or appear to encumber all or any part of the
Subject Property or Collateral, or any interest therein, whether senior or subordinate hereto. If a claim of lien is recorded which affects the Subject Property or a bonded stop notice is served upon Beneficiary, Grantor shall, within twenty
(20) calendar days of such recording or service or within five (5) calendar days of Beneficiary’s demand, whichever occurs first: (a) pay and discharge the claim of lien or bonded stop notice; (b) effect the release thereof
by recording or delivering to Beneficiary a surety bond in sufficient form and amount; or (c) provide Beneficiary with other assurances which Beneficiary deems, in 



 

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	 	    	 its sole discretion, to be satisfactory for the payment of such claim of lien or bonded stop notice and for the full and continuous protection of Beneficiary
from the effect of such lien or bonded stop notice. 


  

	 	5.6	 DAMAGES; INSURANCE AND CONDEMNATION PROCEEDS. 


  


	 	(a)	 The following (whether now existing or hereafter arising) are all absolutely and irrevocably assigned by Grantor to Beneficiary and, at the request of
Beneficiary, shall be paid directly to Beneficiary: (i) all awards of damages and all other compensation payable directly or indirectly by reason of a condemnation or proposed condemnation for public or private use affecting all or any part of,
or any interest in, the Subject Property or Collateral; (ii) all other claims and awards for damages to, or decrease in value of, all or any part of, or any interest in, the Subject Property or Collateral; (iii) all proceeds of any
insurance policies (whether or not expressly required by Beneficiary to be maintained by Grantor, including, without limitation, earthquake insurance, environmental insurance and terrorism insurance, if any) payable by reason of loss sustained to
all or any part of the Subject Property or Collateral; and (iv) all interest which may accrue on any of the foregoing. Subject to applicable law and Section 5.6(b) below, and without regard to any requirement contained in
Section 5.7(d), Beneficiary may at its discretion apply all or any of the proceeds it receives to its expenses in settling, prosecuting or defending any claim and may apply the balance to the Secured Obligations in any such order acceptable to
Beneficiary, and/or Beneficiary may release all or any part of the proceeds to Grantor upon any conditions Beneficiary may impose. Beneficiary may commence, appear in, defend or prosecute any assigned claim or action and may adjust, compromise,
settle and collect all claims and awards assigned to Beneficiary; provided, however, in no event shall Beneficiary be responsible for any failure to collect any claim or award, regardless of the cause of the failure, including, without
limitation, any malfeasance or nonfeasance by Beneficiary or its employees or agents. 


  

	 	(b)	 Beneficiary shall permit insurance or condemnation proceeds held by Beneficiary to be used for repair or restoration but may condition such application upon
reasonable conditions, including, without limitation: (i) the deposit with Beneficiary of such additional funds which Beneficiary determines are needed to pay all costs of the repair or restoration, (including, without limitation, taxes,
financing charges, insurance and rent during the repair period); (ii) the establishment of an arrangement for lien releases and disbursement of funds acceptable to Beneficiary; (iii) the delivery to Beneficiary of plans and specifications
for the work, a contract for the work signed by a contractor acceptable to Beneficiary, a cost breakdown for the work and a payment and performance bond for the work, all of which shall be acceptable to Beneficiary; and (iv) the delivery to
Beneficiary of evidence acceptable to Beneficiary (aa) that after completion of the work the income from the Subject Property will be sufficient to pay all expenses and debt service for the Subject Property; (bb) of the continuation of
Leases acceptable to and required by Beneficiary; (cc) that upon completion of the work, the size, capacity and total value of the Subject Property will be at least as great as it was before the damage or condemnation occurred; (dd) that
there has been no material adverse change in the financial condition or credit of Grantor since the date of this Deed of Trust; (ee) no Default shall have occurred, and (ff) of the satisfaction of any additional conditions that Beneficiary may
reasonably establish to protect its security. Grantor hereby acknowledges that the conditions described above are reasonable, and, if such conditions have not been satisfied within sixty (60) days of receipt by Beneficiary of such insurance or
condemnation proceeds, then Beneficiary may apply such insurance or condemnation proceeds to pay the Secured Obligations in such order and amounts as Beneficiary in its sole discretion may choose. 



 

	 	(c)	 Notwithstanding the foregoing provisions of this Section 5.6, if the insurance or condemnation proceeds equal $1,000,000 or less, Beneficiary shall
release such proceeds to Grantor for repair or restoration of the Subject Property without any additional requirements or conditions. 


  

	 	5.7	 MAINTENANCE AND PRESERVATION OF THE SUBJECT PROPERTY. Subject to the provisions of the Loan Agreement, Grantor covenants: (a) to insure the
Subject Property and Collateral against such risks as Beneficiary may require pursuant to the Loan Agreement and, at Beneficiary’s request (but not 


  


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	 	    	 more than fifteen (15) days prior to the termination date of any existing coverage), to provide evidence of such insurance to Beneficiary, and to comply
with the requirements of any insurance companies providing such insurance; (b) to keep the Subject Property and Collateral in good condition and repair; (c) not to remove or demolish the Subject Property or Collateral or any part thereof,
not to alter, restore or add to the Subject Property or Collateral and not to initiate or acquiesce in any change in any zoning or other land classification which affects the Subject Property without Beneficiary’s prior written consent or as
provided in the Loan Agreement; (d) to complete or restore promptly and in good and workmanlike manner the Subject Property and Collateral, or any part thereof which may be damaged or destroyed, without regard to whether Beneficiary elects to
require that insurance proceeds be used to reduce the Secured Obligations as provided in Section 5.6; (e) to comply with all laws, ordinances, regulations and standards, and all covenants, conditions, restrictions and equitable servitudes,
whether public or private, of every kind and character which affect the Subject Property or Collateral and pertain to acts committed or conditions existing thereon, including, without limitation, any work, alteration, improvement or demolition
mandated by such laws, covenants or requirements; (f) not to commit or permit waste of the Subject Property or Collateral; and (g) to do all other acts which from the character or use of the Subject Property or Collateral may be reasonably
necessary to maintain and preserve its value. 


  

	 	5.8	 DEFENSE AND NOTICE OF LOSSES, CLAIMS AND ACTIONS. At Grantor’s sole expense, Grantor shall protect, preserve and defend the Subject
Property and Collateral and title to and right of possession of the Subject Property and Collateral, the security hereof and the rights and powers of Beneficiary and Trustee hereunder against all adverse claims. Grantor shall give Beneficiary and
Trustee prompt notice in writing of the assertion of any claim, of the filing of any action or proceeding, of the occurrence of any damage to the Subject Property or Collateral and of any condemnation offer or action. 



 

	 	5.9	 POWERS OF BENEFICIARY. Beneficiary may, without affecting the personal liability of any person for payment of any indebtedness or
performance of any obligations secured hereby and without liability therefor and without notice: (a) release all or any part of the Subject Property; (b) consent to the making of any map or plat thereof; and (c) join in any grant of
easement thereon, any declaration of covenants and restrictions, or any extension agreement or any agreement subordinating the lien or charge of this Deed of Trust. 



 

	 	5.10	 ACCEPTANCE OF TRUST; POWERS AND DUTIES OF TRUSTEE. 



 

	 	(a)	 Trustee accepts this trust when this Deed of Trust is recorded. Except as may be required by applicable law, Trustee or Beneficiary may from time to time
apply to any court of competent jurisdiction for aid and direction in the execution of the trust hereunder and the enforcement of the rights and remedies available hereunder, and may obtain orders or decrees directing or confirming or approving acts
in the execution of said trust and the enforcement of said remedies. 


  

	 	(b)	 Trustee shall not be required to take any action toward the execution and enforcement of the trust hereby created or to institute, appear in, or defend any
action, suit, or other proceeding in connection therewith where, in his opinion, such action would be likely to involve him in expense or liability, unless requested so to do by a written instrument signed by Beneficiary and, if Trustee so requests,
unless Trustee is tendered security and indemnity satisfactory to Trustee against any and all cost, expense, and liability arising therefrom. Trustee shall not be responsible for the execution, acknowledgment, or validity of the Loan Documents, or
for the proper authorization thereof, or for the sufficiency of the lien and security interest purported to be created hereby, and Trustee makes no representation in respect thereof or in respect of the rights, remedies, and recourses of
Beneficiary. 


  

	 	(c)	 With the approval of Beneficiary, Trustee shall have the right to take any and all of the following actions: (i) to select, employ, and advise with
counsel (who may be, but need not be, counsel for Beneficiary) upon any matters arising hereunder, including the preparation, execution, and interpretation of the Loan Documents, and shall be fully protected in relying as to legal matters on the
advice of counsel, (ii) to execute any of the trusts and powers hereof and to perform any duty hereunder either directly or through his agents or attorneys, (iii) to select and employ, in and 



 

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	 	    	 about the execution of his duties hereunder, suitable accountants, engineers and other experts, agents and attorneys-in-fact, either corporate or individual,
not regularly in the employ of Trustee, and Trustee shall not be answerable for any act, default, negligence, or misconduct of any such accountant, engineer or other expert, agent or attorney-in-fact, if selected with reasonable care, or for any
error of judgment or act done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, except for Trustee’s gross negligence or bad faith, and (iv) any and all other lawful action as
Beneficiary may instruct Trustee to take to protect or enforce Beneficiary’s rights hereunder. Trustee shall not be personally liable in case of entry by Trustee, or anyone entering by virtue of the powers herein granted to Trustee, upon the
Subject Property for debts contracted for or liability or damages incurred in the management or operation of the Subject Property. Trustee shall have the right to rely on any instrument, document, or signature authorizing or supporting any action
taken or proposed to be taken by Trustee hereunder, believed by Trustee in good faith to be genuine. Trustee shall be entitled to reimbursement for expenses incurred by Trustee in the performance of Trustee’s duties hereunder and to reasonable
compensation for such of Trustee’s services hereunder as shall be rendered. GRANTOR WILL, FROM TIME TO TIME, PAY THE COMPENSATION DUE TO TRUSTEE HEREUNDER AND REIMBURSE TRUSTEE FOR, AND INDEMNIFY AND HOLD HARMLESS TRUSTEE AGAINST, ANY AND
ALL LIABILITY AND EXPENSES WHICH MAY BE INCURRED BY TRUSTEE IN THE PERFORMANCE OF TRUSTEE’S DUTIES. 


  

	 	(d)	 All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not
be segregated in any manner from any other moneys (except to the extent required by applicable law) and Trustee shall be under no liability for interest on any moneys received by Trustee hereunder. 



 

	 	(e)	 Should any deed, conveyance, or instrument of any nature be required from Grantor by any Trustee or substitute Trustee to more fully and certainly vest in and
confirm to the Trustee or substitute Trustee such estates, rights, powers, and duties, then, upon request by the Trustee or substitute Trustee, any and all such deeds, conveyances and instruments shall be made, executed, acknowledged, and delivered
and shall be caused to be recorded and/or filed by Grantor. 


  

	 	(f)	 By accepting or approving anything required to be observed, performed, or fulfilled or to be given to Trustee pursuant to the Loan Documents, including
without limitation, any deed, conveyance, instrument, officer’s certificate, balance sheet, statement of profit and loss or other financial statement, survey, appraisal, or insurance policy, Trustee shall not be deemed to have warranted,
consented to, or affirmed the sufficiency, legality, effectiveness, or legal effect of the same, or of any term, provision, or condition thereof, and such acceptance or approval thereof shall not be or constitute any warranty or affirmation with
respect thereto by Trustee. 


  

	 	5.11	 COMPENSATION; EXCULPATION; INDEMNIFICATION. 


  

	 	(a)	 Grantor shall pay Trustee’s fees and reimburse Trustee for expenses in the administration of this trust, including attorneys’ fees. Grantor shall
pay to Beneficiary reasonable compensation for services rendered concerning this Deed of Trust, including without limit any statement of amounts owing under any Secured Obligation. Beneficiary shall not directly or indirectly be liable to Grantor or
any other person as a consequence of (i) the exercise of the rights, remedies or powers granted to Beneficiary in this Deed of Trust; (ii) the failure or refusal of Beneficiary to perform or discharge any obligation or liability of Grantor
under any agreement related to the Subject Property or Collateral or under this Deed of Trust; or (iii) any loss sustained by Grantor or any third party resulting from Beneficiary’s failure (whether by malfeasance, nonfeasance or refusal
to act) to lease the Subject Property after a Default (hereinafter defined) or from any other act or omission (regardless of whether same constitutes negligence) of Beneficiary in managing the Subject Property after a Default unless the loss is
caused by the gross negligence or willful misconduct of Beneficiary and no such liability shall be asserted against or imposed upon Beneficiary, and all such liability is hereby expressly waived and released by Grantor. 



 

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	 	(b)	 GRANTOR INDEMNIFIES TRUSTEE AND BENEFICIARY AGAINST, AND HOLDS TRUSTEE AND BENEFICIARY HARMLESS FROM, ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, CAUSES OF
ACTION, JUDGMENTS, COURT COSTS, ATTORNEYS’ FEES AND OTHER LEGAL EXPENSES, COST OF EVIDENCE OF TITLE, COST OF EVIDENCE OF VALUE, AND OTHER EXPENSES WHICH EITHER MAY SUFFER OR INCUR: (i) BY REASON OF THIS DEED OF TRUST; (ii) BY REASON
OF THE EXECUTION OF THIS DEED OF TRUST OR IN PERFORMANCE OF ANY ACT REQUIRED OR PERMITTED HEREUNDER OR BY LAW; (iii) AS A RESULT OF ANY FAILURE OF GRANTOR TO PERFORM GRANTOR’S OBLIGATIONS; OR (iv) BY REASON OF ANY ALLEGED OBLIGATION
OR UNDERTAKING ON BENEFICIARY’S PART TO PERFORM OR DISCHARGE ANY OF THE REPRESENTATIONS, WARRANTIES, CONDITIONS, COVENANTS OR OTHER OBLIGATIONS CONTAINED IN ANY OTHER DOCUMENT RELATED TO THE SUBJECT PROPERTY. THE ABOVE OBLIGATION OF GRANTOR TO
INDEMNIFY AND HOLD HARMLESS TRUSTEE AND BENEFICIARY SHALL SURVIVE THE RELEASE AND CANCELLATION OF THE SECURED OBLIGATIONS AND THE RELEASE AND RECONVEYANCE OR PARTIAL RELEASE AND RECONVEYANCE OF THIS DEED OF TRUST. 



 

	 	(c)	 Grantor shall pay all amounts and indebtedness arising under this Section 5.11 immediately upon demand by Trustee or Beneficiary together with interest
thereon from the date the indebtedness arises at the rate of interest then applicable to the principal balance of the Note as specified therein. 


  

	 	5.12	 SUBSTITUTION OF TRUSTEES. From time to time, by a writing, signed and acknowledged by Beneficiary and recorded in the Office of the Recorder of
the County in which the Subject Property is situated, Beneficiary may appoint another trustee to act in the place and stead of Trustee or any successor. Such writing shall set forth any information required by law. The recordation of such instrument
of substitution shall discharge Trustee herein named and shall appoint the new trustee as the trustee hereunder with the same effect as if originally named Trustee herein. A writing recorded pursuant to the provisions of this Section 5.12 shall
be conclusive proof of the proper substitution of such new Trustee. 


  

	 	5.13	 DUE ON SALE OR ENCUMBRANCE. The terms “Loan”, “Loan Documents” and “Loan Agreement” have the meaning given them in
the Loan Agreement described in Section 2.1. Grantor represents, agrees and acknowledges that: 


  

	 	(a)	 Improvement and operation of real property is a highly complex activity which requires substantial knowledge of law and business conditions and practices, and
an ability to control, coordinate and schedule the many factors affecting such improvement and operation. Experience, financial stability, managerial ability and a good reputation in the business community enhance an owner’s and operator’s
ability to obtain market rents and to induce cooperation in scheduling and are taken into account by Beneficiary in approving loan applications. 


  

	 	(b)	 Grantor has represented to Beneficiary, not only in the representations and warranties contained in the Loan Documents, but also in its initial loan
application and in all of the negotiations connected with Beneficiary making the Loan, certain facts concerning Grantor’s financial stability, managerial and operational ability, reputation, skill, and creditworthiness. Beneficiary has relied
upon these representations and warranties as a substantial and material consideration in its decision to make the Loan. 


  

	 	(c)	 The conditions and terms provided in the Loan Agreement were induced by these representations and warranties and would not have been made available by
Beneficiary in the absence of these representations and warranties. 


  

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	 	(d)	 Beneficiary would not have made this Loan if Beneficiary did not have the right to sell, transfer, assign, or grant participations in the Loan and in the Loan
Documents, and that such participations are dependent upon the potential participants’ reliance on such representations and warranties. 


  

	 	(e)	 Grantor’s financial stability and managerial and operational ability and that of those persons or entities having a direct or beneficial interest in
Grantor are a substantial and material consideration to any third parties who have entered or will enter into agreements with Grantor. 


  

	 	(f)	 Beneficiary has relied upon the skills and services offered by such third parties and the provision of such skills and services is jeopardized if Grantor
breaches its covenants contained below regarding Transfers. 


  

	 	(g)	 A transfer of possession of or title to the Subject Property, or a change in the person or entity operating, developing, constructing or managing the Subject
Property, would substantially increase the risk of Default under the Loan Documents and significantly and materially impair and reduce Beneficiary’s security for the Note. 



 

	 	(h)	 As used herein, the term “Transfer” shall mean each of the following actions or events: the sale, transfer, assignment, lease as a whole,
encumbrance, hypothecation, mortgage or pledge in any manner whatsoever, whether voluntarily, involuntarily or by operation of law of: (i) the Subject Property or Collateral or any interest therein; (ii) title to any other security more
specifically described in any Loan Document; (iii) Grantor’s right, title and/or interest in the Loan Documents and any subsequent documents executed by Grantor in connection therewith; (iv) legal or beneficial ownership of any
partnership interest in Grantor if Grantor is a partnership; (v) legal or beneficial ownership of any membership interest in Grantor if Grantor is a limited liability company; (vi) legal or beneficial ownership of any partnership interest
in any general partner, venturer or member of Grantor; or (vii) legal or beneficial ownership of any of the stock in Grantor if Grantor is a corporation or in any general partner, venturer or member in Grantor that is a corporation.



  

	 	(i)	 Grantor shall not make or commit to make any Transfer without Beneficiary’s prior written consent, which it may grant or withhold at its sole discretion
(except with respect to those Transfers reasonably approved by Beneficiary or otherwise expressly permitted under Sections 9.17, 9.18 and 9.19 of the Loan Agreement). It is expressly agreed that Beneficiary may predicate
Beneficiary’s decision to grant consent to a Transfer on such terms and conditions as Beneficiary may require, in Beneficiary’s sole discretion, including without limitation (i) consideration of the creditworthiness of the party to
whom such Transfer will be made and its development and management ability with respect to the Subject Property, (ii) consideration of whether the security for repayment, performance and discharge of the Secured Obligations, or
Beneficiary’s ability to enforce its rights, remedies, and recourses with respect to such security, will be impaired in any way by the proposed Transfer, (iii) an increase in the rate of interest payable under the Note or any other change
in the terms and provisions of the Note and other Loan Documents, (iv) reimbursement of Beneficiary for all costs and expenses incurred by Beneficiary in investigating the creditworthiness and management ability of the party to whom such
Transfer will be made and in determining whether Beneficiary’s security will be impaired by the proposed Transfer, (v) payment to Beneficiary of a transfer fee to cover the cost of documenting the Transfer in its records, (vi) payment
of Beneficiary’s reasonable attorneys’ fees in connection with such Transfer, (vii) endorsements (to the extent available under applicable law) to any existing mortgagee title insurance policies or construction binders insuring
Beneficiary’s liens and security interests covering the Subject Property, and (viii) require additional security for the payment, performance and discharge of the Secured Obligations. If Beneficiary’s consent should be given, any
Transfer shall be subject to the Loan Documents and any transferee of Grantor’s interest shall: (i) assume all of Grantor’s obligations thereunder; and (ii) agree to be bound by all provisions and perform all obligations
contained therein; provided, however, that such assumption shall not release Grantor or any maker or any guarantor of the Note from any liability thereunder 



 

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	 	    	 or under any other Loan Documents without the prior written consent of Beneficiary. In the event of any Transfer without the prior written consent of
Beneficiary, whether or not Beneficiary elects to enforce its right to accelerate the Loan pursuant to Sections 6.1 and 6.2, all sums owing under the Note, as well as all other charges, expenses and costs owing under the Loan Documents, shall
at the option of Beneficiary, automatically bear interest at five percent (5%) above the rate provided in the Note, from the date (or any date thereafter) of such unconsented to Transfer. Grantor acknowledges that the automatic shift(s) to this
alternate rate is reasonable since the representations that Beneficiary relied upon in making the Loan may no longer be relied upon. A consent by Beneficiary to one or more Transfers shall not be construed as a consent to further Transfers or as a
waiver of Beneficiary’s consent with respect to future Transfers. 


  

	 	5.14	 RELEASES, EXTENSIONS, MODIFICATIONS AND ADDITIONAL SECURITY. Without notice to or the consent, approval or agreement of any persons or entities
having any interest at any time in the Subject Property and Collateral or in any manner obligated under the Secured Obligations (“Interested Parties”), Beneficiary may, from time to time, release any person or entity from liability for the
payment or performance of any Secured Obligation, take any action or make any agreement extending the maturity or otherwise altering the terms or increasing the amount of any Secured Obligation, or accept additional security or release all or a
portion of the Subject Property and Collateral and other security for the Secured Obligations. None of the foregoing actions shall release or reduce the personal liability of any of said Interested Parties, or release or impair the priority of the
lien of and security interests created by this Deed of Trust upon the Subject Property and Collateral. 


  

	 	5.15	 RECONVEYANCE. Upon Beneficiary’s written request, and upon surrender to Trustee for cancellation of this Deed of Trust or a certified copy
thereof and any note, instrument, or instruments setting forth all obligations secured hereby, Trustee shall reconvey, without warranty, the Subject Property or that portion thereof then held hereunder. To the extent permitted by law, the
reconveyance may describe the grantee as “the person or persons legally entitled thereto” and the recitals of any matters or facts in any reconveyance executed hereunder shall be conclusive proof of the truthfulness thereof. Neither
Beneficiary nor Trustee shall have any duty to determine the rights of persons claiming to be rightful grantees of any reconveyance. When the Subject Property has been fully reconveyed, the last such reconveyance shall operate as a reassignment of
all future rents, issues and profits of the Subject Property to the person or persons legally entitled thereto. Notwithstanding anything contained herein to the contrary, Beneficiary hereby agrees, subject to the provisions of Section 2.10 of
the Loan Agreement, to cause Trustee to reconvey the Subject Property notwithstanding the fact that all of the Secured Obligations have not been satisfied. 



 

	 	5.16	 SUBROGATION. Beneficiary shall be subrogated to the lien of all encumbrances, whether released of record or not, paid in whole or in part by
Beneficiary pursuant to the Loan Documents or by the proceeds of any loan secured by this Deed of Trust. 


  

	 	5.17	 RIGHT OF INSPECTION. Beneficiary, its agents and employees, may enter the Subject Property at any reasonable time for the purpose of inspecting
the Subject Property and Collateral and ascertaining Grantor’s compliance with the terms hereof. 


  

	 	5.18	 CONTRACTS. Grantor will deliver to Beneficiary a copy of each Contract promptly after the execution of same by all parties thereto and subject
to any approval of Beneficiary required by any of the Loan Documents. Within twenty (20) days after a request by Beneficiary, Grantor shall prepare and deliver to Beneficiary a complete listing of all Contracts, showing date, term, parties,
subject matter, concessions, whether any defaults exist, and other information specified by Beneficiary, of or with respect to each of such Contracts, together with a copy thereof (if so requested by Beneficiary). Grantor represents and warrants
that none of the Contracts encumber or create a lien on the Subject Property, but are personal with Grantor. As used herein, the term “Contract” shall mean any management agreement, leasing and brokerage agreement, and operating or service
contract with respect to the Subject Property or Collateral. 


  

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 ARTICLE 6. DEFAULT PROVISIONS 

 

	 	6.1	 DEFAULT. For all purposes hereof, the term “Default” shall mean (a) the existence of any Event of Default as defined in the Loan
Agreement; (b) at Beneficiary’s option, the failure of Grantor to make any payment of principal or interest on the Note or to pay any other amount due hereunder or under the Note when the same is due and payable, whether at maturity, by
acceleration or otherwise; (c) the failure of Grantor to perform any non-monetary obligation hereunder, or the failure to be true of any representation or warranty of Grantor contained herein and the continuance of such failure for ten
(10) days after notice, or within any longer grace period, if any, allowed in the Loan Agreement for such failure, or (d) if Grantor or any other Person shall make a Transfer without the prior written consent of Beneficiary (which consent
may be withheld in Beneficiary’s sole discretion (except for those Transfers reasonably approved by Beneficiary or otherwise expressly permitted under Sections 9.17, 9.18, and 9.19 of the Loan Agreement) or conditioned as
provided in Section 5.13). 


  

	 	6.2	 RIGHTS AND REMEDIES. At any time after Default, Beneficiary and Trustee shall each have all the following rights and remedies:



  

	 	(a)	 With or without notice, to declare all Secured Obligations immediately due and payable; 



 

	 	(b)	 With or without notice, and without releasing Grantor from any Secured Obligation, and without becoming a mortgagee in possession, to cure any breach or
Default of Grantor and, in connection therewith, to enter upon the Subject Property and do such acts and things as Beneficiary or Trustee deem necessary or desirable to protect the security hereof, including, without limitation: (i) to appear
in and defend any action or proceeding purporting to affect the security of this Deed of Trust or the rights or powers of Beneficiary or Trustee under this Deed of Trust; (ii) to pay, purchase, contest or compromise any encumbrance, charge,
lien or claim of lien which, in the sole judgment of either Beneficiary or Trustee, is or may be senior in priority to this Deed of Trust, the judgment of Beneficiary or Trustee being conclusive as between the parties hereto; (iii) to obtain
insurance; (iv) to pay any premiums or charges with respect to insurance required to be carried under this Deed of Trust; or (v) to employ counsel, accountants, contractors and other appropriate persons. 



 

	 	(c)	 To commence and maintain an action or actions in any court of competent jurisdiction to foreclose this instrument as a mortgage or to obtain specific
enforcement of the covenants of Grantor hereunder, and Grantor agrees that such covenants shall be specifically enforceable by injunction or any other appropriate equitable remedy and that for the purposes of any suit brought under this
subparagraph, Grantor waives the defense of laches and any applicable statute of limitations; 


  

	 	(d)	 To apply to a court of competent jurisdiction for and obtain appointment of a receiver of the Subject Property as a matter of strict right and without regard
to the adequacy of the security for the repayment of the Secured Obligations, the existence of a declaration that the Secured Obligations are immediately due and payable, or the filing of a notice of default, and Grantor hereby consents to such
appointment; 


  

	 	(e)	 To enter upon, possess, manage and operate the Subject Property or any part thereof, to take and possess all documents, books, records, papers and accounts of
Grantor or the then owner of the Subject Property, to make, terminate, enforce or modify Leases of the Subject Property upon such terms and conditions as Beneficiary deems proper, to make repairs, alterations and improvements to the Subject Property
as necessary, in Trustee’s or Beneficiary’s sole judgment, to protect or enhance the security hereof; 


  

	 	(f)	 To execute a written notice of such Default and of its election to cause the Subject Property to be sold to satisfy the Secured Obligations. As a condition
precedent to any such sale, Trustee shall give and record such notice as the law then requires. When the minimum period of time required by law after such notice has elapsed, Trustee, without notice to or demand upon Grantor except



  

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	 	    	 as required by law, shall sell the Subject Property at the time and place of sale fixed by it in the notice of sale, at one or several sales, either as a
whole or in separate parcels and in such manner and order, all as Beneficiary in its sole discretion may determine, at public auction to the highest bidder for cash, in lawful money of the United States, payable at time of sale. Neither Grantor nor
any other person or entity other than Beneficiary shall have the right to direct the order in which the Subject Property is sold. Subject to requirements and limits imposed by law, Trustee may from time to time postpone sale of all or any portion of
the Subject Property by public announcement at such time and place of sale. Trustee shall deliver to the purchaser at such sale a deed conveying the Subject Property or portion thereof so sold, but without any covenant or warranty, express or
implied. The recitals in the deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustee, Grantor or Beneficiary may purchase at the sale; 



 

	 	(g)	 To resort to and realize upon the security hereunder and any other security now or later held by Beneficiary concurrently or successively and in one or
several consolidated or independent judicial actions or lawfully taken non-judicial proceedings, or both, and to apply the proceeds received upon the Secured Obligations all in such order and manner as Trustee and Beneficiary, or either of them,
determine in their sole discretion. 


  

	 	(h)	 Upon sale of the Subject Property at any judicial or non-judicial foreclosure, Beneficiary may credit bid (as determined by Beneficiary in its sole and
absolute discretion) all or any portion of the Secured Obligations. In determining such credit bid, Beneficiary may, but is not obligated to, take into account all or any of the following: (i) appraisals of the Subject Property as such
appraisals may be discounted or adjusted by Beneficiary in its sole and absolute underwriting discretion; (ii) expenses and costs incurred by Beneficiary with respect to the Subject Property prior to foreclosure; (iii) expenses and costs
which Beneficiary anticipates will be incurred with respect to the Subject Property after foreclosure, but prior to resale, including, without limitation, costs of structural reports and other due diligence, costs to carry the Subject Property prior
to resale, costs of resale (e.g. commissions, attorneys’ fees, and taxes), costs of any hazardous materials clean-up and monitoring, costs of deferred maintenance, repair, refurbishment and retrofit, costs of defending or settling litigation
affecting the Subject Property, and lost opportunity costs (if any), including the time value of money during any anticipated holding period by Beneficiary; (iv) declining trends in real property values generally and with respect to properties
similar to the Subject Property; (v) anticipated discounts upon resale of the Subject Property as a distressed or foreclosed property; (vi) the fact of additional collateral (if any), for the Secured Obligations; and (vii) such
other factors or matters that Beneficiary (in its sole and absolute discretion) deems appropriate. In regard to the above, Grantor acknowledges and agrees that: (w) Beneficiary is not required to use any or all of the foregoing factors to
determine the amount of its credit bid; (x) this Section does not impose upon Beneficiary any additional obligations that are not imposed by law at the time the credit bid is made; (y) the amount of Beneficiary’s credit bid need not
have any relation to any loan-to-value ratios specified in the Loan Documents or previously discussed between Grantor and Beneficiary; and (z) Beneficiary’s credit bid may be (at Beneficiary’s sole and absolute discretion)
higher or lower than any appraised value of the Subject Property. 


 Grantor hereby authorizes the
recording of this Deed of Trust upon the delivery of the same to Beneficiary, and any County Recorder is authorized to record the same. 
  

	 	6.3	 APPLICATION OF FORECLOSURE SALE PROCEEDS. After deducting all costs, fees and expenses of Trustee, and of this trust, including, without
limitation, cost of evidence of title and attorneys’ fees in connection with sale and costs and expenses of sale and of any judicial proceeding wherein such sale may be made, Trustee shall apply all proceeds of any foreclosure sale: (a) to
payment of all sums expended by Beneficiary under the terms hereof and not then repaid, with accrued interest at the rate of interest specified in the Note to be applicable on or after maturity or acceleration of the Note; (b) to payment of all
other Secured Obligations; and (c) the remainder, if any, to the person or persons legally entitled thereto. 


  

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 Loan No. 1002012 
  



	 	6.4	 APPLICATION OF OTHER SUMS. All sums received by Beneficiary under Section 6.2 or Section 3.2, less all costs and expenses incurred by
Beneficiary or any receiver under Section 6.2 or Section 3.2, including, without limitation, attorneys’ fees, shall be applied in payment of the Secured Obligations in such order as Beneficiary shall determine in its sole discretion;
provided, however, Beneficiary shall have no liability for funds not actually received by Beneficiary. 


  

	 	6.5	 NO CURE OR WAIVER. Neither Beneficiary’s nor Trustee’s nor any receiver’s entry upon and taking possession of all or any part of
the Subject Property and Collateral, nor any collection of rents, issues, profits, insurance proceeds, condemnation proceeds or damages, other security or proceeds of other security, or other sums, nor the application of any collected sum to any
Secured Obligation, nor the exercise or failure to exercise of any other right or remedy by Beneficiary or Trustee or any receiver shall cure or waive any breach, Default or notice of default under this Deed of Trust, or nullify the effect of any
notice of default or sale (unless all Secured Obligations then due have been paid and performed and Grantor has cured all other defaults), or impair the status of the security, or prejudice Beneficiary or Trustee in the exercise of any right or
remedy, or be construed as an affirmation by Beneficiary of any tenancy, lease or option or a subordination of the lien of or security interests created by this Deed of Trust. 



 

	 	6.6	 PAYMENT OF COSTS, EXPENSES AND ATTORNEYS’ FEES. Grantor agrees to pay to Beneficiary immediately and without demand all costs and expenses
incurred by Trustee and Beneficiary pursuant to Section 6.2 (including, without limitation, court costs and attorneys’ fees, whether incurred in litigation or not) with interest from the date of expenditure until said sums have been paid
at the rate of interest then applicable to the principal balance of the Note as specified therein. In addition, Grantor shall pay to Trustee all Trustee’s fees hereunder and shall reimburse Trustee for all expenses incurred in the
administration of this trust, including, without limitation, any attorneys’ fees. 


  

	 	6.7	 POWER TO FILE NOTICES AND CURE DEFAULTS. Grantor hereby irrevocably appoints Beneficiary and its successors and assigns, as its
attorney-in-fact, which agency is coupled with an interest, (a) to execute and/or record any notices of completion, cessation of labor, or any other notices that Beneficiary deems appropriate to protect Beneficiary’s interest,
(b) upon the issuance of a deed pursuant to the foreclosure of the lien of this Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment or further assurance with respect to the Subject Property
and Collateral, Leases and Payments in favor of the grantee of any such deed, as may be necessary or desirable for such purpose, (c) to prepare, execute and file or record financing statements, continuation statements, applications for
registration and like papers necessary to create, perfect or preserve Beneficiary’s security interests and rights in or to any of the Subject Property and Collateral, and (d) upon the occurrence of an event, act or omission which, with
notice or passage of time or both, would constitute a Default, Beneficiary may perform any obligation of Grantor hereunder; provided, however, that: (i) Beneficiary as such attorney-in-fact shall only be accountable for such funds
as are actually received by Beneficiary; and (ii) Beneficiary shall not be liable to Grantor or any other person or entity for any failure to act (whether such failure constitutes negligence) by Beneficiary under this Section.



 ARTICLE 7. MISCELLANEOUS PROVISIONS 

 

	 	7.1	 ADDITIONAL PROVISIONS. The Loan Documents contain or incorporate by reference the entire agreement of the parties with respect to matters
contemplated herein and supersede all prior negotiations. The Loan Documents grant further rights to Beneficiary and contain further agreements and affirmative and negative covenants by Grantor which apply to this Deed of Trust and to the Subject
Property and Collateral and such further rights and agreements are incorporated herein by this reference. 


  

	 	7.2	 MERGER. No merger shall occur as a result of Beneficiary’s acquiring any other estate in, or any other lien on, the Subject Property unless
Beneficiary consents to a merger in writing. 


  

 Page 17 









 Loan No. 1002012 
  



	 	7.3	 OBLIGATIONS OF GRANTOR, JOINT AND SEVERAL. If more than one person has executed this Deed of Trust as “Grantor”, the obligations of
all such persons hereunder shall be joint and several. 


  

	 	7.4	 RECOURSE TO SEPARATE PROPERTY. Any married person who executes this Deed of Trust as a Grantor agrees that any money judgment which Beneficiary
or Trustee obtains pursuant to the terms of this Deed of Trust or any other obligation of that married person secured by this Deed of Trust may be collected by execution upon that person’s separate property, and any community property of which
that person is a manager. 


  

	 	7.5	 WAIVER OF MARSHALLING RIGHTS. Grantor, for itself and for all parties claiming through or under Grantor, and for all parties who may acquire a
lien on or interest in the Subject Property and Collateral, hereby waives all rights to have the Subject Property and Collateral and/or any other property, which is now or later may be security for any Secured Obligation (“Other Property”)
marshalled upon any foreclosure of the lien of this Deed of Trust or on a foreclosure of any other lien or security interest against any security for any of the Secured Obligations. Beneficiary shall have the right to sell, and any court in which
foreclosure proceedings may be brought shall have the right to order a sale of, the Subject Property and any or all of the Collateral or Other Property as a whole or in separate parcels, in any order that Beneficiary may designate.



  

	 	7.6	 RULES OF CONSTRUCTION. When the identity of the parties or other circumstances make it appropriate the masculine gender includes the feminine
and/or neuter, and the singular number includes the plural. The term “Subject Property” and “Collateral” means all and any part of the Subject Property and Collateral, respectively, and any interest in the Subject Property and
Collateral, respectively. 


  

	 	7.7	 SUCCESSORS IN INTEREST. The terms, covenants, and conditions herein contained shall be binding upon and inure to the benefit of the heirs,
successors and assigns of the parties hereto; provided, however, that this Section 7.7 does not waive or modify the provisions of clause (d) of Section 6.1. 



 

	 	7.8	 EXECUTION IN COUNTERPARTS. To facilitate execution, this document may be executed in as many counterparts as may be convenient or required. It
shall not be necessary that the signature or acknowledgment of, or on behalf of, each party, or that the signature of all persons required to bind any party, or the acknowledgment of such party, appear on each counterpart. All counterparts shall
collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, and the respective
acknowledgments of, each of the parties hereto. Any signature or acknowledgment page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures or acknowledgments thereon and thereafter attached to
another counterpart identical thereto except having attached to it additional signature or acknowledgment pages. 


  

	 	7.9	 MISSOURI LAW. This Deed of Trust shall be construed in accordance with the laws of the State of Missouri, except to the extent that federal laws
preempt the laws of the State of Missouri. 


  

	 	7.10	 INCORPORATION. Exhibits A and B, as attached, are incorporated into this Deed of Trust by this reference. 



 

	 	7.11	 NOTICES. All notices, demands or other communications required or permitted to be given pursuant to the provisions of this Deed of Trust shall
be in writing and shall be considered as properly given if delivered personally or sent by certified United States mail, return receipt requested, or by Overnight Express Mail or by overnight commercial courier service, charges prepaid. Notices so
sent shall be effective upon receipt at the address set forth below; provided, however, that non-receipt of any communication as the result of any change of address of which the sending party was not notified or as the result of a
refusal to accept delivery shall be deemed receipt of such communication. For purposes of notice, the address of the parties shall be: 


  

 Page 18 









 Loan No. 1002012 
  



			
	  

Grantor:
	  	 KBSII Pierre Laclede Center,
LLC
 c/o KBS Capital Advisors LLC

620 Newport Center Dr., Suite 1300

Newport Beach, CA 92660
 Attn: Rodney
Richerson, Asset Manager
 Tel: (949) 417-6515

Fax: (949) 417-6518
  

	  

Trustee:
	  	 Ford
Nelson, Jr.
 2345 Grand Blvd, Suite 2000

Kansas City, MO 64108-2107
 Tel:
(314) 402-4392
 Fax: (816) 274-0244

 

	  

Beneficiary:
	  	 WELLS FARGO BANK, NATIONAL ASSOCIATION

Real Estate Group (AU #2955)
 Orange
County
 2030 Main Street, Suite 800

Irvine, CA 92614
 Attn: Irie
Dadabhoy, Relationship Manager
 Tel: (949) 251-4322

Fax: (949) 851-9728
  

Loan #: 1002012
  

	  

With a copy to:
	  	 Wells
Fargo Bank, National Association
 Disbursement and Operations Center

2120 East Park Place, Suite 100
 El
Segundo, CA 90245
 Attention: Azucena Dela Cruz

 



 Any party shall have the
right to change its address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days notice to the other party in the manner set forth hereinabove. Grantor shall forward to Beneficiary,
without delay, any notices, letters or other communications delivered to the Subject Property or to Grantor naming Beneficiary, “Lender” or the “Construction Lender” or any similar designation as addressee, or which could
reasonably be deemed to affect the construction of the Improvements or the ability of Grantor to perform its obligations to Beneficiary under the Note or the Loan Agreement. 

 

	 	7.12	 LIMITATIONS ON RECOURSE. The limitations on personal liability of shareholders, partners and members of Borrower contained in Section 13.27
of the Loan Agreement shall apply to this Deed of Trust. 


  

	 	7.13	 WAIVER OF RIGHT OF REDEMPTION. Trustee hereby waives all redemption rights under Missouri Revised Statutes Section 443.410 upon any sale of
the Property at any foreclosure pursuant to Article 6 hereof. 


  

	 	7.14	 MISSOURI PENNY LEASE. Trustee leases the Property to Grantor, until either this Deed of Trust is released or the Subject Property is sold under
the above provisions, on the following terms and conditions: Grantor and every person claiming or possessing the Property through or under it shall pay rent during the term at the rate of one cent ($0.01) per month, payable monthly upon demand, and
shall without demand surrender peaceable possession of the Subject Property to Trustee, its successors, 


  

 Page 19 









 Loan No. 1002012 
  



	 	    	 assignees, or purchasers of the Subject Property under any foreclosure, sale, within ten days after the sale date. 



 

	 	7.15	 MISSOURI COLLATERAL PROTECTION ACT NOTICE. Unless you provide evidence of the insurance coverage required by your agreement with us, we may,
following not less than five (5) business days’ prior written notice to Grantor, purchase insurance at your expense to protect our interests in your collateral. This insurance may, but need not, protect your interests. The coverage that we
purchase may not pay any claim that you make or any claim that is made against you in connection with the collateral. You may later cancel any insurance purchased by us, but only after providing evidence that you have obtained insurance as required
by our agreement. If we purchase insurance for the collateral, you will be responsible for the costs of that insurance, including the insurance premium, interest and any other charges we may impose in connection with the placement of the insurance,
until the effective date of the cancellation or expiration of the insurance. The costs of the insurance may be added to your total outstanding balance or obligation. The costs of the insurance may be more than the cost of insurance you may be able
to obtain on your own. 


 [Remainder of Page Intentionally Blank] 

 

 Page 20 









 Loan No. 1002012 
  


 IN WITNESS WHEREOF, Grantor has executed this Deed of Trust as of the day and year set forth
above. 
  

															
	 “GRANTOR”
	  		  	
			
	 KBSII PIERRE LACLEDE CENTER, LLC,

a Delaware limited liability company
	  		  	
				
	 By:
	  	KBSII REIT ACQUISITION VI, LLC,	  		  	
		  	 a Delaware limited liability company,

its sole member
	  		  	
					
		  	 By:
	  	KBS REIT PROPERTIES II, LLC,	  		  	
		  		  	 a Delaware limited liability company,

its sole member
	  		  	
						
		  		  	 By:
	  	KBS LIMITED PARTNERSHIP II,	  		  	
		  		  		  	 a Delaware limited partnership,

its sole member
	  		  	
						
		  		  		  	 By:
	  	KBS REAL ESTATE INVESTMENT TRUST II, INC.,	  	
		  		  		  		  	 a Maryland corporation,
 general
partner
	  		  	
								
		  		  		  		  	 By:
	  	 /s/ Charles J. Schreiber, Jr.
	  		  	
		  		  		  		  		  	 Charles J. Schreiber, Jr.
	  		  	
		  		  		  		  		  	 Chief Executive Officer
	  		  	

 (ALL SIGNATURES MUST BE ACKNOWLEDGED) 

 

 Page 21 









 Loan No. 1002012 
  


 DESCRIPTION OF SUBJECT PROPERTY 

Exhibit A to Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing executed by KBSII Pierre
Laclede Center, LLC, a Delaware limited liability company, as Grantor, to Ford Nelson, Jr., as Trustee, for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for itself and certain other lenders, as Beneficiary, dated as
of April 30, 2010. 
 All that certain tract or parcel of land and premises, situate, lying and being in the City of Clayton, County
of St. Louis, State of Missouri, more particularly described as follows: 
 Parcel 1: 

The East 25 feet of Lot 5, all of Lots 6, 7, 8, 9, 10, 21, 22, 23, 24, 25 and the East 30 feet of Lot 26 in Block 12 and a 20 foot wide alley
running East and West and which adjoins said East 25 feet of Lot 5 and all of Lots 6, 7, 8, 9 and 10 on the North and adjoins said Lots 21, 22, 23, 24 and 25 and the East 30 feet of Lot 26 on the South all in Town (now City) of Clayton, according to
plat thereof recorded in Plat Book 1 page 7 (formerly page 11) of the St. Louis County Recorder’s Office which may also be described as follows: 

A tract of land being the East 25 feet of Lot 5, all of Lots 6, 7, 8, 9, 10, 21, 22, 23, 24, 25 and the East 30 feet of Lot 26 in Block 12 of the
Town, now City of Clayton, Missouri according to the plat thereof recorded in Plat Book 1 page 11, now 7, of the St. Louis County Records and a 20 foot wide vacated East-West Alley, vacated by Bill No, 3322 and Ordinance No. 3223 of the City of
Clayton, a certified copy of which is recorded in Book 6284, page 2311 of the St. Louis County Records, in Township 45 North - Range 6 East, St. Louis County, Missouri and being more particularly described as: 

Beginning at the Southeast corner of said Lot 10, said point being also a point in the North line of Forsyth Boulevard, 80 feet wide, and in the
West line of a 20 foot wide vacated North-South Alley, vacated by Bill No. 5630 and Ordinance No. 5512 of the City of Clayton, a certified copy of which is recorded in Book 13098, page 176 of the St. Louis County Records; thence Westwardly
along said North line of Forsyth Boulevard, North 83 degrees 32 minutes 30 seconds West 285.00 feet to the Southeast corner of a 25 foot wide Public Alley created by deed recorded in Book 6283 page 2538 and accepted for use and maintenance by the
City of Clayton by Bill No. 3321, Ordinance No. 3222, a certified copy of which is recorded in Book 6283 page 2537 of the St. Louis County Records; thence Northwardly along the East line of said Alley and its Northwardly prolongation North
06 degrees 30 minutes 00 seconds East 222.60 feet to a point in the original centerline of the above mentioned 20 foot wide vacated East-West Alley; thence Westwardly along said centerline North 83 degrees 33 minutes 15 seconds West 5.00 feet to a
point; thence North 06 degrees 30 minutes 00 seconds East 10.00 feet to a point in the South line of aforesaid Lot 26, said point being distant 30 feet Westwardly along said South line of Lot 26 from the Southeast corner; thereof thence Northwardly
along a line 30 feet West of and parallel to the East line of Lot 26 North 06 degrees 30 minutes 00 seconds East 212.60 feet to a point in the South line of Maryland Avenue, 80 feet wide; thence Eastwardly along said South line of Maryland Avenue
South 83 degrees 34 minutes 00 seconds East 290.00 feet to the Northeast corner of aforesaid Lot 21, said point being also a point in the West line of the above mentioned 20 foot wide vacated North-South Alley; thence Southwardly along said West
line and being partially along the East line of said Lot 21 and aforesaid Lot 10, South 06 degrees 30 minutes 00 seconds West 445.33 feet to the point of beginning. 

PROPERTY ADDRESS: 7733 Forsyth Blvd. 

LOCATOR NO.: 18K321085 
 Parcel 2:

 Lots 11-20 in Block 12 of the Town of Clayton, according to the plat thereof recorded in Plat Book 1 page 11, now 7, of the St. Louis
County Records, excepting therefrom that part conveyed to the City of Clayton by instrument recorded in Book 4799 page 235, which may also be described as follows: 

A tract of land being part of Lots 11 through 20 inclusive in Block 12 of the Town, now City of Clayton, Missouri; according to the plat thereof
recorded in Plat Book 1 page 11, now 7, of the St. Louis County Records, in Township 45 North - Range 6 East, St. Louis County, Missouri and being more particularly described as: 









 Beginning at the Southwest corner of said Lot 11, said point being in the North line of Forsyth
Boulevard, 80 feet wide, and in the East line of a 20 foot wide vacated North-South Alley, vacated by Bill No. 5630 and Ordinance No. 5512 of the City of Clayton, a certified copy of which is recorded in Book 13098 page 176 of the St.
Louis County Records; thence Northwardly along said East line of the 20 foot wide vacated North-South alley, being also along the West line of aforesaid Lots 11 through 20, North 06 degrees 30 minutes 00 seconds East 445.34 feet to the Northwest
corner of said Lot 20, said point being also a point in the South line of Maryland Avenue, 80 feet wide; thence Eastwardly along said South line of Maryland Avenue, South 83 degrees 34 minutes 00 seconds East 139.31 feet to a point in the west line
of Hanley Road, as widened by instrument recorded in Book 4799 page 235 of the St. Louis County Records; thence Southwardly along said West line of Hanley Road, the following courses and distances; along a curve to the right whose radius point bears
South 28 degrees 17 minutes 59 seconds West 69.50 feet from the last mentioned point, a distance of 82.73 feet, South 06 degrees 30 minutes 00 seconds West 331.37 feet along a curve to the right whose radius point bears North 83 degrees 30 minutes
00 seconds West 54.50 feet from the last mentioned point, a distance of 62.04 feet to a point in the aforesaid North line of Forsyth Boulevard, 80 feet wide; thence Westwardly along said North line North 83 degrees 32 minutes 30 seconds West 151.34
feet to the point of beginning. 
 PROPERTY ADDRESS: 7701 Forsyth Blvd 

LOCATOR NO.: 18K321096 
 Parcel 3:

 A tract of land being the twenty foot wide vacated North-South Alley, vacated by Bill No. 5630 and Ordinance No. 5512 of
the City of Clayton a certified copy of which is recorded in Book 13098 page 176 of the St. Louis County Records, in Block 12 of the Town, now City of Clayton, Missouri as shown on the Plat thereof recorded in Plat Book 1 page 11, now 7, of the St.
Louis County Records, in Township 45 North - Range 6 East, St. Louis County, Missouri, extending from Forsyth Boulevard on the South to Maryland Avenue on the North and being more particularly described as: 

Beginning at the Southeast corner of Lot 10 in Block 12 of said Town, now City of Clayton, Missouri, said point being also a point in the North
line of Forsyth Boulevard, 80 feet wide; thence Northwardly along the East line of said Lot 10, along the East line of said vacated 20 foot wide East-West alley, vacated by Bill No. 3322 and Ordinance No. 3223 of the City of Clayton, a
certified copy of which is recorded in Book 6284 page 2311 of the St. Louis County Records, and along the East line of Lot 21 of said Block 12, North 06 degrees 30 minutes 00 seconds East 445.33 feet to a point in the South line of Maryland Avenue,
80 feet wide; thence Eastwardly along said South line South 83 degrees 34 minutes 00 seconds East 20.00 feet to the Northwest corner of Lot 20 of said Block 12; thence Southwardly along the West line of Lots 20, 19, 18, 17, 16, 15, 14, 13, 12 and 11
of said Block 12, South 06 degrees 30 minutes 00 seconds West 445.34 feet to a point in the aforesaid North line of Forsyth Boulevard, 80 feet wide; thence Westwardly along said North line, North 83 degrees 32 minutes 30 seconds West 20.00 feet to
the point of beginning. 
 West half of Parcel 3 is taxed under Tax Locator Number 18K321085 and East half of Parcel 3 is taxed under Tax
Locator Number 18K321096. 
 Parcel 4: 

Exclusive permanent easement over and across Underground Roadway (as defined in the Easement Agreement, as hereinafter defined) for the purpose of
pedestrian and vehicular access between underground parking garages located on Grantee’s Property (as defined in the Easement Agreement, as hereinafter defined), according to Easement Agreement recorded in Book 11092 page 201 of the St. Louis
County Records. 








 Loan No. 1002012 
  


 NON-BORROWER GRANTOR RIDER 

Exhibit B to Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing executed by KBSII Pierre
Laclede Center, LLC, a Delaware limited liability company, as Grantor, to Ford Nelson, Jr., as Trustee, for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for itself and certain other lenders, as Beneficiary, dated as
of April 30, 2010 (“Deed of Trust”). 
 To the extent the Deed of Trust secures a promissory note and other loan
documents (“Loan Documents”) made by a party or parties (“Borrower”) not identical to the party or parties constituting Grantor, the party or parties constituting Grantor agree as follows: 

 

	1.	 CONDITIONS TO EXERCISE OF RIGHTS. Grantor hereby waives any right it may now or hereafter have to require Beneficiary, as a condition to the
exercise of any remedy or other right against Grantor hereunder or under any other document executed by Grantor in connection with any Secured Obligation: (a) to proceed against any Borrower or other person, or against any other collateral
assigned to Beneficiary by Grantor or any Borrower or other person; (b) to pursue any other right or remedy in Beneficiary’s power; (c) to give notice of the time, place or terms of any public or private sale of real or personal
property collateral assigned to Beneficiary by any Borrower or other person (other than Grantor), or otherwise to comply with the UCC (as defined in the Deed of Trust) with respect to any such personal property collateral; or (d) to make or
give (except as otherwise expressly provided in the Loan Documents) any presentment, demand, protest, notice of dishonor, notice of protest or other demand or notice of any kind in connection with any Secured Obligation or any collateral (other than
the Subject Property) for any Secured Obligation. 


  

	2.	 DEFENSES. Grantor hereby waives any defense it may now or hereafter have that relates to: (a) any disability or other defense of any
Borrower or other person; (b) the cessation, from any cause other than full performance, of the obligations of Borrower or any other person; (c) the application of the proceeds of any Secured Obligation, by any Borrower or other person,
for purposes other than the purposes represented to Grantor by any Borrower or otherwise intended or understood by Grantor or any Borrower; (d) any act or omission by Beneficiary which directly or indirectly results in or contributes to the
release of any Borrower or other person or any collateral for any Secured Obligation; (e) the unenforceability or invalidity of any collateral assignment (other than this Deed of Trust) or guaranty with respect to any Secured Obligation, or the
lack of perfection or continuing perfection or lack of priority of any lien (other than the lien hereof) which secures any Secured Obligation; (f) any failure of Beneficiary to marshal assets in favor of Grantor or any other person;
(g) any modification of any Secured Obligation, including any renewal, extension, acceleration or increase in interest rate; (h) any and all rights and defenses arising out of an election of remedies by Beneficiary, even though that
election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Grantor’s rights of subrogation and reimbursement against the principal; (i) any law which provides that the
obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation;
(j) any failure of Beneficiary to file or enforce a claim in any bankruptcy or other proceeding with respect to any person; (k) the election by Beneficiary, in any bankruptcy proceeding of any person, of the application or non-application
of Section 1111(b)(2) of the United States Bankruptcy Code; (l) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code; (m) any use of cash collateral under Section 363 of the
United States Bankruptcy Code; or (n) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any person. Grantor further waives any and all rights and defenses that Grantor may have
because Borrower’s debt is secured by real property; this means, among other things, that: (1) Beneficiary may collect from Grantor without first foreclosing on any real or personal property collateral pledged by Borrower; (2) if
Beneficiary forecloses on any real property collateral pledged by Borrower, then (A) 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 (B) Beneficiary may collect from Grantor even if Beneficiary, by foreclosing on the real property collateral, has destroyed any right Grantor may have to collect from Borrower. The foregoing sentence is an unconditional and
irrevocable waiver of any rights and defenses Grantor may have because Borrower’s debt is secured by real property. Without limiting the generality of the foregoing or any other provision hereof, Grantor further expressly waives to the extent
permitted by law any and all rights and defenses, including without limitation any rights of subrogation, reimbursement, indemnification and contribution, which might otherwise be available to Grantor. 



 

	3.	 SUBROGATION. Grantor hereby waives, until such time as all Secured Obligations are fully performed: (a) any right of subrogation against
any Borrower that relates to any Secured Obligation; (b) any right to enforce any 












	    	 remedy Grantor may now or hereafter have against any Borrower that relates to any Secured Obligation; and (c) any right to participate in any collateral
now or hereafter assigned to Beneficiary with respect to any Secured Obligation. 


  

	4.	 BORROWER INFORMATION. Grantor warrants and agrees: (a) that Beneficiary would not make the Loan but for this Deed of Trust; (b) that
Grantor has not relied, and will not rely, on any representations or warranties by Beneficiary to Grantor with respect to the credit worthiness of any Borrower or the prospects of repayment of any Secured Obligation from sources other than the
Subject Property; (c) that Grantor has established and/or will establish adequate means of obtaining from each Borrower on a continuing basis financial and other information pertaining to the business operations, if any, and financial condition
of each Borrower; (d) that Grantor assumes full responsibility for keeping informed with respect to each Borrower’s business operations, if any, and financial condition; (e) that Beneficiary shall have no duty to disclose or report to
Grantor any information now or hereafter known to Beneficiary with respect to any Borrower, including, without limitation, any information relating to any of Borrower’s business operations or financial condition; and (f) that Grantor is
familiar with the terms and conditions of the Loan Documents and consents to all provisions thereof. 


  

	5.	 REINSTATEMENT OF LIEN. Beneficiary’s rights hereunder shall be reinstated and revived, and the enforceability of this Deed of Trust shall
continue, with respect to any amount at any time paid on account of any Secured Obligation which Beneficiary is thereafter required to restore or return in connection with a bankruptcy, insolvency, reorganization or similar proceeding with respect
to any Borrower. 


  

	6.	 SUBORDINATION. Until all of the Secured Obligations have been fully paid and performed: (a) Grantor hereby agrees that all existing and
future indebtedness and other obligations of each Borrower to Grantor (collectively, the “Subordinated Debt”) shall be and are hereby subordinated to all Secured Obligations which constitute obligations of the applicable Borrower,
and the payment thereof is hereby deferred in right of payment to the prior payment and performance of all such Secured Obligations; (b) Grantor shall not collect or receive any cash or non-cash payments on any Subordinated Debt or transfer all
or any portion of the Subordinated Debt; and (c) in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, any Borrower with respect to any Subordinated Debt is received by Grantor, such payment or
distribution shall be held in trust and immediately paid over to Beneficiary, is hereby assigned to Beneficiary as security for the Secured Obligations, and shall be held by Beneficiary in an interest bearing account until all Secured Obligations
have been fully paid and performed. 


  

	7.	 LAWFULNESS AND REASONABLENESS. Grantor warrants that all of the waivers in this Deed of Trust are made with full knowledge of their
significance, and of the fact that events giving rise to any defense or other benefit waived by Grantor may destroy or impair rights which Grantor would otherwise have against Beneficiary, Borrower and other persons, or against collateral. Grantor
agrees that all such waivers are reasonable under the circumstances and further agrees that, if any such waiver is determined (by a court of competent jurisdiction) to be contrary to any law or public policy, the other waivers herein shall
nonetheless remain in full force and effect. 


  

	8.	 ENFORCEABILITY. Grantor hereby acknowledges that: (a) the obligations undertaken by Grantor in this Deed of Trust are complex in nature,
and (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Beneficiary’s consideration for entering into this transaction, Beneficiary has
specifically bargained for the waiver and relinquishment by Grantor of all such defenses, and (d) Grantor has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type
contemplated herein. Given all of the above, Grantor does hereby represent and confirm to Beneficiary that Grantor is fully informed regarding, and that Grantor does thoroughly understand: (i) the nature of all such possible defenses, and
(ii) the circumstances under which such defenses may arise, and (iii) the benefits which such defenses might confer upon Grantor, and (iv) the legal consequences to Grantor of waiving such defenses. Grantor acknowledges that Grantor
makes this Deed of Trust with the intent that this Deed of Trust and all of the informed waivers herein shall each and all be fully enforceable by Beneficiary, and that Beneficiary is induced to enter into this transaction in material reliance upon
the presumed full enforceability thereof. 


  

	9.	 WAIVER OF RIGHT TO TRIAL BY JURY. TO THE EXTENT PERMITTED BY THEN APPLICABLE LAW, EACH PARTY TO THIS DEED OF TRUST, AND BY ITS ACCEPTANCE HEREOF,
BENEFICIARY, HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF OR (b) IN ANY
WAY CONNECTED WITH OR RELATED OR  










	    	 INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THE LOAN DOCUMENTS (AS NOW OR HEREAFTER MODIFIED) OR ANY OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY AND
BENEFICIARY HEREBY AGREES AND CONSENTS THAT ANY PARTY TO THIS DEED OF TRUST AND BENEFICIARY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO AND BENEFICIARY TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 


  

	10.	 INTEGRATION; INTERPRETATION. This Deed of Trust and the other Loan Documents contain or expressly incorporate by reference the entire agreement
of the parties with respect to the matters contemplated therein and supersede all prior negotiations or agreements, written or oral. This Deed of Trust and the other Loan Documents shall not be modified except by written instrument executed by all
parties. Any reference to the Loan Documents includes any amendments, renewals or extensions now or hereafter approved by Beneficiary in writing.