Common use of Events of Default Rights and Remedies Clause in Contracts

Events of Default Rights and Remedies. 37 10.1 Events of Default. 37 (a) Failure to Make Payments When Due. 37 (b) Distributions; Additional Indebtedness. 37 (c) Other Defaults. 37 (d) Breach of Representation or Warranty. 38 (e) Involuntary Bankruptcy; Appointment of Receiver, Etc. 38 (f) Voluntary Bankruptcy; Appointment of Receiver, Etc. 38 (g) Judgments and Attachments. 39 (h) Dissolution. 39 (i) Loan Documents; Failure of Security. 39 (j) ERISA Liabilities. 39 (k) Environmental Liabilities. 39 (l) Solvency; Material Adverse Change. 39 (m) Interest Rate Management Agreement. 39 (n) Default under any Other Security Instrument. 39 (o) KBS REIT Covenant Compliance. 40 10.2 Rights and Remedies. 40 (a) Acceleration, Etc. 40 (b) Access to Information. 40 (c) Use of Intangibles. 41 (d) Waiver of Demand. 41 (e) Waivers, Amendments and Remedies. 41 10.3 Permitted REIT Distributions. 41 ARTICLE XI MISCELLANEOUS 42 11.1 Expenses. 42 (a) Generally. 42 (b) After Event of Default. 42 11.2 Indemnity. 42 11.3 Change in Accounting Principles. 43 11.4 Amendments and Waivers. 43 11.5 Independence of Covenants. 43 11.6 Notices and Delivery. 44 11.7 Survival of Warranties, Indemnities and Agreements. 44 11.8 Failure or Indulgence Not Waiver; Remedies Cumulative. 44 11.9 Marshalling; Payments Set Aside. 44 11.10 Severability. 44 11.11 Headings. 45 11.12 Governing Law; Waiver. 45 11.13 Limitation of Liability. 45 11.14 Successors and Assigns. 45 11.15 Consent to Jurisdiction and Service of Process; Waiver of Jury Trial. 45 11.16 Counterparts; Effectiveness; Inconsistencies. 46 11.17 Performance of Obligations. 46 11.18 Construction. 46 11.19 Entire Agreement. 46 11.20 Assignments and Participations. 46 11.21 Limitation on Personal Liability of Shareholders, Partners and Members. 48 11.22 Cross-Default; Cross-Collateralization. 48 11.23 USA Patriot Act Notice, Compliance. 48 11.24 Electronic Document Deliveries. 49

Events of Default Rights and Remedies. 37 10.1 Events of Default. 37 (a) Failure to Make Payments When Due. 37 (b) Distributions; Additional Indebtedness. 37 (c) Other Defaults. 37 38 (d) Breach of Representation or Warranty. 38 (e) Involuntary Bankruptcy; Appointment of Receiver, Etc. 38 (f) Voluntary Bankruptcy; Appointment of Receiver, Etc. 38 (g) Judgments and Attachments. 39 (h) Dissolution. 39 (i) Loan Documents; Failure of Security. 39 (j) ERISA Liabilities. 39 (k) Environmental Liabilities. 39 (l) Solvency; Material Adverse Change. 39 (m) Interest Rate Management Agreement. 39 40 (n) Default under any Other Security Instrument. 39 40 (o) KBS REIT Covenant Compliance. 40 10.2 Rights and Remedies. 40 (a) Acceleration, Etc. 40 (b) Access to Information. 40 41 (c) Use of Intangibles. 41 (d) Waiver of Demand. 41 (e) Waivers, Amendments and Remedies. 41 10.3 Permitted REIT Distributions. 41 ARTICLE XI MISCELLANEOUS 42 11.1 Expenses. 42 (a) Generally. 42 (b) After Event of Default. 42 11.2 Indemnity. 42 43 11.3 Change in Accounting Principles. 43 11.4 Amendments and Waivers. 43 11.5 Independence of Covenants. 43 44 11.6 Notices and Delivery. 44 11.7 Survival of Warranties, Indemnities and Agreements. 44 11.8 Failure or Indulgence Not Waiver; Remedies Cumulative. 44 11.9 Marshalling; Payments Set Aside. 44 11.10 Severability. 44 45 11.11 Headings. 45 11.12 Governing Law; Waiver. 45 11.13 Limitation of Liability. 45 11.14 Successors and Assigns. 45 11.15 Consent to Jurisdiction and Service of Process; Waiver of Jury Trial. 45 11.16 Counterparts; Effectiveness; Inconsistencies. 46 11.17 Performance of Obligations. 46 11.18 Construction. 46 11.19 Entire Agreement. 46 47 11.20 Assignments and Participations. 46 47 11.21 Limitation on Personal Liability of Shareholders, Partners and Members. 48 11.22 Cross-Default; Cross-Collateralization. 48 11.23 USA Patriot Act Notice, Compliance. 48 49 11.24 Electronic Document Deliveries. 49

Events of Default Rights and Remedies. 37 10.1 75 11.1 Events of Default. 37 (a) Failure to Make Payments When Due. 37 (b) Distributions; Additional Indebtedness. 37 (c) Other Defaults. 37 (d) Breach of Representation or Warranty. 38 (e) Involuntary Bankruptcy; Appointment of Receiver, Etc. 38 (f) Voluntary Bankruptcy; Appointment of Receiver, Etc. 38 (g) Judgments and Attachments. 39 (h) Dissolution. 39 (i) Loan Documents; Failure of Security. 39 (j) ERISA Liabilities. 39 (k) Environmental Liabilities. 39 (l) Solvency; Material Adverse Change. 39 (m) Interest Rate Management Agreement. 39 (n) Default under any Other Security Instrument. 39 (o) KBS REIT Covenant Compliance. 40 10.2 75 11.2 Rights and RemediesRemedies 80 ARTICLE XII THE AGENTS 81 12.1 Appointment 81 12.2 Nature of Duties 81 12.3 Right to Request Instructions 84 12.4 Reliance 84 12.5 Indemnification 85 12.6 Agents Individually 85 12.7 Successor Agents 85 12.8 Relations Among the Lenders 86 12.9 Sub-Agents 86 12.10 Independent Credit Decisions 86 12.11 Certain ERISA Matters 87 12.12 Administrative Agent May File Proofs of Claim. 40 (a) Acceleration, Etc88 12.13 Credit Bidding 88 12.14 Powers of the Administrative Agent 89 12.15 Exculpation Provisions 89 12.16 Limitations on Duty of Administrative Agent in Respect of Collateral 90 12.17 No Liability for Clean Up of Hazardous Substances 91 12.18 Erroneous Payment. 40 (b) Access to Information. 40 (c) Use of Intangibles. 41 (d) Waiver of Demand. 41 (e) Waivers, Amendments 92 ARTICLE XIII TAXES; YIELD PROTECTION 94 13.1 Taxes 94 13.2 Increased Capital 97 13.3 Changes; Legal Restrictions 98 13.4 [Reserved] 98 13.5 No Duplication 98 ARTICLE XIV MISCELLANEOUS 99 14.1 Assignments and Remedies. 41 10.3 Permitted REIT Distributions. 41 ARTICLE XI MISCELLANEOUS 42 11.1 Expenses. 42 (a) Generally. 42 (b) After Event of Default. 42 11.2 Indemnity. 42 11.3 Participations 99 14.2 Expenses 102 14.3 Indemnity 103 14.4 Change in Accounting Principles. 43 11.4 Principles 103 14.5 Setoff 104 14.6 Ratable Sharing 104 14.7 Amendments and Waivers. 43 11.5 Independence of Covenants. 43 11.6 Waivers 104 14.8 Notices and Delivery. 44 11.7 106 14.9 Survival of Warranties, Indemnities Warranties and Agreements. 44 11.8 Agreements 108 14.10 Failure or Indulgence Not Waiver; Remedies Cumulative. 44 11.9 Cumulative 108 14.11 Marshalling; Payments Set Aside. 44 11.10 Severability. 44 11.11 Headings. 45 11.12 Aside 108 14.12 Severability 109 14.13 Headings 109 14.14 Governing Law; Waiver. 45 11.13 Law 109 14.15 Limitation of Liability. 45 11.14 Liability 109 14.16 Successors and Assigns. 45 11.15 Consent to Jurisdiction Assigns 109 14.17 Certain Consents and Service Waivers of Process; Waiver of Jury Trial. 45 11.16 the Borrower 109 14.18 Counterparts; Effectiveness; Inconsistencies. 46 11.17 Performance of Obligations. 46 11.18 Construction. 46 11.19 Entire Agreement. 46 11.20 Assignments and Participations. 46 11.21 ; Electronic Execution 111 14.19 Limitation on Personal Liability of Shareholders, Partners and Members. 48 11.22 Cross-Default; Cross-Collateralization. 48 11.23 Agreements 111 14.20 Confidentiality 111 14.21 Disclaimers 112 14.22 Conflicts 112 14.23 Interest Rate Limitation 112 14.24 USA Patriot Act Notice, Compliance. 48 11.24 Electronic Document Deliveries. 49113 14.25 [Reserved] 113

Events of Default Rights and Remedies. 37 40 10.1 Events of Default. 37 Default 40 (a) Failure to Make Payments When Due. 37 Due 40 (b) Distributions; Additional Indebtedness. 37 Indebtedness 41 (c) Other Defaults. 37 Defaults 41 (d) Breach of Representation or Warranty. 38 Warranty 41 (e) Involuntary Bankruptcy; Appointment of Receiver, Etc. 38 Etc 41 (f) Voluntary Bankruptcy; Appointment of Receiver, Etc. 38 Etc 42 (g) Judgments and Attachments. 39 Attachments 42 (h) Dissolution. 39 Dissolution 42 (i) Loan Documents; Failure of Security. 39 Security 42 (j) ERISA Liabilities. 39 Liabilities 42 (k) Environmental Liabilities. 39 Liabilities 43 (l) Solvency; Material Adverse Change. 39 Change 43 (m) Interest Rate Management Agreement. 39 Agreement 43 (n) Default under any Other Security Instrument. 39 Instrument 43 (o) KBS REIT Covenant Compliance. 40 Compliance 43 10.2 Rights and Remedies. 40 Remedies 44 (a) Acceleration, Etc. 40 Etc 44 (b) Access to Information. 40 Information 44 (c) Use of Intangibles. 41 Intangibles 44 (d) Waiver of Demand. 41 Demand 45 (e) Waivers, Amendments and Remedies. 41 Remedies 45 10.3 Permitted REIT Distributions. 41 Distributions 45 ARTICLE XI MISCELLANEOUS 42 45 11.1 Expenses. 42 Expenses 45 (a) Generally. 42 Generally 45 (b) After Event of Default. 42 Default 46 11.2 Indemnity. 42 Indemnity 46 11.3 Change in Accounting Principles. 43 Principles 47 11.4 Amendments and Waivers. 43 Waivers 47 11.5 Independence of Covenants. 43 Covenants 47 11.6 Notices and Delivery. 44 Delivery 48 11.7 Survival of Warranties, Indemnities and Agreements. 44 Agreements 48 11.8 Failure or Indulgence Not Waiver; Remedies Cumulative. 44 Cumulative 48 11.9 Marshalling; Payments Set Aside. 44 Aside 48 11.10 Severability. 44 Severability 49 11.11 Headings. 45 Headings 49 11.12 Governing Law; Waiver. 45 Waiver 49 11.13 Limitation of Liability. 45 Liability 49 11.14 Successors and Assigns. 45 Assigns 49 11.15 Consent to Jurisdiction and Service of Process; Waiver of Jury Trial. 45 Trial 49 11.16 Counterparts; Effectiveness; Inconsistencies. 46 Inconsistencies 50 11.17 Performance of Obligations. 46 Obligations 50 11.18 Construction. 46 Construction 51 11.19 Entire Agreement. 46 Agreement 51 11.20 Assignments and Participations. 46 Participations 51 11.21 Limitation on Personal Liability of Shareholders, Partners and Members. 48 Members 52 11.22 Cross-Default; Cross-Collateralization. 48 Collateralization 53 11.23 USA Patriot Act Notice, Compliance. 48 Compliance 53 11.24 Electronic Document Deliveries. 49Deliveries 53

Events of Default Rights and Remedies. 37 10.1 Events of Default. Default 37 (a) Failure to Make Payments When Due. Due 37 (b) Distributions; Additional Indebtedness. Indebtedness 37 (c) Other Defaults. 37 Defaults 38 (d) Breach of Representation or Warranty. Warranty 38 (e) Involuntary Bankruptcy; Appointment of Receiver, Etc. 38 (f) Voluntary Bankruptcy; Appointment of Receiver, Etc. 38 (g) Judgments and Attachments. Attachments 39 (h) Dissolution. Dissolution 39 (i) Loan Documents; Failure of Security. Security 39 (j) ERISA Liabilities. Liabilities 39 (k) Environmental Liabilities. Liabilities 39 (l) Solvency; Material Adverse Change. Change 39 (m) Interest Rate Management Agreement. 39 Agreement 40 (n) Default under any Other Security Instrument. 39 Instrument 40 (o) KBS REIT Covenant Compliance. Compliance 40 10.2 Rights and Remedies. Remedies 40 (a) Acceleration, Etc. 40 (b) Access to Information. 40 Information 41 (c) Use of Intangibles. Intangibles 41 (d) Waiver of Demand. Demand 41 (e) Waivers, Amendments and Remedies. Remedies 41 10.3 Permitted REIT Distributions. Distributions 41 ARTICLE XI MISCELLANEOUS 42 11.1 Expenses. Expenses 42 (a) Generally. Generally 42 (b) After Event of Default. Default 42 11.2 Indemnity. 42 Indemnity 43 11.3 Change in Accounting Principles. Principles 43 11.4 Amendments and Waivers. Waivers 43 11.5 Independence of Covenants. 43 Covenants 44 11.6 Notices and Delivery. Delivery 44 11.7 Survival of Warranties, Indemnities and Agreements. Agreements 44 11.8 Failure or Indulgence Not Waiver; Remedies Cumulative. Cumulative 44 11.9 Marshalling; Payments Set Aside. Aside 44 11.10 Severability. 44 Severability 45 11.11 Headings. Headings 45 11.12 Governing Law; Waiver. Waiver 45 11.13 Limitation of Liability. Liability 45 11.14 Successors and Assigns. Assigns 45 11.15 Consent to Jurisdiction and Service of Process; Waiver of Jury Trial. Trial 45 11.16 Counterparts; Effectiveness; Inconsistencies. Inconsistencies 46 11.17 Performance of Obligations. Obligations 46 11.18 Construction. Construction 46 11.19 Entire Agreement. 46 Agreement 47 11.20 Assignments and Participations. 46 Participations 47 11.21 Limitation on Personal Liability of Shareholders, Partners and Members. Members 48 11.22 Cross-Default; Cross-Collateralization. Collateralization 48 11.23 USA Patriot Act Notice, Compliance. 48 Compliance 49 11.24 Electronic Document Deliveries. Deliveries 49