Common use of Release of a Borrower Clause in Contracts

Release of a Borrower. As to any Release Property released from the lien of a Deed of Trust pursuant to the terms of Section 7.22 hereinabove, the Borrower owning such Release Property (a "Release Borrower") shall be automatically released from any and all obligations and liabilities under this Agreement and the other Loan Documents (excepting, however, any obligations that may arise under the Environmental Indemnity) upon the consummation of the release of such Release Property, as evidenced by a written release from Agent to be delivered concurrently with the consummation of such release (and Agent hereby agrees to deliver such written release to such Release Borrower upon satisfaction of all release conditions set forth in Section 7.22) provided that such Release Borrower shall also be automatically released from any and all of its obligations under the Environmental Indemnity if, at the time of such release, (i) such Release Borrower shall have delivered to Agent a current environmental site assessment for such Release Property and such report does not disclose the existence of any violation of any Environmental Regulation (as defined in the Environmental Indemnity) or any Environmental Claims (as defined in the Environmental Indemnity) applicable to such Release Property, which reports shall be dated, or last updated, to a date which is no more than thirty days earlier than the date on which the Deed of Trust securing such Release Property is discharged or released of record, (ii) no Environmental Claim shall be pending or threatened in writing with respect to such Release Property, and (iii) Borrower maintains for such Release Property an environmental insurance policy substantially in the form of the Environmental Insurance Policy approved by Agent when such Release Property was added as collateral for the Loan, which policy shall have a term of no less than one year after the date of the release of such Release Property and which policy (or endorsement thereto) shall name Agent as an additional insured. Additionally, notwithstanding the foregoing, upon the bankruptcy, insolvency or reorganization of a Release Borrower, to the extent that any payment made by such Release Borrower is rescinded or otherwise must be returned by Agent, any Lender or any other Person, such Release Borrower's liability shall be reinstated (solely to the extent rescinded or returned plus any amounts payable pursuant to Section 5.1 of this Loan Agreement), all as though such payment had not occurred. For purposes of clarification, in no event shall the - 67- Loan Agreement (KBS REIT II) release of a Release Borrower under this Section 7.26 release any other Borrower or Guarantor from any obligations owing under the Loan Documents (including, without limitation, such parties continuing indemnity obligations under the Environmental Indemnity relating to a Release Property following the release of a Release Borrower).

Release of a Borrower. As to any Release Property released from Borrower and Administrative Agent agree that, so long as no Default or Potential Default has occurred and is continuing hereunder, upon (i) the lien of a Deed of Trust pursuant to the terms of Section 7.22 hereinabove, the Borrower owning such Release Property (a "Release Borrower") shall be automatically released from any and all obligations and liabilities under this Agreement and the other Loan Documents (excepting, however, any obligations that may arise under the Environmental Indemnity) upon the consummation satisfaction of the release of such Release Property, as evidenced by a written release from Agent to be delivered concurrently with the consummation of such release (and Agent hereby agrees to deliver such written release to such Release Borrower upon satisfaction of all release conditions set forth above in Section 7.224.27(a) provided that for the reconveyance of the Security Instrument covering the last portion of Property owned by a particular Borrower (such Borrower being referred to herein as the “Specified Borrower”), including, without limitation, the payment to Administrative Agent of the required Release Borrower shall also be automatically released from any and all of its obligations under the Environmental Indemnity if, at the time of such release, (i) such Release Borrower shall have delivered to Agent a current environmental site assessment for such Release Property and such report does not disclose the existence of any violation of any Environmental Regulation (as defined in the Environmental Indemnity) or any Environmental Claims (as defined in the Environmental Indemnity) Price applicable to such Release Property, which reports shall be dated, or last updated, to a date which is no more than thirty days earlier than the date on which the Deed of Trust securing such Release Property is discharged or released of record, (ii) no Environmental Claim shall be pending or threatened in writing with respect to such Release Propertythe written consent of the other Borrower and Guarantor, and (iii) Borrower maintains for such Release Property an environmental insurance policy substantially in the form of the Environmental Insurance Policy approved by Agent when such Release Property was added as collateral for the LoanSpecified Borrower’s request therefor, which policy shall have a term of no less than one year after the date of the release of such Release Property and which policy (or endorsement thereto) shall name Agent as an additional insured. Additionally, notwithstanding the foregoing, upon the bankruptcy, insolvency or reorganization of a Release Specified Borrower, Administrative Agent and each Lender shall each execute and deliver to the extent that any payment made by such Release Borrower is rescinded or otherwise must be returned by Agentother a reciprocal release agreement, any Lender or any other Personin form and substance acceptable to Administrative Agent and each Lender, such Release Borrower's liability shall be reinstated (solely to the extent rescinded or returned plus any amounts payable in each case in its reasonable discretion, pursuant to Section 5.1 of this Loan Agreement)which Specified Borrower, all as though such payment had not occurred. For purposes of clarificationon one hand, in no event and Administrative Agent and Lenders on the other hand, shall each release the - 67- Loan Agreement (KBS REIT II) release of a Release Borrower under this Section 7.26 release any other Borrower or Guarantor from any and all liability and obligations owing arising under or in connection with the Loan and the Loan Documents (including, without limitation, other than such parties continuing indemnity obligations under liabilities which are expressly provided to survive the Environmental Indemnity relating repayment of the Loan). Any release of a Specified Borrower pursuant to a Release Property following this Section 4.27(d) shall not effect the release of any liability or obligations of Guarantor or any other Borrower, and all of the liability and obligations of Guarantor and each other Borrower shall remain in full force and effect notwithstanding the release of the Specified Borrower. In the event that the Specified Borrower is then the Administrative Borrower, the remaining Borrowers shall designate a Release Borrower).new Administrative Borrower in accordance with Section 1.9 above. ARTICLE 5 -NEGATIVE COVENANTS Borrower covenants as of the date hereof and until such time as all Obligations shall be paid and performed in full, that: 5.1

Release of a Borrower. As to any Release Property released from the lien of a Deed of Trust pursuant to the terms of Section 7.22 hereinabove, the Borrower owning such Release Property (a "Release Borrower") shall be automatically released from any and all obligations and liabilities under this Agreement and the other Loan Documents (excepting, however, any obligations that may arise under the Environmental Indemnity) upon the consummation of the release of such Release Property, as evidenced by a written release from Agent to be delivered concurrently with the consummation of such release (and Agent hereby agrees to deliver such written release to such Release Borrower upon satisfaction of all release conditions set forth in Section 7.22) provided that such Release Borrower shall also be automatically released from any and all of its obligations under the Environmental Indemnity if, at the time of such release, (i) such Release Borrower shall have delivered to Agent a current environmental site assessment for such Release Property and such report does not disclose the existence of any violation of any Environmental Regulation (as defined in the Environmental Indemnity) or any Environmental Claims (as defined in the Environmental Indemnity) applicable to such Release Property, which reports shall be dated, or last updated, to a date which is no more than thirty days earlier than the date on which the Deed of Trust securing such Release Property is discharged or released of record, (ii) no Environmental Claim shall be pending or threatened in writing with respect to such Release Property, and (iii) Borrower maintains for such Release Property an environmental insurance policy substantially in the form of the Environmental Insurance Policy approved by Agent when such Release Property was added as collateral for the Loan, which policy shall have a term of no less than one year after the date of the release of such Release Property and which policy (or endorsement thereto) shall name Agent as an additional insured. Additionally, notwithstanding the foregoing, upon the bankruptcy, insolvency or reorganization of a Release Borrower, to the extent that any payment made by such Release Borrower is rescinded or otherwise must be returned by Agent, any Lender or any other Person, such Release Borrower's liability shall be reinstated (solely to the extent rescinded or returned plus any amounts payable pursuant to Section 5.1 of this Loan Agreement), all as though such payment had not occurred. For purposes of clarification, in no event shall the - 67- Loan Agreement (KBS REIT II) release of a Release Borrower under this Section 7.26 release any other Borrower or Guarantor from any obligations owing under the Loan Documents (including, without limitation, such parties continuing indemnity obligations under the Environmental Indemnity relating to a Release Property following the release of a Release Borrower).

Release of a Borrower. As to any Release Property Project released from the lien of a Deed of Trust Security Instrument pursuant to the terms of Section 7.22 10.31 hereinabove, the Borrower owning such Release Property Project (a "Release Borrower") shall be automatically released from any and all obligations and liabilities under this Agreement and the other Loan Documents (excepting, however, any obligations that may arise under the Environmental Indemnity) upon the consummation of the release of such Release PropertyProject, as evidenced by a written release from Administrative Agent to be delivered concurrently with the consummation of such release (and Administrative Agent hereby agrees to deliver such written release to such Release Borrower upon satisfaction of all release conditions set forth in Section 7.2210.34) provided that such Release Borrower shall also be automatically released from any and all of its obligations under the Environmental Indemnity if, at the time of such release, (i) such Release Borrower shall have delivered to Administrative Agent a current environmental site assessment for such Release Property Project and such report does not disclose the existence of any "new" (i.e., not previously disclosed to Administrative Agent in the Environmental Reports) violation of any Environmental Regulation (as defined in the Environmental Indemnity) Law or any Environmental Claims (as defined in the Environmental Indemnity) Liability applicable to such Release PropertyProject, which reports shall be dated, or last updated, to a date which is no more than thirty days earlier than the date on which the Deed of Trust Security Instrument securing such Release Property Project is discharged or released of record, (ii) no Environmental Claim Liability shall be pending or threatened in writing with respect to such Release PropertyProject, and (iii) Borrower maintains for such Release Property Project an environmental insurance policy substantially in the form of the Environmental Insurance Policy approved by Administrative Agent when such Release Property Project was added as collateral for the Loan, which policy shall have a term of no less than one year after the date of the release of such Release Property Project and which policy (or endorsement thereto) shall name Administrative Agent as an additional insured. Additionally, notwithstanding the foregoing, upon the bankruptcy, insolvency or reorganization of a Release Borrower, to the extent that any payment made by such Release Borrower is rescinded or otherwise must be returned by Administrative Agent, any Lender or any other Person, such Release Borrower's liability shall be reinstated (solely to the extent rescinded or returned plus any amounts payable pursuant to Section 5.1 10.1 of this Loan Agreement), all as though such payment had not occurred. For purposes of clarification, in no event shall the - 67- Loan Agreement (KBS REIT II) release of a Release Borrower under this Section 7.26 10.34 release any other Borrower or Guarantor from any obligations owing under the Loan Documents (including, without limitation, such parties continuing indemnity obligations under the Environmental Indemnity relating to a Release Property Project following the release of a Release Borrower).

Release of a Borrower. As to any Release Property released from the lien of a Deed of Trust pursuant to the terms of Section 7.22 hereinabove, the Borrower owning such Release Property (a "“Release Borrower"”) shall be automatically released from any and all obligations and liabilities under this Agreement and the other Loan Documents (excepting, however, any obligations that may arise under the Environmental Indemnity) upon the consummation of the release of such Release Property, as evidenced by a written release from Agent to be delivered concurrently with the consummation of such release (and Agent hereby agrees to deliver such written release to such Release Borrower upon satisfaction of all release conditions set forth in Section 7.22) provided that such Release Borrower shall also be automatically released from any and all of its obligations under the Environmental Indemnity if, at the time of such release, (i) such Release Borrower shall have delivered to Agent a current environmental site assessment for such Release Property and such report does not disclose the existence of any violation of any Environmental Regulation (as defined in the Environmental Indemnity) or any Environmental Claims (as defined in the Environmental Indemnity) applicable to such Release Property, which reports shall be dated, or last updated, to a date which is no more than thirty days earlier than the date on which the Deed of Trust securing such Release Property is discharged or released of record, (ii) no Environmental Claim shall be pending or threatened in writing with respect to such Release Property, and (iii) Borrower maintains for such Release Property an environmental insurance policy substantially in the form of the Environmental Insurance Policy approved by Agent when such Release Property was added as collateral for the Loan, which policy shall have a term of no less than one year after the date of the release of such Release Property Policy and which policy (or endorsement thereto) shall name Agent as an additional insured. Additionally, notwithstanding the foregoing, upon the bankruptcy, insolvency or reorganization of a Release Borrower, to the extent that any payment made by such Release Borrower is rescinded or otherwise must be returned by Agent, any Lender or any other Person, such Release Borrower's ’s liability shall be reinstated (solely to the extent rescinded or returned plus any amounts payable pursuant to Section 5.1 of this Loan Agreement), all as though such payment had not occurred. For purposes of clarification, in no event shall the - 67- Loan Agreement (KBS REIT II) release of a Release Borrower under this Section 7.26 7.27 release any other Borrower or Guarantor from any obligations owing under the Loan Documents (including, without limitation, such parties continuing indemnity obligations under the Environmental Indemnity relating to a Release Property following the release of a Release Borrower).

Release of a Borrower. As to any Release Property released from the lien of a Deed of Trust pursuant to the terms of Section 7.22 hereinabove, the Borrower owning such Release Property (a "Release Borrower") shall be automatically released from any and all obligations and liabilities under this Agreement and the other Loan Documents (excepting, however, any obligations that may arise under the Environmental Indemnity) upon the consummation of the release of such Release Property, as evidenced by a written release from Agent to be delivered concurrently with the consummation of such release (and Agent hereby agrees to deliver such written release to such Release Borrower upon satisfaction of all release conditions set forth in Section 7.22) provided that such Release Borrower shall also be automatically released from any and all of its obligations under the Environmental Indemnity if, at the time of such release, (i) such Release Borrower shall have delivered to Agent a current environmental site assessment for such Release Property and such report does not disclose the existence of any violation of any Environmental Regulation (as defined in the Environmental Indemnity) or any Environmental Claims (as defined in the Environmental Indemnity) applicable to such Release Property, which reports shall be dated, or last updated, to a date which is no more than thirty days earlier than the date on which the Deed of Trust securing such Release Property is discharged or released of record, (ii) no Environmental Claim shall be pending or threatened in writing with respect to such Release Property, and (iii) Borrower maintains for such Release Property an environmental insurance policy substantially in the form of the Environmental Insurance Policy approved by Agent when such Release Property was added as collateral for the Loan, which policy shall have a term of no less than one year after the date of the release of such Release Property Policy and which policy (or endorsement thereto) shall name Agent as an additional insured. Additionally, notwithstanding the foregoing, upon the bankruptcy, insolvency or reorganization of a Release Borrower, to the extent that any payment made by such Release Borrower is rescinded or otherwise must be returned by Agent, any Lender or any other Person, such Release Borrower's liability shall be reinstated (solely to the extent rescinded or returned plus any amounts payable pursuant to Section 5.1 of this Loan Agreement), all as though such payment had not occurred. For purposes of clarification, in no event shall the - 67- Loan Agreement (KBS REIT II) release of a Release Borrower under this Section 7.26 7.27 release any other Borrower or Guarantor from any obligations owing under the Loan Documents (including, without limitation, such parties continuing indemnity obligations under the Environmental Indemnity relating to a Release Property following the release of a Release Borrower).