Common use of Release of a Borrower Clause in Contracts

Release of a Borrower. As to any Release Project released from the lien of a Security Instrument pursuant to the terms of Section 10.31 hereinabove, the Borrower owning such Release 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 Indemnity) upon the consummation of the release of such Release Project, 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 10.34) provided that such Release Borrower shall also be automatically released from any and all of its obligations under the 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 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 Law or any Environmental Liability applicable to such Release Project, 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 Security Instrument securing such Release Project is discharged or released of record, (ii) no Environmental Liability shall be pending or threatened in writing with respect to such Release Project, and (iii) Borrower maintains for such Release Project an environmental insurance policy substantially in the form of the Environmental Insurance Policy approved by Administrative Agent when such Release 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 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insolvency or reorganization of a Release Borrower, to the extent that any payment made by such Release Borrower is rescinded or otherwise must be returned by Administrative Agent, any Lender or any other Person, such Release Borrower's liability shall be reinstated (solely to the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 10.1 of this Loan Agreement), all as though such payment had not occurred. For purposes of clarification, in no event shall the release of a Release Borrower under this Section 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 Indemnity relating to a Release Project following the release of a Release Borrower).

Release of a Borrower. As to any Release Project Property released from the lien of a Security Instrument Deed of Trust pursuant to the terms of Section 10.31 7.22 hereinabove, the Borrower owning such Release Project 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 ProjectProperty, 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 10.347.22) 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 Administrative Agent a current environmental site assessment for such Release Project Property 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 Law Regulation (as defined in the Environmental Indemnity) or any Environmental Liability Claims (as defined in the Environmental Indemnity) applicable to such Release ProjectProperty, 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 Security Instrument Deed of Trust securing such Release Project Property is discharged or released of record, (ii) no Environmental Liability Claim shall be pending or threatened in writing with respect to such Release ProjectProperty, and (iii) Borrower maintains for such Release Project Property an environmental insurance policy substantially in the form of the Environmental Insurance Policy approved by Administrative Agent when such Release Project 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 Project Policy 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 10.1 5.1 of this Loan Agreement), all as though such payment had not occurred. For purposes of clarification, in no event shall the release of a Release Borrower under this Section 10.34 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 Project Property following the release of a Release Borrower).

Release of a Borrower. As to any Release Project Property released from the lien of a Security Instrument Deed of Trust pursuant to the terms of Section 10.31 7.22 hereinabove, the Borrower owning such Release Project 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 ProjectProperty, 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 10.347.22) 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 Administrative Agent a current environmental site assessment for such Release Project Property 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 Law Regulation (as defined in the Environmental Indemnity) or any Environmental Liability Claims (as defined in the Environmental Indemnity) applicable to such Release ProjectProperty, 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 Security Instrument Deed of Trust securing such Release Project Property is discharged or released of record, (ii) no Environmental Liability Claim shall be pending or threatened in writing with respect to such Release ProjectProperty, and (iii) Borrower maintains for such Release Project Property an environmental insurance policy substantially in the form of the Environmental Insurance Policy approved by Administrative Agent when such Release Project 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 Project Policy 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 ’s liability shall be reinstated (solely to the extent rescinded or returned plus any amounts payable pursuant to Section 10.1 5.1 of this Loan Agreement), all as though such payment had not occurred. For purposes of clarification, in no event shall the release of a Release Borrower under this Section 10.34 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 Project Property following the release of a Release Borrower).

Release of a Borrower. As to any Release Project Property released from the lien of a Security Instrument Deed of Trust pursuant to the terms of Section 10.31 7.22 hereinabove, the Borrower owning such Release Project 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 ProjectProperty, 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 10.347.22) 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 Administrative Agent a current environmental site assessment for such Release Project Property 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 Law Regulation (as defined in the Environmental Indemnity) or any Environmental Liability Claims (as defined in the Environmental Indemnity) applicable to such Release ProjectProperty, 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 Security Instrument Deed of Trust securing such Release Project Property is discharged or released of record, (ii) no Environmental Liability Claim shall be pending or threatened in writing with respect to such Release ProjectProperty, and (iii) Borrower maintains for such Release Project Property an environmental insurance policy substantially in the form of the Environmental Insurance Policy approved by Administrative Agent when such Release Project 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 Project Property 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 10.1 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 10.34 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 Project Property following the release of a Release Borrower).

Release of a Borrower. As to any Release Project Property released from the lien of a Security Instrument Deed of Trust pursuant to the terms of Section 10.31 7.22 hereinabove, the Borrower owning such Release Project 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 ProjectProperty, 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 10.347.22) 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 Administrative Agent a current environmental site assessment for such Release Project Property 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 Law Regulation (as defined in the Environmental Indemnity) or any Environmental Liability Claims (as defined in the Environmental Indemnity) applicable to such Release ProjectProperty, 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 Security Instrument Deed of Trust securing such Release Project Property is discharged or released of record, (ii) no Environmental Liability Claim shall be pending or threatened in writing with respect to such Release ProjectProperty, and (iii) Borrower maintains for such Release Project Property an environmental insurance policy substantially in the form of the Environmental Insurance Policy approved by Administrative Agent when such Release Project 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 Project Property 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 10.1 5.1 of this Loan Agreement), all as though such payment had not occurred. For purposes of clarification, in no event shall the release of a Release Borrower under this Section 10.34 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 Project Property following the release of a Release Borrower).

Release of a Borrower. As to any Release Project released from the lien of a Security Instrument pursuant to the terms of Section 10.31 hereinabove, the Borrower owning such Release 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 Indemnity) upon the consummation of the release of such Release Project, 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 agree that, so long as no Default or Potential Default has occurred and is continuing hereunder, upon (i) the satisfaction of all release the conditions set forth above in Section 10.344.27(a) provided that for the reconveyance of the Security Instrument covering the last portion of Property owned by a particular Borrower (such Release Borrower shall also be automatically released from any and all of its obligations under being referred to herein as the Indemnity if“Specified Borrower”), at including, without limitation, the time of such release, (i) such Release Borrower shall have delivered payment to Administrative Agent a current environmental site assessment for such of the required Release 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 Law or any Environmental Liability Price applicable to such Release Project, 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 Security Instrument securing such Release Project is discharged or released of recordProperty, (ii) no Environmental Liability shall be pending or threatened in writing with respect to such Release Projectthe written consent of the other Borrower and Guarantor, and (iii) Borrower maintains for such Release Project an environmental insurance policy substantially in the form of the Environmental Insurance Policy approved by Specified Borrower’s request therefor, Specified Borrower, Administrative Agent when such Release Project was added as collateral for and each Lender shall each execute and deliver to the Loanother a reciprocal release agreement, which policy shall have a term of no less than one year after the date of the release of such Release Project in form and which policy (or endorsement thereto) shall name substance acceptable to Administrative Agent as an additional insured. Additionallyand each Lender, notwithstanding the foregoingin each case in its reasonable discretion, upon the bankruptcy, insolvency or reorganization of a Release pursuant to which Specified Borrower, to on one hand, and Administrative Agent and Lenders on the extent that any payment made by such Release Borrower is rescinded or otherwise must be returned by Administrative Agentother hand, any Lender or any shall each release the other Person, such Release Borrower's liability shall be reinstated (solely to the extent rescinded or returned plus any amounts payable pursuant to Section 10.1 of this Loan Agreement), all as though such payment had not occurred. For purposes of clarification, in no event shall the release of a Release Borrower under this Section 10.34 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 Indemnity relating repayment of the Loan). Any release of a Specified Borrower pursuant to a Release Project 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: