Common use of Release of Original Indemnitor under Guaranty Clause in Contracts

Release of Original Indemnitor under Guaranty. Notwithstanding anything to the contrary in this Original Indemnitor Joinder, the Agreement, the Security Instrument, or the other Loan Documents, Original Indemnitor's obligations hereunder and under the Guaranty shall not apply with respect to, and by acceptance of this Original Indemnitor Joinder, Lender agrees that, subject to Section 3.7 of the Guaranty, Original Indemnitor is hereby released from any and all of Original Indemnitor's obligations under the Guaranty (the "Guaranteed Obligations") for acts or events occurring or obligations arising after the Acquisition Date except: (i) if such Guaranteed Obligations are caused by Original Borrower and/or Original Indemnitor and/or any of their agents, and (ii) for the Zxxxxx Environmental Indemnity Obligations under Guaranty occurring after the Acquisition Date if such Zxxxxx Environmental Indemnity Obligations under Guaranty are (a) caused by Original Borrower, Original Indemnitor and/or any of their agents or (b) result from the existence of conditions existing prior to the Acquisition Date or migrating to or from any portion of the Project prior to the Acquisition Date, or result from a violation of any Environmental Law (as defined in the Environmental Indemnity) prior to the Acquisition Date. For purposes of this Original Indemnitor Joinder, Original Indemnitor shall bear the burden of proving when any Hazardous Substance (as defined in the Environmental Indemnity) first existed upon, about or beneath the Project or began migrating to or from the Project and when a violation of any Environmental Law first occurred; provided however, the foregoing burden of proof is for the benefit of Lender, its successors and assigns only, and is not for the benefit of any third party, including, without limitation, New Borrower, New Indemnitor, and Aurora. The undersigned Original Indemnitor has executed and delivered this Original Indemnitor Joinder to be effective as of the date of the Agreement.

Release of Original Indemnitor under Guaranty. Notwithstanding anything to the contrary in this Original Indemnitor Joinder, the Loan Agreement, the Security Instrument, or the other Loan Documents, Original Indemnitor's obligations hereunder under this Original Indemnitor Joinder and under the Guaranty shall not apply with respect to, and by acceptance of this Original Indemnitor Joinder, Lender agrees that, subject to Section 3.7 of the Guaranty, that Original Indemnitor is hereby released from any and all of Original Indemnitor's obligations under the Guaranty (the "Guaranteed Obligations") for acts or events occurring or obligations arising from and after the Acquisition Effective Date exceptexcept for: (ia) if such any material misrepresentation by Original Indemnitor in this Original Indemnitor Joinder or any other document executed in connection with this Original Indemnitor Joinder, (b) Guaranteed Obligations that are caused by Original Borrower and/or Original Indemnitor and/or any of their agents, and and/or (iic) for the Zxxxxx Environmental Indemnity Guaranteed Obligations under Guaranty occurring after the Acquisition Date if such Zxxxxx Environmental Indemnity Obligations under Guaranty are (a) caused by Original Borrower, Original Indemnitor and/or that relate to any of their agents or (b) result from the existence of conditions existing prior to the Acquisition Date or migrating to or from any portion of the Project prior to the Acquisition Date, or result from a violation of any Borrower's Recourse Environmental Law (as defined in the Environmental Indemnity) prior to the Acquisition DateObligations. For purposes of this Original Indemnitor Joinder, Original Indemnitor shall bear the burden of proving when any Hazardous Substance Substances (as defined in the Environmental Indemnity) first existed upon, about or beneath the Project Property or began migrating to or from the Project Property and when a violation of any Environmental Law Laws (as defined in the Environmental Indemnity) first occurred; provided however, the foregoing burden of proof is for the benefit of Lender, its successors and assigns onlyassigns, and is not for the benefit of any third party, including, without limitation, New Borrower, New Indemnitor, and Aurora. The undersigned Original Indemnitor has executed and delivered this Original Indemnitor Joinder to be effective as of the date of the Agreement.

Release of Original Indemnitor under Guaranty. Notwithstanding anything to the contrary in this Original Indemnitor Joinder, the Agreement, the Security Instrument, or the other Loan Documents, Original Indemnitor's ’s obligations hereunder and under the Guaranty shall not apply with respect to, and by acceptance of this Original Indemnitor Joinder, Lender agrees that, subject to Section 3.7 of the Guaranty, that Original Indemnitor is hereby released from personal liability for any and all of Original Indemnitor's ’s obligations under the Guaranty (the "“Guaranteed Obligations"”) for acts or events occurring or obligations arising after the Acquisition Date exceptexcept for: (ia) if such any material misrepresentation of Original Indemnitor in this Original Indemnitor Joinder or any other document executed by Original Indemnitor in connection herewith, (b) Guaranteed Obligations that are caused by Original Borrower and/or Original Indemnitor and/or any of their agents, and and/or (iic) for the Zxxxxx environmental obligations under Section 1.1(b)(i) of the Guaranty as it relates to Section 10.1(ii) of the Loan Agreement (the “Environmental Indemnity Obligations under Guaranty Under Guaranty”) occurring after the Acquisition Date if such Zxxxxx Environmental Indemnity Obligations under Under Guaranty are (a) caused by Original Borrower, Original Indemnitor and/or any of their agents or (b) result from the existence of conditions existing prior to the Acquisition Date or migrating to or from any portion of the Project prior to the Acquisition Date, or result from a violation of any Environmental Law Laws (as defined in the Environmental Indemnity) prior to the Acquisition Date. For purposes of this Original Indemnitor Joinder, Original Indemnitor shall bear the burden of proving when any Hazardous Substance Substances (as defined in the Environmental Indemnity) first existed upon, about or beneath the Project or began migrating to or from the Project and when a violation of any Environmental Law Laws first occurred; provided however, the foregoing burden of proof is for the benefit of LenderLenders, its successors and assigns onlyassigns, and is not for the benefit of any third party, including, without limitation, New Borrower, New Indemnitor, and Aurora. The undersigned Original Indemnitor has executed and delivered this Original Indemnitor Joinder to be effective as of the date of the Agreement.

Release of Original Indemnitor under Guaranty. Notwithstanding anything to the contrary in this Original Indemnitor Joinder, the Agreement, the Security Instrument, Guaranty or the other Loan Documents, Original Indemnitor's ’s obligations hereunder and under the Guaranty shall not apply with respect to, and by acceptance of this Original Indemnitor Joinder, Lender agrees that, subject to Section 3.7 of the Guaranty, that Original Indemnitor is hereby released from from, any and all of Original Indemnitor's ’s obligations (the “Guaranteed Obligations”) under the Guaranty (the "Guaranteed Obligations") for acts or events occurring or obligations arising on or after the Acquisition Date except: (i) if Effective Date, unless such Guaranteed Obligations are caused by Original Borrower and/or Indemnitor or any of its agents. Notwithstanding the foregoing, Original Indemnitor and/or any of their agents, and shall not be released from the environmental obligations under the Guaranty (ii) for the Zxxxxx “Environmental Indemnity Obligations under Guaranty Under Guaranty”) occurring on or after the Acquisition Effective Date if such Zxxxxx Environmental Indemnity Obligations under Under Guaranty are (a) caused by Original Borrower, Original Indemnitor and/or or any of their its agents or (b) result from the existence of conditions existing prior to the Acquisition Effective Date or migrating to or from any portion of the Project Property prior to the Acquisition Effective Date, or result from a violation of any Environmental Law (as defined in the Environmental Indemnity) prior to the Acquisition Effective Date. For purposes of this Original Indemnitor Joinder, Original Indemnitor shall bear the burden of proving when any Hazardous Substance (as defined in the Environmental Indemnity) first existed upon, about or beneath the Project or began migrating to or from the Project and when a violation of any Environmental Law first occurred; provided however, the foregoing burden of proof is for the benefit of Lender, its successors and assigns only, and is not for the benefit of any third party, including, without limitation, New Borrower, New Indemnitor, and Aurora. The undersigned Original Indemnitor has executed and delivered this Original Indemnitor Joinder to be effective as of the date of the Effective Date of the Agreement. Witnesses: ORIGINAL INDEMNITOR: BEACON CAPITAL STRATEGIC PARTNERS IV, L.P., a Delaware limited partnership By: BCP Strategic Partners IV, L.P., a Delaware limited partnership, its General Partner By: BCP Strategic Partners IV GP, LLC, a Delaware limited liability company, its General Partner By: Beacon Capital Partners, LLC, a Delaware limited liability company, its sole member Sign: By: Print Name Name: Xxxxx X. Xxxxxxxxx Title: Managing Director Sign: Print Name: COMMONWEALTH OF MASSACHUSETTS) ) SS.: COUNTY OF SUFFOLK) This foregoing instrument was acknowledged before me this day of , 2006, by Xxxxx X. Xxxxxxxxx, as Managing Director of Beacon Capital Partners, LLC, a Delaware limited liability company, the sole member of BCP Strategic Partners IV GP, LLC, a Delaware limited liability company, the general partner of BCP Strategic Partners IV, L.P., a Delaware limited partnership, the general partner of BEACON CAPITAL STRATEGIC PARTNERS IV, L.P., a Delaware limited partnership. She personally appeared before me and is personally known to me or produced a Massachusetts drivers license as identification. Notary Public, State of My Commission Expires: JOINDER BY AND AGREEMENT OF NEW INDEMNITOR The undersigned, BEHRINGER HARVARD REIT I, INC. (“New Indemnitor”), being the Principal referred to in the Consent Agreement (the “Agreement”) to which this Joinder (the “New Indemnitor Joinder”) is attached, intending to be legally bound under the terms and provisions of the Guaranty pursuant to the provisions of this New Indemnitor Joinder, hereby represents and warrants to and acknowledges and agrees with Lender the following:

Release of Original Indemnitor under Guaranty. Notwithstanding anything to the contrary in this Original Indemnitor Joinder, the Agreement, the Security Instrument, or the other Loan Documents, Original Indemnitor's obligations hereunder and under the Guaranty shall not apply with respect to, and by acceptance of this Original Indemnitor Joinder, Lender agrees that, subject to Section 3.7 of the Guaranty, Original Indemnitor is hereby released from any and all of Original Indemnitor's obligations under the Guaranty (the "Guaranteed Obligations") for acts or events occurring or obligations arising after the Acquisition Date except: (i) if such Guaranteed Obligations are caused by Original Borrower and/or Original Indemnitor and/or any of their agents, and (ii) for the Zxxxxx Xxxxxx Environmental Indemnity Obligations under Guaranty occurring after the Acquisition Date if such Zxxxxx Xxxxxx Environmental Indemnity Obligations under Guaranty are (a) caused by Original Borrower, Original Indemnitor and/or any of their agents or (b) result from the existence of conditions existing prior to the Acquisition Date or migrating to or from any portion of the Project prior to the Acquisition Date, or result from a violation of any Environmental Law (as defined in the Environmental Indemnity) prior to the Acquisition Date. For purposes of this Original Indemnitor Joinder, Original Indemnitor shall bear the burden of proving when any Hazardous Substance (as defined in the Environmental Indemnity) first existed upon, about or beneath the Project or began migrating to or from the Project and when a violation of any Environmental Law first occurred; provided however, the foregoing burden of proof is for the benefit of Lender, its successors and assigns only, and is not for the benefit of any third party, including, without limitation, New Borrower, New Indemnitor, and Aurora. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) The undersigned Original Indemnitor has executed and delivered this Original Indemnitor Joinder to be effective as of the date of the Agreement. ORIGINAL INDEMNITOR: XXXX X. XXXXXX STATE OF ) ) SS.: COUNTY OF ) The foregoing instrument was acknowledged before me this _____ day of ________, 2012, by XXXX X. XXXXXX. He is ____ personally known to me or ____ produced ________________________ as identification and did not take an oath. Notary Public Print Name: My Commission Expires: [Notarial Seal] The undersigned Original Indemnitor has executed and delivered this Original Indemnitor Joinder to be effective as of the date of the Agreement. ORIGINAL INDEMNITOR: XXXXX XXXXXXXX STATE OF ) ) SS.: COUNTY OF ) The foregoing instrument was acknowledged before me this _____ day of ________, 2012, by XXXXX XXXXXXXX. He is ____ personally known to me or ____ produced ________________________ as identification and did not take an oath. Notary Public Print Name: My Commission Expires: [Notarial Seal] The undersigned Original Indemnitor has executed and delivered this Original Indemnitor Joinder to be effective as of the date of the Agreement. ORIGINAL INDEMNITOR: XXXXX X. XXXXXX STATE OF ) ) SS.: COUNTY OF )