Substituted Defeasance Obligor. In connection with any Defeasance hereunder, Borrower may, or at the option of Lender shall, in each instance at Borrower's expense, establish or designate a successor entity acceptable to Lender in its sole and absolute discretion (the "Defeasance Obligor") and in such event, Borrower shall transfer and assign all of its obligations, rights and duties under and to the Defeasance Note together with the Defeasance Collateral to such Defeasance Obligor. Such Defeasance Obligor shall assume the obligations under the Defeasance Note and any Defeasance Security Agreement as well as under such provisions of the Loan Documents as Lender may designate, in each case pursuant to an assumption agreement in form and substance satisfactory to Lender. As conditions to such assignment and assumption, Borrower shall (i) deliver to Lender an opinion of counsel (delivered by counsel satisfactory to Lender) in form and substance satisfactory to Lender stating, among other things, that such assumption agreement is enforceable against Borrower and such successor entity in accordance with its terms and that the Note, the Defeasance Security Agreement and the Loan Documents as so assumed, are enforceable against such successor entity in accordance with their respective terms, and (ii) pay all reasonable costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including without limitation, the review of the proposed transferee and the preparation of the assumption and related documentation), and, after Defeasance of all of the Properties, Borrower shall be relieved of its obligations under such documents and the Loan Documents (except for provisions of the Loan Documents pertaining to indemnification, choice of law, waivers, payment of costs and attorneys' fees, and other provisions which by their terms expressly survive payment in full).
