Common use of Successor Borrower Clause in Contracts

Successor Borrower. In connection with any Defeasance Event, Borrower shall establish or designate a successor entity (the “Successor Borrower”) which shall be a single purpose bankruptcy remote entity (meeting the requirements of Section 4.1.30 below, as applicable) with two (2) Independent Directors approved by Lxxxxx, and Borrower shall transfer and assign all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) together with the pledged Defeasance Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note or the Defeased Note (as applicable) and the Security Agreement and Borrower shall be relieved of its obligations under such documents and the other Loan Documents, except with respect to those obligations which are expressly stated to survive. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note or the Defeased Note (as applicable) and the Security Agreement. Notwithstanding anything in this Agreement to the contrary, no other assumption fee shall be payable upon a transfer of the Note or the Defeased Note (as applicable) in accordance with this Section 2.4.2, but Borrower shall pay all costs and expenses incurred by Lxxxxx, including Lxxxxx’s reasonable attorneys’ fees and expenses, actually incurred in connection therewith.

Successor Borrower. In connection with any Defeasance Event, Borrower shall establish or designate a successor entity (the “Successor Borrower”) which shall be a single purpose bankruptcy remote entity (meeting the requirements of Section 4.1.30 below, as applicable) with two (2) Independent Directors approved by Lxxxxx, and Borrower shall transfer and assign all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) together with the pledged Defeasance Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note or the Defeased Note (as applicable) and the Security Agreement and Borrower shall be relieved of its obligations under such documents and the other Loan Documents, except with respect to those obligations which are expressly stated to survive. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note or the Defeased Note (as applicable) and the Security Agreement. Notwithstanding anything in this Agreement to the contrary, no other assumption fee shall be payable upon a transfer of the Note or the Defeased Note (as applicable) in accordance with this Section 2.4.2, but Borrower shall pay all costs and expenses incurred by LxxxxxXxxxxx, including LxxxxxXxxxxx’s reasonable attorneys’ fees and expenses, actually incurred in connection therewith.. 0123905.0782082 4863-1270-3898v11

Successor Borrower. (a) In connection with any a Defeasance Event, Borrower shall Borrowers may at their option, or if so required by the applicable Rating Agencies shall, establish or designate a successor entity (the “"Successor Borrower”") which shall be a single purpose bankruptcy remote entity with one (meeting the requirements of Section 4.1.30 below, as applicable) with two (21) Independent Directors Director approved by Lxxxxxthe Rating Agencies, and Borrower Borrowers shall transfer and assign all obligations, rights and duties under and to the Note or the Defeased Note (as applicable) Note, together with the pledged Defeasance Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note or the Defeased Note (as applicable) and the Security Agreement and Borrower Borrowers shall be relieved of their obligations under the Loan Documents, and Guarantor will be relieved of its obligations under such documents the Guaranty and the other Loan DocumentsEnvironmental Indemnity, in each case except with respect to those the extent of their respective obligations which are expressly stated to survivethat survive repayment of the Loan. Borrower Borrowers shall pay at least $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note or the Defeased Note (as applicable) and the Security Agreement. Notwithstanding anything in this Agreement to the contrary, no other assumption fee shall be payable to Lender upon a transfer of the Note or the Defeased Note (as applicable) in accordance with this Section 2.4.22.5.3, but Borrower Borrowers shall pay all costs and expenses incurred by LxxxxxLender, including Lxxxxx’s Lender's reasonable attorneys’ ' fees and expensesexpenses and any fees and expenses of any Rating Agencies, actually incurred in connection therewith.