Common use of Successor Borrower Clause in Contracts

Successor Borrower. If the Defeasance Event occurs after a Securitization, Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) may, at its 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 approved by the Rating Agencies with one (1) Independent Director, and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall transfer and assign all obligations, rights and duties under and to the Notes (or each Defeased Note in the case of a defeasance of the Loan in part), together with the pledged Defeasance Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Notes (or each Defeased Note in the case of a defeasance of the Loan in part) and the Security Agreement and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall be relieved of its obligations under such documents. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Notes 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 in accordance with this Section 2.3.5(d), but Borrower shall pay all costs and expenses incurred by Lenders, including Lenders’ reasonable attorneys’ fees and expenses and, if the Defeasance Event occurs after a Securitization, any fees and expenses of any Rating Agencies, incurred in connection therewith. Any Successor Borrower may be an Affiliate of Borrower or a defeasance consultant or similar service provider.

Successor Borrower. If the Defeasance Event occurs after In connection with any release of a SecuritizationLien under this Section 2.5, Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) may, or at its option, or if so required by the applicable Rating Agencies, request of Lender shall, establish or designate a successor entity (the “"Successor Borrower”") which shall be a single purpose bankruptcy remote entity approved by the Rating Agencies with one (1) Independent DirectorLender, and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall transfer and assign all obligations, rights and duties under and to the Notes (Note or each the Defeased Note in the case of a defeasance of the Loan in part)Note, as applicable, together with the pledged Defeasance Collateral U.S. Obligations to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Notes (Note or each the Defeased Note in the case of a defeasance of the Loan in part) Note, as applicable, and the Security Agreement and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall be relieved of its obligations under such documents. The Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Notes 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 2.3.5(d)2.5, but Borrower shall pay (i) to the Lender, all reasonable costs and expenses incurred by LendersLender, including Lenders’ Lender's reasonable attorneys’ ' fees and expenses and, if the Defeasance Event occurs after a Securitization, any fees and expenses of any Rating Agenciesexpenses, incurred in connection therewith. Any therewith and (ii) to the Successor Borrower may as additional consideration for assuming the obligations of Borrower, all amounts reasonably estimated by Lender to be an Affiliate payable by the Successor Borrower for taxes and other costs and expenses (including, without limitation franchise and income taxes, if any) of maintaining the existence of the Successor Borrower or a defeasance consultant or similar service providerthrough the final maturity date of the Note.

Successor Borrower. If Upon the Defeasance Event occurs after a Securitization, Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) may, at its 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 approved by the Rating Agencies with one (1) Independent Director, and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall transfer and assign all obligations, rights and duties under and to the Notes (or each Defeased Note in the case of a defeasance of the Loan in part)under this Section 2.4.2, Borrower may, or at the option of Lender shall, assign all of its Obligations, together with the pledged Defeasance Collateral Collateral, to a successor entity designated by Lender in its sole discretion or, at the option of Lender, designated by Borrower and reasonably approved by Lender (in each case, the “Successor Borrower”). Lender shall have the right to establish or designate the Successor Borrower and to purchase, or cause to be purchased, the Defeasance Collateral, which rights may be exercised in Lender’s sole discretion and shall be retained by the Lender named herein notwithstanding the transfer or Securitization of the Loan. Such successor entity shall execute an assumption agreement in form and substance satisfactory to Lender in its sole discretion pursuant to which it shall assume Borrower’s Obligations and the Defeasance Security Agreement. As conditions to such Successor Borrower. Such Successor assignment and assumption, Borrower shall assume (i) deliver to Lender an opinion of counsel in form and substance and delivered by counsel satisfactory to Lender in its reasonable discretion stating, among other things, that such assumption agreement is enforceable against Borrower and such successor entity in accordance with its terms and that the obligations under Notes, the Notes (or each Defeased Note in the case of a defeasance of the Loan in part) and the Defeasance Security Agreement and Borrower (and/or Maryland the other Loan GuarantorDocuments, as applicableso assumed, in the case of the Maryland Property) shall be relieved of its obligations under are enforceable against such documents. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Notes 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 successor entity in accordance with this Section 2.3.5(d)their respective terms, but Borrower shall and (ii) pay all reasonable out-of-pocket costs and expenses incurred by LendersLender 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 agreement and related documentation). Additionally, Borrower shall pay all reasonable out-of-pocket costs and expenses incurred by Successor Borrower, including Lenders’ reasonable attorneys’ fees and expenses and, if the Defeasance Event occurs after a Securitization, any fees and expenses of any Rating Agenciesexpenses, incurred in connection therewith. Any In connection with a transfer of the Defeasance Collateral to the Successor Borrower, Borrower may shall, as a condition to such defeasance, deliver or cause to be an Affiliate delivered a non-consolidation opinion in form and substance reasonably satisfactory to Lender and satisfactory to the Rating Agencies. Upon such assumption, Borrower and Guarantors shall be relieved of Borrower their respective Obligations hereunder, under the other Loan Documents and under the Defeasance Security Agreement other than those Obligations which are specifically intended to survive the termination, satisfaction or a defeasance consultant assignment of this Agreement or similar service providerthe exercise of Lender’s rights and remedies hereunder.

Successor Borrower. If Upon the Defeasance Event occurs after a Securitization, Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) may, at its 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 approved by the Rating Agencies with one (1) Independent Director, and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall transfer and assign all obligations, rights and duties under and to the Notes (or each Defeased Note in the case of a defeasance of the Loan in part)under this Section 2.4.2, Borrower may, or at the option of Lender shall, assign all of its Obligations, together with the pledged Defeasance Collateral Collateral, to a successor entity designated by Lender in its sole discretion (in each case, the “Successor Borrower”). Lender shall have the right to establish or designate the Successor Borrower and to purchase, or cause to be purchased, the Defeasance Collateral, which rights may be exercised in Lender’s sole discretion and shall be retained by the Lender named herein notwithstanding the transfer or securitization of the Loan. Such successor entity shall execute an assumption agreement in form and substance satisfactory to Lender in its sole discretion pursuant to which it shall assume Borrower’s Obligations and the Defeasance Security Agreement. As conditions to such Successor Borrower. Such Successor assignment and assumption, Borrower shall assume (i) deliver to Lender an opinion of counsel in form and substance and delivered by counsel satisfactory to Lender in its reasonable discretion stating, among other things, that such assumption agreement is enforceable against Borrower and such successor entity in accordance with its terms and that the obligations under Note, the Notes (or each Defeased Note in the case of a defeasance of the Loan in part) and the Defeasance Security Agreement and Borrower (and/or Maryland the other Loan GuarantorDocuments, as applicableso assumed, in the case of the Maryland Property) shall be relieved of its obligations under are enforceable against such documents. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Notes 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 successor entity in accordance with this Section 2.3.5(dtheir respective terms, and (ii) pay all 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 agreement and related documentation). Additionally, but Borrower shall pay all costs and expenses incurred by LendersSuccessor Borrower, including Lenders’ reasonable attorneys’ fees and expenses and, if the Defeasance Event occurs after a Securitization, any fees and expenses of any Rating Agenciesexpenses, incurred in connection therewith. Any In connection with a transfer of the Defeasance Collateral to the Successor Borrower, if requested by Lender, Borrower may shall, as a condition to such defeasance, deliver or cause to be an Affiliate delivered a non-consolidation opinion in form and substance, and from counsel, satisfactory to the Rating Agencies and reasonably satisfactory to Lender. Upon such assumption, Borrower shall be relieved of Borrower its Obligations hereunder, under the other Loan Documents and under the Defeasance Security Agreement other than those Obligations which are specifically intended to survive the termination, satisfaction or a defeasance consultant assignment of this Agreement or similar service providerthe exercise of Lender’s rights and remedies hereunder.

Successor Borrower. If Upon the Defeasance Event occurs after a Securitization, Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) may, at its 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 approved by the Rating Agencies with one (1) Independent Director, and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall transfer and assign all obligations, rights and duties under and to the Notes (or each Defeased Note in the case of a defeasance of the Loan in part)under this Section 2.4.2, Borrower may, or at option of Lender shall, assign all its Obligations, together with the pledged Defeasance Collateral, to a successor entity designated by Lender in its sole discretion or, at the option of Lender, designated by Borrower and approved by Lender (in each case, the “Successor Borrower”). Lender shall have the right to establish or designate the Successor Borrower and to purchase, or cause to be purchased, the Defeasance Collateral (the “Defeasance Rights and Obligations”), which rights may be exercised in Lender’s sole discretion and shall be retained by the Lender named herein notwithstanding the transfer or securitization of the Loan. Such successor entity shall execute an assumption agreement in form and substance satisfactory to Lender in its sole discretion pursuant to which it shall assume Borrower’s Obligations and the Defeasance Security Agreement. As conditions to such Successor Borrower. Such Successor assignment and assumption, Borrower shall assume (i) deliver to Lender an opinion of counsel in form and substance and delivered by counsel satisfactory to Lender in its sole discretion stating, among other things, that such assumption agreement is enforceable against Borrower and such successor entity in accordance with its terms and that the obligations under Note, the Notes (or each Defeased Note in the case of a defeasance of the Loan in part) and the Defeasance Security Agreement and Borrower (and/or Maryland the other Loan GuarantorDocuments, as applicableso assumed, in the case of the Maryland Property) shall be relieved of its obligations under are enforceable against such documents. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Notes 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 successor entity in accordance with this Section 2.3.5(dtheir respective terms, and (ii) pay all 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 agreement and related documentation). Additionally, but Borrower shall pay all costs and expenses incurred by LendersSuccessor Borrower, including Lenders’ reasonable attorneys’ fees and expenses and, if the Defeasance Event occurs after a Securitization, any fees and expenses of any Rating Agenciesexpenses, incurred in connection therewith. Any In connection with a transfer of the Defeasance Collateral to the Successor Borrower, Borrower may shall, as a condition to such defeasance, deliver or cause to be an Affiliate delivered a non-consolidation opinion in form and substance satisfactory to Lender and the Rating Agencies. Upon such assumption, Borrower shall be relieved of Borrower its Obligations hereunder, under the other Loan Documents and under the Defeasance Security Agreement other than those Obligations which are specifically intended to survive the termination, satisfaction or a defeasance consultant assignment of this Agreement or similar service providerthe exercise of Lender’s rights and remedies hereunder.

Successor Borrower. If the In connection with a Total Defeasance Event occurs after a Securitizationor Partial Defeasance Event under this Section 2.8, Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) may, at its option, or if so required by the applicable Rating Agencies, shall, shall establish or designate a successor entity (the “Successor Borrower”) acceptable to Lender in its reasonable discretion, which shall be a single purpose bankruptcy remote entity approved by Special Purpose Entity, which shall not own any assets or have any liabilities or operate any property other than the Rating Agencies with one (1) Independent Director, and Borrower (and/or Maryland Loan GuarantorTotal Defeasance Collateral or Partial Defeasance Collateral, as applicable, applicable (except in connection with other defeased loans held in the case of same securitized loan pool with the Maryland Property) Loan). Borrower shall transfer and assign all obligations, rights and duties under and to the Notes (Note or each Defeased Note in (as applicable) and the case of a defeasance of the Loan in part)Security Agreement, together with the pledged Total Defeasance Collateral or Partial Defeasance Collateral (as applicable) to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Notes (Note or each Defeased Note in the case of a defeasance of the Loan in part(as applicable) and the Defeasance Security Agreement and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall be relieved of its obligations under such documents. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Notes Note and the Defeasance Security Agreement. Notwithstanding anything in this Agreement to the contrary, no other assumption fee shall be payable upon a transfer of the Note in accordance with this Section 2.3.5(d)2.8.3, but Borrower shall pay all costs and expenses incurred by LendersLender, including Lenders’ reasonable Lender’s attorneys’ fees and expenses and, if the Defeasance Event occurs after a Securitization, and any fees and expenses of any Approved Rating Agencies, incurred in connection therewith. Any Successor Borrower may be an Affiliate of Borrower or a defeasance consultant or similar service provider.

Successor Borrower. If the In connection with a Defeasance Event occurs after a Securitizationunder this Section 2.5, Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) may, at its 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 approved by the Rating Agencies with one (1) Independent Director, and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall transfer and assign all obligations, rights and duties under and to the Notes (or each Defeased Note in and the case of a defeasance of the Loan in part)Security Agreement, together with the Defeasance Collateral to a newly-created successor entity, which entity shall be a single purpose, bankruptcy remote entity and which entity shall be designated or established by Lender, at Lender's option (the "Successor Borrower"). Lender shall also have the right to purchase on behalf of Borrower, or cause to be purchased on behalf of Borrower, the pledged Defeasance Collateral. Such rights to designate or establishthe Successor Borrower as provided above or to purchase, or cause the purchase of, on behalf of Borrower the pledged Defeasance Collateral as provided above may be exercised by MSMCH in its sole discretion and shall be retained by MSMCH as the original Lender herein (and any successor or assign of MSMCH under a specific assignment of such retained rights separate and apart from a Secondary Market Transaction related to such Successor Borrowerall or any portion of the Loan), notwithstanding any Secondary Market Transaction related to all or any portion of the Loan. Such Successor Borrower shall assume the obligations under the Notes (or each Defeased Note in the case of a defeasance of the Loan in part) and the Security Agreement and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall be relieved of its obligations under such documentsthe Loan Documents (other than those obligations which by their terms survive a repayment, defeasance or other satisfaction of the Loan and/or a transfer of the Property in connection with Lender's exercise of its remedies under the Loan Documents). Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Notes Note 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 in accordance with this Section 2.3.5(d), but Borrower shall pay all costs and expenses incurred by LendersLender, including Lenders’ reasonable attorneys’ the cost of establishing the Successor Borrower and Lender's attorney's fees and expenses and, if the Defeasance Event occurs after a Securitization, any fees and expenses of any Rating Agenciesexpenses, incurred in connection therewith. Any Successor Borrower may be an Affiliate of Borrower or a defeasance consultant or similar service provider.

Successor Borrower. If the In connection with any Defeasance Event occurs after a SecuritizationEvent, Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) may, at its 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 approved by the Rating Agencies with one (1) Independent Director, and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall transfer and assign all obligations, rights and duties under and to the Notes Note (or each Defeased Note in the case of a defeasance Full Defeasance Event) or the Defeased Note (in the case of a Partial Defeasance Event) and the Loan in part), Security Agreement together with the pledged Defeasance Collateral Deposit and the U.S. Obligations purchased with the Defeasance Deposit to such a newly-created successor entity, which entity shall be a single purpose, bankruptcy remote entity and which entity shall be designated or established by Lender, at Lender’s option (the “Successor Borrower”). Lender shall also have the right to purchase on behalf of Borrower, or cause to be purchased on behalf of Borrower, the U.S. Obligations with the pledged Defeasance Deposit. Such rights to designate or establish the Successor Borrower as provided above or to purchase, or cause the purchase of, on behalf of Borrower the U.S. Obligations purchased with the Defeasance Deposit as provided above may be exercised by Cantor Commercial Real Estate Lending, L.P. (“Cantor”) in its sole discretion and shall be retained by Cantor (and any successor or assign of Cantor under a specific assignment of such retained rights separate and apart from a transfer or Securitization of the Loan in whole or in part), notwithstanding any transfer or Securitization of the Loan in whole or in part. Such Successor Borrower shall assume the obligations under the Notes Note (or each Defeased Note in the case of a defeasance of Full Defeasance Event) or the Loan in part) and the Security Agreement and Borrower Defeased Note (and/or Maryland Loan Guarantor, as applicable, in the case of a Partial Defeasance Event) and any Security Agreement and shall be bound by and obligated under Section 2.3, 3.1, 5.1.19, 5.1.15(a), 8.2, 10.13 and 10.18 of this Agreement; provided, however, that all references therein to “Property” shall be deemed to refer only to the Maryland Property) Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit delivered to Lender. Upon such assumption by Successor Borrower with respect to a Full Defeasance Event, Borrower shall be relieved of its obligations under such documents, except with respect to any provision therein which by their terms expressly survive a payment, repayment, defeasance or other satisfaction of the Loan and/or transfer of the Properties or any individual Property in connection with Lender’s exercise of its remedies under this Agreement and the other Loan Documents. Upon such assumption by Successor Borrower with respect to a Partial Defeasance Event, Borrower shall be relieved of its obligations under the Defeased Note and the Security Agreement, except with respect to any provisions therein which by their terms expressly survive a payment, repayment, defeasance or other satisfaction of the Loan and/or a transfer of the Properties or any individual Property in connection with Lender’s exercise of its remedies under this Agreement and the other Loan Documents. Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Notes Note (in the case of a Full Defeasance Event) or the Defeased Note (in the case of a Partial Defeasance Event), this Agreement and the Security AgreementInstrument. Notwithstanding anything in this Agreement to the contrary, no other assumption fee shall be payable upon a transfer of the Note in accordance with this Section 2.3.5(d), but Borrower shall pay all costs and expenses incurred by LendersLender, including Lenders’ the cost of establishing the Successor Borrower and Lender’s attorney’s reasonable attorneys’ fees and expenses and, if the Defeasance Event occurs after a Securitization, and any fees and expenses of any Rating Agencies, incurred in connection therewith. Any Successor Borrower may be an Affiliate of Borrower or a defeasance consultant or similar service provider.

Successor Borrower. If Upon the Defeasance Event occurs after a Securitizationrelease of the Property in accordance with Section 2.5.2, Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) may, at its 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 approved by the Rating Agencies with one (1) Independent Director, and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall transfer and assign all obligations, rights and duties under and to the Notes (or each Defeased Note in the case of a defeasance of the Loan in part)its Obligations, together with the pledged Defeasance Collateral, to a successor, single purpose, bankruptcy remote entity designated by Lender in its sole discretion or, at the option of Lender, designated by Borrower and approved by Lender (in each case, the “Successor Borrower”). Lender shall have the right to establish or designate the Successor Borrower and to purchase, or cause to be purchased, the Defeasance Collateral (the “Defeasance Rights and Obligations”), which rights may be exercised in Lender’s sole discretion and shall be retained by the Lender named herein notwithstanding the transfer or securitization of the Loan. Such successor entity shall execute an assumption agreement in form and substance satisfactory to Lender in its sole discretion pursuant to which it shall assume Borrower’s Obligations and the Defeasance Security Agreement. As conditions to such Successor Borrower. Such Successor assignment and assumption, Borrower shall assume (i) deliver to Lender an opinion of counsel in form and substance and delivered by counsel satisfactory to Lender in its sole discretion stating, among other things, that such assumption agreement is enforceable against Borrower and such successor entity in accordance with its terms and that the obligations under Note, the Notes (or each Defeased Note in the case of a defeasance of the Loan in part) and the Defeasance Security Agreement and Borrower (and/or Maryland the other Loan GuarantorDocuments, as applicableso assumed, in the case of the Maryland Property) shall be relieved of its obligations under are enforceable against such documents. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Notes 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 successor entity in accordance with this Section 2.3.5(dtheir respective terms, and (ii) pay all 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 agreement and related documentation). Additionally, but Borrower shall pay all costs and expenses incurred by LendersSuccessor Borrower, including Lenders’ reasonable attorneys’ fees and expenses and, if the Defeasance Event occurs after a Securitization, any fees and expenses of any Rating Agenciesexpenses, incurred in connection therewith. Any Successor Upon such assumption, Borrower may shall be an Affiliate relieved of Borrower its Obligations hereunder, under the other Loan Documents and under the Defeasance Security Agreement other than those Obligations which are specifically intended to survive the termination, satisfaction or a defeasance consultant assignment of this Agreement or similar service providerthe exercise of Lender’s rights and remedies hereunder.

Successor Borrower. If Upon the Defeasance Event occurs after a Securitization, Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) may, at its 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 approved by the Rating Agencies with one (1) Independent Director, and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall transfer and assign all obligations, rights and duties under and to the Notes (or each Defeased Note in the case of a defeasance of the Loan in part)under this Section 2.4.2, Borrower may, or at option of Lender shall, assign all of its Obligations, together with the pledged Defeasance Collateral Collateral, to a successor entity designated by Lender in its sole discretion or, at the option of Lender, designated by Borrower and approved by Lender (in each case, the "Successor Borrower"). Lender shall have the right to establish or designate the Successor Borrower and to purchase, or cause to be purchased, the Defeasance Collateral, which rights may be exercised in Lender's sole discretion and shall be retained by the Lender named herein notwithstanding the transfer or securitization of the Loan. Such successor entity shall execute an assumption agreement in form and substance satisfactory to Lender in its sole discretion pursuant to which it shall assume Borrower's Obligations and the Defeasance Security Agreement. As conditions to such Successor Borrower. Such Successor assignment and assumption, Borrower shall assume (i) deliver to Lender an opinion of counsel in form and substance and delivered by counsel reasonably satisfactory to Lender in its sole discretion stating, among other things, that such assumption agreement is enforceable against Borrower and such successor entity in accordance with its terms and that the obligations under Note, the Notes (or each Defeased Note in the case of a defeasance of the Loan in part) and the Defeasance Security Agreement and Borrower (and/or Maryland the other Loan GuarantorDocuments, as applicableso assumed, in the case of the Maryland Property) shall be relieved of its obligations under are enforceable against such documents. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Notes 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 successor entity in accordance with this Section 2.3.5(dtheir respective terms, and (ii) pay all reasonable out-of-pocket 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 agreement and related documentation). Additionally, but Borrower shall pay all costs and expenses incurred by LendersSuccessor Borrower, including Lenders’ reasonable attorneys’ ' fees and expenses and, if the Defeasance Event occurs after a Securitization, any fees and expenses of any Rating Agenciesexpenses, incurred in connection therewith. Any Successor Upon such assumption, Borrower may shall be an Affiliate relieved of Borrower its Obligations hereunder, under the other Loan Documents and under the Defeasance Security Agreement other than those Obligations which are specifically intended to survive the termination, satisfaction or a defeasance consultant assignment of this Agreement or similar service providerthe exercise of Lender's rights and remedies hereunder.

Successor Borrower. If the Defeasance Event occurs after In connection with a Securitizationtotal or partial defeasance under this Section 2.5, Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) may, at its 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 approved by the Rating Agencies with one (1) Independent Director, and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall transfer and assign all obligations, rights and duties under and to the Notes (or each Defeased Note in and the case of a defeasance of the Loan in part)Security Agreement, together with the pledged Total Defeasance Collateral or Partial Defeasance Collateral or Partial Defeasance Collateral, as applicable, to a newly created successor entity (which such entity shall be a single purpose, bankruptcy remote entity not directly or indirectly owned by Borrower) and which entity shall be designated or established by Lender, at Lender’s option (the “Successor Borrower”). Lender shall also have the right to purchase on behalf of Borrower, or cause to be purchased on behalf of Borrower, the pledged Total Defeasance Collateral or Partial Defeasance Collateral, as applicable. Such rights to designate or establish the Successor Borrower as provided above or to purchase or cause the purchase on behalf of Borrower of the pledged Total Defeasance Collateral or Partial Defeasance Collateral, as applicable as provided above may be exercised by Lender in its sole discretion and shall be retained by Lender named herein (and any successor or assign of such Lender named herein under a specific assignment of such retained rights separate and apart from a Secondary Market Transaction related to all or any portion of the Loan), notwithstanding any Secondary Market Transaction related to all or any portion of the Loan. Such Successor Borrower shall assume the obligations under the Notes (Note or each the Defeased Note in the case of a defeasance of the Loan in part) Note, as applicable, and the Security Agreement and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall be relieved of its obligations under such documents. Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Notes 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 in accordance with this Section 2.3.5(d), but Borrower shall pay all costs and expenses incurred by LendersLender, including Lenders’ reasonable attorneys’ Lender’s attorney’s fees and expenses and, if the Defeasance Event occurs after a Securitization, any fees and expenses of any Rating Agenciesexpenses, incurred in connection therewith. Any Successor Borrower may be an Affiliate of Borrower or a defeasance consultant or similar service provider.

Successor Borrower. If the In connection with a Defeasance Event occurs after a Securitizationunder this Section 2.4, Borrower (and/or Maryland Loan Guarantorshall, as applicable, in the case of the Maryland Property) may, at its option, if reasonably required by Lender or if so required by the applicable Rating Agencies, shallBorrower elects to do so, establish or designate a successor entity (the “Successor Borrower”) which shall be a single purpose bankruptcy remote entity and which shall be reasonably approved by the Rating Agencies with one (1) Independent DirectorLender. Any such Successor Borrower may, and at Borrower’s option, be an Affiliate of Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) unless Lender shall reasonably require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Notes Note (or each in connection with a Total Defeasance Event) and under the Defeased Note (in the case of connection with a defeasance of the Loan in partPartial Defeasance Event), together with the pledged Total Defeasance Collateral or Partial Defeasance Collateral, as applicable, to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Notes Note (or each in connection with a Total Defeasance Event) and under the Defeased Note (in the case of connection with a defeasance of the Partial Mezzanine Loan in partAgreement (First Mezzanine) Defeasance Event) and the Defeasance Security Agreement and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall be relieved of its obligations under such documents. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Notes and the Security Agreement. Notwithstanding anything in this Agreement to the contraryall reasonable, no other assumption fee shall be payable upon a transfer of the Note in accordance with this Section 2.3.5(d), but Borrower shall pay all out-of-pocket costs and expenses incurred by LendersLender, including Lenders’ Lender’s reasonable attorneys’ attorney’s fees and expenses and, if the Defeasance Event occurs after a Securitization, any fees and expenses of any Rating Agenciesexpenses, incurred in connection therewith. Any A different Successor Borrower may be an Affiliate of Borrower or a established for each defeasance consultant or similar service providerconsummated pursuant to this Agreement.

Successor Borrower. If the In connection with a Defeasance Event occurs after a Securitizationunder this Section 2.4, Borrower (and/or Maryland Loan Guarantorshall, as applicable, in the case of the Maryland Property) may, at its option, or if so required by the applicable Rating Agencies, shallAgencies or if Borrower elects to do so, establish or designate a successor entity (the “Successor Borrower”) which shall be a single purpose bankruptcy remote entity and which shall be approved by S&P (which may be evidenced by the Rating Agency Confirmation/Notification). Any such Successor Borrower may, at Borrower’s option, be an Affiliate of Borrower unless the Rating Agencies with one (1) Independent Director, and shall require otherwise. Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall transfer and assign all obligations, rights and duties under and to the Notes Note (or each in connection with a Total Defeasance Event) and under the Defeased Note (in the case of connection with a defeasance of the Loan in partPartial Defeasance Event), together with the pledged Total Defeasance Collateral or Partial Defeasance Collateral, as applicable, to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Notes Note (or each in connection with a Total Defeasance Event) and under the Defeased Note (in the case of connection with a defeasance of the Loan in partPartial Defeasance Event) and the Defeasance Security Agreement and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall be relieved of its obligations under such documentsdocuments and, in connection with a Partial Defeasance Event, the related Individual Borrower in respect of the released Individual Property (and, if applicable, the Maryland Owner) shall also be released from all of its (or their) obligations under the other Loan Documents. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Notes and the Security Agreement. Notwithstanding anything in this Agreement to the contraryall reasonable, no other assumption fee shall be payable upon a transfer of the Note in accordance with this Section 2.3.5(d), but Borrower shall pay all out-of-pocket costs and expenses incurred by LendersLender, including Lenders’ Lender’s reasonable attorneys’ attorney’s fees and expenses and, if the Defeasance Event occurs after a Securitization, any fees and expenses of any Rating Agenciesexpenses, incurred in connection therewith. Any A different Successor Borrower may be an Affiliate of Borrower or a established for each defeasance consultant or similar service providerconsummated pursuant to this Agreement.

Successor Borrower. If Upon the Defeasance Event occurs after a Securitization, Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) may, at its 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 approved by the Rating Agencies with one (1) Independent Director, and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall transfer and assign all obligations, rights and duties under and to the Notes (or each Defeased Note in the case of a defeasance of the Loan in part)under this Section 2.4.2, Borrower may, or at the option of Lender shall, assign all of its Obligations, together with the pledged Defeasance Collateral Collateral, to a successor entity designated by Lender in its sole discretion or, at the option of Lender, designated by Borrower and approved by Lender (in each case, the “Successor Borrower”). Lender shall have the right to establish or designate the Successor Borrower and to purchase, or cause to be purchased, the Defeasance Collateral, which rights may be exercised in Lender’s sole discretion and shall be retained by the Lender named herein notwithstanding the transfer or securitization of the Loan. Such successor entity shall execute an assumption agreement in form and substance satisfactory to Lender in its sole discretion pursuant to which it shall assume Borrower’s Obligations and the Defeasance Security Agreement. As conditions to such Successor Borrower. Such Successor assignment and assumption, Borrower shall assume (i) deliver to Lender an opinion of counsel in form and substance and delivered by counsel satisfactory to Lender in its sole discretion stating, among other things, that such assumption agreement is enforceable against Borrower and such successor entity in accordance with its terms and that the obligations under Note, the Notes (or each Defeased Note in the case of a defeasance of the Loan in part) and the Defeasance Security Agreement and Borrower (and/or Maryland the other Loan GuarantorDocuments, as applicableso assumed, in the case of the Maryland Property) shall be relieved of its obligations under are enforceable against such documents. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Notes 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 successor entity in accordance with this Section 2.3.5(d)their respective terms, but Borrower shall and (ii) pay all reasonable costs and expenses incurred by LendersLender 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 agreement and related documentation). Additionally, Borrower shall pay all reasonable costs and expenses incurred by Successor Borrower, including Lenders’ reasonable attorneys’ fees and expenses and, if the Defeasance Event occurs after a Securitization, any fees and expenses of any Rating Agenciesexpenses, incurred in connection therewith. Any Successor Upon such assumption, Borrower may and Guarantor shall be an Affiliate relieved of Borrower their respective Obligations hereunder, under the other Loan Documents and under the Defeasance Security Agreement other than those Obligations which are specifically intended to survive the termination, satisfaction or a defeasance consultant assignment of this Agreement or similar service providerthe exercise of Lender’s rights and remedies hereunder.

Successor Borrower. If the In connection with a Defeasance Event occurs after a Securitizationunder this Section 2.4, Borrower (and/or Maryland Loan Guarantorshall, as applicable, in the case of the Maryland Property) may, at its option, or if so required by the applicable Rating Agencies, shallAgencies or if Borrower elects to do so, establish or designate a successor entity (the “Successor Borrower”) which shall be a single purpose bankruptcy remote entity and which shall be approved by the Rating Agencies with one (1) Independent Directorwhich may be evidenced by a Rating Agency Confirmation). Any such Successor Borrower may, and at Borrower’s option, be an Affiliate of Borrower (and/or Maryland Loan Guarantor, as applicable, in unless the case of the Maryland Property) Rating Agencies shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Notes Note (or each in connection with a Total Defeasance Event) and under the Defeased Note (in the case of connection with a defeasance of the Loan in partPartial Defeasance Event), together with the pledged Total Defeasance Collateral or Partial Defeasance Collateral, as applicable, to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Notes Note (or each in connection with a Total Defeasance Event) and under the Defeased Note (in the case of connection with a defeasance of the Loan in partPartial Defeasance Event) and the Defeasance Security Agreement and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall be relieved of its obligations under such documents. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Notes and the Security Agreement. Notwithstanding anything in this Agreement to the contraryall reasonable, no other assumption fee shall be payable upon a transfer of the Note in accordance with this Section 2.3.5(d), but Borrower shall pay all out-of-pocket costs and expenses incurred by LendersLender, including Lenders’ Lender’s reasonable attorneys’ attorney’s fees and expenses and, if the Defeasance Event occurs after a Securitization, any fees and expenses of any Rating Agenciesexpenses, incurred in connection therewith. Any A different Successor Borrower may be an Affiliate of Borrower or a established for each defeasance consultant or similar service providerconsummated pursuant to this Agreement.

Successor Borrower. If the In connection with any Defeasance Event occurs after a SecuritizationEvent, Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) may, at its 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 approved by the Rating Agencies with one (1) Independent Director, and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall transfer and assign all obligations, rights and duties under and to the Notes Note (or each Defeased Note in the case of a defeasance Full Defeasance Event) or the Defeased Note (in the case of a Partial Defeasance Event) and the Loan in part), Security Agreement together with the pledged Defeasance Collateral Deposit and the U.S. Obligations purchased with the Defeasance Deposit to such a newly-created successor entity, which entity shall be a single purpose, bankruptcy remote entity and which entity shall be designated or established by Lender, at Lender’s option (the “Successor Borrower”). Lender shall also have the right to purchase on behalf of Borrower, or cause to be purchased on behalf of Borrower, the U.S. Obligations with the pledged Defeasance Deposit. Such rights to designate or establish the Successor Borrower as provided above or to purchase, or cause the purchase of, on behalf of Borrower the U.S. Obligations purchased with the Defeasance Deposit as provided above may be exercised by Cantor Commercial Real Estate Lending, L.P. (“Cantor”) in its sole discretion and shall be retained by Cantor (and any successor or assign of Cantor under a specific assignment of such retained rights separate and apart from a transfer or Securitization of the Loan in whole or in part), notwithstanding any transfer or Securitization of the Loan in whole or in part. Such Successor Borrower shall assume the obligations under the Notes Note (or each Defeased Note in the case of a defeasance of Full Defeasance Event) or the Loan in part) and the Security Agreement and Borrower Defeased Note (and/or Maryland Loan Guarantor, as applicable, in the case of a Partial Defeasance Event) and any Security Agreement and shall be bound by and obligated under Sections 2.3, 3.1, 5.1.19, 5.1.15(a), 8.2, 10.13 and 10.18 of this Agreement; provided, however, that all references therein to “Property” shall be deemed to refer only to the Maryland Property) Defeasance Deposit and the U.S. Obligations purchased with the Defeasance Deposit delivered to Lender. Upon such assumption by Successor Borrower with respect to a Full Defeasance Event, Borrower shall be relieved of its obligations under such documents, except with respect to any provision therein which by their terms expressly survive a payment, repayment, defeasance or other satisfaction of the Loan and/or transfer of the Properties or any individual Property in connection with Lender’s exercise of its remedies under this Agreement and the other Loan Documents. Upon such assumption by Successor Borrower with respect to a Partial Defeasance Event, Borrower shall be relieved of its obligations under the Defeased Note and the Security Agreement, except with respect to any provisions therein which by their terms expressly survive a payment, repayment, defeasance or other satisfaction of the Loan and/or a transfer of the Properties or any individual Property in connection with Lender’s exercise of its remedies under this Agreement and the other Loan Documents. Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Notes Note (in the case of a Full Defeasance Event) or the Defeased Note (in the case of a Partial Defeasance Event), this Agreement and the Security AgreementInstrument. Notwithstanding anything in this Agreement to the contrary, no other assumption fee shall be payable upon a transfer of the Note in accordance with this Section 2.3.5(d), but Borrower shall pay all costs and expenses incurred by LendersLender, including Lenders’ the cost of establishing the Successor Borrower and Lender’s attorney’s reasonable attorneys’ fees and expenses and, if the Defeasance Event occurs after a Securitization, and any fees and expenses of any Rating Agencies, incurred in connection therewith. Any Successor Borrower may be an Affiliate of Borrower or a defeasance consultant or similar service provider.

Successor Borrower. If Upon the Defeasance Event occurs after a Securitizationdefeasance of the Loan under this Section 2.4.2, Borrower (and/or Maryland Loan GuarantorBorrowers may, as applicableor at the option of Lender shall, in the case of the Maryland Property) maya Full Defeasance, at assign all of its optionObligations, 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 approved by the Rating Agencies with one (1) Independent Director, and Borrower (and/or Maryland Loan Guarantor, as applicableor, in the case of the Maryland Property) shall transfer and a Partial Defeasance, assign all obligations, rights and duties of its Obligations under and to the Notes (or each associated Defeased Note in the case of a defeasance of the Loan in part)Note, together with the pledged Defeasance Collateral Collateral, to a successor entity designated by Lender in its sole discretion or, at the option of Lender, designated by Borrowers and approved by Lender (in each case, the “Successor Borrower”). Lender shall have the right to establish or designate the Successor Borrower and to purchase, or cause to be purchased, the Defeasance Collateral, which rights may be exercised in Lender’s sole discretion and shall be retained by the Lender named herein notwithstanding the transfer or securitization of the Loan. Such successor entity shall execute an assumption agreement in form and substance reasonably satisfactory to Lender pursuant to which it shall assume Borrowers’ Obligations and the Defeasance Security Agreement. As conditions to such Successor Borrower. Such Successor Borrower assignment and assumption, Borrowers shall assume (i) deliver to Lender an opinion of counsel in form and substance and delivered by counsel satisfactory to Lender in its reasonable discretion stating, among other things, that such assumption agreement is enforceable against Borrowers and such successor entity in accordance with its terms and that the obligations under Note, the Notes (or each Defeased Note in the case of a defeasance of the Loan in part) and the Defeasance Security Agreement and Borrower (and/or Maryland the other Loan GuarantorDocuments, as applicableso assumed, in the case of the Maryland Property) shall be relieved of its obligations under are enforceable against such documents. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Notes 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 successor entity in accordance with this Section 2.3.5(d)their respective terms, but Borrower shall and (ii) pay all out-of-pocket costs and expenses incurred by LendersLender 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 agreement and related documentation). Additionally, Borrowers shall pay all out-of-pocket costs and expenses incurred by Successor Borrower, including Lenders’ reasonable attorneys’ fees and expenses and, if the Defeasance Event occurs after a Securitization, any fees and expenses of any Rating Agenciesexpenses, incurred in connection therewith. Any In connection with a transfer of the Defeasance Collateral to the Successor Borrower may Borrower, Borrowers shall, as a condition to such defeasance, deliver or cause to be an Affiliate delivered a non-consolidation opinion in form and substance reasonably satisfactory to Lender and the Rating Agencies. Upon such assumption, Borrowers shall be relieved of Borrower their Obligations hereunder, under the other Loan Documents and under the Defeasance Security Agreement other than those Obligations which are specifically intended to survive the termination, satisfaction or a defeasance consultant assignment of this Agreement or similar service providerthe exercise of Lender’s rights and remedies hereunder.

Successor Borrower. If the In connection with a Defeasance Event occurs after a Securitizationunder this Section 2.3.3, Borrower (and/or Maryland Loan Guarantorshall, as applicable, in at the case option of the Maryland Property) mayLender named herein, at its 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 approved by the Rating Agencies with one (1) Independent Director, and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall transfer and assign all obligations, rights and duties under and to the Notes (or each Defeased Note in the case of a defeasance of the Loan in part)defeased Note, together with the pledged Defeasance Collateral Collateral, to such a successor entity designated by the Lender named herein in its sole discretion or, at the option of the Lender named herein, designated by Borrower and approved by the Lender named herein (in each case, the “Successor Borrower”). Such The Successor Borrower shall assume be a Special Purpose Bankruptcy Remote Entity. The Lender named herein shall have the obligations under right to establish or designate the Notes (Successor Borrower and to purchase, or each Defeased Note cause to be purchased, the Defeasance Collateral, which rights may be exercised in the case of a defeasance herein named Lender’s sole discretion and shall be retained by the Lender named herein notwithstanding the transfer or securitization of the Loan Loan. Such successor entity shall execute an assumption agreement in part) form and substance satisfactory to the Security Agreement Lender named herein and Borrower (and/or Maryland Loan GuarantorLender in their sole discretion pursuant to which it shall assume all such obligations, as applicable, in rights and duties under and to the case of the Maryland Property) shall be relieved of its obligations under such documents. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Notes Note and the Security Agreement. Notwithstanding anything As conditions to such assignment and assumption, Borrower shall (i) deliver to Lender an opinion of counsel in this Agreement form and substance and delivered by counsel satisfactory to Lender in its sole discretion stating, among other things, that such assumption agreement is enforceable against Borrower and the contrary, no other assumption fee shall be payable upon a transfer of the Note Successor Borrower in accordance with this Section 2.3.5(d)its terms and that the Note, but the Security Agreement and the other Loan Documents, as so assumed, are enforceable against Successor Borrower shall in accordance with their respective terms, and (ii) pay all costs and expenses incurred by Lendersthe Lender named herein, including Lenders’ reasonable attorneys’ fees and expenses and, if the Defeasance Event occurs after a Securitization, any fees and expenses of any Rating Agencies, incurred Lender or their agents in connection therewith. Any Successor Borrower may be an Affiliate with such assignment and assumption (including, without limitation, the review of Borrower or a defeasance consultant or similar service provider.the proposed transferee and the preparation of the assumption agreement and related

Successor Borrower. If Upon the Defeasance Event occurs after a Securitizationrelease of the Property in accordance with Section 2.5.1, Borrower (and/or Maryland Loan Guarantorshall assign all its obligations and rights under the Note, as applicabletogether with the pledged Defeasance Collateral, in the case of the Maryland Property) may, at its option, or if so required by the applicable Rating Agencies, shall, establish or designate to a successor entity (the “Successor Borrower”) which designated by LaSalle Bank National Association in its sole discretion. Such successor entity shall be a single purpose bankruptcy remote entity approved by entity, which shall not own any other assets or have any other liabilities or operate any other property (except in connection with other defeased loans held in the Rating Agencies same securitized loan pool with one (1) Independent Directorthe Loan), and Borrower (and/or Maryland Loan Guarantor, as applicable, shall execute an assumption agreement in the case of the Maryland Property) shall transfer form and assign all obligations, rights and duties under and substance reasonably satisfactory to the Notes (or each Defeased Note in the case of a defeasance of the Loan in part), together with the pledged Defeasance Collateral Lender pursuant to such Successor Borrower. Such Successor Borrower which it shall assume the Borrower’s obligations under the Notes (or each Defeased Note in the case of a defeasance of the Loan in part) and the Security Agreement and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall be relieved of its obligations under such documents. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Notes and the Defeasance Security Agreement. Notwithstanding anything As conditions to such assignments and assumption, Borrower shall (a) pay all reasonable costs and expenses incurred by Lender or its agents in this Agreement connection with such assignment and assumption (including, without limitation, the review of the proposed transferee and the preparation of the assumption agreement and related documentation), and (b) pay to the contraryservicer of this Note a defeasance processing fee in an amount not greater than $20,000, provided, notwithstanding anything to the contrary herein or in the other Loan Documents, no other assumption fee shall be payable upon a transfer of the Note by Borrower in accordance connection with this Section 2.3.5(d)such assumption. Upon such assumption, but Borrower shall pay all costs be relieved of its obligations hereunder, under the other Loan Documents and expenses incurred by Lendersunder the Defeasance Security Agreement, including Lenders’ reasonable attorneys’ fees with the sole exception of (A) representations and expenses andwarranties made in connection with the Defeasance Event, (B) the underlying obligation to effect the Defeasance Event, (C) any loss to Lender if the Defeasance Event occurs after a Securitizationis set aside, voided or rescinded and (D) any fees and expenses rights or obligations that are specifically intended to survive the repayment of any Rating Agenciesthe Loan or other payment, incurred in connection therewith. Any Successor Borrower may be an Affiliate satisfaction or termination of Borrower the Note, the Loan Documents or a defeasance consultant or similar service providerthe Defeasance Security Agreement.

Successor Borrower. If the In connection with a Total Defeasance Event occurs after a Securitizationor Partial Defeasance Event under this Section 2.8, Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) may, at its option, or if so required by the applicable Rating Agencies, shall, shall establish or designate a successor entity (the “Successor Borrower”) acceptable to Lender in its reasonable discretion, which shall be a single purpose bankruptcy remote entity approved by Special Purpose Entity, which shall not own any assets or have any liabilities or operate any property other than the Rating Agencies with one (1) Independent Director, and Borrower (and/or Maryland Loan GuarantorTotal Defeasance Collateral or Partial Defeasance Collateral, as applicable, applicable (except in connection with other defeased loans held in the case of same securitized loan pool with the Maryland Property) Loan). Borrower shall transfer and assign all obligations, rights and duties under and to the Notes (Note or each Defeased Note in (as applicable) and the case of a defeasance of the Loan in part)Security Agreement, together with the pledged Total Defeasance Collateral or Partial Defeasance Collateral (as applicable) to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Notes (Note or each Defeased Note in the case of a defeasance of the Loan in part(as applicable) and the Defeasance Security Agreement and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall be relieved of its obligations under such documents. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Notes Note and the Defeasance Security Agreement. Notwithstanding anything in this Agreement to the contrary, no other assumption fee shall be payable upon a transfer of the Note in accordance with this Section 2.3.5(d)2.8.3, but Borrower shall pay all costs and expenses incurred by LendersXxxxxx, including Lenders’ reasonable Xxxxxx’s attorneys’ fees and expenses and, if the Defeasance Event occurs after a Securitization, and any fees and expenses of any Approved Rating Agencies, incurred in connection therewith. Any Successor Borrower may be an Affiliate of Borrower or a defeasance consultant or similar service provider.

Successor Borrower. If the In connection with a Defeasance Event occurs after a Securitizationunder this Section 2.4, Borrower (and/or Maryland Loan Guarantorshall, as applicable, in the case of the Maryland Property) may, at its option, if reasonably required by Lender or if so required by the applicable Rating Agencies, shallBorrower elects to do so, establish or designate a successor entity (the “Successor Borrower”) which shall be a single purpose bankruptcy remote entity and which shall be reasonably approved by the Rating Agencies with one (1) Independent DirectorLender. Any such Successor Borrower may, and at Borrower’s option, be an Affiliate of Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) unless Lender shall reasonably require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Notes Note (or each in connection with a Total Defeasance Event) and under the Defeased Note (in the case of connection with a defeasance of the Loan in partPartial Defeasance Event), together with the pledged Total Defeasance Collateral or Partial Defeasance Collateral, as applicable, to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Notes Note (or each in connection with a Total Defeasance Event) and under the Defeased Note (in the case of connection with a defeasance of the Loan in partPartial Defeasance Event) and the Defeasance Security Agreement and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall be relieved of its obligations under such documents. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Notes and the Security Agreement. Notwithstanding anything in this Agreement to the contraryall reasonable, no other assumption fee shall be payable upon a transfer of the Note in accordance with this Section 2.3.5(d), but Borrower shall pay all out-of-pocket costs and expenses incurred by LendersLender, including Lenders’ Lender’s reasonable attorneys’ attorney’s fees and expenses and, if the Defeasance Event occurs after a Securitization, any fees and expenses of any Rating Agenciesexpenses, incurred in connection therewith. Any A different Successor Borrower may be an Affiliate of Borrower or a established for each defeasance consultant or similar service provider.consummated pursuant to this Agreement. Mezzanine Loan Agreement (Second Mezzanine)

Successor Borrower. If the In connection with any Defeasance Event occurs after a SecuritizationEvent, Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) may, at its option, or if so required by the applicable Rating Agencies, shall, establish or Lender shall designate a successor entity (the “Successor Borrower”) ), which shall be a single special purpose bankruptcy remote entity approved by the Rating Agencies entity, which shall not own any other assets or have any other liabilities or operate other property (except in connection with one (1) Independent Director, and Borrower (and/or Maryland Loan Guarantor, as applicable, other defeased loans held in the case of same securitized loan pool with the Maryland Property) Loan). Borrower shall transfer and assign all obligations, rights and duties under and to the Notes (or each Defeased Note in the case of a defeasance of the Loan in part)Note, together with the pledged Defeasance Collateral U.S. Obligations to such Successor Borrower. Such right to designate or establish the Successor Borrower or to purchase, or cause the purchase of, the U.S. Obligations as provided above, may be exercised by KeyBank National Association (“KeyBank”) in its sole discretion and shall be retained by KeyBank (and any successor or assign of KeyBank under a specific assignment of such retained rights separate and apart from a transfer or securitization of the Loan in whole or in part), notwithstanding any transfer or securitization of the Loan in whole or in part. Such Successor Borrower shall assume the obligations under the Notes (or each Defeased Note in the case of a defeasance of the Loan in part) and the Security Agreement and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall be relieved of its obligations under such documents. ; provided, however, that all references therein to “Property” shall be deemed to refer only to the U.S. Obligations purchased with the Defeasance Deposit delivered to Lender, and upon such transfer and assignment, Borrower shall pay $1,000 be relieved of its obligations under such documents, except with respect to any such Successor Borrower as consideration for assuming provisions therein which by their terms expressly survive repayment, defeasance or other satisfaction of the obligations under the Notes and the Security Agreement. Notwithstanding anything in this Agreement to the contrary, no other assumption fee shall be payable upon Loan or a transfer of the Note Property in connection with Lender’s exercise of its remedies under this Agreement and the other Loan Documents. As a condition to such assignment and assumption, Borrower shall deliver to Lender (a) an Additional Insolvency Opinion with respect to the Successor Borrower, and (b) an opinion or opinions of counsel in form and substance and delivered by counsel satisfactory to the applicable Rating Agencies and Lender in its discretion stating, among other things, that such assumption agreement is enforceable against Borrower and Successor Borrower in accordance with this Section 2.3.5(d), but its terms. Borrower shall pay all costs and expenses incurred by LendersLender, including Lenders’ reasonable Lender’s attorneys’ fees and expenses and, if the Defeasance Event occurs after a Securitization, and any fees and expenses of any Rating Agencies, incurred in connection therewith. Any Successor Borrower may be an Affiliate of Borrower or a defeasance consultant or similar service providerwith such assumption.

Successor Borrower. If Upon the Defeasance Event occurs after a Securitization, Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) may, at its 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 approved by the Rating Agencies with one (1) Independent Director, and Borrower (and/or Maryland Loan Guarantor, as applicable, in the case of the Maryland Property) shall transfer and assign all obligations, rights and duties under and to the Notes (or each Defeased Note in the case of a defeasance of the Loan in part)under this Section 2.4.2, Borrower may, or at the option of Lender shall, assign all of its Obligations, together with the pledged Defeasance Collateral Collateral, to a successor entity designated by Lender in its sole discretion (in each case, the “Successor Borrower”). Lender shall have the right to establish or designate the Successor Borrower and to purchase, or cause to be purchased, the Defeasance Collateral, which rights may be exercised in Lender’s sole discretion and shall be retained by the Lender named herein notwithstanding the transfer or securitization of the Loan. Such successor entity shall execute an assumption agreement in form and substance satisfactory to Lender in its sole discretion pursuant to which it shall assume Borrower’s Obligations and the Defeasance Security Agreement. As conditions to such Successor Borrower. Such Successor assignment and assumption, Borrower shall assume (i) deliver to Lender an opinion of counsel in form and substance and delivered by counsel satisfactory to Lender in its sole discretion stating, among other things, that such assumption agreement is enforceable against Borrower and such successor entity in accordance with its terms and that the obligations under Note, the Notes (or each Defeased Note in the case of a defeasance of the Loan in part) and the Defeasance Security Agreement and Borrower (and/or Maryland the other Loan GuarantorDocuments, as applicableso assumed, in the case of the Maryland Property) shall be relieved of its obligations under are enforceable against such documents. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Notes 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 successor entity in accordance with this Section 2.3.5(dtheir respective terms, and (ii) pay all 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 agreement and related documentation). Additionally, but Borrower shall pay all costs and expenses incurred by LendersSuccessor Borrower, including Lenders’ reasonable attorneys’ fees and expenses and, if the Defeasance Event occurs after a Securitization, any fees and expenses of any Rating Agenciesexpenses, incurred in connection therewith. Any In connection with a transfer of the Defeasance Collateral to the Successor Borrower, Borrower may shall, as a condition to such defeasance, deliver or cause to be an Affiliate delivered a non-consolidation opinion in form and substance, and from counsel, satisfactory to Lender and the Rating Agencies. Upon such assumption, Borrower shall be relieved of Borrower its Obligations hereunder, under the other Loan Documents and under the Defeasance Security Agreement other than those Obligations which are specifically intended to survive the termination, satisfaction or a defeasance consultant assignment of this Agreement or similar service providerthe exercise of Lender’s rights and remedies hereunder.

Successor Borrower. If Upon the Defeasance Event occurs after a Securitizationdefeasance of the Loan under this Section 2.4.2, Borrower (and/or Maryland Loan GuarantorBorrowers may, as applicableor at option of Lender shall, in the case of the Maryland Property) maya Full Defeasance, at assign all of its optionObligations, 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 approved by the Rating Agencies with one (1) Independent Director, and Borrower (and/or Maryland Loan Guarantor, as applicableor, in the case of the Maryland Property) shall transfer and a Partial Defeasance, assign all obligations, rights and duties of its Obligations under and to the Notes (or each associated Defeased Note in and the case of a defeasance of the other Loan in part)Documents, together with the pledged Defeasance Collateral Collateral, to such a newly-created successor entity, which entity shall be a single purpose, bankruptcy remote entity and which entity shall be designated or established by Lender, or at Lender’s option, designated by Borrowers and approved by Lender (in each case, the “Successor Borrower”). Lender shall also have the right to purchase on behalf of Borrower, or cause to be purchased on behalf of Borrower, the pledged Defeasance Deposit, which rights may be exercised in Lender’s sole discretion and shall be retained by the Lender named herein notwithstanding the transfer or securitization of the Loan. Such Successor Borrower shall assume the obligations under the Notes (Note or each the Defeased Note in the case of a defeasance of the Loan in part(as applicable) and the any Security Agreement and Borrower (and/or Maryland Loan Guarantorshall be bound by and obligated under Sections 2.3, 10.1, 4.19, 4.27, 4.31, 8.2 and 10.16 of this Agreement only as applicable, in to the case applicable portion of the Maryland Debt; provided, however, that, with respect to such Successor Borrower only, all references herein and therein to “Property) ” shall be relieved deemed to refer only to the Defeasance Collateral and the U.S. Obligations purchased with the Defeasance Collateral delivered to Lender, and Borrower shall be relieved, solely to the extent so assumed by such Successor Borrower, of its obligations under such documents. Borrower shall pay $1,000 , except with respect to any such Successor Borrower as consideration for assuming provisions therein which by their terms expressly survive payment a repayment, defeasance or other satisfaction of the obligations under the Notes and the Security Agreement. Notwithstanding anything in this Agreement to the contrary, no other assumption fee shall be payable upon Loan or a transfer of any portion of the Note Property in connection with Lender’s exercise of its remedies under this Agreement and the other Loan Documents. As conditions to such assignment and assumption, Borrowers shall (i) deliver to Lender an opinion of counsel in form and substance and delivered by counsel satisfactory to Lender in its reasonable discretion stating, among other things, that such assumption agreement is enforceable against Borrowers and such successor entity in accordance with this Section 2.3.5(d)its terms and that the Note, but Borrower shall the Defeasance Security Agreement and the other Loan Documents, as so assumed, are enforceable against such successor entity in accordance with their respective terms, and (ii) pay all reasonable out of pocket costs and expenses incurred by LendersLender 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 agreement and related documentation). Additionally, Borrowers shall pay all reasonable out of pocket costs and expenses incurred by Successor Borrower, including Lenders’ reasonable attorneys’ fees and expenses and, if the Defeasance Event occurs after a Securitization, any fees and expenses of any Rating Agenciesexpenses, incurred in connection therewith. Any In connection with a transfer of the Defeasance Collateral to the Successor Borrower may Borrower, Borrowers shall, as a condition to such defeasance, if required by the applicable Rating Agencies, deliver or cause to be an Affiliate delivered a non-consolidation opinion in form and substance satisfactory to Lender and the Rating Agencies. Upon such assumption, Borrowers shall be relieved under the other Loan Documents and under the Defeasance Security Agreement other than those Obligations which are specifically intended to survive the termination, satisfaction or assignment of Borrower this Agreement or a defeasance consultant or similar service providerthe exercise of Lender’s rights and remedies hereunder.

Successor Borrower. If Upon the Defeasance Event occurs after a Securitizationdefeasance of the Loan under this Section 2.4.2, Borrower (and/or Maryland Loan GuarantorBorrowers may, as applicableor at the option of Lender shall, in the case of the Maryland Property) maya Full Defeasance, at assign all of its optionObligations, 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 approved by the Rating Agencies with one (1) Independent Director, and Borrower (and/or Maryland Loan Guarantor, as applicableor, in the case of the Maryland Property) shall transfer and a Partial Defeasance, assign all obligations, rights and duties of its Obligations under and to the Notes (or each associated Defeased Note in the case of a defeasance of the Loan in part)Note, together with the pledged Defeasance Collateral Collateral, to a successor entity designated by Lender in its sole discretion or, at the option of Lender, designated by Borrowers and approved by Lender (in each case, the “Successor Borrower”). Lender shall have the right to establish or designate the Successor Borrower and to purchase, or cause to be purchased, the Defeasance Collateral, which rights may be exercised in Lender’s sole discretion and shall be retained by the Lender named herein notwithstanding the transfer or securitization of the Loan. Such successor entity shall execute an assumption agreement in form and substance reasonably satisfactory to Lender pursuant to which it shall assume Borrowers’ Obligations and the Defeasance Security Agreement. As conditions to such Successor Borrower. Such Successor Borrower assignment and assumption, Borrowers Table of Contents shall assume (i) deliver to Lender an opinion of counsel in form and substance and delivered by counsel satisfactory to Lender in its reasonable discretion stating, among other things, that such assumption agreement is enforceable against Borrowers and such successor entity in accordance with its terms and that the obligations under Note, the Notes (or each Defeased Note in the case of a defeasance of the Loan in part) and the Defeasance Security Agreement and Borrower (and/or Maryland the other Loan GuarantorDocuments, as applicableso assumed, in the case of the Maryland Property) shall be relieved of its obligations under are enforceable against such documents. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Notes 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 successor entity in accordance with this Section 2.3.5(d)their respective terms, but Borrower shall and (ii) pay all out-of-pocket costs and expenses incurred by LendersLender 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 agreement and related documentation). Additionally, Borrowers shall pay all out-of-pocket costs and expenses incurred by Successor Borrower, including Lenders’ reasonable attorneys’ fees and expenses and, if the Defeasance Event occurs after a Securitization, any fees and expenses of any Rating Agenciesexpenses, incurred in connection therewith. Any In connection with a transfer of the Defeasance Collateral to the Successor Borrower may Borrower, Borrowers shall, as a condition to such defeasance, deliver or cause to be an Affiliate delivered a non-consolidation opinion in form and substance reasonably satisfactory to Lender and the Rating Agencies. Upon such assumption, Borrowers shall be relieved of Borrower their Obligations hereunder, under the other Loan Documents and under the Defeasance Security Agreement other than those Obligations which are specifically intended to survive the termination, satisfaction or a defeasance consultant assignment of this Agreement or similar service providerthe exercise of Lender’s rights and remedies hereunder.