Common use of Successor Borrower Clause in Contracts

Successor Borrower. (a) In connection with a Defeasance Event, Borrower may at its option, or if so required by the applicable Rating Agencies, shall, establish or designate a successor entity (the “Successor Borrower”), which Successor Borrower shall be a single purpose bankruptcy remote entity with one (1) Independent Manager approved by the Rating Agencies, who 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 same Securitization with the Loan), and Borrower shall transfer and assign all obligations, rights and duties under and to the Note, together with the pledged U.S. Obligations, to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security Agreement and Borrower shall be relieved of its obligations under such documents. Borrower shall pay $1,000.00 to such Successor Borrower as consideration for assuming the obligations under the 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 2.5.3, but Borrower shall pay all costs and expenses incurred by Lender, including Lender’s attorneys’ fees and expenses, and any fees and expenses of any Rating Agencies, incurred in connection therewith.

Successor Borrower. (a) In connection with any release of a Defeasance EventLien under SECTION 2.8 or SECTION 2.9, Borrower may at its option, or if so required by the applicable Rating Agencies, shall, Lender shall establish or designate a successor entity (the “Successor Borrower”), "SUCCESSOR BORROWER") which Successor Borrower shall be a single purpose bankruptcy remote entity with one (1) Independent Manager approved by the Rating Agencies, who 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 same Securitization with the Loan)Lender, and Borrower shall transfer and assign all obligations, rights and duties under and to the NoteMortgage Note (in the event of a Release pursuant to SECTION 2.8) or the Defeased Note (in the event of a Release pursuant to SECTION 2.9), as applicable, together with the pledged U.S. Obligations, Obligations to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Mortgage Note or the Defeased Note, as applicable, and the Defeasance Security Agreement and Borrower shall be relieved of its obligations under such documents. The Borrower shall pay $1,000.00 1,000 to any such Successor Borrower as consideration for assuming the obligations under the Mortgage Note or the Defeased Note, as applicable, 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 Mortgage Note in accordance with this Section 2.5.3SECTION 2.12, but Borrower shall pay all costs and expenses incurred by Lender, including Lender’s 's attorneys’ ' fees and expenses, and any fees and expenses of any Rating Agencies, incurred in connection therewith.

Successor Borrower. (a) In connection with a any Defeasance Event, Borrower 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 Successor Borrower shall be a single special purpose bankruptcy remote entity with one (1) Independent Manager approved by the Rating Agenciesentity, who 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 same Securitization securitized loan pool with the Loan), and . Borrower shall transfer and assign all obligations, rights and duties under and to the Note, together with the pledged U.S. Obligations, Obligations to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security Agreement and Borrower shall be relieved of its obligations under such documents, and each of Guarantor and Master Tenant shall be released from its obligations under the other Loan Documents, except with respect to matters occurring prior to such release. Borrower shall pay $1,000.00 1,000 to any such Successor Borrower as consideration for assuming the obligations under the 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 2.5.3, but Borrower shall pay all costs and expenses incurred by Lender, including Lender’s attorneys’ fees and expenses, expenses and any fees and expenses of any Rating Agencies, incurred in connection therewith.

Successor Borrower. (a) In connection with a any Defeasance Event, Borrower 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 Successor Borrower shall be a single purpose bankruptcy remote entity with one (1) Independent Manager approved by the Rating AgenciesSpecial Purpose Entity, who 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 same Securitization securitized loan pool with the Loan), and . Borrower shall transfer and assign all obligations, rights and duties under and to the Note, together with the pledged U.S. Obligations, Obligations to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security Agreement and Borrower shall be relieved of its obligations under such documents, and each of Guarantor and Master Lessee shall be released from its obligations under the other Loan Documents, except with respect to matters occurring prior to such release. Borrower shall pay $1,000.00 1,000 to any such Successor Borrower as consideration for assuming the obligations under the 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 2.5.3, but Borrower shall pay all costs and expenses incurred by Lender, including Lender’s attorneys’ fees and expenses, expenses and any fees and expenses of any Rating Agencies, incurred in connection therewith.

Successor Borrower. (a) In connection with any release of a Defeasance EventLien under Section 2.4.1, Borrower may at its option, or if so required by the applicable Rating Agencies, shall, Administrative Agent shall establish or designate a successor entity (the “Successor Borrower”), which Successor Borrower shall be a single purpose bankruptcy remote entity with one (1the "SUCCESSOR BORROWER") Independent Manager approved by the Rating Agencies, who 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 same Securitization with the Loan), and Borrower shall transfer and assign all obligations, rights and duties under and to the Note, Notes together with the pledged U.S. Obligations, Obligations to such Successor Borrower. The obligation of Administrative Agent to establish or designate a Successor Borrower shall be retained by Administrative Agent notwithstanding the sale or transfer of this Agreement unless such obligation is specifically assumed by the transferee. Such Successor Borrower shall assume the obligations under the Note Notes and the Defeasance Security Agreement and Borrower shall be relieved of its obligations under such documentsdocuments and all other Loan Documents (except to the extent specifically set forth therein) from and after the date of the assumption by the Successor Borrower. Borrower shall pay $1,000.00 1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note Notes 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 Notes in accordance with this Section 2.5.32.4.2, but Borrower shall pay all costs and expenses incurred by Lenderreasonable out-of-pocket costs, including Lender’s attorneys’ fees and expenses, and any including, without limitation, attorneys' fees and expenses of any Rating Agenciesexpenses, incurred by Administrative Agent in connection therewith.

Successor Borrower. (a) In connection with a any Defeasance Event, Borrower 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 Successor Borrower shall be a single purpose bankruptcy remote entity with one (1) Independent Manager approved by the Rating AgenciesSpecial Purpose Entity, who 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 same Securitization securitized loan pool with the Loan), and . Borrower shall transfer and assign all obligations, rights and duties under and to the NoteNote or the Defeased Note (as applicable), together with the pledged U.S. Obligations, Obligations 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. Borrower shall pay One Thousand and 00/100 Dollars ($1,000.00 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 2.5.32.4.3, but Borrower shall pay all costs and expenses incurred by Lender, including Lender’s attorneys’ fees and expenses, expenses and any fees and expenses of any Rating Agencies, incurred in connection therewith.

Successor Borrower. (a) In connection with a any Defeasance Event, Borrower may at its option, or if so required by the applicable Rating Agencies, shall, establish or designate a successor entity (the “Successor Borrower”)) acceptable to Lender in its reasonable discretion, which Successor Borrower shall be a single purpose bankruptcy remote entity with one (1) Independent Manager approved by the Rating AgenciesSpecial Purpose Entity, who 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 same Securitization securitized loan pool with the Loan), and . Borrower shall transfer and assign all obligations, rights and duties under and to the Note, together with the pledged U.S. Obligations, Obligations to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security Agreement and Borrower shall be relieved of its obligations under such documents. Borrower shall pay $1,000.00 1,000 to any such Successor Borrower as consideration for assuming the obligations under the 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 2.5.3, but Borrower shall pay all costs and expenses incurred by LenderXxxxxx, including LenderXxxxxx’s attorneys’ fees and expenses, expenses and any fees and expenses of any Approved Rating Agencies, incurred in connection therewith.

Successor Borrower. (a) In connection with a any Defeasance Event, Borrower may at its option, or if so required by the applicable Rating Agencies, shall, establish or designate a successor entity (the “Successor Borrower”)) acceptable to Lender in its reasonable discretion, which Successor Borrower shall be a single purpose bankruptcy remote entity with one (1) Independent Manager approved by the Rating AgenciesSpecial Purpose Entity, who 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 same Securitization securitized loan pool with the Loan), and . Borrower shall transfer and assign all obligations, rights and duties under and to the Note, together with the pledged U.S. Obligations, Obligations to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security Agreement and Borrower shall be relieved of its obligations under such documents. Borrower shall pay $1,000.00 1,000 to any such Successor Borrower as consideration for assuming the obligations under the 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 2.5.3. Without duplication of any amounts paid by Borrower as a part of the Defeasance Deposit, but Borrower shall pay all reasonable third party out-of-pocket costs and expenses incurred by Lender, including Lender’s reasonable attorneys’ fees and expenses, expenses and any such fees and expenses of any Approved Rating Agencies, incurred in connection therewith.