Common use of Successor Borrower Clause in Contracts

Successor Borrower. In connection with a Defeasance Event under this Section 2.5, Borrower shall, if required by the Rating Agencies 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. Any such Successor Borrower may, at Borrower's option, be an Affiliate of Borrower unless the Rating Agencies shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Note, together with the Defeasance Collateral to such Successor Borrower; provided, however, fee title to the Property shall not be transferred 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 a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower shall pay all costs and expenses incurred by Lender, including Lender's reasonable out-of-pocket attorney's fees and expenses, incurred in connection therewith.

Successor Borrower. In connection with a Defeasance Event under this Section 2.5, Borrower shall, if required by the Rating Agencies or if Borrower elects to do so, establish or designate a successor entity (the "SUCCESSOR BORROWER"“Successor Borrower”) which shall be a single purpose bankruptcy remote entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower's ’s option, be an Affiliate of Borrower unless the Rating Agencies shall require otherwiseBorrower. Borrower shall transfer and assign all obligations, rights and duties under and to the Note or the Defeased Note, as applicable, together with the Total Defeasance Collateral to such Successor Borrower; providedor Partial Defeasance Collateral, howeveras applicable, fee title to the Property shall not be transferred to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note or the Defeased Note, as applicable, and the Defeasance Security Agreement and Borrower shall be relieved of its obligations under such documents. Borrower shall pay a minimum documents except to the extent of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreementcross-collateralization required hereunder. Borrower shall pay all reasonable out-of-pocket costs and expenses incurred by Lender, including Lender's reasonable out-of-pocket ’s attorney's ’s fees and expenses, incurred in connection therewith.

Successor Borrower. In connection with a Defeasance Event under this Section 2.52.3.3, Borrower shall, if required by the Rating Agencies or if Borrower elects elect to do so, establish or designate a successor entity (the "SUCCESSOR BORROWERSuccessor Borrower") which shall be a single purpose bankruptcy remote entity Single Purpose Bankruptcy Remote Entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower's option, be an Affiliate of Borrower unless the Rating Agencies shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Note, together with the Defeasance Collateral to such Successor Borrower; provided, however, fee title to the Property shall not be transferred 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 documentsthe Debt and the Loan Documents (other than those obligations which are expressly stated to survive the payment in full of the Loan). Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security AgreementAgreement (unless such requirement shall be waived by the applicable Rating Agencies). Borrower shall pay all costs and expenses incurred by Lender, including Lender's reasonable out-of-pocket attorney's fees and expenses, incurred in connection therewith.

Successor Borrower. In connection with a any Defeasance Event under this Section 2.5Event, Borrower shallmay or, if required by at the request of the Rating Agencies or if Borrower elects to do soAgencies, shall establish or designate a successor entity (the "SUCCESSOR BORROWER"“Successor Borrower”) which shall be a single purpose bankruptcy remote entity with an Independent Manager, and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower's option, be an Affiliate of Borrower unless the Rating Agencies shall require otherwise. Borrower shall transfer and assign all of Borrower’s obligations, rights and duties under and to the Note, together with Borrower’s interest in the Defeasance Collateral pledged U.S. Obligations to such Successor Borrower; provided, however, fee title to the Property shall not . Any Successor Borrower may be transferred to such Successor an Affiliate of Borrower. Such Successor Borrower shall assume the obligations of Borrower under the Note and the Security Agreement and Borrower shall be relieved of its obligations under such documentsdocuments and the other Loan Documents. Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations of Borrower 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 2.7.2, but Borrower shall pay all out-of-pocket costs and expenses reasonably incurred by Lender, including Lender's ’s reasonable out-of-pocket attorney's attorneys’ fees and expenses, incurred in connection therewith.

Successor Borrower. In connection with a Defeasance Event under this Section 2.52.3.3, Borrower shall, if required by the Rating Agencies or if Borrower elects to do so, establish or designate a successor entity (the "SUCCESSOR BORROWER"“Successor Borrower”) which shall be a single purpose bankruptcy remote entity Single Purpose Bankruptcy Remote Entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower's ’s option, be an Affiliate of Borrower unless the Rating Agencies shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Note, together with the Defeasance Collateral to such Successor Borrower; provided, however, fee title to the Property shall not be transferred 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 documentsthe Debt and the Loan Documents (other than those obligations which are expressly stated to survive the payment in full of the Loan). Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security AgreementAgreement (unless such requirement shall be waived by the applicable Rating Agencies). Borrower shall pay all costs and expenses incurred by Lender, including Lender's reasonable out-of-pocket ’s attorney's ’s fees and expenses, incurred in connection therewith.

Successor Borrower. In connection with a any Defeasance Event under this Section 2.5Event, Borrower shall, if required by the Rating Agencies or if Borrower elects to do so, shall establish or designate a successor entity (the "SUCCESSOR BORROWER"“Successor Borrower”) acceptable to Lender in its reasonable discretion, which shall be a single special purpose bankruptcy remote entity and entity, which shall be approved by not own any other assets or have any other liabilities or operate other property (except in connection with other defeased loans held in the Rating Agencies. Any such Successor Borrower may, at Borrower's option, be an Affiliate of Borrower unless same securitized loan pool with the Rating Agencies shall require otherwiseLoan). Borrower shall transfer and assign all obligations, rights and duties under and to the Note, together with the Defeasance Collateral to such Successor Borrower; provided, however, fee title to the Property shall not be transferred 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, 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 a minimum of $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 reasonable out-of-pocket attorney's ’s attorneys’ fees and expensesexpenses and any fees and expenses of any Rating Agencies, incurred in connection therewith.

Successor Borrower. In connection with a Total Defeasance Event or Partial Defeasance under this Section 2.5, Borrower shall, if required by the Rating Agencies or if Borrower elects to do so, shall establish or designate a successor entity (the "SUCCESSOR BORROWER"“Successor Borrower”) which shall be a single purpose bankruptcy remote entity and which shall be approved by Lender that is not directly or indirectly owned by Borrower, provided, however, the Rating Agencies. Any such Successor Borrower may, at Borrower's option, may be an Affiliate of Borrower unless the Rating Agencies shall require otherwisedirectly or indirectly owned by Host and/or HMC. Borrower shall transfer and assign all obligations, rights and duties under and to the Note or the Defeased Note, as applicable, together with the Total Defeasance Collateral to such Successor Borrower; providedor the Partial Defeasance Collateral, howeveras applicable, fee title to the Property shall not be transferred 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 a minimum of $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. Borrower shall pay all costs and expenses incurred by Lender, including Lender's reasonable out-of-pocket ’s attorney's ’s fees and expenses, incurred in connection therewith.

Successor Borrower. In connection with a Defeasance Event under this Section 2.5Event, Borrower shallshall establish a successor entity designated by Lender or, if required at Lender’s option, a successor entity designated by Borrower (in each case, a “Successor Borrower”) which (a) shall be a single purpose, bankruptcy remote entity under criteria established by the Rating Agencies or if Borrower elects to do so, establish or designate a successor entity and (the "SUCCESSOR BORROWER"b) which shall be a single purpose bankruptcy remote entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower's ’s option, be an Affiliate of Borrower unless the Rating Agencies shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties obligations under and to the Note, and the Defeasance Security Agreement, together with the Defeasance Collateral to such Successor Borrower; providedCollateral, however, fee title to the Property shall not be transferred to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Defeasance Security Agreement and Borrower shall be relieved of its obligations under such documents. Borrower shall pay a minimum of One Thousand and No/100 Dollars ($1,000 1,000) to any such Successor Borrower as consideration for assuming the obligations under the Note and the Defeasance Security Agreement. Borrower shall pay (i) all reasonable fees, costs and expenses incurred by LenderLender in connection therewith and (ii) all fees, including Lender's reasonable out-of-pocket attorney's fees costs and expenses, expenses incurred by the Rating Agencies in connection therewith.

Successor Borrower. In connection with a Defeasance Event under this Section 2.52.3.3, Borrower shall, if required by the Rating Agencies or if Borrower elects to do so, establish or shall designate an Affiliate of Lender as a successor entity (the "SUCCESSOR BORROWERSuccessor Borrower") which shall be a single purpose bankruptcy remote entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower's option, be an Affiliate of Borrower unless the Rating Agencies shall require otherwiseSpecial Purpose Bankruptcy Remote Entity. Borrower shall transfer and assign all obligations, rights and duties under and to the defeased Note, together with the Defeasance Collateral to such Successor Borrower; provided, however, fee title to the Property shall not be transferred 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 a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. As a condition to such assignment and assumption, Borrower shall 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 Note and the Security Agreement, as so assumed, are enforceable against such successor entity in accordance with their respective terms. Borrower shall pay all costs and expenses incurred by Lender, including Lender's reasonable out-of-pocket attorney's fees and expenses, incurred in connection therewith.

Successor Borrower. In connection with a Defeasance Event under this Section 2.52.3.3, Borrower Borrowers shall, if required by the Rating Agencies or if Borrower elects Borrowers elect to do so, establish or designate a successor entity (the "SUCCESSOR BORROWERSuccessor Borrower") which shall be a single purpose bankruptcy remote entity Single Purpose Bankruptcy Remote Entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower's Borrowers’ option, be an Affiliate of Borrower Borrowers unless the Rating Agencies shall require otherwise. Borrower Borrowers shall transfer and assign all obligations, rights and duties under and to the Note, together with the Defeasance Collateral to such Successor Borrower; provided, however, fee title to the Property shall not be transferred to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security Agreement and Borrower Borrowers shall be relieved of its their obligations under such documentsthe Debt and the Loan Documents (other than those obligations which are expressly stated to survive the payment in full of the Loan). Borrower Borrowers shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security AgreementAgreement (unless such requirement shall be waived by the applicable Rating Agencies). Borrower Borrowers shall pay all costs and expenses incurred by Lender, including Lender's reasonable out-of-pocket ’s attorney's ’s fees and expenses, incurred in connection therewith.

Successor Borrower. In connection with a Defeasance Event under this Section 2.52.3.3, Borrower shall, if required by the Rating Agencies 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 Special Purpose Bankruptcy Remote Entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower's option, be an Affiliate of Borrower unless the Rating Agencies shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Note, together with the Defeasance Collateral to such Successor Borrower; provided, however, fee title to the Property shall not be transferred 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 a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower shall pay all costs and expenses incurred by Lender, including Lender's reasonable out-of-pocket attorney's fees and expenses, incurred in connection therewith.

Successor Borrower. In connection with a Defeasance Event under this Section 2.5, Borrower shall, if required by the Rating Agencies or if Borrower elects to do so, establish or designate a successor entity (the "SUCCESSOR BORROWER"“Successor Borrower”) which shall be a single purpose bankruptcy remote entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower's ’s option, be an Affiliate of Borrower unless the Rating Agencies shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Note or the Defeased Note, as applicable, together with the Defeasance Collateral to such Successor Borrower; provided, however, fee title to the Property shall not be transferred 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 a minimum of One Thousand and No/100 Dollars ($1,000 1,000.00) to any such Successor Borrower as consideration for assuming the obligations under the Note or the Defeased Note, as applicable, and the Security Agreement. Borrower shall pay all costs and expenses actually incurred by Lender, including Lender's ’s reasonable out-of-pocket attorney's ’s fees and expenses, actually incurred in connection therewith.

Successor Borrower. In connection with a Defeasance Event under this Section 2.5Event, Borrower shallshall establish a successor entity reasonably acceptable to Lender (a "Successor Borrower") which (a) shall be a single purpose, if required bankruptcy remote entity under criteria established by the Rating Agencies or if Borrower elects to do so, establish or designate a successor entity and (the "SUCCESSOR BORROWER"b) which shall be a single purpose bankruptcy remote entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower's option, be an Affiliate of Borrower unless the Rating Agencies shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties obligations under and to the NoteNote and the Defeasance Security Agreement, together with the Defeasance Collateral to such Successor Borrower; providedCollateral, however, fee title to the Property shall not be transferred to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Defeasance Security Agreement and Borrower shall be relieved of its obligations under such documents. Borrower shall pay a minimum of One Thousand and No/l00 Dollars ($1,000 1,000) to any such Successor Borrower as consideration for assuming the obligations under the Note and the Defeasance Security Agreement. Borrower shall pay all costs and expenses incurred by Lender, including Lender's reasonable out-of-pocket attorney's fees fees, costs and expenses, expenses incurred by Lender and the Rating Agencies in connection therewith.

Successor Borrower. In connection with a Defeasance Event total or partial defeasance under this Section 2.5Article VI, Borrower shall, if required by the Rating Agencies or if Borrower elects to do soAgencies, establish or designate a successor entity (the "SUCCESSOR BORROWERSuccessor Borrower") which shall be a single purpose bankruptcy remote entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower's option, be an Affiliate affiliate of Borrower unless the Rating Agencies shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to this Note or the Defeased Note, as applicable, together with the Total Defeasance Collateral to such Successor Borrower; providedor the Partial Defeasance Collateral, howeveras applicable, fee title to the Property shall not be transferred to such Successor Borrower. Such Successor Borrower shall assume the obligations under this Note or the Note Defeased Note, as applicable, and the Security Agreement and Borrower 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 this Note or the Note Defeased Note, as applicable, and the Security Agreement. , Borrower shall pay all costs and expenses incurred by Lender, including Lender's reasonable out-of-pocket attorney's fees and expenses, incurred in connection therewithi▇ ▇▇▇▇ection there▇▇▇▇.