Common use of Successor Borrower Clause in Contracts

Successor Borrower. (a) In connection with a Defeasance Event, Borrowers may at their option, or if so required by the applicable Rating Agencies, shall, establish or designate a successor entity (the “Successor Borrower”), which Successor Borrower shall be a single purpose bankruptcy remote entity with one (1) Independent Director 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 Borrowers shall transfer and assign all obligations, rights and duties under and to the Notes, together with the pledged U.S. Obligations, to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Notes and the Security Agreement and Borrowers shall be relieved of their obligations under such documents. Borrowers shall pay $1,000.00 to 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 Notes in accordance with this Section 2.5.3, but Borrowers 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. (b) Borrowers shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations under the Notes and the Security Agreement arising from and after the Defeasance Date pursuant to an assignment and assumption agreement in form and substance satisfactory to a prudent lender. As a condition to such assignment and assumption, Successor Borrower shall deliver to Lender one or more opinions of counsel in form and substance and delivered by counsel satisfactory to a prudent lender, stating among other things: (i) that such assignment and assumption agreement and related documents are enforceable against Successor Borrower in accordance with their respective terms, (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (iv) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including the review of the proposed transferee and the preparation of the assumption agreement and related documentation).

Successor Borrower. (a) In connection with a Defeasance EventUpon the defeasance of the Loan under this Section 2.4.2, Borrowers may at their optionBorrower may, or if so required by at the applicable Rating Agencies, option of Lender shall, establish or designate assign all of its Obligations, together with the pledged Defeasance Collateral, to a successor entity designated by Borrower and approved by Lender (in each case, the “Successor Borrower”), which Successor Borrower shall be a single purpose bankruptcy remote entity with one (1) Independent Director 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 Borrowers shall transfer and assign all obligations, rights and duties under and to the Notes, together with the pledged U.S. Obligations, to such Successor Borrower. Such Successor Borrower successor entity shall assume the obligations under the Notes and the Security Agreement and Borrowers shall be relieved of their obligations under such documents. Borrowers shall pay $1,000.00 to 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 Notes in accordance with this Section 2.5.3, but Borrowers 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. (b) Borrowers shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations under the Notes and the Security Agreement arising from and after the Defeasance Date pursuant to execute an assignment and assumption agreement in form and substance satisfactory to a prudent lenderLender in its sole discretion pursuant to which it shall assume Borrower’s Obligations and the Defeasance Security Agreement. As a condition conditions to such assignment and assumption, Successor Borrower shall (i) deliver to Lender one or more opinions an opinion of counsel in form and substance and delivered by counsel satisfactory to a prudent lenderLender in its sole discretion stating, stating among other things: (i) , that such assignment and assumption agreement is enforceable against Borrower and related documents such successor entity in accordance with its terms and that the Note, the Defeasance Security Agreement and the other Loan Documents, as so assumed, are enforceable against Successor Borrower such successor entity in accordance with their respective terms, and (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (iv) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including including, without limitation, the review of the proposed transferee and the preparation of the assumption agreement and related documentation). Additionally, Borrower shall pay all costs and expenses incurred by Successor Borrower, including attorneys’ fees and expenses, incurred in connection therewith. In connection with a transfer of the Defeasance Collateral to the Successor Borrower, Borrower shall, as a condition to such defeasance, deliver or cause to be delivered a non-consolidation opinion in form and substance satisfactory to Lender and the Rating Agencies. Upon such assumption, Borrower shall be relieved of 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 assignment of this Agreement or the exercise of Lender’s rights and remedies hereunder.

Successor Borrower. (a) In connection with a Defeasance EventUpon the defeasance of the Loan under this Section 2.4.2, Borrowers may at their optionBorrower may, or if so required by at the applicable Rating Agencies, option of Lender shall, establish or designate assign all of its Obligations, together with the pledged Defeasance Collateral, to a successor entity designated by Borrower and approved by Lender (in each case, the “Successor Borrower”), which Successor Borrower shall be a single purpose bankruptcy remote entity with one (1) Independent Director 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 Borrowers shall transfer and assign all obligations, rights and duties under and to the Notes, together with the pledged U.S. Obligations, to such Successor Borrower. Such Successor Borrower successor entity shall assume the obligations under the Notes and the Security Agreement and Borrowers shall be relieved of their obligations under such documents. Borrowers shall pay $1,000.00 to 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 Notes in accordance with this Section 2.5.3, but Borrowers 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. (b) Borrowers shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations under the Notes and the Security Agreement arising from and after the Defeasance Date pursuant to execute an assignment and assumption agreement in form and substance satisfactory to a prudent lenderLender in its sole discretion pursuant to which it shall assume Borrower’s Obligations and the Defeasance Security Agreement. As a condition conditions to such assignment and assumption, Successor Borrower shall (i) deliver to Lender one or more opinions an opinion of counsel in form and substance and delivered by counsel satisfactory to a prudent lenderLender in its sole discretion stating, stating among other things: (i) , that such assignment and assumption agreement is enforceable against Borrower and related documents such successor entity in accordance with its terms and that the Note, the Defeasance Security Agreement and the other Loan Documents, as so assumed, are enforceable against Successor Borrower such successor entity in accordance with their respective terms, and (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (iv) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including including, without limitation, the review of the proposed transferee and the preparation of the assumption agreement and related documentation). Additionally, Borrower shall pay all costs and expenses incurred by Successor Borrower, including attorneys’ fees and expenses, incurred in connection therewith. Upon such assumption, Borrower shall be relieved of 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 assignment of this Agreement or the exercise of Lender’s rights and remedies hereunder.

Successor Borrower. (a) In connection with a Defeasance EventUpon the defeasance of the Loan under this Section 2.4.2, Borrowers may at their optionBorrower may, or if so required by at the applicable Rating Agencies, option of Lender shall, establish or designate assign all of its Obligations, together with the pledged Defeasance 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 Successor Borrower rights may be exercised in Lender’s sole discretion and shall be a single purpose bankruptcy remote entity with one (1) Independent Director approved retained by the Rating Agencies, who shall not own any other assets Lender named herein notwithstanding the transfer or have any other liabilities or operate any other property (except in connection with other defeased loans held in the same Securitization with securitization of the Loan), and Borrowers shall transfer and assign all obligations, rights and duties under and to the Notes, together with the pledged U.S. Obligations, to such Successor Borrower. Such Successor Borrower successor entity shall assume the obligations under the Notes and the Security Agreement and Borrowers shall be relieved of their obligations under such documents. Borrowers shall pay $1,000.00 to 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 Notes in accordance with this Section 2.5.3, but Borrowers 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. (b) Borrowers shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations under the Notes and the Security Agreement arising from and after the Defeasance Date pursuant to execute an assignment and assumption agreement in form and substance satisfactory to a prudent lenderLender in its sole discretion pursuant to which it shall assume Borrower’s Obligations and the Defeasance Security Agreement. As a condition conditions to such assignment and assumption, Successor Borrower shall (i) deliver to Lender one or more opinions an opinion of counsel in form and substance and delivered by counsel satisfactory to a prudent lenderLender in its reasonable discretion stating, stating among other things: (i) , that such assignment and assumption agreement is enforceable against Borrower and related documents such successor entity in accordance with its terms and that the Note, the Defeasance Security Agreement and the other Loan Documents, as so assumed, are enforceable against Successor Borrower such successor entity in accordance with their respective terms, and (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (iv) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including including, without limitation, the review of the proposed transferee and the preparation of the assumption agreement and related documentation). Additionally, Borrower shall pay all costs and expenses incurred by Successor Borrower, including attorneys’ fees and expenses, incurred in connection therewith. In connection with a transfer of the Defeasance Collateral to the Successor Borrower, if requested by Lender, Borrower shall, as a condition to such defeasance, deliver or cause to be 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 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 assignment of this Agreement or the exercise of Lender’s rights and remedies hereunder.

Successor Borrower. (a) In connection with a any Defeasance Event or Partial Defeasance Event, Borrowers may at their option, or if so required by the applicable Rating Agencies, shall, establish or Lender shall designate a successor entity (the “Successor Borrower”), which Successor Borrower shall be a single special purpose bankruptcy remote entity with one (1) Independent Director 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 Borrowers . Borrower shall transfer and assign all obligations, rights and duties under and to the NotesNote or Defeased Note (as applicable), together with the pledged U.S. Obligations, 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 Note or Defeased Note (as applicable) and the Security Agreement and Borrowers Borrower shall be relieved of their its obligations under such documents. Borrowers ; provided, however, that all references therein to “Property” shall pay $1,000.00 be deemed to refer only to the U.S. Obligations purchased with the Defeasance Deposit or Partial Defeasance Deposit (as applicable) delivered to Lender, and upon such Successor transfer and assignment, Borrower as consideration for assuming the shall be relieved of its obligations under such documents, except with respect to any provisions therein which by their terms expressly survive repayment, defeasance or other satisfaction of 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 Notes 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 2.5.3, but Borrowers its terms. 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. (b) Borrowers shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations under the Notes and the Security Agreement arising from and after the Defeasance Date pursuant to an assignment and assumption agreement in form and substance satisfactory to a prudent lender. As a condition to such assignment and assumption, Successor Borrower shall deliver to Lender one or more opinions of counsel in form and substance and delivered by counsel satisfactory to a prudent lender, stating among other things: (i) that such assignment and assumption agreement and related documents are enforceable against Successor Borrower in accordance with their respective terms, (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (iv) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including the review of the proposed transferee and the preparation of the assumption agreement and related documentation)assumption.

Successor Borrower. (a) In connection Upon the release of the Properties or an individual Property, as the case may be, in accordance with a Defeasance EventSection 2.5.2, Borrowers may at their option(or in the case of a partial defeasance, the applicable Borrower) may, or if so required by at the applicable Rating Agencies, option of Lender 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 Director 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 Borrowers shall transfer and assign all obligationsof their (or its) Obligations under the Note or the Defeased Note, rights and duties under and to the Notesas applicable, together with the pledged U.S. ObligationsDefeasance Collateral, to such Successor a successor entity designated by Borrowers (or in the case of a partial defeasance, the applicable Borrower) and approved by Lender in its sole discretion. Such Successor Borrower successor entity shall assume the obligations under the Notes and the Security Agreement and Borrowers shall be relieved of their obligations under such documents. Borrowers shall pay $1,000.00 to 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 Notes in accordance with this Section 2.5.3, but Borrowers 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. (b) Borrowers shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations under the Notes and the Security Agreement arising from and after the Defeasance Date pursuant to execute an assignment and assumption agreement in form and substance satisfactory to a prudent lenderLender in its sole discretion pursuant to which it shall assume the Obligations of Borrowers under the Note (or, if applicable, the Undefeased Note and the Defeased Note) and the Defeasance Security Agreement. As a condition conditions to such assignment and assumption, Successor Borrower Borrowers shall (a) deliver to Lender one or more opinions an opinion of counsel in form and substance and delivered by counsel satisfactory to a prudent lenderLender in its sole discretion stating, stating among other things: (i) , that such assignment and assumption agreement is enforceable against Borrowers and related documents such successor entity in accordance with its terms and that the Note (or, if applicable, the Undefeased Note and the Defeased Note), the Defeasance Security Agreement and the other Loan Documents, as so assumed, are enforceable against Successor Borrower such successor entity in accordance with their respective terms, (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (ivb) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including including, without limitation, the review of the proposed transferee and the preparation of the assumption agreement and related documentation). Upon such assumption, Borrowers (or in the case of a partial defeasance, the applicable Borrower) shall be relieved of their (or 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 assignment of this Agreement or the exercise of Lender’s rights and remedies hereunder, and the term “Borrowers” or the term “Borrower” shall be deemed revised accordingly.

Successor Borrower. (a) In connection with a Defeasance Event, Borrowers Borrower may at their 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 Director 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 Borrowers Borrower shall transfer and assign all obligations, rights and duties under and to the NotesNote, together with the pledged U.S. Obligations, to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Notes Note and the Security Agreement and Borrowers Borrower shall be relieved of their its obligations under such documents. Borrowers Borrower shall pay $1,000.00 to 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 Notes Note in accordance with this Section 2.5.3, but Borrowers 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. (b) Borrowers Borrower shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations under the Notes Note and the Security Agreement arising from and after the Defeasance Date pursuant to an assignment and assumption agreement in form and substance satisfactory to a prudent lender. As a condition to such assignment and assumption, Successor Borrower shall deliver to Lender one or more opinions of counsel in form and substance and delivered by counsel satisfactory to a prudent lender, stating among other things: (i) that such assignment and assumption agreement and related documents are enforceable against Successor Borrower in accordance with their respective terms, (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (iv) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers Borrower shall pay all costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including the review of the proposed transferee and the preparation of the assumption agreement and related documentation).

Successor Borrower. (a) In connection Upon the release of the Properties or an individual Property, as the case may be, in accordance with a Defeasance EventSection 2.5.2, Borrowers may at their option(or in the case of a partial defeasance, the applicable Borrower) may, or if so required by at the applicable Rating Agencies, option of Lender 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 Director 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 Borrowers shall transfer and assign all obligationsof their (or its) Obligations under the Note or the Defeased Note, rights and duties under and to the Notesas applicable, together with the pledged U.S. ObligationsDefeasance Collateral, to such Successor a successor entity designated by Borrowers (or in the case of a partial defeasance, the applicable Borrower) and approved by Lender in its sole discretion. Such Successor Borrower successor entity shall assume the obligations under the Notes and the Security Agreement and Borrowers shall be relieved of their obligations under such documents. Borrowers shall pay $1,000.00 to 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 Notes in accordance with this Section 2.5.3, but Borrowers 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. (b) Borrowers shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations under the Notes and the Security Agreement arising from and after the Defeasance Date pursuant to execute an assignment and assumption agreement in form and substance satisfactory to a prudent lenderPool 2 Lender in its sole discretion pursuant to which it shall assume the Obligations of Borrowers under the Note (or, if applicable, the Undefeased Note and the Defeased Note) and the Defeasance Security Agreement. As a condition conditions to such assignment and assumption, Successor Borrower Borrowers shall (a) deliver to Lender one or more opinions an opinion of counsel in form and substance and delivered by counsel satisfactory to a prudent lenderLender in its sole discretion stating, stating among other things: (i) , that such assignment and assumption agreement is enforceable against Borrowers and related documents such successor entity in accordance with its terms and that the Note (or, if applicable, the Undefeased Note and the Defeased Note), the Defeasance Security Agreement and the other Loan Documents, as so assumed, are enforceable against Successor Borrower such successor entity in accordance with their respective terms, (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (ivb) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including including, without limitation, the review of the proposed transferee and the preparation of the assumption agreement and related documentation). Upon such assumption, Borrowers (or in the case of a partial defeasance, the applicable Borrower) shall be relieved of their (or 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 assignment of this Agreement or the exercise of Lender’s rights and remedies hereunder, and the term “Borrowers” or the term “Borrower” shall be deemed revised accordingly.

Successor Borrower. (a) In connection with a Defeasance EventUpon the defeasance of the Loan under this Section 2.4.2, Borrowers may at their optionBorrower may, or if so required by at the applicable Rating Agencies, option of Lender shall, establish or designate assign all of 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, which Successor Borrower rights may be exercised in Lender’s sole discretion and shall be a single purpose bankruptcy remote entity with one (1) Independent Director approved retained by the Rating Agencies, who shall not own any other assets Lender named herein notwithstanding the transfer or have any other liabilities or operate any other property (except in connection with other defeased loans held in the same Securitization with securitization of the Loan), and Borrowers shall transfer and assign all obligations, rights and duties under and to the Notes, together with the pledged U.S. Obligations, to such Successor Borrower. Such Successor Borrower successor entity shall assume the obligations under the Notes and the Security Agreement and Borrowers shall be relieved of their obligations under such documents. Borrowers shall pay $1,000.00 to 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 Notes in accordance with this Section 2.5.3, but Borrowers 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. (b) Borrowers shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations under the Notes and the Security Agreement arising from and after the Defeasance Date pursuant to execute an assignment and assumption agreement in form and substance satisfactory to a prudent lenderLender in its sole discretion pursuant to which it shall assume Borrower’s Obligations and the Defeasance Security Agreement. As a condition conditions to such assignment and assumption, Successor Borrower shall (i) deliver to Lender one or more opinions an opinion of counsel in form and substance and delivered by counsel satisfactory to a prudent lenderLender in its sole discretion stating, stating among other things: (i) , that such assignment and assumption agreement is enforceable against Borrower and related documents such successor entity in accordance with its terms and that the Note, the Defeasance Security Agreement and the other Loan Documents, as so assumed, are enforceable against Successor Borrower such successor entity in accordance with their respective terms, and (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (iv) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all reasonable costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including 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 reasonable attorneys’ fees and expenses, incurred in connection therewith. Upon such assumption, Borrower and Guarantor shall be relieved of 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 assignment of this Agreement or the exercise of Lender’s rights and remedies hereunder.

Successor Borrower. (a) In connection with a any Defeasance Event, Borrowers may at their option, or if so required by the applicable Rating Agencies, shall, establish or designate a successor entity (the “Successor Borrower”), which Successor Borrower shall be a single purpose bankruptcy remote entity with one (1) Independent Director 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 Borrowers shall transfer and assign all obligations, rights and duties under and to the Notes, Note (in the case of a Full Defeasance Event) or the Defeased Note (in the case of a Partial Defeasance Event) and the Security Agreement together with the pledged Defeasance Deposit and the U.S. ObligationsObligations purchased with the Defeasance Deposit to a newly-created successor entity, to such 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 (in the case of a Full Defeasance Event) or the Defeased Note (in the case of a Partial Defeasance Event) and the any Security Agreement and Borrowers 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 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 their 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. Borrowers 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 $1,000.00 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 Notes in accordance with this Section 2.5.3, but Borrowers Borrower shall pay all costs and expenses incurred by Lender, including the cost of establishing the Successor Borrower and Lender’s attorneys’ attorney’s reasonable fees and expenses, expenses and any fees and expenses of any Rating Agencies, incurred in connection therewith. (b) Borrowers shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations under the Notes and the Security Agreement arising from and after the Defeasance Date pursuant to an assignment and assumption agreement in form and substance satisfactory to a prudent lender. As a condition to such assignment and assumption, Successor Borrower shall deliver to Lender one or more opinions of counsel in form and substance and delivered by counsel satisfactory to a prudent lender, stating among other things: (i) that such assignment and assumption agreement and related documents are enforceable against Successor Borrower in accordance with their respective terms, (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (iv) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including the review of the proposed transferee and the preparation of the assumption agreement and related documentation).

Successor Borrower. (a) In connection with a Defeasance EventUpon the defeasance of the Loan under this Section 2.4.2, Borrowers may at their optionBorrower may, or if so required by at the applicable Rating Agencies, option of Lender shall, establish or designate assign all of its Obligations, together with the pledged Defeasance Collateral, to a successor entity designated by Borrower and approved by Lender in its reasonable discretion (in each case, the “Successor Borrower”), which Successor Borrower shall be a single purpose bankruptcy remote entity with one (1) Independent Director 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 Borrowers shall transfer and assign all obligations, rights and duties under and to the Notes, together with the pledged U.S. Obligations, to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Notes and the Security Agreement and Borrowers shall be relieved of their obligations under such documents. Borrowers shall pay $1,000.00 to 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 Notes in accordance with this Section 2.5.3, but Borrowers 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. (b) Borrowers shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations under the Notes and the Security Agreement arising from and after the Defeasance Date pursuant to execute an assignment and assumption agreement in form and substance reasonably satisfactory to a prudent lenderLender pursuant to which it shall assume Borrower’s Obligations and, unless the Successor Borrower executed and delivers the Defeasance Security Agreement, the Defeasance Security Agreement. As a condition conditions to such assignment and assumption, Borrower or Successor Borrower shall (i) deliver to Lender one or more opinions an opinion of counsel in form and substance and delivered by counsel reasonably satisfactory to a prudent lenderLender, stating among other thingsopining (subject to customary qualifications and assumptions) that: (i) that such assignment and assumption agreement has been duly authorized by the Successor Borrower and related documents is enforceable against the Successor Borrower in accordance with its terms and that the Note, the Defeasance Security Agreement and the other Loan Documents, as so assumed, are enforceable against Successor Borrower such successor entity in accordance with their respective terms, and (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (iv) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all reasonable out-of-pocket costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including including, without limitation, the review of the proposed transferee and the preparation review of the assumption agreement and related documentation). In connection with a transfer of the Defeasance Collateral to the Successor Borrower, Borrower shall, as a condition to such defeasance, deliver or cause to be delivered a non-consolidation opinion in form and substance reasonably satisfactory to Lender and the Rating Agencies. Upon such assumption, Borrower shall be relieved of its Obligations hereunder, under the other Loan Documents and under the Defeasance Security Agreement other than those Obligations which expressly survive the termination, satisfaction or assignment of this Agreement or the exercise of Lender’s rights and remedies hereunder.

Successor Borrower. (a) In connection with a Defeasance EventUpon the defeasance of the Loan under this Section 2.4.2, Borrowers may at their optionmay, or if so required by at the applicable Rating Agencies, option of Lender shall, establish or designate in the case of a Full Defeasance, assign all of its Obligations, or, in the case of a Partial Defeasance, assign all of its Obligations under the associated Defeased Note, 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 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 Successor Borrower rights may be exercised in Lender’s sole discretion and shall be a single purpose bankruptcy remote entity with one (1) Independent Director approved retained by the Rating Agencies, who shall not own any other assets Lender named herein notwithstanding the transfer or have any other liabilities or operate any other property (except in connection with other defeased loans held in the same Securitization with securitization of the Loan), and Borrowers shall transfer and assign all obligations, rights and duties under and to the Notes, together with the pledged U.S. Obligations, to such Successor Borrower. Such Successor Borrower successor entity shall assume the obligations under the Notes and the Security Agreement and Borrowers shall be relieved of their obligations under such documents. Borrowers shall pay $1,000.00 to 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 Notes in accordance with this Section 2.5.3, but Borrowers 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. (b) Borrowers shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations under the Notes and the Security Agreement arising from and after the Defeasance Date pursuant to execute an assignment and assumption agreement in form and substance reasonably satisfactory to a prudent lenderLender pursuant to which it shall assume Borrowers’ Obligations and the Defeasance Security Agreement. As a condition conditions to such assignment and assumption, Successor Borrower Borrowers Table of Contents shall (i) deliver to Lender one or more opinions an opinion of counsel in form and substance and delivered by counsel satisfactory to a prudent lenderLender in its reasonable discretion stating, stating among other things: (i) , that such assignment and assumption agreement is enforceable against Borrowers and related documents such successor entity in accordance with its terms and that the Note, the Defeasance Security Agreement and the other Loan Documents, as so assumed, are enforceable against Successor Borrower such successor entity in accordance with their respective terms, and (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (iv) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all out-of-pocket costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including 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 reasonable attorneys’ fees and expenses, incurred in connection therewith. In connection with a transfer of the Defeasance Collateral to the Successor Borrower, Borrowers shall, as a condition to such defeasance, deliver or cause to be 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 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 assignment of this Agreement or the exercise of Lender’s rights and remedies hereunder.

Successor Borrower. Borrower, at Borrower's expense, has an obligation to designate accommodation borrowers (each a "Successor Borrower") which satisfies Lender's then current requirements for a "single purpose entity" to assume at the time of Defeasance (i) ownership of the Defeasance Collateral relating to the Loan and liability for all of Borrower's obligations under the Defeasance Documents and the other Loan Documents (to the extent liability thereunder survives repayment of the Loan and the Release subject to the terms of the Defeasance Documents) and (ii) ownership of the Defeasance Collateral relating to the Partial Defeasance and liability for all obligations under the Partial Defeasance Documents. Such transfer and assumption shall be evidenced by the Defeasance Documents and Partial Defeasance Documents reasonably satisfactory to Lender, whereupon (a) In connection with a Defeasance Event, Borrowers may at their option, or if so required by the applicable Rating Agencies, shall, establish or designate a successor entity (the “Successor Borrower”subject to satisfaction of all requirements of this Section 2.05(b), which Successor ) Borrower shall be a single purpose bankruptcy remote entity with one (1) Independent Director 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 Borrowers shall transfer and assign all obligations, rights and duties under and to the Notes, together with the pledged U.S. Obligations, to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Notes and the Security Agreement and Borrowers shall be relieved of their all liability in connection with the Loan (except for those obligations under such documents. Borrowers which by the express terms of the Defeasance Documents survive payment of the Loan and are not otherwise assumed by Successor Borrower) and (b) Related Borrowers, in the case of Partial Defeasance, shall pay $1,000.00 be partially released from all liability in connection with the Related Loans in the amount equal to such the Partial Defeasance Price allocated to each of the Related Loans as set forth in Section 10.03(c) below (except for those obligations which by the terms of the Partial Defeasance Documents survive partial payment of the Related Loans and are not otherwise assumed by Successor Borrower as consideration for assuming the obligations under the Notes and the Security AgreementBorrower). Notwithstanding anything any contrary provision in this Agreement to the contraryLoan Agreement, no other assumption fee shall be payable is required upon a transfer of the Notes Loan in accordance with this Section 2.5.3Section. Lender may require as a condition to Defeasance, but Borrowers shall pay all costs such additional legal opinions from Borrower's or Successor Borrower's counsel as Lender reasonably deems necessary to confirm the valid creation and expenses incurred by Lender, including Lender’s attorneys’ fees and expenses, and any fees and expenses authority of any Rating Agencies, incurred in connection therewith. (b) Borrowers shall transfer and assign to the Successor Borrower (and Successor Borrower shall assume) all rightsincluding a nonconsolidation opinion), duties and obligations under the Notes and the Security Agreement arising from and after the Defeasance Date pursuant to an assignment and assumption agreement in form and substance satisfactory to a prudent lender. As a condition to such assignment and assumption, Successor Borrower shall deliver to Lender one or more opinions of counsel in form and substance and delivered by counsel satisfactory to a prudent lender, stating among other things: (i) that such assignment and assumption agreement and related documents are enforceable against Successor Borrower in accordance with their respective terms, (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state Loan, Defeased Note (in the case of its formationa Partial Defeasance) and Defeasance Collateral between Borrower and Successor Borrower, (iii) Successor Borrower has and the power and authority to execute enforceability of the assumption assignment documents and perform its obligations thereunder, and (iv) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including the review of the proposed transferee Defeasance Documents and the preparation of the assumption agreement and related documentation)Partial Defeasance Documents as the obligation of Successor Borrower.

Successor Borrower. (a) In connection with a any Defeasance Event, Borrowers may at their option, or if so required by the applicable Rating Agencies, shall, establish or Lender shall designate a successor entity (the “Successor Borrower”), which Successor Borrower shall be a single special purpose bankruptcy remote entity with one (1) Independent Director 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 Borrowers . Borrower shall transfer and assign all obligations, rights and duties under and to the NotesNote, together with the pledged U.S. Obligations, 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 Note and the Security Agreement and Borrowers Borrower shall be relieved of their its obligations under such documents. Borrowers ; provided, however, that all references therein to “Property” shall pay $1,000.00 be deemed to refer only to the U.S. Obligations purchased with the Defeasance Deposit delivered to Lender, and upon such Successor transfer and assignment, Borrower as consideration for assuming the shall be relieved of its obligations under such documents, except with respect to any provisions therein which by their terms expressly survive repayment, defeasance or other satisfaction of 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 Notes 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 2.5.3, but Borrowers its terms. 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. (b) Borrowers shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations under the Notes and the Security Agreement arising from and after the Defeasance Date pursuant to an assignment and assumption agreement in form and substance satisfactory to a prudent lender. As a condition to such assignment and assumption, Successor Borrower shall deliver to Lender one or more opinions of counsel in form and substance and delivered by counsel satisfactory to a prudent lender, stating among other things: (i) that such assignment and assumption agreement and related documents are enforceable against Successor Borrower in accordance with their respective terms, (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (iv) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including the review of the proposed transferee and the preparation of the assumption agreement and related documentation)assumption.

Successor Borrower. (a) In connection Upon the release of the Property in accordance with a Section 2.5.1, Borrower shall assign all its obligations and rights under the Note, together with the pledged Defeasance EventCollateral, Borrowers may at their option, or if so required by the applicable Rating Agencies, shall, establish or designate to a successor entity (the “Successor Borrower”), which Successor Borrower ) designated by LaSalle Bank National Association in its sole discretion. Such successor entity shall be a single purpose bankruptcy remote entity with one (1) Independent Director 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 Borrowers shall transfer and assign all obligations, rights and duties under and to the Notes, together with the pledged U.S. Obligations, to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Notes and the Security Agreement and Borrowers shall be relieved of their obligations under such documents. Borrowers shall pay $1,000.00 to 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 Notes in accordance with this Section 2.5.3, but Borrowers 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. (b) Borrowers shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations under the Notes and the Security Agreement arising from and after the Defeasance Date pursuant to execute an assignment and assumption agreement in form and substance reasonably satisfactory to a prudent lenderLender pursuant to which it shall assume Borrower’s obligations under the Note and the Defeasance Security Agreement. As a condition conditions to such assignment assignments and assumption, Successor Borrower shall deliver to Lender one or more opinions of counsel in form and substance and delivered by counsel satisfactory to a prudent lender, stating among other things: (ia) that such assignment and assumption agreement and related documents are enforceable against Successor Borrower in accordance with their respective terms, (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (iv) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all reasonable costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including including, without limitation, the review of the proposed transferee and the preparation of the assumption agreement and related documentation), and (b) pay to the servicer 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 by Borrower in connection with such assumption. Upon such assumption, Borrower shall be relieved of its obligations hereunder, under the other Loan Documents and under the Defeasance Security Agreement, with the sole exception of (A) representations and warranties 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 is set aside, voided or rescinded and (D) any rights or obligations that are specifically intended to survive the repayment of the Loan or other payment, satisfaction or termination of the Note, the Loan Documents or the Defeasance Security Agreement.

Successor Borrower. (a) In connection with a Defeasance EventEvent under this Section 2.5, Borrowers may at their option, or if so required by the applicable Rating Agencies, shall, establish or designate a successor entity (the “Successor Borrower”)) shall be established, which such Successor Borrower shall be a single purpose bankruptcy remote entity with one (1i) Independent Director approved an SPE Entity and (ii) at Lender’s option and in Lender’s sole discretion, established and/or designated by Lender or, if Lender does not so elect, established and/or designated by Borrower. The right of Lender hereunder to designate and/or establish Successor Borrower may, at the option and in the sole discretion of the initial named Lender hereunder, be retained by the Rating Agencies, who shall not own initial named Lender hereunder notwithstanding 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 Borrowers Secondary Market Transaction. Borrower shall transfer and assign all obligations, rights and duties under and to the NotesNote, Security Agreement and Defeasance Collateral Account Agreement, together with the pledged U.S. Obligations, Defeasance Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Notes Note, the Defeasance Collateral Account Agreement and the Security Agreement in a manner acceptable to Lender and Borrowers the Rating Agencies and Borrower shall be relieved of their obligations under such documents. Borrowers shall pay $1,000.00 to such Successor Borrower as consideration for assuming the its obligations under the Notes and Loan Documents (other than those obligations which by their terms survive a repayment, defeasance or other satisfaction of the Security Agreement. Notwithstanding anything in this Agreement to the contrary, no other assumption fee shall be payable upon Loan and/or a transfer of the Notes Property in accordance connection with this Section 2.5.3, but Borrowers shall pay all costs and expenses incurred by Lender, including Lender’s attorneys’ fees and expenses, and any fees and expenses exercise of any Rating Agencies, incurred in connection therewith. (b) Borrowers shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations its remedies under the Notes and the Security Agreement arising from and after the Defeasance Date pursuant to an assignment and assumption agreement in form and substance satisfactory to a prudent lenderLoan Documents). As a condition to such assignment and assumption, Successor Borrower shall deliver to Lender one or more opinions of counsel in form and substance and delivered by counsel satisfactory to a prudent lender, stating among other things: (i) that such assignment and assumption agreement and related documents are enforceable against Successor Borrower in accordance with their respective terms, (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (iv) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all costs and expenses incurred by Lender or its agents and Successor Borrower, including attorney’s fees and expenses, incurred in connection with such assignment and assumption the foregoing (including the review including, without limitation, Lender’s costs of the proposed transferee and the preparation of the assumption agreement and related documentationestablishing and/or designating Successor Borrower, if any).

Successor Borrower. (a) In connection with a Defeasance EventUpon the defeasance of the Loan under this Section 2.4.2, Borrowers may at their optionBorrower may, or if so required by at the applicable Rating Agencies, option of Lender shall, establish or designate assign all of its Obligations, together with the pledged Defeasance 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 Successor Borrower rights may be exercised in Lender’s sole discretion and shall be a single purpose bankruptcy remote entity with one (1) Independent Director approved retained by the Rating Agencies, who shall not own any other assets Lender named herein notwithstanding the transfer or have any other liabilities or operate any other property (except in connection with other defeased loans held in the same Securitization with securitization of the Loan), and Borrowers shall transfer and assign all obligations, rights and duties under and to the Notes, together with the pledged U.S. Obligations, to such Successor Borrower. Such Successor Borrower successor entity shall assume the obligations under the Notes and the Security Agreement and Borrowers shall be relieved of their obligations under such documents. Borrowers shall pay $1,000.00 to 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 Notes in accordance with this Section 2.5.3, but Borrowers 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. (b) Borrowers shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations under the Notes and the Security Agreement arising from and after the Defeasance Date pursuant to execute an assignment and assumption agreement in form and substance satisfactory to a prudent lenderLender in its sole discretion pursuant to which it shall assume Borrower’s Obligations and the Defeasance Security Agreement. As a condition conditions to such assignment and assumption, Successor Borrower shall (i) deliver to Lender one or more opinions an opinion of counsel in form and substance and delivered by counsel satisfactory to a prudent lenderLender in its sole discretion stating, stating among other things: (i) , that such assignment and assumption agreement is enforceable against Borrower and related documents such successor entity in accordance with its terms and that the Note, the Defeasance Security Agreement and the other Loan Documents, as so assumed, are enforceable against Successor Borrower such successor entity in accordance with their respective terms, and (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (iv) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including including, without limitation, the review of the proposed transferee and the preparation of the assumption agreement and related documentation). Additionally, Borrower shall pay all costs and expenses incurred by Successor Borrower, including attorneys’ fees and expenses, incurred in connection therewith. In connection with a transfer of the Defeasance Collateral to the Successor Borrower, Borrower shall, as a condition to such defeasance, deliver or cause to be 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 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 assignment of this Agreement or the exercise of Lender’s rights and remedies hereunder.

Successor Borrower. (a) In connection with a Total Defeasance Eventor Partial Defeasance under this Section 2.3, Borrowers may at their optionshall, or if so required by the applicable Rating Agencies, shallAgencies or if Borrowers so elect or Lender requires, establish or designate a successor entity (the “"Successor Borrower”), ") which Successor Borrower shall be a single purpose bankruptcy remote entity with one (1) Independent Director and which shall be approved by the Rating AgenciesAgencies (if a Securitization has occurred) or reasonably approved by Lender, who if requested by Lender. Any such Successor Borrower may, at Borrowers' option, be an Affiliate of Borrowers unless the Rating Agencies or Lender 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 require otherwise. Borrowers shall transfer and assign all obligations, rights and duties under and to the NotesNote or Defeased Note, as applicable, together with the pledged U.S. ObligationsTotal Defeasance Collateral or Partial Defeasance Collateral, as applicable, to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Notes Note or the Defeased Note, as applicable, and the Security Agreement and Borrowers shall be relieved of their its obligations under such documentsdocuments except to the extent of any cross-collateralization required hereunder and except for property-related obligations which survive the payment of the Obligations. Borrowers shall pay $1,000.00 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 Notes in accordance with this Section 2.5.3, but Borrowers shall pay all reasonable costs and expenses incurred by Lender, including Lender’s attorneys’ fees and expenses, and any 's reasonable attorney's fees and expenses of any Rating Agencies, incurred in connection therewith. (b) Borrowers shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations under the Notes and the Security Agreement arising from and after the Defeasance Date pursuant to an assignment and assumption agreement in form and substance satisfactory to a prudent lender. As a condition to such assignment and assumption, Successor Borrower shall deliver to Lender one or more opinions of counsel in form and substance and delivered by counsel satisfactory to a prudent lender, stating among other things: (i) that such assignment and assumption agreement and related documents are enforceable against Successor Borrower in accordance with their respective terms, (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (iv) if required by Lender or all fees, expenses and other charges of the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including the review of the proposed transferee and the preparation of the assumption agreement and related documentation).

Successor Borrower. (a) In connection with a Total Defeasance EventEvent Defeasance Event under this Section 2.5, Borrowers may at their option, or if so required by the applicable Rating Agencies, shall, establish or designate a successor entity (the “Successor Borrower”), which Successor Borrower shall be a single purpose bankruptcy remote entity with one (1) Independent Director 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 Borrowers shall transfer and assign all obligations, rights and duties under and to the NotesNote and the Security Agreement, together with the pledged U.S. ObligationsTotal Defeasance Collateral to a newly-created successor entity, to such 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 Total Defeasance Collateral. 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 pledged Total 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 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 and the Security Agreement and Borrowers Borrower shall be relieved of their 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). Borrowers Borrower shall pay a minimum of $1,000.00 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 Notes in accordance with this Section 2.5.3, but Borrowers Borrower shall pay all costs and expenses incurred by Lender, including the cost of establishing the Successor Borrower and Lender’s attorneys’ 's attorney's fees and expenses, and any fees and expenses of any Rating Agencies, incurred in connection therewith. 2.5.5. (b) Borrowers shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations under the Notes and the Security Agreement arising from and after the Defeasance Date pursuant to an assignment and assumption agreement in form and substance satisfactory to a prudent lender. As a condition to such assignment and assumption, Successor Borrower shall deliver to Lender one or more opinions of counsel in form and substance and delivered by counsel satisfactory to a prudent lender, stating among other things: (i) that such assignment and assumption agreement and related documents are enforceable against Successor Borrower in accordance with their respective terms, (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (iv) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including the review of the proposed transferee and the preparation of the assumption agreement and related documentation).

Successor Borrower. Upon the release of the Property in accordance with Section 2.5.2, Borrower shall assign all 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 (a) In connection with a Defeasance Eventin each case, Borrowers may at their option, or if so required by the applicable Rating Agencies, shall, establish or designate a successor entity (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 Successor Borrower rights may be exercised in Lender’s sole discretion and shall be a single purpose bankruptcy remote entity with one (1) Independent Director approved retained by the Rating Agencies, who shall not own any other assets Lender named herein notwithstanding the transfer or have any other liabilities or operate any other property (except in connection with other defeased loans held in the same Securitization with securitization of the Loan), and Borrowers shall transfer and assign all obligations, rights and duties under and to the Notes, together with the pledged U.S. Obligations, to such Successor Borrower. Such Successor Borrower successor entity shall assume the obligations under the Notes and the Security Agreement and Borrowers shall be relieved of their obligations under such documents. Borrowers shall pay $1,000.00 to 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 Notes in accordance with this Section 2.5.3, but Borrowers 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. (b) Borrowers shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations under the Notes and the Security Agreement arising from and after the Defeasance Date pursuant to execute an assignment and assumption agreement in form and substance satisfactory to a prudent lenderLender in its sole discretion pursuant to which it shall assume Borrower’s Obligations and the Defeasance Security Agreement. As a condition conditions to such assignment and assumption, Successor Borrower shall (i) deliver to Lender one or more opinions an opinion of counsel in form and substance and delivered by counsel satisfactory to a prudent lenderLender in its sole discretion stating, stating among other things: (i) , that such assignment and assumption agreement is enforceable against Borrower and related documents such successor entity in accordance with its terms and that the Note, the Defeasance Security Agreement and the other Loan Documents, as so assumed, are enforceable against Successor Borrower such successor entity in accordance with their respective terms, and (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (iv) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including including, without limitation, the review of the proposed transferee and the preparation of the assumption agreement and related documentation). Additionally, Borrower shall pay all costs and expenses incurred by Successor Borrower, including attorneys’ fees and expenses, incurred in connection therewith. Upon such assumption, Borrower shall be relieved of 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 assignment of this Agreement or the exercise of Lender’s rights and remedies hereunder.

Successor Borrower. (a) In connection with a Defeasance EventUpon the defeasance of the Loan under this Section 2.4.2, Borrowers may at their optionmay, or if so required by at the applicable Rating Agencies, option of Lender shall, establish or designate in the case of a Full Defeasance, assign all of its Obligations, or, in the case of a Partial Defeasance, assign all of its Obligations under the associated Defeased Note, 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 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 Successor Borrower rights may be exercised in Lender’s sole discretion and shall be a single purpose bankruptcy remote entity with one (1) Independent Director approved retained by the Rating Agencies, who shall not own any other assets Lender named herein notwithstanding the transfer or have any other liabilities or operate any other property (except in connection with other defeased loans held in the same Securitization with securitization of the Loan), and Borrowers shall transfer and assign all obligations, rights and duties under and to the Notes, together with the pledged U.S. Obligations, to such Successor Borrower. Such Successor Borrower successor entity shall assume the obligations under the Notes and the Security Agreement and Borrowers shall be relieved of their obligations under such documents. Borrowers shall pay $1,000.00 to 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 Notes in accordance with this Section 2.5.3, but Borrowers 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. (b) Borrowers shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations under the Notes and the Security Agreement arising from and after the Defeasance Date pursuant to execute an assignment and assumption agreement in form and substance reasonably satisfactory to a prudent lenderLender pursuant to which it shall assume Borrowers’ Obligations and the Defeasance Security Agreement. As a condition conditions to such assignment and assumption, Successor Borrower Borrowers shall (i) deliver to Lender one or more opinions an opinion of counsel in form and substance and delivered by counsel satisfactory to a prudent lenderLender in its reasonable discretion stating, stating among other things: (i) , that such assignment and assumption agreement is enforceable against Borrowers and related documents such successor entity in accordance with its terms and that the Note, the Defeasance Security Agreement and the other Loan Documents, as so assumed, are enforceable against Successor Borrower such successor entity in accordance with their respective terms, and (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (iv) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all out-of-pocket costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including 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 reasonable attorneys’ fees and expenses, incurred in connection therewith. In connection with a transfer of the Defeasance Collateral to the Successor Borrower, Borrowers shall, as a condition to such defeasance, deliver or cause to be 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 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 assignment of this Agreement or the exercise of Lender’s rights and remedies hereunder.

Successor Borrower. (a) In connection with a any Defeasance Event, Borrowers may at their option, or if so required by the applicable Rating Agencies, shall, establish or designate a successor entity (the “Successor Borrower”), which Successor Borrower shall be a single purpose bankruptcy remote entity with one (1) Independent Director 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 Borrowers shall transfer and assign all obligations, rights and duties under and to the Notes, Note (in the case of a Full Defeasance Event) or the Defeased Note (in the case of a Partial Defeasance Event) and the Security Agreement together with the pledged Defeasance Deposit and the U.S. ObligationsObligations purchased with the Defeasance Deposit to a newly-created successor entity, to such 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 (in the case of a Full Defeasance Event) or the Defeased Note (in the case of a Partial Defeasance Event) and the any Security Agreement and Borrowers 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 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 their 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. Borrowers 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 $1,000.00 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 Notes in accordance with this Section 2.5.3, but Borrowers Borrower shall pay all costs and expenses incurred by Lender, including the cost of establishing the Successor Borrower and Lender’s attorneys’ attorney’s reasonable fees and expenses, expenses and any fees and expenses of any Rating Agencies, incurred in connection therewith. (b) Borrowers shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations under the Notes and the Security Agreement arising from and after the Defeasance Date pursuant to an assignment and assumption agreement in form and substance satisfactory to a prudent lender. As a condition to such assignment and assumption, Successor Borrower shall deliver to Lender one or more opinions of counsel in form and substance and delivered by counsel satisfactory to a prudent lender, stating among other things: (i) that such assignment and assumption agreement and related documents are enforceable against Successor Borrower in accordance with their respective terms, (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (iv) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including the review of the proposed transferee and the preparation of the assumption agreement and related documentation).

Successor Borrower. (a) In connection Upon the release of the Properties or an individual Property, as the case may be, in accordance with a Defeasance EventSection 2.5.2, Borrowers may at their option(or in the case of a partial defeasance, the applicable Borrower) may, or if so required by at the applicable Rating Agencies, option of Lender 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 Director 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 Borrowers shall transfer and assign all obligationsof their (or its) Obligations under the Note or the Defeased Note, rights and duties under and to the Notesas applicable, together with the pledged U.S. ObligationsDefeasance Collateral, to such Successor a successor entity designated by Borrowers (or in the case of a partial defeasance, the applicable Borrower) and approved by Lender in its sole discretion. Such Successor Borrower successor entity shall assume the obligations under the Notes and the Security Agreement and Borrowers shall be relieved of their obligations under such documents. Borrowers shall pay $1,000.00 to 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 Notes in accordance with this Section 2.5.3, but Borrowers 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. (b) Borrowers shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations under the Notes and the Security Agreement arising from and after the Defeasance Date pursuant to execute an assignment and assumption agreement in form and substance satisfactory to a prudent lenderLender in its sole discretion pursuant to which it shall assume the Obligations of Borrowers under the Note (or, if applicable, the Undefeased Note and the Defeased Note) and the Defeasance Security Agreement. As a condition conditions to such assignment and assumption, Successor Borrower Borrowers shall (a) deliver to Lender one or more opinions an opinion of counsel in form and substance and delivered by counsel satisfactory to a prudent lenderLender in its sole discretion stating, stating among other things: (i) , that such assignment assumption Pool 1 agreement is enforceable against Borrowers and assumption agreement such successor entity in accordance with its terms and related documents that the Note (or, if applicable, the Undefeased Note and the Defeased Note), the Defeasance Security Agreement and the other Loan Documents, as so assumed, are enforceable against Successor Borrower such successor entity in accordance with their respective terms, (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (ivb) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including including, without limitation, the review of the proposed transferee and the preparation of the assumption agreement and related documentation). Upon such assumption, Borrowers (or in the case of a partial defeasance, the applicable Borrower) shall be relieved of their (or 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 assignment of this Agreement or the exercise of Lender’s rights and remedies hereunder, and the term “Borrowers” or the term “Borrower” shall be deemed revised accordingly.

Successor Borrower. (a) In connection with a Defeasance EventUpon the defeasance of the Loan under this Section 2.4.2, Borrowers may at their optionBorrower may, or if so required by the applicable Rating Agencies, at option of Lender shall, establish or designate 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 Successor Borrower rights may be exercised in Lender’s sole discretion and shall be a single purpose bankruptcy remote entity with one (1) Independent Director approved retained by the Rating Agencies, who shall not own any other assets Lender named herein notwithstanding the transfer or have any other liabilities or operate any other property (except in connection with other defeased loans held in the same Securitization with securitization of the Loan), and Borrowers shall transfer and assign all obligations, rights and duties under and to the Notes, together with the pledged U.S. Obligations, to such Successor Borrower. Such Successor Borrower successor entity shall assume the obligations under the Notes and the Security Agreement and Borrowers shall be relieved of their obligations under such documents. Borrowers shall pay $1,000.00 to 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 Notes in accordance with this Section 2.5.3, but Borrowers 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. (b) Borrowers shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations under the Notes and the Security Agreement arising from and after the Defeasance Date pursuant to execute an assignment and assumption agreement in form and substance satisfactory to a prudent lenderLender in its sole discretion pursuant to which it shall assume Borrower’s Obligations and the Defeasance Security Agreement. As a condition conditions to such assignment and assumption, Successor Borrower shall (i) deliver to Lender one or more opinions an opinion of counsel in form and substance and delivered by counsel satisfactory to a prudent lenderLender in its sole discretion stating, stating among other things: (i) , that such assignment and assumption agreement is enforceable against Borrower and related documents such successor entity in accordance with its terms and that the Note, the Defeasance Security Agreement and the other Loan Documents, as so assumed, are enforceable against Successor Borrower such successor entity in accordance with their respective terms, and (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (iv) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including including, without limitation, the review of the proposed transferee and the preparation of the assumption agreement and related documentation). Additionally, Borrower shall pay all costs and expenses incurred by Successor Borrower, including attorneys’ fees and expenses, incurred in connection therewith. In connection with a transfer of the Defeasance Collateral to the Successor Borrower, Borrower shall, as a condition to such defeasance, deliver or cause to be delivered a non-consolidation opinion in form and substance satisfactory to Lender and the Rating Agencies. Upon such assumption, Borrower shall be relieved of 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 assignment of this Agreement or the exercise of Lender’s rights and remedies hereunder.

Successor Borrower. (a) In connection with a Defeasance Event, Borrowers may at their option, or if so required by the applicable Rating Agencies, 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 Director 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 Borrowers shall transfer and assign all obligations, rights and duties under and to the NotesNote, together with the pledged U.S. Obligations, Defeasance Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Notes Note and the Security Agreement and Borrowers shall be relieved of their obligations under such documentsthe Loan Documents, and Guarantor will be relieved of its obligations under the Guaranty and the Environmental Indemnity, in each case except to the extent of their respective obligations that survive repayment of the Loan. Borrowers shall pay at least $1,000.00 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 to Lender upon a transfer of the Notes Note in accordance with this Section 2.5.3, but Borrowers shall pay all costs and expenses incurred by Lender, including Lender’s 's reasonable attorneys’ ' fees and expenses, expenses and any fees and expenses of any Rating Agencies, incurred in connection therewith. (b) Borrowers shall transfer and assign to Successor Borrower (and Successor Borrower shall assume) all rights, duties and obligations under the Notes Note and the Security Agreement Mortgage arising from and after the Defeasance Date pursuant to an assignment and assumption agreement in form and substance satisfactory to a prudent lender. As a condition to such assignment and assumption, Successor Borrower shall deliver to Lender one or more opinions of counsel in form and substance and delivered by counsel satisfactory to a prudent lender, lender stating among other things: , (i) that such assignment and assumption agreement and related documents are enforceable against Successor Borrower in accordance with their respective terms, (ii) Successor Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation, (iii) Successor Borrower has the power and authority to execute the assumption documents and perform its obligations thereunder, and (iv) if required by Lender or the Rating Agencies, a non-consolidation opinion. Borrowers shall pay all costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including including, without limitation, the review of the proposed transferee and the preparation of the assumption agreement and related documentation).