Common use of Successor Borrower Clause in Contracts

Successor Borrower. In connection with a Defeasance under this Section 2.7, Borrower shall, if required by the Rating Agencies or if Borrower so elects or Lender requires, establish or designate a successor entity (the “Successor Borrower”) which shall be a single purpose bankruptcy remote entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s option, be an Affiliate of Borrower unless the Rating Agencies or Lender shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Note, together with the Defeasance Collateral, to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security Agreement. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower shall pay all reasonable costs and expenses incurred by Lender, including Lender’s attorney’s fees and expenses incurred in connection therewith, and all fees, expenses and other charges of the Rating Agencies.

Successor Borrower. In connection with a Defeasance Event under this Section 2.72.3.3, Borrower shall, if required by the Rating Agencies or if Borrower so elects or Lender requiresto do so, establish or designate a successor entity (the “Successor Borrower”) which shall be a single purpose bankruptcy remote entity Special Purpose Bankruptcy Remote Entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s option, be an Affiliate of Borrower unless the Rating Agencies or Lender shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Defeased Note, together with the Defeasance Collateral, Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security AgreementAgreement and Borrower shall be relieved of its obligations under such documents. Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower shall pay all reasonable costs and expenses incurred by Lender, including Lender’s attorney’s fees and expenses expenses, incurred in connection therewith, and all fees, expenses and other charges of the Rating Agencies.

Successor Borrower. In connection with a Defeasance Event under this Section 2.72.3.3, Borrower Borrowers shall, if required by the Rating Agencies or if Borrower so elects or Lender requiresBorrowers elect to do so, establish or designate a successor entity (the “Successor Borrower”"SUCCESSOR BORROWER") which shall be a single purpose bankruptcy remote entity Single Purpose Bankruptcy Remote Entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s Borrowers' option, be an Affiliate of Borrower Borrowers unless the Rating Agencies or Lender shall require otherwise. Borrower Borrowers shall transfer and assign all obligations, rights and duties under and to the Defeased Note, together with the Defeasance Collateral, Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security Agreement. Agreement and Borrower shall be relieved of its obligations under such documents. Borrowers shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower Borrowers shall pay all reasonable costs and expenses incurred by Lender, including Lender’s 's attorney’s 's fees and expenses expenses, incurred in connection therewith, and all fees, expenses and other charges of the Rating Agencies.

Successor Borrower. In connection with a Defeasance Event under this Section 2.72.5, Borrower shall, if required by the Rating Agencies or if Borrower so elects or Lender requiresto do so, establish or designate a successor entity (the “Successor Borrower”) which shall be a single purpose bankruptcy remote entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s option, be an Affiliate of Borrower unless the Rating Agencies or Lender shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Note, together with the Defeasance Collateral, Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security AgreementAgreement and Borrower shall be relieved of its obligations under such documents. Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower shall pay all reasonable costs and expenses incurred by Lender, including Lender’s attorney’s fees and expenses expenses, incurred in connection therewith, and all fees, expenses and other charges of the Rating Agencies.

Successor Borrower. In connection with a Defeasance under this Section 2.7Event, Borrower shallmay at its option, or if so required by the applicable Rating Agencies or if Borrower so elects or Lender requiresshall, establish or designate a successor entity (the “Successor Borrower”) which shall be a single purpose bankruptcy remote entity Special Purpose Entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s option, be an Affiliate of Borrower unless the Rating Agencies or Lender shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the A Note, together with the Defeasance Collateral, Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the A Note and the Security AgreementAgreement and Borrower shall be relieved of its obligations under such documents. Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the A Note and the Security Agreement. Borrower shall pay all reasonable costs and expenses incurred by Lender, including Lender’s attorney’s fees and expenses expenses, incurred in connection therewith, and all fees, expenses and other charges of the Rating Agencies.

Successor Borrower. In connection with a Defeasance Event under this Section 2.72.3.3, Borrower shall, if required by the Rating Agencies or if Borrower so elects or Lender requiresto do so, establish or designate a successor entity (the “Successor Borrower”) which shall be a single purpose bankruptcy remote entity Single Purpose Bankruptcy Remote Entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s option, be an Affiliate of Borrower unless the Rating Agencies or Lender shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Defeased Note, together with the Defeasance Collateral, Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Fixed Rate Note and the Security AgreementAgreement and Borrower shall be relieved of its obligations under such documents. Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Fixed Rate Note and the Security Agreement. Borrower shall pay all reasonable costs and expenses reasonably incurred by Lender, including Lender’s reasonable attorney’s fees and expenses expenses, reasonably incurred in connection therewith, and all fees, expenses and other charges of the Rating Agencies.

Successor Borrower. In connection with a Defeasance Event under this Section 2.72.3.3, Borrower Borrowers shall, if required by the Rating Agencies or if Borrower so elects or Lender requiresBorrowers elect to do so, establish or designate a successor entity (the “Successor Borrower”"SUCCESSOR BORROWER") which shall be a single purpose bankruptcy remote entity Single Purpose Bankruptcy Remote Entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s Borrowers' option, be an Affiliate of Borrower Borrowers unless the Rating Agencies or Lender shall require otherwise. Borrower Borrowers shall transfer and assign all obligations, rights and duties under and to the Note, together with the Defeasance Collateral, Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security Agreement. Agreement and Borrower shall be relieved of its obligations under such documents. Borrowers shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower Borrowers shall pay all reasonable costs and expenses incurred by Lender, including Lender’s 's attorney’s 's fees and expenses expenses, incurred in connection therewith, and all fees, expenses and other charges of the Rating Agencies.

Successor Borrower. In connection with a Defeasance Event under this Section 2.72.3.3, Borrower shall, if required by the Rating Agencies or if Borrower so elects or Lender requiresto do so, establish or designate a successor entity (the “Successor Borrower”) which shall be a single purpose bankruptcy remote entity Single Purpose Bankruptcy Remote Entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s option, be an Affiliate of Borrower unless the Rating Agencies or Lender shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Defeased Note, together with the Defeasance Collateral, Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security AgreementAgreement and Borrower shall be relieved of its obligations under such documents. Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower shall pay all reasonable costs and expenses incurred by Lender, including Lender’s attorney’s fees and expenses expenses, incurred in connection therewith, and all fees, expenses and other charges of the Rating Agencies.

Successor Borrower. In connection with a Defeasance Event under this Section 2.72.5, Borrower shall, if required by the Rating Agencies or if Borrower so elects or Lender requiresto do so, establish or designate a successor entity (the “"Successor Borrower”") which shall be a single purpose bankruptcy remote entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s 's option, be an Affiliate of Borrower unless the Rating Agencies or Lender shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Note, together with the Defeasance Collateral, Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security AgreementAgreement and Borrower shall be relieved of its obligations under such documents. Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower shall pay all reasonable costs and expenses incurred by Lender, including Lender’s 's attorney’s 's fees and expenses expenses, incurred in connection therewith, and all fees, expenses and other charges of the Rating Agencies.

Successor Borrower. In connection with a Defeasance Event under this Section 2.72.3.3, Borrower shall, if required by the Rating Agencies or if Borrower so elects or Lender requiresto do so, establish or designate a successor entity (the “Successor Borrower”) which shall be a single purpose bankruptcy remote entity Special Purpose Bankruptcy Remote Entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s option, be an Affiliate of Borrower unless the Rating Agencies or Lender shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Defeased Note, together with the Defeasance Collateral, Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security AgreementAgreement and Borrower shall be relieved of its obligations under such documents. Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower shall pay all reasonable costs and expenses reasonably incurred by Lender, including Lender’s reasonable attorney’s fees and expenses expenses, reasonably incurred in connection therewith, and all fees, expenses and other charges of the Rating Agencies.

Successor Borrower. In connection with a Defeasance defeasance under this Section 2.72.5, Borrower shall, if required by the Rating Agencies or if Borrower so elects or Lender requiresto do so, establish or designate a successor entity (the “"Successor Borrower”") which shall be a single purpose bankruptcy remote entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s 's option, be an Affiliate of Borrower unless the Rating Agencies or Lender shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Note, Note together with the Defeasance Collateral, Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security Agreement, and Borrower shall be relieved of its obligations under such documents. Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower shall pay all reasonable out-of-pocket costs and expenses incurred by Lender, including Lender’s 's attorney’s 's fees and expenses expenses, incurred in connection therewith, and all fees, expenses and other charges of the Rating Agencies.

Successor Borrower. In connection with a Defeasance Event under this Section 2.72.3.3, Borrower shall, if required by the Rating Agencies or if Borrower so elects or Lender requiresto do so, establish or designate a successor entity (the “Successor Borrower”"SUCCESSOR BORROWER") which shall be a single purpose bankruptcy remote entity Single Purpose Bankruptcy Remote Entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s 's option, be an Affiliate of Borrower unless the Rating Agencies or Lender shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Note, together with the Defeasance Collateral, Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security AgreementAgreement and Borrower shall be relieved of its obligations under such documents. Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower shall pay all reasonable costs and expenses incurred by Lender, including Lender’s 's attorney’s 's fees and expenses expenses, incurred in connection therewith, and all fees, expenses and other charges of the Rating Agencies.

Successor Borrower. In connection with a Total Defeasance or a Partial Defeasance under this Section 2.72.3, Borrower Borrowers shall, if required by the Rating Agencies or if Borrower Borrowers so elects elect or Lender requires, establish or designate a successor entity (the “Successor Borrower”) which shall be a single purpose bankruptcy remote entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s optionthe option of Borrowers, be an Affiliate of Borrower Borrowers unless the Rating Agencies or Lender shall require otherwise. Borrower Borrowers shall transfer and assign all obligations, rights and duties under and to the Note, together with the Defeasance Collateral, to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security Agreement. Borrower Borrowers shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower Borrowers shall pay all reasonable costs and expenses incurred by Lender, including Lender’s attorney’s fees and expenses incurred in connection therewith, and all fees, expenses and other charges of the Rating Agencies.

Successor Borrower. In connection with a Defeasance Event under this Section 2.72.4, Borrower shall, if required by the Rating Agencies or if Borrower so elects or Lender requiresto do so, establish or designate a successor entity (the “Successor Borrower”) which shall be a single purpose bankruptcy remote entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s option, be an Affiliate of Borrower unless the Rating Agencies or Lender shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Note, together with the Defeasance Collateral, Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security AgreementAgreement and Borrower shall be relieved of its obligations under such documents. Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower shall pay all reasonable costs and expenses incurred by Lender, including Lender’s attorney’s fees and expenses expenses, incurred in connection therewith, and all fees, expenses and other charges of the Rating Agencies.

Successor Borrower. In connection with a Defeasance Event under this Section 2.72.3.3, Borrower Borrowers shall, if required by the Rating Agencies or if Borrower so elects or Lender requiresBorrowers elect to do so, establish or designate a successor entity (the “Successor Borrower”) which shall be a single purpose bankruptcy remote entity Single Purpose Bankruptcy Remote Entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s Borrowers’ option, be an Affiliate of Borrower Borrowers unless the Rating Agencies or Lender shall require otherwise. Borrower Borrowers shall transfer and assign all obligations, rights and duties under and to the Defeased Note, together with the Defeasance Collateral, Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security Agreement. Agreement and Borrower shall be relieved of its obligations under such documents. Borrowers shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower Borrowers shall pay all reasonable costs and expenses incurred by Lender, including Lender’s attorney’s fees and expenses expenses, incurred in connection therewith, and all fees, expenses and other charges of the Rating Agencies.

Successor Borrower. In connection with a Defeasance under this Section 2.72.3, Borrower shall, if required by the Rating Agencies or if Borrower so elects or Lender requires, establish or designate a successor entity (the “Successor Borrower”) which shall be a single purpose bankruptcy remote entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s option, be an Affiliate of Borrower unless the Rating Agencies or Lender shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Note, together with the Defeasance Collateral, to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security Agreement. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower shall pay all reasonable costs and expenses incurred by Lender, including Lender’s attorney’s fees and expenses incurred in connection therewith, and all fees, expenses and other charges of the Rating Agencies.

Successor Borrower. In connection with a Defeasance Event under this Section 2.7SECTION 2.3.3, Borrower shall, if required by the Rating Agencies or if Borrower so elects or Lender requiresto do so, establish or designate a successor entity (the “Successor Borrower”"SUCCESSOR BORROWER") which shall be a single purpose bankruptcy remote entity Single Purpose Bankruptcy Remote Entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s 's option, be an Affiliate of Borrower unless the Rating Agencies or Lender shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Defeased Note, together with the Defeasance Collateral, Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security AgreementAgreement and Borrower shall be relieved of its obligations under such documents. Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower shall pay all reasonable costs and expenses incurred by Lender, including Lender’s 's attorney’s 's fees and expenses expenses, incurred in connection therewith, and all fees, expenses and other charges of the Rating Agencies.

Successor Borrower. In connection with a Defeasance Event under this Section 2.72.3.3, Borrower Borrowers shall, if required by the Rating Agencies or if Borrower so elects or Lender requiresBorrowers elect to do so, establish or designate a successor entity (the “"Successor Borrower”") which shall be a single purpose bankruptcy remote entity Single Purpose Bankruptcy Remote Entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s Borrowers' option, be an Affiliate of Borrower Borrowers unless the Rating Agencies or Lender shall require otherwise. Borrower Borrowers shall transfer and assign all obligations, rights and duties under and to the Defeased Note, together with the Defeasance Collateral, Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security Agreement. Agreement and Borrower shall be relieved of its obligations under such documents. Borrowers shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower Borrowers shall pay all reasonable costs and expenses incurred by Lender, including Lender’s 's attorney’s 's fees and expenses expenses, incurred in connection therewith, and all fees, expenses and other charges of the Rating Agencies.

Successor Borrower. In connection with a Defeasance Event under this Section 2.72.3.3, Borrower shall, if required by the Rating Agencies or if Borrower so elects or Lender requiresto do so, establish or designate a successor entity (the “Successor Borrower”) which shall be a single purpose bankruptcy remote entity Special Purpose Bankruptcy Remote Entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s option, be an Affiliate of Borrower unless the Rating Agencies or Lender shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Note, together with the Defeasance Collateral, Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security AgreementAgreement and Borrower shall be relieved of its obligations under such documents. Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower shall pay all reasonable costs and expenses incurred by Lender, including Lender’s attorney’s fees and expenses expenses, incurred in connection therewith, and all fees, expenses and other charges of the Rating Agencies.

Successor Borrower. In connection with a Defeasance under this Section 2.72.18, Borrower shall, if required by the Rating Agencies or if Borrower so elects or Lender requires, establish or designate a successor entity (the “Successor Borrower”) which shall be a single purpose bankruptcy remote entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s option, be an Affiliate of Borrower unless the Rating Agencies or Lender shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Note, together with the Defeasance Collateral, to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security Agreement. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower shall pay all reasonable costs and expenses incurred by Lender, including Lender’s attorney’s fees and expenses incurred in connection therewith, and all fees, expenses and other charges of the Rating Agencies.

Successor Borrower. In connection with a Defeasance Event under this Section 2.72.5, Borrower shall, if required by the Rating Agencies or if Borrower so elects or Lender requiresto do so, establish or designate a successor entity (the “"Successor Borrower”") which shall be a single purpose bankruptcy remote entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s 's option, be an Affiliate of Borrower unless the Rating Agencies or Lender shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Note, together with the Defeasance Collateral, Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security AgreementAgreement and Borrower shall be relieved of its obligations under such documents. Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower shall pay all reasonable out of pocket costs and expenses actually incurred by Lender, including Lender’s 's reasonable attorney’s 's fees and expenses expenses, incurred in connection therewith, and all fees, expenses and other charges of the Rating Agencies.

Successor Borrower. In connection with a Defeasance Event under this Section 2.72.3.3, Borrower shall, if required by the Rating Agencies or if Borrower so elects or Lender requiresto do so, establish or designate a successor entity (the “"Successor Borrower”") which shall be a single purpose bankruptcy remote entity Single Purpose Bankruptcy Remote Entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower’s 's option, be an Affiliate of Borrower unless the Rating Agencies or Lender shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Defeased Note, together with the Defeasance Collateral, Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security AgreementAgreement and Borrower shall be relieved of its obligations under such documents. Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower shall pay all reasonable costs and expenses incurred by Lender, including Lender’s 's attorney’s 's fees and expenses expenses, incurred in connection therewith, and all fees, expenses and other charges of the Rating Agencies.