Common use of Notice Required; Legal Opinions Clause in Contracts

Notice Required; Legal Opinions. Not less than five (5) Business Days prior to the closing of any transaction permitted under the provisions of this Section 6.1(i) (other than a transfer permitted pursuant to clause (vii) of this Section 6.1(i)), Issuers and/or Operating Lessees shall deliver or cause to be delivered to Note Trustee (A) an Officer's Certificate describing the proposed transaction and stating that such transaction is permitted hereunder and under the other Transaction Documents, together with any documents upon which such Officer's Certificate is based, and (B) a legal opinion of counsel to Issuers or the transferee selected by either of them (to the extent approved by a majority (by Outstanding Principal Amount) of the Noteholders and the Rating Agencies), in form and substance consistent with similar opinions then being required by the Rating Agencies and acceptable to the Rating Agencies, confirming, among other things, that the assets of each Issuer, and of its managing general partner or SPE Member, as applicable, will not be substantively consolidated with the assets of such owners or Controlling Persons of the applicable Issuer and/or Operating Lessee as Note Trustee or the Rating Agencies may specify, in the event of a bankruptcy or similar proceeding involving such owners or Controlling Persons.

Notice Required; Legal Opinions. Not less than five (5) Business Days prior to the closing of any transaction permitted under the provisions of this Section 6.1(i) (other than a transfer permitted pursuant to clause (vii) of this Section 6.1(i)), Issuers and/or Operating Lessees Borrowers shall deliver or cause to be delivered delivered, or shall cause Property Owners to Note Trustee deliver or cause to be delivered, to Lender (A) an Officer's ’s Certificate describing the proposed transaction and stating that such transaction is permitted hereunder and under the other Transaction Loan Documents, together with any documents upon which such Officer's ’s Certificate is based, and (B) a legal opinion of counsel to Issuers Borrowers or the Property Owners or the transferee selected by either of them (to the extent approved by a majority (by Outstanding Principal Amount) of the Noteholders and the Rating AgenciesLender), in form and substance consistent with similar opinions then being required by the Rating Agencies and acceptable to the Rating AgenciesLender, confirming, among other things, that the assets of each IssuerBorrower or each Property Owner, and of its managing general partner or SPE Member, as applicable, will not be substantively consolidated with the assets of such owners or Controlling Persons of the applicable Issuer and/or Operating Lessee Borrower or applicable Property Owner as Note Trustee or the Rating Agencies Lender may specify, in the event of a bankruptcy or similar proceeding involving such owners or Controlling Persons.

Notice Required; Legal Opinions. Not less than five (5) Business Days prior to the closing of any transaction permitted under the provisions of this Section 6.1(i) (other than a transfer permitted pursuant to clause (vii) of this Section 6.1(i)), Issuers Borrowers and/or Operating Lessees shall deliver or cause to be delivered to Note Trustee Lender (A) an Officer's Certificate describing the proposed transaction and stating that such transaction is permitted hereunder and under the other Transaction Loan Documents, together with any documents upon which such Officer's Certificate is based, and (B) a legal opinion of counsel to Issuers Borrowers or the transferee selected by either of them (to the extent approved by a majority (by Outstanding Principal Amount) of the Noteholders Lender and the Rating Agencies), in form and substance consistent with similar opinions then being required by the Rating Agencies and acceptable to the Rating Agencies, confirming, among other things, that the assets of each IssuerBorrower, and of its managing general partner or SPE Member, as applicable, will not be substantively consolidated with the assets of such owners or Controlling Persons of the applicable Issuer Borrower and/or Operating Lessee as Note Trustee Lender or the Rating Agencies may specify, in the event of a bankruptcy or similar proceeding involving such owners or Controlling Persons.

Notice Required; Legal Opinions. Not less than five (5) Business Days prior to the closing of any transaction permitted under the provisions of this Section 6.1(i) (other than a transfer permitted pursuant to clause (vii) of this Section 6.1(i)), Issuers Borrowers and/or Operating Lessees shall deliver or cause to be delivered to Note Trustee Lender (A) an Officer's ’s Certificate describing the proposed transaction and stating that such transaction is permitted hereunder and under the other Transaction Loan Documents, together with any documents upon which such Officer's ’s Certificate is based, and (B) a legal opinion of counsel to Issuers Borrowers or the transferee selected by either of them (to the extent approved by a majority (by Outstanding Principal Amount) of the Noteholders Lender and the Rating Agencies), in form and substance consistent with similar opinions then being required by the Rating Agencies and acceptable to the Rating Agencies, confirming, among other things, that the assets of each IssuerBorrower, and of its managing general partner or SPE Member, as applicable, will not be substantively consolidated with the assets of such owners or Controlling Persons of the applicable Issuer Borrower and/or Operating Lessee as Note Trustee Lender or the Rating Agencies may specify, in the event of a bankruptcy or similar proceeding involving such owners or Controlling Persons.