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)), Borrowers shall deliver or cause to be delivered, or shall cause Property Owners to deliver or cause to be delivered, to Lender (A) an Officer’s Certificate describing the proposed transaction and stating that such transaction is permitted hereunder and under the other Loan Documents, together with any documents upon which such Officer’s Certificate is based, and (B) a legal opinion of counsel to Borrowers or the Property Owners or the transferee selected by either of them (to the extent approved by Lender), in form and substance consistent with similar opinions then being required by Rating Agencies and acceptable to Lender, confirming, among other things, that the assets of each Borrower 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 Borrower or applicable Property Owner as 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)), Borrowers and/or Operating Lessees shall deliver or cause to be delivered, or shall cause Property Owners to deliver or cause to be delivered, delivered to Lender (A) an Officer’s Certificate describing the proposed transaction and stating that such transaction is permitted hereunder and under the other Loan Documents, together with any documents upon which such Officer’s Certificate is based, and (B) a legal opinion of counsel to Borrowers or the Property Owners or the transferee selected by either of them (to the extent approved by LenderLender and the Rating Agencies), in form and substance consistent with similar opinions then being required by the Rating Agencies and acceptable to Lenderthe Rating Agencies, confirming, among other things, that the assets of each Borrower or each Property OwnerBorrower, 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 Borrower or applicable Property Owner and/or Operating Lessee as 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)), Borrowers Issuers and/or Operating Lessees shall deliver or cause to be delivered, or shall cause Property Owners delivered to deliver or cause to be delivered, to Lender Note Trustee (A) an Officer’s 's Certificate describing the proposed transaction and stating that such transaction is permitted hereunder and under the other Loan Transaction Documents, together with any documents upon which such Officer’s 's Certificate is based, and (B) a legal opinion of counsel to Borrowers or the Property Owners Issuers or the transferee selected by either of them (to the extent approved by Lendera 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 Lenderthe Rating Agencies, confirming, among other things, that the assets of each Borrower or each Property OwnerIssuer, 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 Borrower Issuer and/or Operating Lessee as Note Trustee or applicable Property Owner as Lender 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)), Borrowers and/or Operating Lessees shall deliver or cause to be delivered, or shall cause Property Owners to deliver or cause to be delivered, 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 Loan Documents, together with any documents upon which such Officer’s 's Certificate is based, and (B) a legal opinion of counsel to Borrowers or the Property Owners or the transferee selected by either of them (to the extent approved by LenderLender and the Rating Agencies), in form and substance consistent with similar opinions then being required by the Rating Agencies and acceptable to Lenderthe Rating Agencies, confirming, among other things, that the assets of each Borrower or each Property OwnerBorrower, 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 Borrower or applicable Property Owner and/or Operating Lessee as Lender or the Rating Agencies may specify, in the event of a bankruptcy or similar proceeding involving such owners or Controlling Persons.