Class M Notes Clause Samples
The 'Class M Notes' clause defines the specific terms and characteristics of a particular class of notes issued under a financial agreement, typically within a structured finance or securitization transaction. This clause outlines the rights, payment priorities, interest rates, and any subordination features that apply to Class M Notes compared to other classes of notes, such as senior or junior tranches. By clearly delineating the features and obligations associated with Class M Notes, the clause ensures that investors and parties understand the risk profile and payment structure, thereby facilitating transparency and proper allocation of risk within the transaction.
Class M Notes. In respect of the Class M Notes subject to sub-paragraph (vi):
(a) a resolution which, in the sole opinion of the Note Trustee, affects the interests of the holders of the Class M Notes of one Series only shall be deemed to have been duly passed if passed at a meeting of the holders of the Class M Notes of that Series;
(b) a resolution which, in the sole opinion of the Note Trustee, affects the interests of the holders of the Class M Notes of any two or more Series but does not give rise to a conflict of interest between the holders of such two or more Series of Class M Notes, shall be deemed to have been duly passed if passed at a single meeting of the holders of such two or more series of Class M Notes; and
(c) a resolution which, in the sole opinion of the Note Trustee, affects the interests of the holders of the Class M Notes of any two or more Series and gives or may give rise to a conflict of interest between the holders of such two or more Series of Class M Notes, shall be deemed to have been duly passed only if, in lieu of being passed at a single meeting of the holders of such two or more Series of Class M Notes, it shall be passed at separate meetings of the holders of such two or more Series of Class M Notes.
Class M Notes. (i) No transfer, sale, pledge or other disposition of a Class M Note shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event that a transfer of a Class M Note is to be made either:
(1) the Indenture Trustee shall require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee, the Issuer and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Indenture Trustee, the Issuer or the Depositor (except that, if such transfer is made by the Depositor or any Affiliate thereof, the Depositor shall provide such Opinion of Counsel at its own expense); provided that such Opinion of Counsel will not be required in connection with the initial transfer of any such Note by the Depositor or any Affiliate thereof to the Depositor or an Affiliate of the Depositor and (2) the Indenture Trustee shall require the transferee to execute a representation letter, substantially in the form of Exhibit C hereto, and the Indenture Trustee shall require the transferor to execute a representation letter, substantially in the form of Exhibit D hereto, each acceptable to and in form and substance satisfactory to the Depositor, the Issuer and the Indenture Trustee certifying to the Depositor, the Issuer and the Indenture Trustee the facts surrounding such transfer, which representation letters shall not be an expense of the Indenture Trustee, the Issuer or the Depositor; provided, however, that such representation letters will not be required in connection with the initial transfer of any such Note by the Depositor or any Affiliate thereof to the Depositor or an Affiliate of the Depositor, and the Indenture Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Indenture Trustee, shall be a written representation) from the Depositor, of the status of such transferee as an Affiliate of the Depositor; or
(B) the prospective transferee of such a Note shall be required to provide the Indenture Trustee, the Issuer and the Depositor with an investment letter substantially in the form of Exhibit E a...
Class M Notes. Notwithstanding the foregoing, the following additional provisions shall apply to Class M Notes:
(i) a single Meeting of the holders of all classes of the Class M Notes may be held whether or not there is a conflict of interest between the holders of such classes of the Class M Notes;
(ii) there shall be no provision for a Meeting of the holders of one class only of the Class M Notes; and
(iii) as the Class M Notes are not all denominated in the same currency, the Principal Amount Outstanding of any Class M Note denominated in US Dollars or Euro shall be converted into Sterling at the relevant Dollar Currency Swap Rate or the Euro Currency Swap Rate, as the case may be.