Common use of Class M Notes Clause in Contracts

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 attached hereto (or such other form as the Depositor in its sole discretion deems acceptable), which investment letter shall not be an expense of the Indenture Trustee, the Issuer or the Depositor, and which investment letter states that, among other things, such transferee (A) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (B) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act provided by Rule 144A. The Holder of any such Note desiring to effect any such transfer, sale, pledge or other disposition shall, and does hereby agree to, indemnify the Indenture Trustee, the Depositor, the Issuer and the Registrar against any liability that may result if the transfer, sale, pledge or other disposition is not so exempt or is not made in accordance with such federal and state laws. (ii) In the case of any Class M Note presented for registration in the name of any Person, the prospective transferee shall be required to provide the Indenture Trustee, the Issuer and the Depositor with a certification to the effect set forth in Exhibit B, which the Indenture Trustee may rely upon without further inquiry or investigation, or such other certifications as the Indenture Trustee may deem desirable or necessary in order to establish that such transferee or the Person in whose name such registration is requested is not a Benefit Plan, or any Person (including, without limitation, an investment manager, a named fiduciary or a Indenture Trustee of any Benefit Plan) who is using "plan assets," within the meaning of the U.S. Department of Labor regulation promulgated at 29 C.F.R. Section 2510.3-101 or otherwise, of any Plan to effect such acquisition (each, a "Plan Investor").

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: (A) (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 attached hereto (or such other form as the Depositor in its sole discretion deems acceptable), which investment letter shall not be an expense of the Indenture Trustee, the Issuer or the Depositor, and which investment letter states that, among other things, such transferee (A) is a "“qualified institutional buyer" ” as defined under Rule 144A, acting for its own account or the accounts of other "“qualified institutional buyers" ” as defined under Rule 144A, and (B) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act provided by Rule 144A. The Holder of any such Note desiring to effect any such transfer, sale, pledge or other disposition shall, and does hereby agree to, indemnify the Indenture Trustee, the Depositor, the Issuer and the Registrar against any liability that may result if the transfer, sale, pledge or other disposition is not so exempt or is not made in accordance with such federal and state laws. (ii) In the case of any Class M Note presented for registration in the name of any Person, the prospective transferee shall be required to provide the Indenture Trustee, the Issuer and the Depositor with a certification to the effect set forth in Exhibit B, which the Indenture Trustee may rely upon without further inquiry or investigation, or such other certifications as the Indenture Trustee may deem desirable or necessary in order to establish that such transferee or the Person in whose name such registration is requested is not a Benefit Plan, or any Person (including, without limitation, an investment manager, a named fiduciary or a Indenture Trustee of any Benefit Plan) who is using "“plan assets," ” within the meaning of the U.S. Department of Labor regulation promulgated at 29 C.F.R. Section 2510.3-101 or otherwise, of any Plan to effect such acquisition (each, a "“Plan Investor"”).