Retained Note definition

Retained Note means any Notes held by the Issuer (or any other person treated as the same person as the Issuer for U.S. federal income tax purposes), but only so long as such Notes are held by such entity, until such time as such Notes are transferred in accordance with the terms and conditions of Section 2.04 of the Indenture.

Retained Note means any Notes held by the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) until such time as such Notes are the subject of an opinion specified in Section 2.15 of the Indenture regarding treatment of such Notes as indebtedness for federal income tax purposes, which opinion shall have been received by the Depositor and the Indenture Trustee. For the avoidance of doubt, the Depositor holds the following Retained Notes, in the form of Definitive Notes, as of the Closing Date: $0 initial principal amount of the Class A-1 Notes, $0 initial principal amount of the Class A-2a Notes, $0 initial principal amount of the Class A-2b Notes, $0 initial principal amount of the Class A-3 Notes, $0 initial principal amount of the Class A-4 Notes, $0 initial principal amount of the Class B Notes, $0 initial principal amount of the Class C Notes and $0 initial principal amount of the Class D Notes.

Retained Note means any Notes held by the Depositor (or any other entity whose separate existence from the Issuing Entity is disregarded for federal income tax purposes) until such time as such Notes are the subject of an opinion specified in Section 2.4 of the Indenture regarding treatment of such Notes as indebtedness for federal income tax purposes, which opinion shall have been received by the Depositor and the Indenture Trustee.

Examples of Retained Note in a sentence

• Any attempted transfer in contravention of this Section 2.4(j) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note.

• From and after the Closing Date, the Holder of a Definitive Note (other than any Retained Note) and the Issuer may elect for such Note to be issued in the form of a Book-Entry Note provided the Clearing Agency is then willing and able to discharge its responsibilities with respect to the Book Entry Notes.

• No transfer of a Retained Note, other than to an Affiliate of the Sponsor, shall be made unless such transfer is made pursuant to, (i) an effective registration statement under the Securities Act and any applicable state securities laws or, (ii) is exempt from the registration requirements under the Securities Act and such state securities laws.

• For the purposes of this Section 2.4(j), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Retained Note.

• No Retained Note has been or will be registered under the Securities Act or any other applicable securities or “blue sky” laws of any state or other jurisdiction, and no Retained Note or any interest therein may be resold, assigned, pledged or otherwise transferred except in compliance with the registration requirements of the Securities Act or any other applicable Securities or “blue sky” laws, pursuant to an exemption therefrom or in a transaction not subject thereto.

More Definitions of Retained Note

Retained Note. As defined in Section 9.4.

Retained Note means any Series 2017-1 Note held by the Issuing Entity or a Person that is considered the same Person as the Issuing Entity for Federal income tax purposes until such time as such Series 2017-1 Note is transferred, for Federal income tax purposes, to a Person that is not the Issuing Entity or a Person that is considered the same Person as the Issuing Entity for Federal income tax purposes in the form of a Global Note in compliance with the provisions of this Indenture Supplement and the Indenture. For the avoidance of doubt, the Depositor has not retained any Series 2017-1 Note.

Retained Note means any Note retained in the initial offering thereof by the Trust Depositor or Harley-Davidson Credit or conveyed to an Affiliate of either such entity.

Retained Note. As defined in Section 14.3.

Retained Note means any Class C Note.

Retained Note. Any Note held by a person that, for federal income tax purposes, owns or is treated as owning a 100% Percentage Interest of the Trust Certificate.

Retained Note means a note which does not satisfy the definition of a specimen but is retained at the completion of a print run for the purposes of use as a master machine proof, laboratory testing sheet or colour sheet and which (although of a design which could circulate as money) is not intended for circulation;