Underwritten Notes definition

Underwritten Notes means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes purchased by the Underwriters under the Underwriting Agreement.

Underwritten Notes. (as set forth on Schedule A) to the several underwriters set forth on Schedule A (each, an “Underwriter”), for which J.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc., Mizuho Securities USA LLC and SG Americas Securities, LLC are each acting as a representative (in such capacity, each a “Representative” and collectively, the “Representatives”), pursuant to the terms of this underwriting agreement dated November 1, 2023 by and among the Company, American Honda Finance Corporation (“AHFC”) and the Representatives (this “Agreement”). The Notes will be issued pursuant to the Indenture, dated November 8, 2023 (the “Indenture”), between the Trust and U.S. Bank Trust Company, National Association (the “Indenture Trustee”). The Trust, the Company and AHFC, as sponsor (in such capacity, the “Sponsor”), hereby confirm their agreement with the Underwriters concerning the purchase of the Underwritten Notes from the Trust by the Underwriters. The Sponsor or a “majority-owned affiliate” of the Sponsor (as such term is defined in Regulation RR, 17 C.F.R. §246.1 et seq. (the “Risk Retention Rules”) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)), intends to retain an amount equal to at least 5% of the initial principal amount of each class of the Notes (the “Retained Interest”), pursuant to the requirements of the final rules contained in the Risk Retention Rules. Concurrently with the issuance of the Notes and sale of the Underwritten Notes as contemplated herein, the Trust will issue $47,233,371.17 aggregate principal amount of certificates of beneficial interest (the “Certificates”), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, dated November 8, 2023 (the “Trust Agreement”), among the Company, The Bank of New York Mellon, as owner trustee (in such capacity, the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee (in such capacity, the “Delaware Trustee”). The Certificates are subordinated to the Notes. The assets of the Trust will include, among other things, a pool of retail installment sale contracts secured by new and used Honda and Acura motor vehicles (including automobiles and light-duty trucks) (the “Receivables”) and certain monies due thereunder on or after October 1, 2023 (the “Cutoff Date”), such Receivables to be sold to the Trust by the Company and to ...

Underwritten Notes means the Notes sold by the Issuer to the Initial Purchasers pursuant to the Note Purchase Agreement.

Examples of Underwritten Notes in a sentence

• The interests of beneficial owners of the Underwritten Notes will be represented by book entries on the records of DTC and participating members thereof.

• This Agreement represents the entire agreement between the Seller and TMCC, on the one hand, and the Underwriters, on the other, with respect to the preparation of the Prospectus or the Preliminary Prospectus, the conduct of the offering and the purchase and sale of the Underwritten Notes.

• On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto.

• If the purchase of the Underwritten Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 hereof or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c) hereof, the Seller and TMCC will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Underwritten Notes.

• If this Agreement is terminated pursuant to Section 8 hereof or if for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, the Seller and TMCC shall remain responsible for the expenses to be paid or reimbursed by the Seller and TMCC pursuant to Section 5(i) hereof and the respective obligations of the Seller, TMCC and the Underwriters pursuant to Section 7 hereof shall remain in effect.

More Definitions of Underwritten Notes

Underwritten Notes. Class [ ] Notes Notes Retained by [the Seller]: Class [ ] Notes Underwriters: [ ] Lead Underwriter: [ ]

Underwritten Notes. Class [ ] Notes Notes Retained by [the Seller]: Class [ ] Notes Underwriter: [ ] Servicer: [ ]. (the “Servicer”) Subservicer: [ ] (“[ ],” or such capacity, the “Subservicer”) Indenture Trustee: [ ], (the “Indenture Trustee”)

Underwritten Notes means the subordinated debt securities of Buyer issued by Buyer in an offering underwritten by a nationally recognized underwriter pursuant to the Underwriter Letter.

Underwritten Notes means the Class A Notes.

Underwritten Notes. Class A Notes and Class M Notes Notes Retained by the Seller or affiliate thereof: Class M10 Notes and Class M11 Notes Underwriters: Bear, Xxxxxxx & Co. Inc. (“Bear Xxxxxxx”), Credit Suisse Securities (USA) LLC (“Credit Suisse”), Xxxxxx Brothers Inc. (“Xxxxxx”), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) Lead Underwriter: Bear, Xxxxxxx & Co. Inc.

Underwritten Notes or "Underwritten Securities" shall mean the Notes.

Underwritten Notes means the Notes sold by the Issuer to the Initial Purchaser pursuant to the Note Purchase and Placement Agency Agreement.