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.

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Underwritten Notes. (as set forth on Schedule A) to the several underwriters set forth on Schedule A (each, an “Underwriter”), for which Barclays Capital Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC, TD Securities (USA) LLC and ▇▇▇▇▇ Fargo 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 May 23, 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 May 30, 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 $40,502,150.82 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 May 30, 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 May 1, 2023 (the “Cutoff Date”), such Receivables to be sold to the Trust by the Company and to be serviced for the Trust ...

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.

• The Underwriters’ obligations to contribute hereunder are several in proportion to their respective principal amount of Underwritten Notes they have purchased hereunder, and not joint.

• The relative benefits received by the Transferor and the Bank on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) of the Notes received by the Transferor bear to the total underwriting discounts and commissions received by the Underwriters with respect to the Underwritten Notes.

• The Underwriters agree with the Transferor and the Bank that the Underwriters will not sell the Underwritten Notes through an office physically located in the State of Kansas, except to a person that is otherwise subject to Kansas income tax or Kansas franchise tax.

• The respective indemnities, agreements, representations, warranties and other statements set forth in or made pursuant to this Agreement or contained in certificates of officers submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, and will survive delivery of and payment for the Underwritten Notes.

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 Underwriters: [ ] Representative of the Underwriters: [ ] Servicer: Fieldstone Servicing Corp. (the “Servicer”) Subservicer: [ ] (“[ ],” or such capacity, the “Subservicer “)

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 or "Underwritten Securities" shall mean the Notes.

Underwritten Notes means the Class A-1 Notes, the Class A-2 Notes, $1,305,000,000 initial principal amount of the Class A-3 Notes, $718,000,000 initial principal amount of the Class A-4 Notes, $214,091,000 initial principal amount of the Class A-5 Notes and $83,595,000 initial principal amount of the Class B Notes purchased by the Underwriters under the Underwriting Agreement.

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