Retained Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) or by the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Trust, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F (the “Transferor Certificate”) and Exhibit G (the “Investment Letter”), in each case, with such revisions or modifications as may be determined by the Depositor. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) to an Affiliate thereof, there shall also be delivered to the Depositor and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which opinion of counsel shall not be an expense of the Depositor, the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained). The Trust shall cause the Depositor to provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act purs...
Retained Notes. The Notes initially retained by the Depositor or a Person treated as the same Person as the Depositor for U.S. federal income tax purposes. Schedule of Receivables: The schedule of Receivables attached to the First Step Receivables Assignment delivered on the Closing Date and originally held as part of the Trust, and on file at the locations listed on Exhibit A of the Trust Sale Agreement, as it may be amended from time to time.
Retained Notes. The Notes held by the Depositor or a Person treated as the same Person as the Depositor for U.S. federal income tax purposes.
Retained Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) or by the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with
Retained Notes. (a) 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.
Retained Notes. Those certain Classes, or portions of certain Classes, of Notes which, at the time of their issuance, are held by the beneficial owner of the Ownership Certificate or one of its affiliates. REIT: A real estate investment trust within the meaning of Section 856 of the Code. Securities and Exchange Act: The 1934 Securities and Exchange Act, as amended, including any rules or regulations enacted thereunder.
