Privately Offered Notes definition
Examples of Privately Offered Notes in a sentence
Prior to a REMIC conversion no transfer, sale, pledge or other disposition of the Certificate or interest herein shall be made unless the intended transferee certifies in the form of Exhibit H hereto to the Owner Trustee, the Certificate Registrar, and the Indenture Trustee that, in connection with the transfer, it will acquire both the Trust Certificate and a 100% Percentage Interest in each Class of Privately Offered Notes then Outstanding, thus becoming a Single Owner upon completion of the transfer.
The Initial Holder (or any other Certificateholder or Note Owner of the Privately Offered Notes) is hereby prohibited from transferring any beneficial ownership interest in the Ownership Certificate or any Privately Offered Notes, except as provided in this Section 3.03 and Sections 2.03 and 2.04 of the Indenture.
The Initial Holder will be (i) the initial Certificateholder of a 100% Percentage Interest in the Ownership Certificates and (ii) the initial Note Owner of a 100% Percentage Interest in each of the Privately Offered Notes.
Notwithstanding the foregoing, any Privately Offered Notes may be pledged to secure indebtedness and may be the subject of repurchase agreements treated by the Single Owner as secured indebtedness for federal income tax purposes, provided that, for the avoidance of doubt, none of the Privately Offered Notes may be transferred by the related lender under any such indebtedness or repurchase agreement upon a default under such indebtedness or agreement except in accordance with the foregoing.
Prior to a REMIC Conversion, no transfer, sale, pledge or other disposition of any Privately Offered Notes shall be made, and the Note Registrar shall refuse to register any such transfer, sale, pledge or other disposition, unless the proposed transferee shall have delivered to the Owner Trustee, the Note Registrar, the Securities Administrator and the Indenture Trustee a certificate substantially in the form of Exhibit F hereto certifying that, following such transfer, it will be a Single Owner.