The Residual Interest Certificate Clause Samples
The Residual Interest Certificate clause defines the rights and obligations associated with a specific class of security, typically issued in structured finance transactions, that entitles its holder to receive any remaining cash flows after all other payment obligations have been satisfied. In practice, this certificate is often held by the sponsor or originator of a securitization and only receives payments if there are excess funds after senior and subordinate tranches are paid. Its core function is to allocate any residual value or risk in the transaction, ensuring that all primary obligations are met before any surplus is distributed, and often aligning the interests of the issuer with the performance of the underlying assets.
The Residual Interest Certificate. The Residual Interest Certificate shall be substantially in the form of Exhibit B-2 hereto. The Residual Interest Certificate shall be executed by the Owner Trustee on behalf of the Trust by manual or facsimile signature of an authorized officer of the Owner Trustee and shall be deemed to have been validly issued when so executed. The Trust Certificate bearing the manual or facsimile signature of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Owner Trustee shall be a valid and binding obligation of the Trust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the authentication and delivery of such Residual Interest Certificate or did not hold such offices at the date of such Residual Interest Certificate. The Residual Interest Certificate shall be dated the date of its authentication.
The Residual Interest Certificate. The Residual Interest Certificate shall be substantially in the form of Exhibit B-2 hereto. The Original Residual Interest Certificate was previously executed by the Owner Trustee on behalf of the Trust by manual or facsimile signature of an authorized officer of the Owner Trustee and deemed to have been validly issued when so executed. On the Closing Date, the Depositor shall exchange the Original Residual Interest Certificate for the Residual Interest Certificate. The Residual Interest Certificate shall be executed by the Owner Trustee on behalf of the Trust by manual or facsimile signature of an authorized officer of the Owner Trustee and shall be deemed to have been validly issued when so executed. The Residual Interest Certificate bearing the manual or facsimile signature of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Owner Trustee shall be a valid and binding obligation of the Trust, notwithstanding that such individuals or any of them ceased to be so authorized prior to the authentication and delivery of such Residual Interest Certificate or did not hold such offices at the date of such Residual Interest Certificate. The Residual Interest Certificate shall be dated the date of its authentication. Authentication and Delivery of Residual Interest Certificate. The Owner Trustee previously, on December 17, 2013, caused to be authenticated and delivered to the Residual Interest Owner upon the order of the Depositor, in exchange for the assets constituting the Trust Estate, the Original Residual Interest Certificate duly authenticated by the Owner Trustee, evidencing the entire residual economic ownership of the Trust. As indicated above in Section 3.06, on the Closing Date, the Residual Interest Owner shall exchange the Original Residual Interest Certificate for the Residual Interest Certificate. No Residual Interest Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Residual Interest Certificate a certificate of authentication substantially in the form set forth in the form of Residual Interest Certificate attached hereto as Exhibit B-2, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Residual Interest Certificate shall be conclusive evidence, and the only evidence, that such Residual Interest Certificate has been duly authenticated and delivered hereunder. Up...
The Residual Interest Certificate. (a) The Residual Interest Certificate shall be substantially in the form set forth in Exhibit A hereto, with such changes as may be specified in a supplement to this Agreement. The Residual Interest Certificate shall be executed on behalf of the Trust by manual or facsimile signature of an authorized officer of the Trustee. The Residual Interest Certificate bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefit of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Residual Interest Certificate or did not hold such offices at the date of authentication and delivery of such Residual Interest Certificate.
(b) No transfer or exchange of the Residual Interest Certificate shall be made without the prior written consent of the Controlling Noteholder. Upon the completion of any transfer approved by the Controlling Noteholder, the transferee of the Residual Interest Certificate shall become a Holder and shall be entitled to the rights and subject to the obligations of a Holder hereunder upon such transferee’s acceptance of a Residual Interest Certificate duly registered in such transferee’s name pursuant to Section 3.05.
The Residual Interest Certificate. The Residual Interest Certificate shall be substantially in the form of Exhibit B-2 hereto. The Original Residual Interest Certificate was previously executed by the Owner Trustee on behalf of the Trust by manual or facsimile signature of an authorized officer of the Owner Trustee and deemed to have been validly issued when so executed. On the Closing Date, the Depositor shall exchange the Original Residual Interest Certificate for the Residual Interest Certificate. The Residual Interest Certificate shall be executed by the Owner Trustee on behalf of the Trust by manual or facsimile signature of an authorized officer of the Owner Trustee and shall be deemed to have been validly issued when so executed. The Residual Interest Certificate bearing the manual or facsimile signature of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Owner Trustee shall be a valid and binding obligation of the Trust, notwithstanding that such individuals or any of them ceased to be so authorized prior to the authentication and delivery of such Residual Interest Certificate or did not hold such offices at the date of such Residual Interest Certificate. The Residual Interest Certificate shall be dated the date of its authentication.