Residual Interest Certificate Ownership Clause Samples

The Residual Interest Certificate Ownership clause defines who holds legal and beneficial ownership of residual interest certificates in a securitization or similar financial arrangement. Typically, this clause specifies the party entitled to receive any remaining cash flows after all other obligations have been paid, and may outline the rights, responsibilities, and transferability of these certificates. By clearly establishing ownership, the clause ensures that the allocation of residual profits is transparent and helps prevent disputes over entitlement to excess funds.
Residual Interest Certificate Ownership. (a) Upon the formation of the Trust by the contribution by the Depositor pursuant to Section 2.05 hereof the Owner shall be the sole equity owner of the Trust. The Residual Interest Certificate must at all times be held by either the Residual Interest Owner or its transferee. (b) No transfer of the Residual Interest Certificate shall be made unless such transfer is made in a transaction which does not require registration or qualification under the Securities Act of 1933 or qualification under any state securities or "Blue Sky" laws. Neither the Owner Trustee nor the Certificate Registrar shall effect the registration of any transfer of the Residual Interest Certificate unless (i) prior to such transfer the Owner Trustee shall have received a Tax Opinion, and (ii) following such transfer, there would be no more than one holder of the Residual Interest Certificate and the holder of the Residual Interest Certificate would not be a Foreign Person, a partnership, Subchapter S corporation or grantor trust.
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Residual Interest Certificate Ownership. 13 Section 3.06. The Residual Interest Certificate...................................................................... 14 Section 3.07. Authentication and Delivery of Residual Interest Certificate........................................ 14 Section 3.08. Registration of Transfer and Exchange of Residual Interest Certificate.......................... 15
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Residual Interest Certificate Ownership. (a) Since the formation of the Trust by the contribution by the Depositor as set forth in Section 2.05 hereof, the Residual Interest Owner has been the sole economic owner of the Trust and the Residual Interest Certificate (as “Residual Interest Certificate” is defined in the Amended Trust Agreement, the “Original Residual Interest Certificate”). The Residual Interest Certificate must at all times be held by either the Residual Interest Owner or its transferee. (b) No transfer of the Residual Interest Certificate or beneficial interest therein shall be made unless such transfer is made in a transaction which does not require registration or qualification under the Securities Act, or qualification under any state securities or “Blue Sky” laws. Neither the Owner Trustee nor the Certificate Registrar shall effect the registration of any transfer of the Residual Interest Certificate or a beneficial interest therein unless (i) prior to such transfer, the Owner Trustee shall have received a tax opinion, substantially similar to, and covering the same issues as, the tax opinion rendered on the Closing Date and that there will be no adverse federal income tax consequences to the Trust or the Noteholders as a result of the transfer, (ii) the transferee, by its acceptance of a Residual Interest Certificate or beneficial interest in a Residual Interest Certificate, covenants and agrees that such transferee will not at any time institute against the Trust or the Depositor, or join in any institution against the Trust or the Depositor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Residual Interest Certificate, the Notes, the Trust Agreement or any of the other Transaction Documents and (iii) following such transfer, there would be no more than one holder or beneficial owner of the Residual Interest Certificate and the holder or beneficial owner of the Residual Interest Certificate would not be a Foreign Person, a partnership, S corporation or grantor trust for U.S. federal income tax purposes. Notwithstanding the foregoing, the Residual Interest Certificate shall at no time be pledged, collaterally assigned, or otherwise made available, whether directly or indirectly, by the Residual Interest Owner or its transferee as collateral, security or the source of payment for a loan or any other obligat...
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Residual Interest Certificate Ownership. (a) Since the formation of the Trust by the contribution by the Depositor as set forth in Section 2.05 hereof, the Residual Interest Owner has been the sole economic owner of the Trust and the Residual Interest Certificate (as “Residual Interest Certificate” is defined in the Previously Amended Trust Agreement, the “Original Residual Interest Certificate”). The Residual Interest Certificate must at all times be held by either the Residual Interest Owner or its transferee. (b) No transfer of the Residual Interest Certificate or beneficial interest therein shall be made unless such transfer is made in a transaction which does not require registration or qualification under the Securities Act, or qualification under any state securities or “Blue Sky” laws. Neither the Owner Trustee nor the Certificate Registrar shall effect the registration of any transfer of the Residual Interest Certificate or a beneficial interest therein unless (i) prior to such transfer, the Owner Trustee shall have received a tax opinion, substantially similar to, and covering the same issues as, the tax opinion rendered on the Closing Date and that there will be no adverse federal income tax consequences to the Trust or the Noteholders as a result of the transfer, (ii) the transferee, by its acceptance of a Residual Interest Certificate or beneficial interest in a Residual Interest Certificate, covenants and agrees that such transferee will not at any time institute against the Trust or the Depositor, or join in any institution against the Trust or 13
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Residual Interest Certificate Ownership. (a) Since the formation of the Trust by the contribution by the Depositor as set forth in Section 2.05 hereof, the Residual Interest Owner has been the sole economic owner of the Trust and the Residual Interest Certificate (as “Residual Interest Certificate” is defined in the Previously Amended Trust Agreement, the “Original Residual Interest Certificate”). The Residual Interest Certificate must at all times be held by either the Residual Interest Owner or its transferee. (b) No transfer of the Residual Interest Certificate or beneficial interest therein shall be made unless such transfer is made in a transaction which does not require registration or qualification under the Securities Act, or qualification under any state securities or “Blue Sky” laws. Neither the Owner Trustee nor the Certificate Registrar shall effect the registration of any transfer of the Residual Interest Certificate or a beneficial interest therein unless (i) prior to such transfer, the Owner Trustee shall have received a tax opinion, substantially similar to, and covering the same issues as, the tax opinion rendered on the Closing Date and that there will be no adverse federal income tax consequences to the Trust or the Noteholders as a result of the transfer, (ii) the transferee, by its acceptance of a Residual Interest Certificate or beneficial interest in a Residual Interest Certificate, covenants and agrees that such transferee will not at any time institute against the Trust or the Depositor, or join in any institution against the Trust or 13
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Related to Residual Interest Certificate Ownership

  • Initial Certificate Ownership Since the formation of the Trust by the contribution by the Depositor pursuant to Section 2.5, the Depositor has been the sole Certificateholder.

  • The Trust Certificates The Trust Certificates shall represent in the aggregate a 100% Percentage Interest in the Trust. On the date hereof, the Depositor or its designee shall be the sole Certificateholder of each of the Trust Certificates and each of the Trust Certificates shall be registered, upon initial issuance, in the name of the Depositor or its designee. The Trust Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee. Trust Certificates 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 Owner Trustee, 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 Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. A transferee of a Trust Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04.

  • Trust Certificates and Transfer of Interests Section 3.01 [Reserved].

  • Residual Interest Notwithstanding anything to the contrary contained herein, the Company is hereby authorized to retain from amounts otherwise distributable to the Holders of the Class R-2 Residual Interest on any Distribution Date sufficient funds to reimburse the Company for the payment of such tax (to the extent that the Company has not been previously reimbursed therefor).

  • Depositor as Certificateholder The Depositor in its individual or any other capacity may become the owner or pledgee of Certificates and may otherwise deal with the Owner Trustee or its Affiliates as if it were not the Depositor.