Common use of Limitations on Transfer of Trust Certificates Clause in Contracts

Limitations on Transfer of Trust Certificates. (a) An Owner may Transfer all or a portion of its Ownership Interest only upon the approval of the Board of Managers or pursuant to an agreement approved by the Board of Managers and, in either case, only in conformity with the Loan Agreement as long as any Secured Obligations remain unpaid under the Basic Documents. (b) No Transfer of a Trust Certificate will be made, and the Owner Trustee shall not be obligated to register any Transfer of a Trust Certificate, unless such Transfer is made pursuant to an effective registration statement under the Securities Act and in compliance with each applicable state securities laws or is exempt from the registration requirements of the Securities Act and such laws. Each Owner, by purchasing or otherwise acquiring ownership of a Trust Certificate, is deemed to have acknowledged and agreed that such Transfer complies with the registration provisions or exemptions from the Securities Act, applicable state securities laws or the Investment Company Act of 1940, as amended. By its ownership of a Trust Certificate, and unless otherwise provided pursuant to an opinion of counsel to the Trust concluding that adverse consequences under the federal securities laws would not result, each Owner will be deemed to have represented that it is an institutional Accredited Investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and a Qualified Purchaser within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended. The Owner Trustee shall not be responsible for ascertaining whether any Transfer complies with this Agreement, the registration provisions or exemptions from the Securities Act, applicable state securities laws or the Investment Company Act of 1940, as amended. (c) Each Owner by purchase of a Trust Certificate is deemed hereby to have acknowledged and agreed that such Owner is not an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) which is subject to the provisions of Title I of ERISA, a plan (as defined in Section 4975(e)(1) of the Code, other than a governmental or church plan described in Section 4975(g)(2) or (3) of the Code) which is subject to Section 4975 of the Code, a no governmental plan subject to any federal, state or local law, which is, to a material respect, similar to the foregoing provisions of Title I of ERISA or Section 4975 of the Code (a “Similar Law”), (each of the foregoing plans a “Plan”) or an entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity. Each prospective purchaser of a Trust Certificate or any interest therein, by purchasing a Trust Certificate or any interest therein, represents that it is not a Plan or an entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity. The Owner Trustee shall not be required to register any Transfer of a Trust Certificate within ten Business Days preceding any Distribution Date.

Limitations on Transfer of Trust Certificates. (a1) An Owner may No --------------------------------------------- Transfer all of a Trust Certificate or a portion of its Ownership Interest only upon other interest in the approval of Trust shall be made to any Person unless such Person delivers to the Board of Managers or pursuant to Trustee an agreement approved by instrument substantially in the Board of Managers and, in either case, only in conformity with the Loan Agreement form attached hereto as long as any Secured Obligations remain unpaid under the Basic Documents.Exhibit D. (b2) No Transfer of a Trust Certificate will or other interest in the Trust shall be made, and the Owner Trustee shall not be obligated to register any Transfer of a Trust Certificate, made unless such Transfer is made pursuant to an effective registration statement under the Securities Act and in compliance with each applicable state securities laws or is exempt from the registration requirements of the Securities Act of 1933, as amended, and such any applicable state securities laws. Each OwnerIn the event of a Transfer, by purchasing (i) if the Transferee is not a QIB, the Trustee or otherwise acquiring ownership the Designee may request that it receive a written Opinion of Counsel from the Transferor in form and substance reasonably satisfactory to the Trustee or Designee, as applicable, stating that such Transfer is exempt from the Securities Act of 1933 and any applicable state securities laws, which Opinion of Counsel shall not be an expense of the Trustee or Designee, and (ii) the Transferor (other than the Initial Certificateholder) shall, and does hereby agree to, indemnify the Trustee, the Designee, the Trust Company, and the Trust against any liability that may result if the Transfer is not so exempt or is not made in accordance with such Federal and state laws. (3) No Transfer of a Trust Certificate, is deemed to have acknowledged and agreed that Certificate or other interest in or distribution right in respect of the Trust shall be made if such Transfer complies with would result in the registration provisions or exemptions from the Securities Act, applicable state then outstanding securities laws or the Investment Company Act of 1940, as amended. By its ownership of a Trust Certificate, and unless otherwise provided pursuant to an opinion of counsel to issued by the Trust concluding that adverse consequences under (including without limitation the federal securities laws would not resultTrust Certificates, each Owner will be deemed to have represented that it is an institutional Accredited Investor the Subordinated Participation Interest, the Advisory Fee and the Notes) being held by more than 100 "persons" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and a Qualified Purchaser within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended. The Owner Trustee shall not amended (the "Investment Company Act"), or that would otherwise cause the Trust to be responsible for ascertaining whether any Transfer complies with this Agreement, the registration provisions or exemptions from the Securities Act, applicable state securities laws or treated as an "investment company" under the Investment Company Act of 1940, as amendedor that would result in the Trust Certificates or any interest therein being held by more than 55 such "persons." (c4) Each Owner by purchase of a Trust Certificate is deemed hereby to have acknowledged and agreed that such Owner is not an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) which is subject to the provisions of Title I of ERISA, a plan (as defined in Section 4975(e)(1) of the Code, other than a governmental or church plan described in Section 4975(g)(2) or (3) of the Code) which is subject to Section 4975 of the Code, a no governmental plan subject to any federal, state or local law, which is, to a material respect, similar to the foregoing provisions of Title I of ERISA or Section 4975 of the Code (a “Similar Law”), (each of the foregoing plans a “Plan”) or an entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity. Each prospective purchaser No Transfer of a Trust Certificate or other interest in the Trust shall be made if such Transfer would result in the ownership thereof by (i) a competitor of API or any interest thereinAffiliate thereof as of the proposed date of Transfer or (ii) a Major Studio or any other studio that self-distributes domestically. (5) No Transfer of any Trust Certificate, by purchasing a Trust Certificate the Subordinated Participation Interest, the Advisory Fee or any interest therein, represents that it is not a Plan or an entity whose underlying assets include “plan assets” by reason of a Plan’s investment therein shall be permitted to the extent such Transfer would result in there being more than 75 holders thereof in the entity. The Owner Trustee shall not be required to register aggregate for purposes of the "publicly traded partnership" provisions of Section 7704 of the Internal Revenue Code of 1986, Treasury Regulation Section 1.7704-1(h) or any Transfer of a Trust Certificate within ten Business Days preceding any Distribution Daterelevant successor provisions.

Limitations on Transfer of Trust Certificates. (a) An Owner may Transfer all or a portion of its Ownership Interest only upon the approval of the Board of Managers or pursuant to an agreement approved by the Board of Managers and, in either case, only in conformity with the Loan and Security Agreement as long as any Secured Obligations remain amount remains unpaid under the Basic DocumentsLoan; provided, however, that an Owner may Transfer all or a portion of its Ownership Interest to the collateral agent without the consent of the Board of Managers upon (i) the occurrence and during the continuance of an Event of Default and (ii) the Standback Termination Date, as such terms are defined in the Collateral Assignment of Ownership Interest. (b) No Transfer of a Trust Certificate will be made, and the Owner Trustee shall not be obligated to register any Transfer of a Trust Certificate, unless such Transfer is made pursuant to an effective registration statement under the Securities Act and in compliance with each applicable state securities laws or is exempt from the registration requirements of the Securities Act and such laws. Each Owner, by purchasing or otherwise acquiring ownership of a Trust Certificate, is deemed to have acknowledged and agreed that such Transfer complies with the registration provisions or exemptions from the Securities Act, applicable state securities laws or the Investment Company Act of 1940, as amended. By its ownership of a Trust Certificate, and unless otherwise provided pursuant to an opinion of counsel to the Trust concluding that adverse consequences under the federal securities laws would not result, each Owner will be deemed to have represented that it is an institutional Accredited Investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and a Qualified Purchaser within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended. The Owner Trustee shall not be responsible for ascertaining whether any Transfer complies with this Agreement, the registration provisions or exemptions from the Securities Act, applicable state securities laws or the Investment Company Act of 1940, as amended. (c) Each Owner by purchase of a Trust Certificate is deemed hereby to have acknowledged and agreed that such Owner is not an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) which is subject to the provisions of Title I of ERISA, a plan (as defined in Section 4975(e)(1) of the Code, other than a governmental or church plan described in Section 4975(g)(2) or (3) of the Code) which is subject to Section 4975 of the Code, a no governmental plan subject to any federal, state or local law, which is, to a material respect, similar to the foregoing provisions of Title I of ERISA or Section 4975 of the Code (a “"Similar Law”"), (each of the foregoing plans a “"Plan”") or an entity whose underlying assets include “"plan assets” " by reason of a Plan’s 's investment in the entity. Each prospective purchaser of a Trust Certificate or any interest therein, by purchasing a Trust Certificate or any interest therein, represents that it is not a Plan or an entity whose underlying assets include “"plan assets” " by reason of a Plan’s 's investment in the entity. The Owner Trustee shall not be required to register any Transfer of a Trust Certificate within ten Business Days preceding any Distribution Date.

Limitations on Transfer of Trust Certificates. (a) An Owner may Transfer all or a portion of its Ownership Interest only upon the approval of the Board of Managers or pursuant to an agreement approved by the Board of Managers and, in either case, only in conformity with the Loan and Security Agreement as long as any Secured Obligations remain amount remains unpaid under the Basic DocumentsLoan; provided, however, that an Owner may Transfer all or a portion of its Ownership Interest to the collateral agent without the consent of the Board of Managers upon the occurrence and during the continuance of an Event of Default. (b) No Transfer of a Trust Certificate will be made, and the Owner Trustee shall not be obligated to register any Transfer of a Trust Certificate, unless such Transfer is made pursuant to an effective registration statement under the Securities Act and in compliance with each applicable state securities laws or is exempt from the registration requirements of the Securities Act and such laws. Each Owner, by purchasing or otherwise acquiring ownership of a Trust Certificate, is deemed to have acknowledged and agreed that such Transfer complies with the registration provisions or exemptions from the Securities Act, applicable state securities laws or the Investment Company Act of 1940, as amended. By its ownership of a Trust Certificate, and unless otherwise provided pursuant to an opinion of counsel to the Trust concluding that adverse consequences under the federal securities laws would not result, each Owner will be deemed to have represented that it is an institutional Accredited Investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and a Qualified Purchaser within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended. The Owner Trustee shall not be responsible for ascertaining whether any Transfer complies with this Agreement, the registration provisions or exemptions from the Securities Act, applicable state securities laws or the Investment Company Act of 1940, as amended. (c) Each Owner by purchase of a Trust Certificate is deemed hereby to have acknowledged and agreed that such Owner is not an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) which is subject to the provisions of Title I of ERISA, a plan (as defined in Section 4975(e)(1) of the Code, other than a governmental or church plan described in Section 4975(g)(2) or (3) of the Code) which is subject to Section 4975 of the Code, a no governmental plan subject to any federal, state or local law, which is, to a material respect, similar to the foregoing provisions of Title I of ERISA or Section 4975 of the Code (a “Similar Law”), (each of the foregoing plans a “Plan”) or an entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity. Each prospective purchaser of a Trust Certificate or any interest therein, by purchasing a Trust Certificate or any interest therein, represents that it is not a Plan or an entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity. The Owner Trustee shall not be required to register any Transfer of a Trust Certificate within ten Business Days preceding any Distribution Date.