Trust Certificate Transfer Restrictions. No Trust Certificate or any interest therein may be acquired or held by or for the account of, or with the assets of, a Benefit Plan. By accepting and holding a Trust Certificate, the Holder thereof shall be required to have represented and warranted that it is not a Benefit Plan and that it is not acquiring and will not hold such Trust Certificate or any interest therein for the account of, or with the assets of, a Benefit Plan.
Trust Certificate Transfer Restrictions. The Trust Certificates may not be acquired by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets include plan assets by reason of a plan's investment in the entity (each, a "Benefit Plan"). By accepting and holding a Trust Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan.
Trust Certificate Transfer Restrictions. The Trust Certificate may not be acquired by or for the account of a Benefit Plan. By accepting and holding a Trust Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan nor will it hold such Trust Certificate for the account of a Benefit Plan. By accepting and holding a Trust Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan.
Trust Certificate Transfer Restrictions. (a) The Trust Certificates may not be acquired by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to the provisions of Title 1 of ERISA, (ii) a plan described in Section 4975(e) (1) of the Code or (iii) any entity whose underlying assets include plan assets by reason of such plan’s investment in the entity (each, a “Benefit Plan”). By accepting and holding a Trust Certificate, the Holder thereof and the beneficial owner of the Trust Certificate shall be deemed to have represented and warranted that it is not a Benefit Plan. The Owner Trustee shall have no duty to determine whether the Trust Certificates are owned by a Benefit Plan.
(b) With the exception of the transfer to the Seller hereunder and any transfer to FCC Receivables Corp., the Trust Certificates may not be offered or sold except to Qualified Institutional Buyers in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A thereunder. Each purchaser of the Trust Certificates will be deemed to have represented and agreed as follows:
(i) It is a Qualified Institutional Buyer as defined in Rule 144A promulgated under the Securities Act and is acquiring the Trust Certificates for its own institutional account or for the account of a Qualified Institutional Buyer.
(ii) It understands that the Trust Certificates will be offered in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Trust Certificates, such Trust Certificates may be resold, pledged or transferred only (a) to the Issuer (upon redemption), (b) to a person who the seller reasonably believes is a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (c) pursuant to an effective registration statement under the Securities Act.
(iii) It understands that the Trust Certificates will bear a legend substantially to the following effect: THE TRUST CERTIFICATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING ANY TRUST CERTIFICATE, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH...
Trust Certificate Transfer Restrictions. The Trust Certificates may not be acquired by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets include plan assets by reason of a plan's investment in the entity (each, a "Benefit Plan"). By accepting and holding a Trust Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan.
Trust Certificate Transfer Restrictions. The Trust Certificates may not be acquired by or for the account of (a) unless an Opinion of Counsel has been delivered in accordance with the third paragraph of Section 3.04, (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets by reason of a plan's investment in the entity or otherwise under ERISA (each, a "Benefit Plan"), or (b) a Person who is not either (A)
(1) a citizen or individual resident of the United States, (2) a corporation, partnership or other entity organized in or under the laws of the United States, any state thereof or the District of Columbia or (3) a Person not described in (A)(1) or (2) whose ownership of the Trust Certificates is effectively connected with such Person's conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Certificate will not result in any withholding obligation with respect to any payments with respect to the Trust Certificates by any Person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate the income of which is includible in gross income for federal income tax purposes regardless of source or a trust if (1) the court within the United States is able to exercise primary supervision of the administration of such trust and one or more United States persons have the authority to control all substantial decisions of the Issuer or (2) such trust was in existence on August 20, 1996 and properly elected to continue to be treated as a United States person. The purchaser of Trust Certificates must agree to provide a certification of non-foreign status signed under penalty of perjury and, alternatively, if it is a Person described in clause (A)(3) above, it will furnish to the transferor and the Owner Trustee or the Certificate Registrar a properly executed IRS Form W-8ECI and a new IRS Form W-8ECI upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or Opinions of Counsel as may be requested by the transferor and the Owner Trustee). By accepting and holding a Trust Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan.
Trust Certificate Transfer Restrictions. (a) The Trust Certificates may not be acquired by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity (each, a “Benefit Plan”). By accepting and holding a Trust Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan.
(b) No transfer (or purported transfer) of a Trust Certificate (or economic interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void, and no person shall otherwise become a Certificateholder, and none of the Trust, the Owner Trustee or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust and the Certificateholders that:
(i) it is acquiring the Trust Certificates for its own account and is the sole beneficial owner of such Trust Certificates and that it will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes, or (ii) is or will become a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes and at all times the aggregate value of any Class D Notes and Trust Certificates that it holds or beneficially owns represents, or will represent, less than 50% of the value of all of its assets and at no time will any Class D Notes and Trust Certificates that it holds or beneficially owns be disproportionately represented (in relation to its other assets) in the value of any of its ownership interests; and
(ii) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market” or “substantial equivalent thereof” within the meaning of Section 7704(b)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder;
(c) Notwithstanding anything to the contrary in this Agreement, no transfer (or purported transfer) of any Trust Certificate (or any economic inte...
Trust Certificate Transfer Restrictions. The Trust Certificates may not be acquired by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject to the provisions of Title 1 of ERISA, (ii) a plan described in Section 4975(e) (1) of the Code, or
Trust Certificate Transfer Restrictions. 34 Section 11.13. Extraordinary Transactions.............................................................................. 34 EXHIBITS Exhibit A Form of Certificate of Trust................................................... X-0 Xxxxxxx X-0 Form of Trust CertificateB-1 Exhibit B-2 Form of Residual Interest CertificateB-2 - 3 - KL2 3304888.6 This THIRD AMENDED AND RESTATED TRUST AGREEMENT dated as of September 30, 2022 (this “Agreement”), is entered into by and among BLUEGREEN TIMESHARE FINANCE CORPORATION I, a Delaware corporation, as Depositor (the “Depositor” or the “Residual Interest Owner”), GSS HOLDINGS, INC., as trust owner (the “Trust Owner”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation (the “Trust Company”), as owner trustee (the “Owner Trustee” and together with the Depositor and the Trust Owner, the “Original Parties”).
Trust Certificate Transfer Restrictions. 22 SECTION 11.14.
