Limitation on Transfer and Exchange. The Notes have not been registered or qualified under the Securities Act or the securities laws of any state. No transfer of any Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and registration or qualification under applicable state securities laws or is exempt from such registration or qualification. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and applicable state securities laws, the Issuer shall require, in order to assure compliance with the Securities Act, that the prospective transferee certify to the Issuer and the Trustee in writing the facts surrounding the transfer in the form of the investment letter described in Exhibit C hereto or such other form as the Issuer may agree to accept, in its sole discretion (each such letter, an “Investment Letter”). Neither the Issuer nor the Trustee is obligated to register or qualify the Issuer or Notes (or any offering or sale thereof) under the Securities Act or any other securities law. While not conceding that the Issuer is an investment company within the meaning of the Investment Company Act, in no event shall the transfer of a Note be permitted if the transfer would cause the loss to the Issuer of a necessary exemption under the Investment Company Act of 1940, as amended. The Notes may not be acquired or transferred to an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a plan described in Section 4975(e)(1) of the Code, or any entity deemed to hold plan assets of a benefit plan or plan unless the acquiror or the transferee represents that its acquisition and holding of the Notes will at all times be exempt from the prohibited transaction provisions of ERISA and Section 4975 of the Code under PTE 84-14, PTE 90-1, PTE 91-38, PTE 95-60 or PTE 96-23 or a similar exemption. The Trustee and the Note Registrar shall not permit a transfer of a Note if such transfer would result in the Issuer having more than eight (8) registered Noteholders as shown in the Note Register or five (5) registered Noteholders excluding the initial Noteholder and its direct transferees. Further, if its absence will be deemed adverse to the Issuer pursuant to an opinion of counsel to that effect, each purchaser of a Note other than the initial purchaser of the Notes will be required to represent that it is not a partnership, grantor trust or S corporat...
Limitation on Transfer and Exchange. (a) The Notes have not been registered or qualified under the Securities Act of 1933 (the 1933 Act") or the securities laws of any state. No transfer of any Note shall be made unless that transfer is made in a transaction which does not require registration or qualification under the 1933 Act or under applicable state securities laws. In the event that a transfer is to be made without registration or qualification, such Noteholder's prospective transferee shall either (i) deliver to the Indenture Trustee an investment letter substantially in the form set forth on Exhibit A hereto, or other applicable document (the "Investment Letter") or (ii) deliver to the Indenture Trustee an opinion of counsel that the transfer is exempt from the Act. Neither the Issuer nor the Indenture Trustee is obligated to register or qualify the Notes under the 1933 Act or any other securities law. Any such Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee, MBIA and the Issuer against any liability, cost or expense (including attorneys' fees) that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. The Indenture Trustee shall promptly, after receipt of such information as is set forth in the next succeeding sentence, furnish to any Holder, or any Prospective Owner designated by a Holder, the information required to be delivered to Holders and Prospective Owners of Notes in connection with resales of the Notes to permit compliance with Rule 144A of the 1933 Act in connection with such resales. Such information shall be provided to the Indenture Trustee by the Servicer.
Limitation on Transfer and Exchange. (1) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Security Depository, in accordance with this Indenture and the procedures of the Security Depository therefor, which shall include restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in a Global Note may be transferred to persons who take delivery thereof in the form of a beneficial interest in the same Global Note in accordance with the transfer restrictions set forth in the legend in subsection (d)(xii) of Section 2.07.
Limitation on Transfer and Exchange. (a) The Notes have not been registered or qualified under the Securities Act of 1933 (the "1933 Act") or the securities laws of any state. No transfer of any Note shall be made unless that transfer is made in a transaction which does not require registration or qualification under the 1933 Act or under applicable state securities laws. In the event that a transfer of a Note is to be made, such Noteholder's prospective transferee shall deliver or shall have previously delivered to the Indenture Trustee an investment and assumption letter, substantially in the form of Exhibit B attached hereto (the "Investment Letter"), or, if the Accumulation --------- Period is terminated, in lieu of an Investment Letter, such transferee may deliver an opinion of counsel (which can be either outside counsel or in-house counsel) that the transfer is exempt from the 1933 Act. Neither the Issuer nor the Indenture Trustee is obligated to register or qualify the Notes under the 1933 Act or any other securities law. Any such Noteholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee (which shall include its officers, directors, employees and agents) and the Issuer against any liability, cost or expense (including attorneys' fees and expenses) that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Such indemnification shall not require the posting of a bond.
Limitation on Transfer and Exchange. (a) The Certificates have not been registered or qualified under the Securities Act of 1933, as amended (the "1933 Act") or the securities laws of any state. No transfer of any Certificate shall be made unless that transfer is made in a transaction which does not require registration or qualification under the 1933 Act or under applicable state securities or "Blue Sky" laws. In the event that a transfer is to be made without registration or qualification, such Certificateholder's prospective transferee shall (i) deliver to the Trustee an Investment and Assumption Letter and (ii) if the Trustee deems necessary (in other than a transfer under Rule 144A), deliver to the Trustee an opinion of counsel that the transfer is exempt from such registration or qualification (which opinion shall not be at the expense of the Depositor, the Trustee, the Servicer or the Trust Estate). Neither the Depositor nor the Trustee is obligated to register or qualify the Certificates under the 1933 Act or any other securities law. Any such Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability, cost or expense (including attorneys' fees) that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. The Trustee shall promptly, after receipt of such information as is set forth in the next succeeding sentence, furnish to any Holder, or any prospective owner designated by a Holder, the information required to be delivered to Holders and prospective owners of Certificates in connection with resales of the Certificates to permit compliance with Rule 144A of the 1933 Act in connection with such resales. Such information shall be provided to the Trustee by the Servicer.
Limitation on Transfer and Exchange. (a) No Certificateholder may sell or transfer any Certificate (whether voluntarily, involuntarily or by operation of law) except with the prior written consent of the other Certificateholders, which consent shall not be unreasonably withheld or delayed. Any sale or transfer without the prior written consent of the Certificateholders shall be null and void and confer no rights on the purchaser or transferee with respect to the Trust, this Agreement or the Owner Trustee.
Limitation on Transfer and Exchange. The Notes will not be registered or qualified under the Securities Act of 1933, as amended (the "1933 Act"), or the securities laws of any State. If the Notes of any Class are no longer held by The Depository Trust Company pursuant to Section 3.10, then the restrictions set forth in this Section 3.05 shall apply to transfers of such Notes. In such event, no transfer of any Note shall be made unless that transfer is made in a transaction which does not require registration or qualification under the 1933 Act or under applicable State securities laws. In the event that a transfer is to be made without registration or qualification, such Noteholder's prospective transferee shall either (i) deliver to the Trustee an investment letter substantially in the form set forth on Exhibit A hereto (the "Investment Letter") or (ii) deliver to the Trustee an opinion of counsel that the transfer is exempt from the 1933 Act. Such opinion may be given by an attorney that is an employee or officer of such transferee. Neither the Issuer nor the Trustee is obligated to register or qualify the Notes under the 1933 Act or any other securities law. The Trustee shall have no liability to the Trust Estate or any Noteholder arising from a transfer of any such Note in reliance upon a certification or opinion described in this Section 3.05.
Limitation on Transfer and Exchange. The Notes have not been registered or qualified under the Securities Act of 1933 (the "1933 Act") or the securities laws of any state. No transfer of any Note shall be made unless such transfer is made pursuant to an effective registration statement under the 1933 Act and registration or qualification under applicable state securities laws or is exempt from such registration or qualification. In the event that a transfer is to be made in reliance upon an exemption from the 1933 Act and applicable state securities laws, the Trustee shall require, in order to assure compliance with the 1933 Act, that the owner desiring to effect such transfer and such owner's prospective transferee each certify to the Company and Trustee in writing the facts surrounding the transfer in the form of either Exhibit 1 or Exhibit 2 to the Note Purchase Agreement. The Trustee may conclusively rely upon a Rule 144A Representation Letter from the prospective transferee in the form attached as Exhibit 2 to the Note Purchase Agreement or upon an investment letter from the prospective transferee in the form attached as Exhibit 1 to the Note Purchase Agreement to establish the availability of such exemption. Neither the Company nor the Trustee is obligated to register or qualify the Notes under the 1933 Act or any other securities law. The Trustee shall have no liability to the Trust Estate or otherwise arising from a transfer of any such Note in reliance upon a certification or Rule 144A Representation Letter described in this Section 3.5.
Limitation on Transfer and Exchange. The Bonds have not been registered or qualified under the 1933 Act or the securities laws of any state. Notwithstanding Section 206 hereof, so long as the Credit Facility secures the Bonds, no transfer of any Bond shall be made unless such transfer is made in a transaction which does not require registration or qualification under the 1933 Act or under any applicable state securities laws. The Trustee shall not register any transfer or exchange of a Bond unless (i) such Bondholder's prospective transferee delivers to the Trustee an investment letter substantially in the form set forth as Exhibit H to this Indenture; or (ii) an opinion of counsel in form and substance reasonably satisfactory to the Trustee and the Credit Enhancer that such transfer or exchange is made in accordance with an applicable exemption from the 1933 Act and applicable state securities laws and such opinion is addressed to and delivered to the Trustee, the Borrower and the Credit Enhancer; or (iii) such transferee is an Eligible Transferee (as defined below) and the Remarketing Agent has delivered a certificate stating that such transfer complies with the exemption from registration provided by Rule 144A under the 1933 Act. As used in this Section, an "Eligible Transferee" is an entity that appears on a list provided by the Remarketing Agent and which has delivered an investment letter to the Trustee substantially in the form set forth as Exhibit H to this Indenture, provided, however, that such list and investment letter are dated as of a date within the preceding twelve months. Any such holder desiring to effect such transfer shall, and does hereby, agree to indemnify the Trustee, the Borrower and the Credit Enhancer against any liability, cost or expense (including attorneys' fees) that may result if the transfer is not so exempt, or is not made in accordance with such federal and state laws. The provisions of this paragraph shall not be applicable in the event that the Issuer, the Trustee, the Borrower and the Credit Enhancer shall have received an opinion of counsel in form and substance satisfactory to the Issuer, the Trustee and the Credit Enhancer that the Bonds and the Credit Facility are exempt from registration under the 1933 Act and any applicable state securities laws. [End of Article II]
Limitation on Transfer and Exchange. The Notes will not be registered or qualified under the Securities Act or the securities laws of any State. If the Notes of any Class are no longer held by The Depository Trust Company pursuant to Section 3.10, then the restrictions set forth in this Section 3.05 shall apply to transfers of such Notes. In such event, no transfer of any Note shall be made unless that transfer is made in a transaction which does not require registration or qualification under the Securities Act or under applicable State securities laws. In the event that a transfer is to be made without registration or qualification, such Noteholder's prospective transferee shall either (i) deliver to the Trustee an investment letter substantially in the form set forth on Exhibit A hereto (the "Investment Letter") or (ii) deliver to the Trustee an opinion of counsel that the transfer is exempt from the Securities Act. Such opinion may be given by an attorney that is an employee or officer of such transferee. Neither the Issuer nor the Trustee is obligated to register or qualify the Notes under the Securities Act or any other securities law. The Trustee shall have no liability to the Trust Estate or any Noteholder arising from a transfer of any such Note in reliance upon a certification or opinion described in this Section 3.05.
