Common use of Limitation on Transfer and Exchange Clause in Contracts

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. (b) No acquisition or transfer of a Note or any interest therein may be made to any "Benefit Plan Investor"(as defined in 29 C.F.R. (S)2510.3-101) or to any person who is directly or indirectly purchasing the Notes or an interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, such a Benefit Plan Investor unless the Indenture Trustee is provided with an Opinion of Counsel (which shall not be at the expense of the Indenture Trustee) to the effect that (i) either no "prohibited transaction" under ERISA or the Code will occur in connection with such prospective acquiror's or transferee's acquisition and holding of the Notes or that the acquisition and holding of the Notes by such prospective acquirer or transferee is subject to a statutory or administrative exemption, and (ii) that the prospective acquiror's or transferee's acquisition and holding will not subject the Issuer, the Servicer, or the Indenture Trustee to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those explicitly undertaken in the Transaction Documents. (c) The Indenture 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 described in this Section 2.07. (d) The Notes are not transferable by a Noteholder during the Accumulation Period to anyone other than a Liquidity Bank or Credit Bank without the prior consent of the Issuer, which consent shall not be unreasonably withheld. Any such transfer shall comply with the other requirements of this 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 such transfer is made in a transaction which does not require pursuant to an effective registration statement under the Securities Act and registration or qualification under the 1933 Act or under applicable state securities lawslaws or is exempt from such registration or qualification. In the event that a transfer of a Note is to be mademade in reliance upon an exemption from the Securities Act and applicable state securities laws, such Noteholder's the Issuer shall require, in order to assure compliance with the Securities Act, that the prospective transferee shall deliver or shall have previously delivered certify to the Indenture Issuer and the Trustee an investment and assumption letter, substantially in writing the facts surrounding the transfer in the form of the investment letter described in Exhibit B attached C hereto or such other form as the Issuer may agree to accept, in its sole discretion (the "each such letter, an “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 Issuer or Notes (or any offering or sale thereof) under the 1933 Securities 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 While not conceding that the Issuer against any liabilityis an investment company within the meaning of the Investment Company Act, cost or expense (including attorneys' fees and expenses) that may result if in no event shall 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. (b) No acquisition or 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 interest therein may be made entity deemed to any "Benefit Plan Investor"(as defined in 29 C.F.R. (S)2510.3-101) hold plan assets of a benefit plan or to any person who is directly or indirectly purchasing the Notes or an interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, such a Benefit Plan Investor plan unless the Indenture Trustee is provided with an Opinion of Counsel (which shall not be at the expense of the Indenture Trustee) to the effect that (i) either no "prohibited transaction" under ERISA acquiror or the Code will occur in connection with such prospective acquiror's or transferee's 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 acquisition and holding initial purchaser of the Notes by will be required to represent that it is not a partnership, grantor trust or S corporation of which (i) substantially all of the value of the interest of a person owning an interest in such prospective acquirer entity is attributable to the entity’s (direct or transferee is subject to indirect) interest in a statutory or administrative exemptionNote, and (ii) that the prospective acquiror's or transferee's acquisition and holding will not subject the Issuer, the Servicer, or the Indenture Trustee to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 a principal purpose of the Codeuse of the tiered arrangement is to permit the Issuer to satisfy the 100-person limitation in paragraph (h)(1)(ii) in addition to those explicitly undertaken in of Section 1.7704-1 of the Transaction Documents. (c) Treasury Regulations. The Indenture Issuer and the Trustee shall have no liability to the Trust Estate Noteholders or any Noteholder otherwise arising from a transfer of any such Note in reliance upon a certification described the Investment Letter delivered in this Section 2.07connection therewith. (d) The Notes are not transferable by a Noteholder during the Accumulation Period to anyone other than a Liquidity Bank or Credit Bank without the prior consent of the Issuer, which consent shall not be unreasonably withheld. Any such transfer shall comply with the other requirements of this 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 mademade without registration or qualification, such Noteholder's prospective transferee shall either (i) deliver or shall have previously delivered to the Indenture Trustee an investment and assumption letter, letter substantially in the form of set forth on Exhibit B attached hereto A hereto, or other applicable document (the "Investment Letter"), or, if ) or (ii) deliver to the Accumulation --------- Period is terminated, in lieu of an Investment Letter, such transferee may deliver Indenture Trustee 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 Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee (which shall include its officersTrustee, directors, employees and agents) MBIA and the Issuer against any liability, cost or expense (including attorneys' fees and expensesfees) 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 indemnification information shall not require be provided to the posting of a bondIndenture Trustee by the Servicer. (b) No acquisition or transfer of a Note Note, or any interest therein may be made to any "Benefit Plan Investor"(as Investor" (as defined in 29 C.F.R. (S)2510.3ss. 2510.3-101) or to any person who is directly or indirectly purchasing the Notes or an interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, such a Benefit Plan Investor unless the Indenture Trustee is provided with an Opinion of Counsel (which shall not be at evidence that establishes to the expense satisfaction of the Indenture Trustee) to the effect Trustee that (i) either no "prohibited transaction" under ERISA or the Code will occur in connection with such prospective acquiror's or transferee's acquisition acquisition. and holding of the Notes or that the acquisition and holding of the Notes by such prospective acquirer acquiror or transferee is subject to a statutory or administrative exemption, and (ii) that the prospective acquiror's or transferee's acquisition and holding will not subject the Issuer, the Servicer, the Indenture Trustee, or the Indenture Trustee Note Administrator to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those explicitly undertaken in the Transaction Documents. (c) . The Indenture 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 described in this Section 2.072.06. (d) The Notes are not transferable by a Noteholder during the Accumulation Period to anyone other than a Liquidity Bank or Credit Bank without the prior consent of the Issuer, which consent shall not be unreasonably withheld. Any such transfer shall comply with the other requirements of this 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 such transfer is made in a transaction which does not require pursuant to an effective registration statement under the Securities Act and registration or qualification under the 1933 Act or under applicable state securities lawslaws or is exempt from such registration or qualification. In the event that a transfer of a Note is to be mademade in reliance upon an exemption from the Securities Act and applicable state securities laws, such Noteholder's the Issuer shall require, in order to assure compliance with the Securities Act, that the prospective transferee shall deliver or shall have previously delivered certify to the Indenture Issuer and the Trustee an investment and assumption letter, substantially in writing the facts surrounding the transfer in the form of the investment letter described in Exhibit B attached C hereto or such other form as the Issuer may agree to accept, in its sole discretion (the each such letter, an "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 Issuer or Notes (or any offering or sale thereof) under the 1933 Securities 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 While not conceding that the Issuer against any liabilityis an investment company within the meaning of the Investment Company Act, cost or expense (including attorneys' fees and expenses) that may result if in no event shall 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. (b) No acquisition or 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 interest therein may be made entity deemed to any "Benefit Plan Investor"(as defined in 29 C.F.R. (S)2510.3-101) hold plan assets of a benefit plan or to any person who is directly or indirectly purchasing the Notes or an interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, such a Benefit Plan Investor plan unless the Indenture Trustee is provided with an Opinion of Counsel (which shall not be at the expense of the Indenture Trustee) to the effect that (i) either no "prohibited transaction" under ERISA acquiror or the Code will occur in connection with such prospective acquiror's or transferee's 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 acquisition and holding initial purchaser of the Notes by will be required to represent that it is not a partnership, grantor trust or S corporation of which (i) substantially all of the value of the interest of a person owning an interest in such prospective acquirer entity is attributable to the entity's (direct or transferee is subject to indirect) interest in a statutory or administrative exemptionNote, and (ii) that the prospective acquiror's or transferee's acquisition and holding will not subject the Issuer, the Servicer, or the Indenture Trustee to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 a principal purpose of the Codeuse of the tiered arrangement is to permit the Issuer to satisfy the 100-person limitation in paragraph (h)(1)(ii) in addition to those explicitly undertaken in of Section 1.7704-1 of the Transaction Documents. (c) Treasury Regulations. The Indenture Issuer and the Trustee shall have no liability to the Trust Estate Noteholders or any Noteholder otherwise arising from a transfer of any such Note in reliance upon a certification described the Investment Letter delivered in this Section 2.07connection therewith. (d) The Notes are not transferable by a Noteholder during the Accumulation Period to anyone other than a Liquidity Bank or Credit Bank without the prior consent of the Issuer, which consent shall not be unreasonably withheld. Any such transfer shall comply with the other requirements of this Section 2.07.

Limitation on Transfer and Exchange. (a) The Notes have will not been be registered or qualified under the Securities Act of 1933 1933, as amended (the "1933 Act") ), or the securities laws of any stateState. 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 State securities laws. In the event that a transfer of a Note is to be mademade without registration or qualification, such Noteholder's prospective transferee shall either (i) deliver or shall have previously delivered to the Indenture Trustee an investment and assumption letter, letter substantially in the form of set forth on Exhibit B attached A hereto (the "Investment Letter"), or, if ) or (ii) deliver to the Accumulation --------- Period is terminated, in lieu of an Investment Letter, such transferee may deliver Trustee an opinion of counsel (which can be either outside counsel or in-house counsel) that the transfer is exempt from the 1933 ActAct and will not result in the Issuer being required to register as an "investment company" under the Investment Company Act of 1940, as amended. Such opinion may be given by an attorney that is an employee or officer of such transferee. 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. (b) No acquisition or transfer of a Note or any interest therein may be made to any "Benefit Plan Investor"(as defined in 29 C.F.R. (S)2510.3-101) or to any person who is directly or indirectly purchasing the Notes or an interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, such a Benefit Plan Investor unless the Indenture Trustee is provided with an Opinion of Counsel (which shall not be at the expense of the Indenture Trustee) to the effect that (i) either no "prohibited transaction" under ERISA or the Code will occur in connection with such prospective acquiror's or transferee's acquisition and holding of the Notes or that the acquisition and holding of the Notes by such prospective acquirer or transferee is subject to a statutory or administrative exemption, and (ii) that the prospective acquiror's or transferee's acquisition and holding will not subject the Issuer, the Servicer, or the Indenture Trustee to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those explicitly undertaken in the Transaction Documents. (c) The Indenture 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 2.07. 3.05. Each Holder, by acceptance of any Note, agrees that such Holder will not offer, sell or transfer any Note to a Restricted Investor. Notwithstanding the foregoing restrictions on the offer, transfer or sale of the Notes, any Noteholder may offer, sell or transfer any of its Notes to any Permitted Institutional Investor (d) The Notes are not transferable by a Noteholder during the Accumulation Period to anyone other than a Liquidity Bank or Credit Bank without the prior consent Restricted Investor) holding securities in a Competitor as part of the Issuerits investment portfolio. In determining whether a transferee is a Restricted Investor, which consent a Noteholder shall not be unreasonably withheld. Any entitled to rely on a certificate to that effect executed by an authorized officer of such transfer shall comply with the other requirements of this Section 2.07Person.

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 Securities Act or under applicable state securities or "Blue Sky" 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 either (i) an investment and assumption letter, letter substantially in the form of set forth on Exhibit B attached C hereto (the "Investment Letter"), or, if the Accumulation --------- Period is terminated, in lieu of an Investment Letter, such transferee may deliver ) or (ii) an opinion of counsel (which can be either outside counsel or in-house counsel) that the transfer is exempt from such registration or qualification under the 1933 ActSecurities Act (which opinion shall not be at the expense of the Issuer, the Indenture Trustee, the Servicer or the Trust Estate). Neither the Issuer nor the Indenture Trustee is obligated to register or qualify the Notes under the 1933 Securities Act or any other securities law. Any such Noteholder Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee (which shall include its officersTrustee, directors, employees and agents) the Note Insurer and the Issuer against any liability, cost or expense (including attorneys' fees and expensesfees) that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Such indemnification MicroFinancial Incorporated (whether or not acting as Servicer) shall not require provide to the posting Indenture Trustee the information required to be delivered to Holders and prospective transferees of Notes in connection with resales of the Notes to permit compliance with Rule 144A promulgated under the Securities Act in connection with such resales and, promptly upon its receipt thereof, the Indenture Trustee shall furnish such information to any Holder or any prospective transferee designated by a bondHolder. (b) No acquisition or transfer of a Class A Note or any interest therein may be made to any "Benefit Plan Investor"(as defined in 29 C.F.R. (S)2510.3-101) Investor or to any person Person who is directly or indirectly purchasing the Class A Notes or an interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, such a Benefit Plan Investor unless the Indenture Trustee is provided with an Opinion of Counsel (which shall not be at evidence that establishes to the expense reasonable satisfaction of the Indenture Trustee) to the effect Trustee that (i) either no "prohibited transaction" under ERISA or the Code will occur in connection with such prospective acquiroracquirer's or transferee's acquisition and holding of the Notes or that the acquisition and holding of the Notes by such prospective acquirer or transferee is subject to a statutory or administrative exemption, and (ii) that the prospective acquiroracquirer's or transferee's acquisition and holding will not subject the Issuer, the Servicer, Servicer or the Indenture Trustee to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those explicitly undertaken in the Transaction Documents. In the absence of a change in applicable law, the delivery of an executed Investment Letter shall be deemed to provide satisfactory evidence of compliance with this Section 2.06(b). (c) No acquisition or transfer of a Class B Note or any interest therein may be made to any Benefit Plan Investor or to any Person who is directly or indirectly purchasing the Class B Notes or an interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, such a Benefit Plan Investor. (d) The Indenture 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 described in this Section 2.072.06. (d) The Notes are not transferable by a Noteholder during the Accumulation Period to anyone other than a Liquidity Bank or Credit Bank without the prior consent of the Issuer, which consent shall not be unreasonably withheld. Any such transfer shall comply with the other requirements of this Section 2.07.

Limitation on Transfer and Exchange. (a) The Notes Certificates have not been registered or qualified under the Securities Act of 1933 1933, as amended (the "1933 Act") or the securities laws of any state. No transfer of any Note 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 of a Note is to be mademade without registration or qualification, such NoteholderCertificateholder's prospective transferee shall (i) deliver or shall have previously delivered to the Indenture Trustee an investment Investment and assumption letter, substantially Assumption Letter and (ii) if the Trustee deems necessary (in the form of Exhibit B attached hereto (the "Investment Letter"other than a transfer under Rule 144A), or, if deliver to the Accumulation --------- Period is terminated, in lieu of an Investment Letter, such transferee may deliver Trustee an opinion of counsel (which can be either outside counsel or in-house counsel) that the transfer is exempt from such registration or qualification (which opinion shall not be at the 1933 Actexpense of the Depositor, the Trustee, the Servicer or the Trust Estate). Neither the Issuer Depositor nor the Indenture Trustee is obligated to register or qualify the Notes Certificates under the 1933 Act or any other securities law. Any such Noteholder Holder 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 Depositor against any liability, cost or expense (including attorneys' fees and expensesfees) 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 indemnification information shall not require be provided to the posting of a bondTrustee by the Servicer. (b) No acquisition or transfer of a Note Certificate or any interest therein may be made to any "Benefit Plan Investor"(as defined in 29 C.F.R. (S)2510.3-101) Investor or to any person Person who is directly or indirectly purchasing the Notes such Certificates or an interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, such a Benefit Plan Investor unless the Indenture Trustee is provided with an Opinion of Counsel (which shall not be at evidence that establishes to the expense satisfaction of the Indenture Trustee) to the effect Trustee that (i) either no "prohibited transaction" under ERISA or the Code will occur in connection with such prospective acquiror's or transferee's acquisition and holding of the Notes Certificates or that the acquisition and holding of the Notes Certificates by such prospective acquirer acquiror or transferee is subject to a statutory or administrative exemption, and (ii) that the prospective acquiror's or transferee's acquisition and holding will not subject the Issuer, the Servicer, or the Indenture Trustee to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those explicitly undertaken in the Transaction Documents. (c) Except as otherwise provided in the applicable Certificate Purchase Agreement, no acquisition or transfer of a Certificate or any interest therein may be made during such Certificate's Funding Period without the prior written consent of the Depositor. (d) In addition, no transfer of a Certificate shall be permitted, and no such transfer shall be registered by the Trustee or the Certificate Registrar on the Certificate Register, or shall be effective hereunder, if such transfer or the registration of such transfer would cause the Trust to have, directly or indirectly, more than 98 Certificateholders at any time. The Indenture Servicer hereby agrees to determine at least annually the number of Certificateholders and promptly notify the Trustee of the restriction in this subsection (c) if the number of beneficial owners exceeds seventy-five. The Trustee further agrees that it shall not participate in the establishment of an "established securities market" (within the meaning of section 1.7704-1(b) of the Treasury Regulations) or a "secondary market or the substantial equivalent thereof" (within the meaning of section 1.7704-1(c) of the Treasury Regulations), or the inclusion of any of the Certificates in such a market, nor shall it permit the registration or listing of any Certificate on any such market. (e) The Trustee shall have no liability to the Trust Estate or any Noteholder Certificateholder arising from a transfer of any such Note Certificate in reliance upon a certification described in this Section 2.072.06. (d) The Notes are not transferable by a Noteholder during the Accumulation Period to anyone other than a Liquidity Bank or Credit Bank without the prior consent of the Issuer, which consent shall not be unreasonably withheld. Any such transfer shall comply with the other requirements of this Section 2.07.

Limitation on Transfer and Exchange. (a) The Notes have will not been be registered or qualified under the Securities Act of 1933 1933, as amended (the "1933 Act") ), or the securities laws of any stateState. 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 State securities laws. In the event that a transfer of a Note is to be mademade without registration or qualification, such Noteholder's prospective transferee shall either (i) deliver or shall have previously delivered to the Indenture Trustee an investment and assumption letter, letter substantially in the form of set forth on Exhibit B attached A hereto (the "Investment Letter"), or, if ) or (ii) deliver to the Accumulation --------- Period is terminated, in lieu of an Investment Letter, such transferee may deliver Trustee an opinion of counsel (which can be either outside counsel or in-house counsel) that the transfer is exempt from the 1933 ActAct and will not result in the Issuer being required to register as an "investment company" under the Investment Company Act of 1940, as amended. 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 No transfer or exchange of any Note shall be made if, after such Noteholder desiring to effect such transfer shalltransfer, there would be more than 100 beneficial owners (within the meaning of the Investment Company Act of 1940, as amended) of (i) the Notes, (ii) the membership interests and does hereby agree to, indemnify (iii) all other securities of 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 lawsIssuer. Such indemnification shall not require the posting For purposes of determining whether after a bond. (b) No acquisition or transfer of a Note or any interest therein may there would be made to any "Benefit Plan Investor"(as defined in 29 C.F.R. (S)2510.3-101) or to any person who is directly or indirectly purchasing more than 100 beneficial owners of the Notes or an interest therein on behalf ofsecurities of the Issuer for purposes of the Investment Company Act of 1940, as named fiduciary ofamended, the Trustee shall rely upon the representations of each Holder contained in the Investment Letter and upon information provided by the Issuer to the Trustee. At the request of the Trustee, the Issuer shall promptly provide the Trustee with the number of beneficial owners of all securities of the Company (except, so long as trustee of, or with assets of, such a Benefit Plan Investor unless the Indenture Trustee is provided with an Opinion the Note Registrar, the Notes); provided, however, that in determining the number of Counsel (which shall not be at such beneficial owners, the expense Issuer may rely upon the representations of the Indenture Trustee) such beneficial owners contained in any letter delivered to the effect that (i) either no "prohibited transaction" under ERISA or the Code will occur Issuer in connection with each such prospective acquiror's or transfereebeneficial owner's acquisition and holding of such security. The Issuer shall deliver any such letter to the Notes or that the acquisition and holding of the Notes by such prospective acquirer or transferee is subject to a statutory or administrative exemption, and (ii) that the prospective acquiror's or transferee's acquisition and holding will not subject the Issuer, the Servicer, or the Indenture Trustee to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those explicitly undertaken in the Transaction Documents. (c) Trustee. The Indenture 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 described in this Section 2.073.05. (d) The Notes are not transferable by a Noteholder during the Accumulation Period to anyone other than a Liquidity Bank or Credit Bank without the prior consent of the Issuer, which consent shall not be unreasonably withheld. Any such transfer shall comply with the other requirements of this Section 2.07.

Limitation on Transfer and Exchange. (a) Each prospective initial Noteholder acquiring a Note, each prospective transferee acquiring a Note and each prospective owner of a beneficial interest in a Note acquiring such beneficial interest (any prospective initial Noteholder, prospective transferee or prospective owner of a beneficial interest, a "Prospective Holder") shall either (i) represent and warrant in a written certification addressed to the Indenture Trustee, the Issuer and MBIA that it is not (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a plan described in Section 4975(e)(i) of the Code or (c) any entity whose underlying assets include plan assets by reason of a plan's investments in the entity, or (ii) provide a representation and warranty in a written certification addressed to the Indenture Trustee, MBIA and the Issuer that such acquisition and holding by the Prospective Holder is subject to a Department of Labor class exemption, provided that the foregoing shall not apply with respect to the initial sale of the Notes. (b) 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 such transfer is made in a transaction which does not require registration or qualification under the 1933 Act and pursuant to an effective registration or qualification under applicable any state securities or "blue sky" laws, or in a transaction which does not require such registration or qualification. In the event that a transfer transfer, other than the initial sale of a Note the Notes, is to be mademade without registration or qualification, such NoteholderHolder's prospective transferee shall either (i) deliver or shall have previously delivered to the Indenture Trustee an investment and assumption letter, letter substantially in the form of set forth on Exhibit B attached hereto E hereto, or other applicable document (the "Investment Letter"), or, if ) or (ii) deliver to the Accumulation --------- Period is terminated, in lieu Indenture Trustee an Opinion of an Investment Letter, such transferee may deliver an opinion of counsel (which can be either outside counsel or in-house counsel) Counsel that the transfer is exempt from the 1933 Act. Neither the Issuer nor the Servicer nor the Indenture Trustee is obligated to register or qualify the Notes under the 1933 Act or any other securities law. Any such Noteholder Holder desiring to effect such a transfer shall, and does hereby agree to, indemnify other than in accordance with the foregoing procedures shall be liable to the Indenture Trustee (which shall include its officersTrustee, directorsthe Servicer, employees and agents) MBIA and the Issuer against any liability, cost or expense (including attorneys' fees and expensesfees) that may result if the transfer is not so exempt or is not made in accordance with such federal and state lawsthe foregoing procedures. Such indemnification shall not require Neither the posting of a bond. (b) No acquisition or transfer of a Note or any interest therein may be made to any "Benefit Plan Investor"(as defined in 29 C.F.R. (S)2510.3-101) or to any person who is directly or indirectly purchasing Issuer nor the Notes or an interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, such a Benefit Plan Investor unless Servicer nor the Indenture Trustee is provided with an Opinion of Counsel (which nor MBIA shall not be at the expense of the Indenture Trustee) to the effect that (i) either no "prohibited transaction" under ERISA or the Code will occur in connection with such prospective acquiror's or transferee's acquisition and holding of the Notes or that the acquisition and holding of the Notes by such prospective acquirer or transferee is subject to a statutory or administrative exemption, and (ii) that the prospective acquiror's or transferee's acquisition and holding will not subject the Issuer, the Servicer, or the Indenture Trustee have any liability to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those explicitly undertaken in the Transaction Documents. (c) The Indenture Trustee shall have no liability to the Trust Estate or any Noteholder Holder arising from a transfer of any such Note in reliance upon a certification described in this Section 2.07. (d) 2.06(b). The Notes are not transferable 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 Holder designated by a Noteholder during Holder, the Accumulation Period information required to anyone be delivered to Holders and Prospective Holders of Notes in connection with resales of the Notes to permit compliance with said Rule 144A in connection with such resales. Such information shall be provided to the Indenture Trustee by the Servicer. No Note may be subdivided (including any assignment or transfer of a participation or beneficial interest therein) for resale or other transfer into a unit smaller than a Liquidity Bank or Credit Bank without unit the prior consent initial offering price of the Issuer, which consent shall not be unreasonably withheld. Any such transfer shall comply with the other requirements of this Section 2.07would have been $250,000.

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 Securities Act or under applicable state securities or "Blue Sky" 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 either (i) an investment and assumption letter, letter substantially in the form of set forth on Exhibit B attached C hereto (the "Investment Letter"), or, if the Accumulation --------- Period is terminated, in lieu of an Investment Letter, such transferee may deliver ) or (ii) an opinion of counsel (which can be either outside counsel or in-house counsel) that the transfer is exempt from such registration or qualification under the 1933 ActSecurities Act (which opinion shall not be at the expense of the Issuer, the Indenture Trustee, the Servicer or the Trust Estate). Neither the Issuer nor the Indenture Trustee is obligated to register or qualify the Notes under the 1933 Securities Act or any other securities law. Any such Noteholder Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee (which shall include its officersTrustee, directors, employees and agents) the Note Insurer and the Issuer against any liability, cost or expense (including attorneys' fees and expensesfees) that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Such indemnification MicroFinancial Incorporated (whether or not acting as Servicer) shall not require the posting of a bond. (b) No acquisition or transfer of a Note or any interest therein may be made provide to any "Benefit Plan Investor"(as defined in 29 C.F.R. (S)2510.3-101) or to any person who is directly or indirectly purchasing the Notes or an interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, such a Benefit Plan Investor unless the Indenture Trustee is provided the information required to be delivered to Holders and prospective transferees of Notes in connection with an Opinion of Counsel (which shall not be at the expense resales of the Indenture Trustee) Notes to permit compliance with Rule 144A promulgated under the effect that (i) either no "prohibited transaction" under ERISA or the Code will occur Securities Act in connection with such prospective acquiror's or transferee's acquisition and holding of the Notes or that the acquisition and holding of the Notes by such prospective acquirer or transferee is subject to a statutory or administrative exemptionresales and, and (ii) that the prospective acquiror's or transferee's acquisition and holding will not subject the Issuerpromptly upon its receipt thereof, the Servicer, or the Indenture Trustee to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those explicitly undertaken in the Transaction Documents. (c) The Indenture 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 described in this Section 2.07. (d) The Notes are not transferable by a Noteholder during the Accumulation Period to anyone other than a Liquidity Bank or Credit Bank without the prior consent of the Issuer, which consent shall not be unreasonably withheld. Any such transfer shall comply with the other requirements of this Section 2.07.Indenture

Limitation on Transfer and Exchange. (a) The Notes Bonds have not been registered or qualified under the Securities 1933 Act of 1933 (the "1933 Act") or the securities laws of any state. No Notwithstanding Section 206 hereof, so long as the Credit Facility secures the Bonds, no transfer of any Note Bond shall be made unless that 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. In the event that a The Trustee shall not register any transfer or exchange of a Note is to be made, Bond unless (i) such NoteholderBondholder's prospective transferee shall deliver or shall have previously delivered delivers to the Indenture Trustee an investment and assumption letter, letter substantially in the form of set forth as Exhibit B attached hereto H to this Indenture; or (the "Investment Letter"), or, if the Accumulation --------- Period is terminated, in lieu of an Investment Letter, such transferee may deliver ii) an opinion of counsel (which can be either outside counsel in form and substance reasonably satisfactory to the Trustee and the Credit Enhancer that such transfer or in-house counsel) that the transfer exchange is exempt made in accordance with an applicable exemption from the 1933 Act. Neither Act and applicable state securities laws and such opinion is addressed to and delivered to the Issuer nor Trustee, the Indenture Trustee Borrower and the Credit Enhancer; or (iii) such transferee is obligated to register or qualify an Eligible Transferee (as defined below) and the Notes Remarketing Agent has delivered a certificate stating that such transfer complies with the exemption from registration provided by Rule 144A under the 1933 Act or and any other applicable state securities lawlaws. 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 Noteholder holder desiring to effect such transfer shall, and does hereby hereby, agree to, to indemnify the Indenture Trustee (which shall include its officersTrustee, directors, employees and agents) the Borrower and the Issuer Credit Enhancer against any liability, cost or expense (including attorneys' fees and expensesfees) that may result if the transfer is not so exempt exempt, or is not made in accordance with such federal and state laws. Such indemnification shall not require the posting The provisions of a bond. (b) No acquisition or transfer of a Note or any interest therein may be made to any "Benefit Plan Investor"(as defined in 29 C.F.R. (S)2510.3-101) or to any person who is directly or indirectly purchasing the Notes or an interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, such a Benefit Plan Investor unless the Indenture Trustee is provided with an Opinion of Counsel (which this paragraph shall not be at applicable in the expense of the Indenture Trustee) to the effect event that (i) either no "prohibited transaction" under ERISA or the Code will occur in connection with such prospective acquiror's or transferee's acquisition and holding of the Notes or that the acquisition and holding of the Notes by such prospective acquirer or transferee is subject to a statutory or administrative exemption, and (ii) that the prospective acquiror's or transferee's acquisition and holding will not subject the Issuer, the ServicerTrustee, or the Indenture Trustee to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of Borrower and the Code) in addition to those explicitly undertaken in the Transaction Documents. (c) The Indenture Trustee Credit Enhancer shall have no liability received an opinion of counsel in form and substance satisfactory to the Trust Estate or any Noteholder arising from a transfer of any such Note in reliance upon a certification described in this Section 2.07. (d) The Notes are not transferable by a Noteholder during the Accumulation Period to anyone other than a Liquidity Bank or Credit Bank without the prior consent of the Issuer, which consent shall not be unreasonably withheldthe 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. Any such transfer shall comply with the other requirements [End of this Section 2.07.Article II]

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 such transfer is made in a transaction which does not require pursuant to an effective registration statement under the Securities Act and registration or qualification under the 1933 Act or under applicable state securities lawslaws or is exempt from such registration or qualification. In the event that a transfer of a Note is to be mademade in reliance upon an exemption from the Securities Act and applicable state securities laws, such Noteholder's the Issuer and each Co-Issuer shall require, in order to assure compliance with the Securities Act, that the prospective transferee shall deliver or shall have previously delivered certify to the Indenture Trustee an investment Issuer and assumption letter, substantially the related Note Co-Issuers and the Agent in writing the facts surrounding the transfer in the form of the investment letter described in Exhibit B attached hereto or such other form as the Issuer and the related Note Co-Issuers may agree to accept, in its sole discretion (the "each such letter, an “Investment Letter"”), or, if ; provided that a transfer to any Program Support Provider may be made free of the Accumulation --------- Period is terminated, in lieu of an Investment Letter, requirement for such transferee may deliver an opinion of counsel (which can be either outside counsel certification or inconsent by the related Note Co-house counsel) that the transfer is exempt from the 1933 ActIssuers. Neither the Issuer nor the Indenture Trustee related Note Co-Issuers nor the Agent is obligated to register or qualify any of the Notes (or any offering or sale thereof) under the 1933 Securities 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 While not conceding that the Issuer against or any liabilityCo-Issuer is an investment company within the meaning of the Investment Company Act, cost or expense (including attorneys' fees and expenses) that may result if in no event shall 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. (b) No acquisition or transfer of a Note be permitted if the transfer would cause the loss of the Issuer or of any Co-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 interest therein may be made entity deemed to any "Benefit Plan Investor"(as defined in 29 C.F.R. (S)2510.3-101) hold plan assets of a benefit plan or to any person who is directly or indirectly purchasing the Notes or an interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, such a Benefit Plan Investor plan unless the Indenture Trustee is provided with an Opinion of Counsel (which shall not be at the expense of the Indenture Trustee) to the effect that (i) either no "prohibited transaction" under ERISA acquiror or the Code will occur in connection with such prospective acquiror's or transferee's transferee represents that the plan is not a participant-directed defined contribution plan and its acquisition and holding of the Notes or that will at all times be exempt from the acquisition prohibited transaction provisions of ERISA and holding of the Notes by such prospective acquirer or transferee is subject to a statutory or administrative exemption, and (ii) that the prospective acquiror's or transferee's acquisition and holding will not subject the Issuer, the Servicer, or the Indenture Trustee to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those explicitly undertaken Code under XXX 00-00, XXX 00-0, XXX 00-00, XXX 95-60 or PTE 96-23 or a similar exemption. The Agent shall not permit a transfer of a Note if such transfer would result in the Transaction Documents. Issuers having more than nine (c9) registered Noteholders excluding the initial Noteholder. The Indenture Trustee Issuer, the Co-Issuers and the Agent shall have no liability to the Trust Estate Noteholders or any Noteholder otherwise arising from a transfer of any such Note in reliance upon a certification described the Investment Letter delivered in this Section 2.07connection therewith. (d) The Notes are not transferable by a Noteholder during the Accumulation Period to anyone other than a Liquidity Bank or Credit Bank without the prior consent of the Issuer, which consent shall not be unreasonably withheld. Any such transfer shall comply with the other requirements of this Section 2.07.

Limitation on Transfer and Exchange. (a) The Notes have not been registered or qualified under the Securities 1933 Act of 1933 (the "1933 Act") or the securities laws of any statestate or other jurisdiction. No transfer The restrictions set forth in this Section 2.06 shall apply to transfers of any Note shall the Notes. Beneficial interests in the Notes may be made unless that transfer transferred only (x) to a Person whom the transferor reasonably believes is made a QIB in a transaction which does not require registration or qualification meeting the requirements of Rule 144A under the 1933 Act and whom the transferor has notified that it may be relying on the exemption from the registration requirements of the 1933 Act provided by Rule 144A of the 1933 Act, or under applicable state securities laws. In (y) in a transaction otherwise exempt from the event that a transfer registration requirements 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 1933 Act (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 based on an opinion of counsel to such effect if the Issuer or the Trustee so requests), in each case in compliance with the Indenture and all applicable securities laws of any State of the United States or any other applicable jurisdiction. Each transferee of a beneficial interest in a Book-Entry Note shall be deemed to have made the acknowledgements, representations and agreements set forth in subsection (which can be d) hereof. Each transferee of a beneficial interest in a Definitive Note shall either outside counsel (i) deliver to the Trustee an Investment and Assumption Letter in the form attached hereto as Exhibit 2.06(a) or in-house counsel(ii) deliver to the Trustee an Opinion of Counsel that the transfer is exempt from the 1933 ActAct (which opinion shall not be at the expense of the Issuer, the Trustee, the Servicer or the Issuer, and which may be an opinion of in-house counsel to the transferor or the transferee of the Note). 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 Holder 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 expensesfees) 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 transferee designated by a Holder, the information required to be delivered to Holders and prospective transferees 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 indemnification information shall not require be provided to the posting of a bondTrustee by the Issuer. (b) No acquisition or transfer By its acceptance of a beneficial interest in a Note, each Noteholder and Note or any interest therein may Owner shall be made deemed to any have represented and warranted that: either (A) it is not acquiring the Note with plan assets of an "Benefit Plan Investor"(as employee benefit plan" as defined in 29 C.F.R. Section 3(3) of ERISA, which is subject to Title I of ERISA, a "plan" as defined in Section 4975 of the Code, an entity deemed to hold the plan assets of any of the foregoing by reason of investment by an employee benefit plan or plan in such entity, or a governmental plan subject to applicable law that is substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code (S)2510.3-101each such entity an "ERISA Plan") or to any person who is directly or indirectly purchasing the Notes or an interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, such a Benefit Plan Investor unless the Indenture Trustee is provided with an Opinion of Counsel (which shall not be at the expense of the Indenture TrusteeB) to the effect that (i) either no "prohibited transaction" under ERISA or the Code will occur in connection with such prospective acquiror's or transferee's its acquisition and holding of the Notes or that the acquisition and holding of the Notes by such prospective acquirer or transferee is subject Note will not give rise to a statutory or administrative exemption, and (iinon-exempt prohibited transaction under Section 406(a) that the prospective acquiror's or transferee's acquisition and holding will not subject the Issuer, the Servicer, or the Indenture Trustee to any obligation or liability (including obligations or liabilities under of ERISA or Section 4975 of the Code) in addition to those explicitly undertaken in the Transaction Documents. (c) The Indenture 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 described in this Section 2.07. (d) The Notes are not transferable by a Noteholder during the Accumulation Period to anyone other than a Liquidity Bank or Credit Bank without the prior consent of the Issuer, which consent shall not be unreasonably withheld. Any such transfer shall comply with the other requirements of this Section 2.07.

Limitation on Transfer and Exchange. (a) The Notes Certificates have not been registered or qualified under the Securities Act of 1933 1933, as amended (the "1933 Act") or the securities laws of any state. No transfer of any Note 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. No transfer of a Certificate may be made while such Certificate is in its Funding Period without the consent of the Transferor. In the event that a transfer of a Note is to be mademade without registration or qualification, such NoteholderCertificateholder's prospective transferee shall either (i) deliver or shall have previously delivered to the Indenture Trustee an investment Investment and assumption letter, substantially in Assumption Letter or (ii) deliver to 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 Trustee an opinion of counsel (which can be either outside counsel or in-house counsel) that the transfer is exempt from such registration or qualification (which opinion shall not be at the 1933 Actexpense of the Transferor, the Trustee, the Servicer or the Trust Estate) and, in the case of Class A Certificates in their Funding Period, together with a written agreement of such proposed transferee to assume the Funding obligations of such Certificateholder, in a form substantially similar to paragraph 7 of the Investment and Assumption Letter. Neither the Issuer Transferor nor the Indenture Trustee is obligated to register or qualify the Notes Certificates under the 1933 Act or any other securities law. Any such Noteholder Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee (which shall include its officersTrustee, directors, employees and agents) MBIA and the Issuer Transferor against any liability, cost or expense (including attorneys' fees and expensesfees) 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 indemnification information shall not require be provided to the posting of a bondTrustee by the Servicer. (b) No acquisition or transfer of a Note Certificate or any interest therein may be made to any "Benefit Plan Investor"(as Investor" (as defined in 29 C.F.R. (S)2510.32510.3-101) or to any person who is directly or indirectly purchasing the Notes such Certificates or an interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, such a Benefit Plan Investor unless the Indenture Trustee is provided with an Opinion of Counsel (which shall not be at evidence that establishes to the expense satisfaction of the Indenture Trustee) to the effect Trustee that (i) either no "prohibited transaction" under ERISA or the Code will occur in connection with such prospective acquiror's or transferee's acquisition and holding of the Notes Certificates or that the acquisition and holding of the Notes Certificates by such prospective acquirer acquiror or transferee is subject to a statutory or administrative exemption, and (ii) that the prospective acquiror's or transferee's acquisition and holding will not subject the IssuerTransferor, the Servicer, the Trustee or the Indenture Trustee Certificate Funding Administrator to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those explicitly undertaken in the Transaction Documents. (c) No acquisition or transfer of a Class A Certificate or any interest therein may be made during such Certificate's Funding Period without the prior written consent of the Transferor. Unless otherwise specified in the related Supplement, no transfer of a Class B Certificate or any interest therein may be made without the prior written consent of the Transferor, except that any transfer of a Class B Certificate by the Transferor shall require the consent of Holders of a majority of the remaining Outstanding Principal Amount of the Class B Certificates of all Series. (d) The Indenture Trustee shall have no liability to the Trust Estate or any Noteholder Certificateholder arising from a transfer of any such Note Certificate in reliance upon a certification described in this Section 2.072.06. (d) The Notes are not transferable by a Noteholder during the Accumulation Period to anyone other than a Liquidity Bank or Credit Bank without the prior consent of the Issuer, which consent shall not be unreasonably withheld. Any such transfer shall comply with the other requirements of this Section 2.07.

Limitation on Transfer and Exchange. (a) The Notes Certificates have not been registered or qualified under the Securities Act of 1933 1933, as amended (the "1933 Act") or the securities laws of any state. No transfer of any Note 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 of a Note is to be mademade without registration or qualification, such NoteholderCertificateholder's prospective transferee shall either (i) deliver or shall have previously delivered to the Indenture Trustee an investment and assumption letter, letter substantially in the form of set forth on Exhibit B attached hereto A hereto, or other applicable document (the "Investment Letter"), or, if ) or (ii) deliver to the Accumulation --------- Period is terminated, in lieu of an Investment Letter, such transferee may deliver Trustee an opinion of counsel (which can be either outside counsel or in-house counsel) that the transfer is exempt from such registration or qualification (which opinion shall not be at the 1933 Actexpense of the Transferor, the Trustee, the Bond Insurer, the Servicer or the Trust). Neither the Issuer nor the Indenture The Trustee is not obligated to register or qualify the Notes Certificates under the 1933 Act or any other securities law. Any such Noteholder Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee (which shall include its officersTrustee, directorsthe Bond Insurer, employees and agents) the Trust and the Issuer Transferor against any liability, cost or expense (including attorneys' fees and expensesfees) 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 transferee designated by a Holder, the information required to be delivered to Holders and prospective transferees 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 indemnification information shall not require be provided to the posting of a bondTrustee by the Servicer. (b) No acquisition or transfer of a Note Certificate or any interest therein may be made to any "Benefit Plan Investor"(as Investor" (as defined in 29 C.F.R. (S)2510.3Section 2510.3-101) or to any person Person who is directly or indirectly purchasing the Notes such Certificates or an interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, such a Benefit Plan Investor unless the Indenture Trustee is provided with an Opinion of Counsel (which shall not be at evidence that establishes to the expense satisfaction of the Indenture Trustee) to the effect Trustee that (i) either no "prohibited transaction" under ERISA or the Code will occur in connection with such prospective acquiror's or transferee's acquisition and holding of the Notes Certificates or that the acquisition and holding of the Notes Certificates by such prospective acquirer acquiror or transferee is subject to a statutory or administrative exemption, and (ii) that the prospective acquiror's or transferee's acquisition and holding will not subject the IssuerTransferor, the Servicer, Servicer or the Indenture Trustee to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those explicitly undertaken in the Transaction Documents. (c) No acquisition or transfer of a Certificate or any interest therein may be made during the Funding Period without the prior written consent of the Transferor. (d) The Indenture Trustee shall have no liability to the Trust Estate or any Noteholder Certificateholder arising from a transfer of any such Note Certificate in reliance upon a certification described in this Section 2.072.06. (d) The Notes are not transferable by a Noteholder during the Accumulation Period to anyone other than a Liquidity Bank or Credit Bank without the prior consent of the Issuer, which consent shall not be unreasonably withheld. Any such transfer shall comply with the other requirements of this Section 2.07.

Limitation on Transfer and Exchange. (a) The Notes have will not been be registered or qualified under the Securities Act of 1933 1933, as amended (the "1933 Act") ), or the securities laws of any stateState. 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 State securities laws. In the event that a transfer of a Note is to be mademade without registration or qualification, such Noteholder's prospective transferee shall either (i) deliver or shall have previously delivered to the Indenture Trustee an investment and assumption letter, letter substantially in the form of set forth on Exhibit B attached A hereto (the "Investment Letter"), or, if ) or (ii) deliver to the Accumulation --------- Period is terminated, in lieu of an Investment Letter, such transferee may deliver Trustee an opinion of counsel (which can be either outside counsel or in-house counsel) that the transfer is exempt from the 1933 ActAct and will not result in the Issuer being required to register as an "investment company" under the Investment Company Act of 1940, as amended. Such opinion may be given by an attorney that is an employee or officer of such transferee. 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 Each prospective transferee acquiring a Note and each prospective owner of a beneficial interest in a Note acquiring such Noteholder desiring to effect such transfer shall, and does hereby agree to, indemnify beneficial interest (the Indenture Trustee (which shall include its officers, directors, employees and agents) prospective transferee 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 prospective owner of a bond. (bbeneficial interest, collectively, the "Prospective Owner") No acquisition or transfer of a Note or any interest therein may be made to any "Benefit Plan Investor"(as defined shall represent and warrant, in 29 C.F.R. (S)2510.3-101) or to any person who is directly or indirectly purchasing the Notes or an interest therein on behalf ofwriting, as named fiduciary of, as trustee of, or with assets of, such a Benefit Plan Investor unless the Indenture Trustee is provided with an Opinion of Counsel (which shall not be at the expense of the Indenture Trustee) to the effect that (i) either no "prohibited transaction" under ERISA or the Code will occur in connection with such prospective acquiror's or transferee's acquisition and holding of the Notes or that the acquisition and holding of the Notes by such prospective acquirer or transferee is subject to a statutory or administrative exemptionIssuer, and (ii) that the prospective acquiror's or transferee's acquisition and holding will not subject the IssuerTFI, the Servicer, or the Indenture Trustee to and any obligation or liability of their successors that (including obligations or liabilities under ERISA or A) the Prospective Owner (1) is not an "employee benefit plan" within the meaning of Section 4975 3(3) of the CodeEmployee Retirement Income Security Act of 1974, as amended ("ERISA"), or a "plan" within the meaning of Section 4975(e)(1) of the Code (each a "Plan") and (2) is not acquiring (or considered to be acquiring) the Note with the assets of any entity whose underlying assets include the assets of a Plan by reason of such a Plan's investment in addition to those explicitly undertaken in such entity, or (B) the Prospective Owner is an insurance company that is acquiring the Note for its own account, with its general corporate assets and not with the assets of a "separate account" within the meaning of Section 3(17) of ERISA and the conditions of Prohibited Transaction Documents. Class Exemption 83-1 and/or Class Exemption 95-60 have been satisfied by such Prospective Owner, or (cC) the Prospective Owner is an insurance company that is acquiring the Note with the assets of a separate account within the meaning of Section 3(17) of ERISA and the conditions of Prohibited Transaction Class Exemption 90-1 have been satisfied by such Prospective Owner, or (D) the Prospective Owner is a bank collective investment fund and the conditions of Prohibited Transaction Class Exemption 91-38 have been satisfied by such Prospective Owner. The Indenture Trustee shall have no liability to the any Series Trust Estate or any Noteholder arising from a transfer of any such Note in reliance upon a certification or opinion described in this Section 2.07. 3.05. Each Holder, by acceptance of any Note, agrees that such Holder will not offer, sell or transfer any Note to a Restricted Investor. Notwithstanding the foregoing restrictions on the offer, transfer or sale of the Notes, any Noteholder may offer, sell or transfer any of its Notes to any Permitted Institutional Investor (d) The Notes are not transferable by a Noteholder during the Accumulation Period to anyone other than a Liquidity Bank or Credit Bank without the prior consent Restricted Investor) holding securities in a Competitor as part of the Issuerits investment portfolio. In determining whether a transferee is a Restricted Investor, which consent a Noteholder shall not be unreasonably withheld. Any entitled to rely on a certificate to that effect executed by an authorized officer of such transfer shall comply with the other requirements of this Section 2.07Person.

Limitation on Transfer and Exchange. (a) The Notes have not been registered or qualified under the Securities 1933 Act of 1933 (the "1933 Act") or the securities laws of any state. No transfer of any Note shall be made unless that such transfer is made in a transaction which does not require pursuant to an effective registration statement under the 1933 Act and registration or qualification under the 1933 Act or under applicable state securities lawslaws or is exempt from such registration or qualification. In the event that a transfer of a Note is to be mademade in reliance upon an exemption from the 1933 Act and applicable state securities laws, such Noteholder's the Issuer shall require, in order to assure compliance with the 1933 Act, that the prospective transferee shall deliver or shall have previously delivered certify to the Indenture Issuer and the Trustee an investment and assumption letter, substantially in writing the facts surrounding the transfer in the form of the investment letter described in Exhibit B attached C hereto or such other form as the Issuer may agree to accept, in its sole discretion (the each such letter, an "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 Issuer or Notes (or any offering or sale thereof) 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 While not conceding that the Issuer against any liabilityis an investment company within the meaning of the Investment Company Act, cost or expense (including attorneys' fees and expenses) that may result if in no event shall 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. (b) No acquisition or 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 interest therein may be made entity deemed to any "Benefit Plan Investor"(as defined in 29 C.F.R. (S)2510.3-101) hold plan assets of a benefit plan or to any person who is directly or indirectly purchasing the Notes or an interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, such a Benefit Plan Investor plan unless the Indenture Trustee is provided with an Opinion of Counsel (which shall not be at the expense of the Indenture Trustee) to the effect that (i) either no "prohibited transaction" under ERISA acquiror or the Code will occur in connection with such prospective acquiror's or transferee's transferee represents that its acquisition and holding of the Notes or that will at all times be exempt from the acquisition prohibited transaction provisions of ERISA and holding Section 4975 of the Notes by Code under PTE 84-14, PTE 90-1, PTE 91-38, PTE 95-60 or PTE 96-23 or a similar xxxxxxxxx. Xxx Xxxxxxe and the Note Registrar shall not permit a transfer of a Note if such prospective acquirer transfer would result in the Issuer having more than eight (8) registered Noteholders as shown in the Note Register or transferee 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 Note will be required to represent that it is subject not a partnership, grantor trust or S corporation of which (i) substantially all of the value of the interest of a person owning an interest in such entity is attributable to a statutory the entity's (direct or administrative exemptionindirect) interest in the Note, and (ii) that the prospective acquiror's or transferee's acquisition and holding will not subject the Issuer, the Servicer, or the Indenture Trustee to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 a principal purpose of the Codeuse of the tiered arrangement is to permit the Issuer to satisfy the 100-person limitation in paragraph (h)(1)(ii) in addition to those explicitly undertaken in of Section 1.7704-1 of the Transaction Documents. (c) Treasury Regulations. The Indenture Issuer and the Trustee shall have no liability to the Trust Estate Noteholders or any Noteholder otherwise arising from a transfer of any such Note in reliance upon a certification described the Investment Letter delivered in this Section 2.07connection therewith. (d) The Notes are not transferable by a Noteholder during the Accumulation Period to anyone other than a Liquidity Bank or Credit Bank without the prior consent of the Issuer, which consent shall not be unreasonably withheld. Any such transfer shall comply with the other requirements of this 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 Securities Act or under applicable state securities or "Blue Sky" 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 either (i) an investment and assumption letter, letter substantially in the form of set forth on Exhibit B attached C hereto (the "Investment Letter"), or, if the Accumulation --------- Period is terminated, in lieu of an Investment Letter, such transferee may deliver ) or (ii) an opinion of counsel (which can be either outside counsel or in-house counsel) that the transfer is exempt from such registration or qualification under the 1933 ActSecurities Act (which opinion shall not be at the expense of the Issuer, the Indenture Trustee, the Servicer or the Trust Estate). Neither the Issuer nor the Indenture Trustee is obligated to register or qualify the Notes under the 1933 Securities Act or any other securities law. Any such Noteholder Holder 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 expensesfees) that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Such indemnification MicroFinancial Incorporated (whether or not acting as Servicer) shall not require provide to the posting Indenture Trustee the information required to be delivered to Holders and prospective transferees of Notes in connection with resales of the Notes to permit compliance with Rule 144A promulgated under the Securities Act in connection with such resales and, promptly upon its receipt thereof, the Indenture Trustee shall furnish such information to any Holder or any prospective transferee designated by a bondHolder. (b) No acquisition or transfer of a Note or any interest therein may be made to any "Benefit Plan Investor"(as defined in 29 C.F.R. (S)2510.3Section 2510.3-101) or to any person Person who is directly or indirectly purchasing the Notes or an interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, such a Benefit Plan Investor unless the Indenture Trustee is provided with an Opinion of Counsel (which shall not be at the expense of the Indenture Trustee) to the effect that (i) either no "prohibited transaction" under ERISA or the Code will occur in connection with such prospective acquiror's or transferee's acquisition and holding of the Notes or that the acquisition and holding of the Notes by such prospective acquirer or transferee is subject to a statutory or administrative exemption, and (ii) that the prospective acquiror's or transferee's acquisition and holding will not subject the Issuer, the Servicer, or the Indenture Trustee to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those explicitly undertaken in the Transaction DocumentsInvestor. (c) The Indenture 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 described in this Section 2.072.06. (d) The Notes are not transferable by a Noteholder during the Accumulation Period to anyone other than a Liquidity Bank or Credit Bank without the prior consent of the Issuer, which consent shall not be unreasonably withheld. Any such transfer shall comply with the other requirements of this 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 such transfer is made in a transaction which does not require pursuant to an effective registration statement under the Securities Act and registration or qualification under the 1933 Act or under applicable state securities lawslaws or is exempt from such registration or qualification. In the event that a transfer of a Note is to be mademade in reliance upon an exemption from the Securities Act and applicable state securities laws, such Noteholder's the Issuer shall require, in order to assure compliance with the Securities Act, that the prospective transferee shall deliver or shall have previously delivered certify to the Indenture Issuer and the Trustee an investment and assumption letter, substantially in writing the facts surrounding the transfer in the form of the investment letter described in Exhibit B attached C hereto or such other form as the Issuer may agree to accept, in its sole discretion (the "each such letter, an “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 Issuer or Notes (or any offering or sale thereof) under the 1933 Securities 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 While not conceding that the Issuer against any liabilityis an investment company within the meaning of the Investment Company Act, cost or expense (including attorneys' fees and expenses) that may result if in no event shall 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. (b) No acquisition or 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 interest therein may be made entity deemed to any "Benefit Plan Investor"(as defined in 29 C.F.R. (S)2510.3-101) hold plan assets of a benefit plan or to any person who is directly or indirectly purchasing the Notes or an interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, such a Benefit Plan Investor plan unless the Indenture Trustee is provided with an Opinion of Counsel (which shall not be at the expense of the Indenture Trustee) to the effect that (i) either no "prohibited transaction" under ERISA acquiror or the Code will occur in connection with such prospective acquiror's or transferee's 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 XXX 00-00, XXX 00-0, XXX 00-00, XXX 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 acquisition and holding initial purchaser of the Notes by will be required to represent that it is not a partnership, grantor trust or S corporation of which (i) substantially all of the value of the interest of a person owning an interest in such prospective acquirer entity is attributable to the entity’s (direct or transferee is subject to indirect) interest in a statutory or administrative exemptionNote, and (ii) that the prospective acquiror's or transferee's acquisition and holding will not subject the Issuer, the Servicer, or the Indenture Trustee to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 a principal purpose of the Codeuse of the tiered arrangement is to permit the Issuer to satisfy the 100-person limitation in paragraph (h)(1)(ii) in addition to those explicitly undertaken in of Section 1.7704-1 of the Transaction Documents. (c) Treasury Regulations. The Indenture Issuer and the Trustee shall have no liability to the Trust Estate Noteholders or any Noteholder otherwise arising from a transfer of any such Note in reliance upon a certification described the Investment Letter delivered in this Section 2.07connection therewith. (d) The Notes are not transferable by a Noteholder during the Accumulation Period to anyone other than a Liquidity Bank or Credit Bank without the prior consent of the Issuer, which consent shall not be unreasonably withheld. Any such transfer shall comply with the other requirements of this 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 such transfer is made in a transaction which does not require pursuant to an effective registration statement under the Securities Act and registration or qualification under the 1933 Act or under applicable state securities lawslaws or is exempt from such registration or qualification. In the event that a transfer of a Note is to be mademade in reliance upon an exemption from the Securities Act and applicable state securities laws, such Noteholder's the Issuer shall require, in order to assure compliance with the Securities Act, that the prospective transferee shall deliver or shall have previously delivered certify to the Indenture Issuer and the Trustee an investment and assumption letter, substantially in writing the facts surrounding the transfer in the form of the investment letter described in Exhibit B attached C hereto or such other form as the Issuer may agree to accept, in its sole discretion (the each such letter, an "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 Issuer or Notes (or any offering or sale thereof) under the 1933 Securities 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 While not conceding that the Issuer against any liabilityis an investment company within the meaning of the Investment Company Act, cost or expense (including attorneys' fees and expenses) that may result if in no event shall 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. (b) No acquisition or 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 interest therein may be made entity deemed to any "Benefit Plan Investor"(as defined in 29 C.F.R. (S)2510.3-101) hold plan assets of a benefit plan or to any person who is directly or indirectly purchasing the Notes or an interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, such a Benefit Plan Investor plan unless the Indenture Trustee is provided with an Opinion of Counsel (which shall not be at the expense of the Indenture Trustee) to the effect that (i) either no "prohibited transaction" under ERISA acquiror or the Code will occur in connection with such prospective acquiror's or transferee's 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 exxxxxxxx. Xxx Xxustee 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 acquisition and holding initial purchaser of the Notes by will be required to represent that it is not a partnership, grantor trust or S corporation of which (i) substantially all of the value of the interest of a person owning an interest in such prospective acquirer entity is attributable to the entity's (direct or transferee is subject to indirect) interest in a statutory or administrative exemptionNote, and (ii) that the prospective acquiror's or transferee's acquisition and holding will not subject the Issuer, the Servicer, or the Indenture Trustee to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 a principal purpose of the Codeuse of the tiered arrangement is to permit the Issuer to satisfy the 100-person limitation in paragraph (h)(1)(ii) in addition to those explicitly undertaken in of Section 1.7704-1 of the Transaction Documents. (c) Treasury Regulations. The Indenture Issuer and the Trustee shall have no liability to the Trust Estate Noteholders or any Noteholder otherwise arising from a transfer of any such Note in reliance upon a certification described the Investment Letter delivered in this Section 2.07connection therewith. (d) The Notes are not transferable by a Noteholder during the Accumulation Period to anyone other than a Liquidity Bank or Credit Bank without the prior consent of the Issuer, which consent shall not be unreasonably withheld. Any such transfer shall comply with the other requirements of this Section 2.07.

Limitation on Transfer and Exchange. (a) The Notes Bonds have not been registered or qualified under the Securities 1933 Act of 1933 (the "1933 Act") or the securities laws of any state. No Notwithstanding Section 206 hereof, so long as the Credit Facility secures the Bonds, no transfer of any Note Bond shall be made unless that 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. In the event that a The Trustee shall not register any transfer or exchange of a Note is to be made, Bond unless (i) such NoteholderBondholder's prospective transferee shall deliver or shall have previously delivered delivers to the Indenture Trustee an investment and assumption letter, letter substantially in the form of set forth as Exhibit B attached hereto H to this Indenture; or (the "Investment Letter"), or, if the Accumulation --------- Period is terminated, in lieu of an Investment Letter, such transferee may deliver 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 (which can be either outside counsel or in-house counseliii) such transferee is an Eligible Transferee (as defined below) and the Remarketing Agent has delivered a certificate stating that such transfer complies with the transfer is exempt exemption from registration provided by Rule 144A under the 1933 Act. Neither As used in this Section, an "Eligible Transferee" is an entity that appears on a list provided by the Issuer nor Remarketing Agent and which has delivered an investment letter to the Indenture Trustee is obligated substantially in the form set forth as Exhibit H to register or qualify this Indenture, provided, however, that such list and investment letter are dated as of a date within the Notes under the 1933 Act or any other securities lawpreceding twelve months. Any such Noteholder holder desiring to effect such transfer shall, and does hereby hereby, agree to, to indemnify the Indenture Trustee (which shall include its officersTrustee, directors, employees and agents) the Borrower and the Issuer Credit Enhancer against any liability, cost or expense (including attorneys' fees and expensesfees) that may result if the transfer is not so exempt exempt, or is not made in accordance with such federal and state laws. Such indemnification shall not require the posting The provisions of a bond. (b) No acquisition or transfer of a Note or any interest therein may be made to any "Benefit Plan Investor"(as defined in 29 C.F.R. (S)2510.3-101) or to any person who is directly or indirectly purchasing the Notes or an interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, such a Benefit Plan Investor unless the Indenture Trustee is provided with an Opinion of Counsel (which this paragraph shall not be at applicable in the expense of the Indenture Trustee) to the effect event that (i) either no "prohibited transaction" under ERISA or the Code will occur in connection with such prospective acquiror's or transferee's acquisition and holding of the Notes or that the acquisition and holding of the Notes by such prospective acquirer or transferee is subject to a statutory or administrative exemption, and (ii) that the prospective acquiror's or transferee's acquisition and holding will not subject the Issuer, the ServicerTrustee, or the Indenture Trustee to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of Borrower and the Code) in addition to those explicitly undertaken in the Transaction Documents. (c) The Indenture Trustee Credit Enhancer shall have no liability received an opinion of counsel in form and substance satisfactory to the Trust Estate or any Noteholder arising from a transfer of any such Note in reliance upon a certification described in this Section 2.07. (d) The Notes are not transferable by a Noteholder during the Accumulation Period to anyone other than a Liquidity Bank or Credit Bank without the prior consent of the Issuer, which consent shall not be unreasonably withheldthe 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. Any such transfer shall comply with the other requirements [End of this Section 2.07.Article II]

Limitation on Transfer and Exchange. (a) The Notes Certificates have not been registered or qualified under the Securities Act of 1933 1933, as amended (the "1933 Act") or the securities laws of any state. No transfer of any Note 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 of a Note is to be mademade without registration or qualification, such NoteholderCertificateholder's prospective transferee shall either (i) deliver or shall have previously delivered to the Indenture Trustee an investment and assumption letter, substantially in Investment Letter or (ii) deliver to 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 Trustee an opinion of counsel (which can be either outside counsel or in-house counsel) that the transfer is exempt from such registration or qualification (which opinion shall not be at the 1933 Actexpense of the Transferor, the Trustee, the Servicer or the Trust Estate). Neither the Issuer Transferor nor the Indenture Trustee is obligated to register or qualify the Notes Certificates under the 1933 Act or any other securities law. Any such Noteholder Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee (which shall include its officersTrustee, directors, employees and agents) MBIA and the Issuer Transferor against any liability, cost or expense (including attorneys' fees and expensesfees) 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 provided by the Servicer, 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 indemnification information shall not require be provided to the posting of a bondTrustee by the Servicer. (b) No acquisition or transfer of a Note Certificate or any interest therein may be made to any "Benefit Plan Investor"(as Investor" (as defined in 29 C.F.R. (S)2510.32510.3-101) or to any person who is directly or indirectly purchasing the Notes such Certificates or an interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, such a Benefit Plan Investor unless the Indenture Trustee is provided with an Opinion of Counsel (which shall not be at evidence that establishes to the expense satisfaction of the Indenture Trustee) to the effect Trustee that (i) either no "prohibited transaction" under ERISA or the Code will occur in connection with such prospective acquiror's or transferee's acquisition and holding of the Notes Certificates or that the acquisition and holding of the Notes Certificates by such prospective acquirer acquiror or transferee is subject to a statutory or administrative exemption, and (ii) that the prospective acquiror's or transferee's acquisition and holding will not subject the IssuerTransferor, the Servicer, the Trustee or the Indenture Trustee Certificate Funding Administrator to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those explicitly undertaken in the Transaction Documents. (c) No transfer of the Transferor Certificate by the Transferor may be made except in accordance with Section 11.02(o) hereof. (d) The Indenture Trustee shall have no liability to the Trust Estate or any Noteholder Certificateholder arising from a transfer of any such Note Certificate in reliance upon a certification described in this Section 2.072.06. (d) The Notes are not transferable by a Noteholder during the Accumulation Period to anyone other than a Liquidity Bank or Credit Bank without the prior consent of the Issuer, which consent shall not be unreasonably withheld. Any such transfer shall comply with the other requirements of this Section 2.07.