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 is to be made without registration or qualification, such Noteholder's prospective transferee shall either (i) deliver to the Indenture Trustee an investment letter substantially in the form set forth on Exhibit A hereto, or other applicable document (the "Investment Letter") or (ii) deliver to the Indenture Trustee an opinion of counsel that the transfer is exempt from the Act. Neither the Issuer nor the Indenture Trustee is obligated to register or qualify the Notes under the 1933 Act or any other securities law. Any such Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee, MBIA and the Issuer against any liability, cost or expense (including attorneys' fees) that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. The Indenture Trustee shall promptly, after receipt of such information as is set forth in the next succeeding sentence, furnish to any Holder, or any Prospective Owner designated by a Holder, the information required to be delivered to Holders and Prospective Owners of Notes in connection with resales of the Notes to permit compliance with Rule 144A of the 1933 Act in connection with such resales. Such information shall be provided to the Indenture Trustee by the Servicer.

Limitation on Transfer and Exchange. (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 is to be made without registration or qualificationin 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 either (i) deliver certify to the Indenture Trustee an investment letter substantially Issuer and the related Note Co-Issuers and the Agent in writing the facts surrounding the transfer in the form set forth on of the investment letter described in Exhibit A heretoB hereto or such other form as the Issuer and the related Note Co-Issuers may agree to accept, or other applicable document in its sole discretion (the "each such letter, an “Investment Letter") ”); provided that a transfer to any Program Support Provider may be made free of the requirement for such certification or (ii) deliver to consent by the Indenture Trustee an opinion of counsel that the transfer is exempt from the Actrelated Note Co-Issuers. 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 Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee, MBIA 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) that may result in no event shall the transfer of a Note be permitted if the transfer is not so exempt would cause the loss of the Issuer or is not made in accordance with such federal and state lawsof any Co-Issuer of a necessary exemption under the Investment Company Act of 1940, as amended. The Indenture Trustee shall promptlyNotes may not be acquired or transferred to an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, after receipt as amended (“ERISA”), a plan described in Section 4975(e)(1) of such information as is set forth in the next succeeding sentence, furnish to any HolderCode, or any Prospective Owner designated by entity deemed to hold plan assets of a Holder, benefit plan or plan unless the information required to be delivered to Holders acquiror or the transferee represents that the plan is not a participant-directed defined contribution plan and Prospective Owners of Notes in connection with resales its acquisition and holding of the Notes to permit compliance with Rule 144A will at all times be exempt from the prohibited transaction provisions of ERISA and Section 4975 of the 1933 Act 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 Issuers having more than nine (9) registered Noteholders excluding the initial Noteholder. The Issuer, the Co-Issuers and the Agent shall have no liability to the Noteholders or otherwise arising from a transfer of any Note in reliance upon the Investment Letter delivered in connection with such resales. Such information shall be provided to the Indenture Trustee by the Servicertherewith.

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 is to be made without registration or qualificationmade, such Noteholder's prospective transferee shall either (i) deliver to the Indenture Trustee either (i) an investment letter substantially in the form set forth on Exhibit A hereto, or other applicable document C hereto (the "Investment Letter") or (ii) deliver to the Indenture Trustee an opinion of counsel that the transfer is exempt from such registration or qualification under the 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 Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee, MBIA the Note Insurer and the Issuer against any liability, cost or expense (including attorneys' fees) that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. The MicroFinancial Incorporated (whether or not acting as Servicer) shall provide to 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 prospective transferees of Notes in connection with resales of the Notes to permit compliance with Rule 144A of promulgated under the 1933 Securities Act in connection with such resales. Such information shall be provided to resales and, promptly upon its receipt thereof, the Indenture Trustee shall furnish such information to any Holder or any prospective transferee designated by the Servicera Holder.

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 is to be made without registration or qualificationmade, such Noteholder's prospective transferee shall either (i) deliver to the Indenture Trustee either (i) an investment letter substantially in the form set forth on Exhibit A hereto, or other applicable document C hereto (the "Investment Letter") or (ii) deliver to the Indenture Trustee an opinion of counsel that the transfer is exempt from such registration or qualification under the 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 Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee, MBIA the Note Insurer and the Issuer against any liability, cost or expense (including attorneys' fees) that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. The MicroFinancial Incorporated (whether or not acting as Servicer) shall provide to 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 prospective transferees of Notes in connection with resales of the Notes to permit compliance with Rule 144A of promulgated under the 1933 Securities Act in connection with such resales. Such information shall be provided to resales and, promptly upon its receipt thereof, the Indenture Trustee by the Servicer.Indenture

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 is to be made without registration or qualification, such Noteholder's prospective transferee shall either (i) deliver to the Indenture Trustee an investment letter substantially in the form set forth on Exhibit A hereto, or other applicable document hereto (the "Investment Letter") or (ii) deliver to the Indenture Trustee an opinion of counsel that the transfer is exempt from the Act1933 Act 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 The Trustee shall have no liability to the Trust Estate or any Noteholder arising from a transfer of any such Note in reliance upon a certification or opinion described in this Section 3.05. Each Holder, by acceptance of any Note, agrees that such Holder desiring 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 (other than a Restricted Investor) holding securities in a Competitor as part of its investment portfolio. In determining whether a transferee is a Restricted Investor, a Noteholder shall be entitled to rely on a certificate to that effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee, MBIA and the Issuer against any liability, cost or expense (including attorneys' fees) that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. The Indenture Trustee shall promptly, after receipt executed by an authorized officer of such information as is set forth in the next succeeding sentence, furnish to any Holder, or any Prospective Owner designated by a Holder, the information required to be delivered to Holders and Prospective Owners of Notes in connection with resales of the Notes to permit compliance with Rule 144A of the 1933 Act in connection with such resales. Such information shall be provided to the Indenture Trustee by the ServicerPerson.

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 is to be made without registration or qualificationmade, such Noteholder's prospective transferee shall either (i) deliver to the Indenture Trustee either (i) an investment letter substantially in the form set forth on Exhibit A hereto, or other applicable document C hereto (the "Investment Letter") or (ii) deliver to the Indenture Trustee an opinion of counsel that the transfer is exempt from such registration or qualification under the 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 Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee, MBIA Trustee and the Issuer against any liability, cost or expense (including attorneys' fees) that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. The MicroFinancial Incorporated (whether or not acting as Servicer) shall provide to 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 prospective transferees of Notes in connection with resales of the Notes to permit compliance with Rule 144A of promulgated under the 1933 Securities Act in connection with such resales. Such information shall be provided to resales and, promptly upon its receipt thereof, the Indenture Trustee shall furnish such information to any Holder or any prospective transferee designated by the Servicera Holder.

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 is to be made without registration or qualification, such NoteholderCertificateholder's prospective transferee shall either (i) deliver to the Indenture Trustee an investment letter substantially in the form set forth on Exhibit A hereto, or other applicable document (the "Investment Letter") and Assumption Letter or (ii) deliver to the Indenture Trustee an opinion of counsel that the transfer is exempt from such registration or qualification (which opinion shall not be at the 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 Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee, MBIA and the Issuer Transferor against any liability, cost or expense (including attorneys' fees) that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. The Indenture Trustee shall promptly, after receipt of such information as is set forth in the next succeeding sentence, furnish to any Holder, or any Prospective Owner designated by a Holder, the information required to be delivered to Holders and Prospective Owners of Notes Certificates in connection with resales of the Notes Certificates to permit compliance with Rule 144A of the 1933 Act in connection with such resales. Such information shall be provided to the Indenture Trustee by the Servicer.