Common use of Representations and Warranties of the Transferee Clause in Contracts

Representations and Warranties of the Transferee. In connection with the proposed transfer of the Purchased Certificates, the Transferee represents and warrants to the Company, BCI, the Servicer, the Trustee and the Trust as follows: (a) The Transferee has knowledge in financial and business matters and is capable of evaluating the merits and risks of an investment in the Residual Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision; and the Transferee is able to bear the economic risk of an investment in the Residual Certificates and can afford a complete loss of such investment. (b) The Transferee represents that (i) it understands that each of the Residual Certificates represents for federal income tax purposes a "residual interest" in a real estate mortgage investment conduit (a "REMIC") and that, as the holder of the Residual Certificates, it will be required to take into account, in determining its taxable income, its pro rata share of the taxable income of the REMIC, (ii) it understands that it may incur federal income tax liabilities with respect to the Residual Certificates in excess of any cash flows generated by the Residual Certificates and (iii) it has historically paid its debts as they became due and has the financial wherewithal and intends to continue to pay its debts as they come due in the future, including any tax imposed on the income that it derives from the Residual Certificates as such taxes become due. (c) The Transferee is acquiring the Residual Certificates for its own account as principal and not with a view to the resale or distribution thereof, in whole or in part, in violation of Section 5 of the Securities Act of 1933, as amended (the "Act"). (d) The Transferee confirms that the Company has made available to the Transferee the opportunity to ask questions of, and receive answers from, the Company concerning the Company, the Trust, the purchase by the Transferee of the Residual Certificates and all matters relating thereto, and to obtain additional information relating thereto that the Company possesses or can acquire unreasonable effort or expense.

Representations and Warranties of the Transferee. In connection with the proposed transfer of the Purchased Certificates, the Transferee represents and warrants to the CompanyOMI, BCIOAC, the Servicer, the Trustee and the Trust as follows: (a) The Transferee has knowledge in financial and business matters and is capable of evaluating the merits and risks of an investment in the Residual Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision; and the Transferee is able to bear the economic risk of an investment in the Residual Certificates and can afford a complete loss of such investment. (b) The Transferee represents that (i) it understands that each of the Residual Certificates represents for federal income tax purposes a "residual interest" in a real estate mortgage investment conduit (a "REMIC") and that, as the holder of the Residual Certificates, it will be required to take into account, in determining its taxable income, its pro rata share of the taxable income of the REMIC, (ii) it understands that it may incur federal income tax liabilities with respect to the Residual Certificates in excess of any cash flows generated by the Residual Certificates and (iii) it has historically paid its debts as they became due and has the financial wherewithal and intends to continue to pay its debts as they come due in the future, including any tax imposed on the income that it derives from the Residual Certificates as such taxes become due. (c) The Transferee is acquiring the Residual Certificates for its own account as principal and not with a view to the resale or distribution thereof, in whole or in part, in violation of Section 5 of the Securities Act of 1933, as amended (the "Act"). (d) The Transferee confirms that the Company OMI has made available to the Transferee the opportunity to ask questions of, and receive answers from, the Company OMI concerning the CompanyOMI, the Trust, the purchase by the Transferee of the Residual Certificates and all matters relating thereto, and to obtain additional information relating thereto that the Company OMI possesses or can acquire unreasonable effort or expense.

Representations and Warranties of the Transferee. In connection with the proposed transfer of the Purchased Certificates, the Transferee represents and warrants to the Company, BCIDepositor, the Master Servicer, the Trustee and the Trust as follows: (a) The Transferee has knowledge in financial and business matters and is capable of evaluating the merits and risks of an investment in the Residual Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision; and the Transferee is able to bear the economic risk of an investment in the Residual Certificates and can afford a complete loss of such investment. (b) The Transferee represents that (i) it understands that each of the Residual Certificates represents for federal income tax purposes a "residual interest" in a real estate mortgage investment conduit (a "REMIC") and that, as the holder of the Residual Certificates, it will be required to take into account, in determining its taxable income, its pro rata share of the taxable income of the REMIC, (ii) it understands that it may incur federal income tax liabilities with respect to the Residual Certificates in excess of any cash flows generated by the Residual Certificates and (iii) it has historically paid its debts as they became due and has the financial wherewithal and intends to continue to pay its debts as they come due in the future, including any tax imposed on the income that it derives from the Residual Certificates as such taxes become due. (c) The Transferee is acquiring the Residual Certificates for its own account as principal and not with a view to the resale or distribution thereof, in whole or in part, in violation of Section 5 of the Securities Act of 1933, as amended (the "Act"). (d) The Transferee confirms that the Company Depositor has made available to the Transferee the opportunity to ask questions of, and receive answers from, the Company Depositor concerning the CompanyDepositor, the Trust, the purchase by the Transferee of the Residual Certificates and all matters relating thereto, and to obtain additional information relating thereto that the Company Depositor possesses or can acquire unreasonable effort or expense.

Representations and Warranties of the Transferee. In connection with the proposed transfer of the Purchased Residual Certificates, the Transferee represents and warrants to the Company, BCI, the Servicer, the Trustee and the Trust Fund as follows: (a) The Transferee has knowledge in financial and business matters and is capable of evaluating the merits and risks of an investment in the Residual Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision; and the Transferee is able to bear the economic risk of an investment in the Residual Certificates and can afford a complete loss of such investment. (b) The Transferee represents that (i) it understands that each of the Residual Certificates represents represent for federal income tax purposes a "the “residual interest" ” in a each of three real estate mortgage investment conduit conduits (a "REMIC"“REMICs”) and that, as the holder of the Residual Certificates, it will be required to take into account, in determining its taxable income, its pro rata share of the taxable income of the each such REMIC, (ii) it understands that it may incur federal income tax liabilities with respect to the Residual Certificates in excess of any cash flows generated by the Residual Certificates and (iii) it has historically paid its debts as they became due and has the financial wherewithal and intends to continue to pay its debts as they come due in the future, including any tax imposed on the income that it derives from the Residual Certificates as such taxes become due. (c) The Transferee is acquiring the Residual Certificates for its own account as principal and not with a view to the resale or distribution thereof, in whole or in part, in violation of Section 5 of the Securities Act of 1933, as amended (the "Act"). (d) The Transferee confirms that the Company has made available to the Transferee the opportunity to ask questions of, and receive answers from, the Company concerning the Company, the TrustTrust Fund, the purchase by the Transferee of the Residual Certificates and all matters relating thereto, and to obtain additional information relating thereto that the Company possesses or can acquire unreasonable effort or expense.

Representations and Warranties of the Transferee. In connection with the proposed transfer of the Purchased Certificates, the Transferee represents and warrants to the CompanyOMI, BCIOAC, the Servicer, the Trustee and the Trust as follows: (a) The Transferee has knowledge in financial and business matters and is capable of evaluating the merits and risks of an investment in the Residual Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision; and the Transferee is able to bear the economic risk of an investment in the Residual Certificates and can afford a complete loss of such investment. (b) The Transferee represents that (i) it understands that each of the Residual Certificates represents for federal income tax purposes a "residual interest" in a real estate mortgage investment conduit (a "REMIC") and that, as the holder of the Residual Certificates, it will be required to take into account, in determining its taxable income, its pro rata PRO RATA share of the taxable income of the REMIC, (ii) it understands that it may incur federal income tax liabilities with respect to the Residual Certificates in excess of any cash flows generated by the Residual Certificates and (iii) it has historically paid its debts as they became due and has the financial wherewithal and intends to continue to pay its debts as they come due in the future, including any tax imposed on the income that it derives from the Residual Certificates as such taxes become due. (c) The Transferee is acquiring the Residual Certificates for its own account as principal and not with a view to the resale or distribution thereof, in whole or in part, in violation of Section 5 of the Securities Act of 1933, as amended (the "Act"). (d) The Transferee confirms that the Company OMI has made available to the Transferee the opportunity to ask questions of, and receive answers from, the Company OMI concerning the CompanyOMI, the Trust, the purchase by the Transferee of the Residual Certificates and all matters relating thereto, and to obtain additional information relating thereto that the Company OMI possesses or can acquire unreasonable effort or expense.

Representations and Warranties of the Transferee. In connection with the proposed transfer of the Purchased Residual Certificates, the Transferee represents and warrants to the Company, BCI, the Servicer, the Trustee and the Trust as follows: (a) The Transferee has knowledge in financial and business matters and is capable of evaluating the merits and risks of an investment in the Residual Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision; and the Transferee is able to bear the economic risk of an investment in the Residual Certificates and can afford a complete loss of such investment. (b) The Transferee represents that (i) it understands that each of the Residual Certificates represents for federal income tax purposes a "residual interest" in a real estate mortgage investment conduit (a "REMIC") and that, as the holder of the Residual Certificates, it will be required to take into account, in determining its taxable income, its pro rata share of the taxable income of the REMIC, (ii) it understands that it may incur federal income tax liabilities with respect to the Residual Certificates in excess of any cash flows generated by the Residual Certificates and (iii) it has historically paid its debts as they became due and has the financial wherewithal and intends to continue to pay its debts as they come due in the future, including any tax imposed on the income that it derives from the Residual Certificates as such taxes become due. . [(c) The Transferee is acquiring the present value of the anticipated tax liabilities associated with holding the Residual Certificates for its own account as principal and does not with a view to exceed the resale or distribution thereof, in whole or in part, in violation of Section 5 of the Securities Act of 1933, as amended (the "Act").sum of: (di) The Transferee confirms that the Company has made available present value of any consideration given to the Transferee to acquire the opportunity to ask questions of, and receive answers from, Residual Certificates; (ii) the Company concerning present value of the Company, expected future distributions on the Trust, Residual Certificates; and (iii) the purchase by present value of the Transferee of anticipated tax savings associated with holding the Residual Certificates and all matters relating theretoas the Trust generates losses. For purposes of this representation, (i) the Transferee is assumed to pay tax at a rate equal to the highest rate of tax specified in Section 11(b)(1) of the Code, and (ii) present values are computed using a discount rate equal to obtain additional information relating thereto the applicable Federal rate prescribed by Section 1274(d) of the Code or a lower discount rate if the Transferee can demonstrate that it regularly borrows, in the Company possesses course of its trade or can acquire unreasonable effort or expensebusiness, substantial funds at such lower rate from unrelated third parties.] [(c) (i) at the time of the transfer, and at the close of each of the Transferee's two fiscal years preceding the year of transfer, the Transferee's gross assets for financial reporting purposes exceed $100 million and its net assets for financial reporting purposes exceed $10 million; and

Representations and Warranties of the Transferee. In connection with the proposed transfer of the Purchased Certificates, the The Transferee hereby represents and warrants to the Company, BCI, Advent Funds and agrees with the Servicer, the Trustee and the Trust Advent Funds as follows: (a) The Transferee has such knowledge and experience in financial and business matters and that the Transferee is capable of protecting the Transferee’s own interests in connection with the acquisition of the Shares and evaluating the merits and risks of an investment the Transferee’s investments in the Residual Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision; and the Transferee is able to bear the economic risk of an investment in the Residual Certificates and can afford a complete loss of such investmentCompany. (b) The Transferee represents that (i) it understands that each and the Transferee’s advisors have such knowledge and experience in financial, tax and business matters so as to enable the Transferee to utilize the information made available to the Transferee in connection with the investment contemplated hereby to evaluate the merits and risks of investments in the Residual Certificates represents for federal income tax purposes a "residual interest" in a real estate mortgage Company and to make an informed investment conduit (a "REMIC") and that, as the holder of the Residual Certificates, it will be required to take into account, in determining its taxable income, its pro rata share of the taxable income of the REMIC, (ii) it understands that it may incur federal income tax liabilities decision with respect to thereto, and the Residual Certificates in excess of any cash flows generated by the Residual Certificates and (iii) it has historically paid its debts as they became due and has the financial wherewithal and intends to continue to pay its debts as they come due in the future, including any tax imposed on the income that it derives from the Residual Certificates as such taxes become due. (c) The Transferee is acquiring the Residual Certificates for its own account an “accredited investor” as principal and not with a view to the resale or distribution thereof, defined in whole or in part, in violation of Section 5 of Regulation D promulgated under the Securities Act of 1933, as amended (the "“Securities Act"”). The Transferee is familiar with the type of investment that the Shares constitute and recognizes that an investment in the Company involves substantial risks, including risk of loss of the entire amount of such investment. The Transferee can bear the economic risk of the acquisition of the Shares and of the loss of the entire amount of its investment in the Shares. (c) The Transferee is aware that there are limitations and restrictions on the circumstances under which the Transferee may offer to sell, transfer or otherwise dispose of the Shares. The Transferee acknowledges that as a result of such limitations and restrictions, it might not be possible to liquidate an investment in the Shares readily and that it may be necessary to hold such investment for an indefinite period. (d) The Transferee confirms that and the Company has made available to the Transferee the Transferee’s advisors have had a reasonable opportunity to ask questions of, of and receive answers from, from a person or persons acting on behalf of the Company concerning the Companyterms and conditions of the offering of the Shares, have had all such questions answered to the TrustTransferee’s satisfaction and have had access to, and been supplied with, all additional information deemed necessary by the purchase Transferee to verify the accuracy of such information. (e) The Transferee is acquiring the Shares for the Transferee’s own account, for investment and not with a view to resale or distribution except in compliance with the Securities Act. The Transferee agrees not to sell or otherwise transfer the Shares without registration under the Securities Act or applicable state securities laws or an exemption therefrom. The Transferee acknowledges that the Shares have not been registered under the Securities Act or the securities laws of any state. (f) The Transferee has the requisite power and authority to enter into this Agreement and to undertake and complete the transactions contemplated herein. (g) Neither the execution of this Agreement nor the performance by the Transferee of the Residual Certificates Transferee’s obligations hereunder will (a) violate or conflict with the Transferee’s organizational documents or any applicable law or order or (b) violate, conflict with or result in a breach or termination of, or otherwise give any person additional rights or compensation under, or the right to terminate or accelerate, or constitute (with notice or lapse of time or both) a default under the terms of any note, deed, lease, instrument, security agreement, mortgage, commitment, contract, agreement, license or other instrument or oral understanding to which the Transferee is a party. (h) No consent, approval or authorization of any person or governmental authority is required in connection with the execution and delivery by the Transferee of this Agreement or the consummation by the Transferee of the transactions contemplated by this Agreement. (i) This Agreement has been duly and validly executed and delivered by the Transferee and constitutes the legal, valid and binding obligation of the Transferee, enforceable against the Transferee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar laws and principles of equity affecting creditors’ rights and remedies generally. No further corporate, partnership or limited liability company action on the part of the Transferee is or will be required in connection with the transactions contemplated hereby. (j) The Transferee acknowledges and agrees that, upon the Transferee’s receipt of the Cash Payment and upon the effectuation of the Share Transfer, all obligations of the Company and any and all matters relating theretoof its affiliates and shareholders to pay any success fee in connection with the Transaction are satisfied in full. (k) The Transferee agrees to provide to the Company at the Closing a properly completed and executed Internal Revenue Service Form W-9, attesting to her taxpayer identification number (TIN) under penalties of perjury. The Transferee acknowledges and agrees that she is an independent contractor and will receive an Internal Revenue Service Form 1099-MISC from the Company with respect to the Cash Payment and the Share Transfer, and that she is responsible for the payment of any taxes (including estimated taxes and self-employment taxes) that may be due with respect to obtain additional information relating thereto that the Company possesses Cash Payment or can acquire unreasonable effort the Share Transfer. The Transferee agrees to report as ordinary compensation income for the 2009 tax year the aggregate amount of $5,779,903.22, representing the sum of the Cash Payment and the fair market value of the Shares at the time of the Share Transfer of $3,479,903.22, for all relevant federal, state, local or expenseforeign income tax purposes.

Representations and Warranties of the Transferee. In connection with the proposed transfer of the Purchased Certificates, the Transferee represents and warrants to the Company, BCIOAC, the Servicer, the Trustee and the Trust as follows: (a) The Transferee has knowledge in financial and business matters and is capable of evaluating the merits and risks of an investment in the Residual Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision; and the Transferee is able to bear the economic risk of an investment in the Residual Certificates and can afford a complete loss of such investment. (b) The Transferee represents that (i) it understands that each of the Residual Certificates represents for federal income tax purposes a "residual interest" in a real estate mortgage investment conduit (a "REMIC") and that, as the holder of the Residual Certificates, it will be required to take into account, in determining its taxable income, its pro rata PRO RATA share of the taxable income of the REMIC, (ii) it understands that it may incur federal income tax liabilities with respect to the Residual Certificates in excess of any cash flows generated by the Residual Certificates and (iii) it has historically paid its debts as they became due and has the financial wherewithal and intends to continue to pay its debts as they come due in the future, including any tax imposed on the income that it derives from the Residual Certificates as such taxes become due. (c) The Transferee is acquiring the Residual Certificates for its own account as principal and not with a view to the resale or distribution thereof, in whole or in part, in violation of Section 5 of the Securities Act of 1933, as amended (the "Act"). (d) The Transferee confirms that the Company has made available to the Transferee the opportunity to ask questions of, and receive answers from, the Company concerning the Company, the Trust, the purchase by the Transferee of the Residual Certificates and all matters relating thereto, and to obtain additional information relating thereto that the Company possesses or can acquire unreasonable effort or expense.

Representations and Warranties of the Transferee. In connection with the proposed transfer of the Purchased Residual Certificates, the Transferee represents and warrants to the Company, BCI, the ServicerDepositor, the Trustee and the Trust as follows: (a) The Transferee has knowledge in financial investment and business matters and is capable of evaluating the merits and risks of an investment in the Residual Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision; and the Transferee is able to bear the economic risk of an investment in the Residual Certificates and can afford a complete loss of such investment. (b) The Transferee represents that (i) it understands that each of the Residual Certificates represents represent for federal income tax purposes a the "residual interest" in a real estate mortgage investment conduit (a "REMIC") and that, as the holder of the Residual Certificates, it will be required to take into account, in determining its taxable income, its pro rata share of the taxable income of the such REMIC, (ii) it understands that it may incur federal income tax liabilities with respect to the Residual Certificates in excess of any cash flows generated by the Residual Underlying Certificates and (iii) it has historically paid its debts as they became due and has the financial Investment wherewithal and intends to continue to pay its debts as they come due in the future, including any tax imposed on the income that it derives from the Residual Certificates as such taxes become due. (c) The Transferee is acquiring the Residual Certificates for its own account as principal and not with a view to the resale or distribution thereof, in whole or in part, in violation of Section 5 of the Securities Act of 1933, as amended (the "Securities Act"). (d) The Transferee confirms that the Company Depositor has made available to the Transferee the opportunity to ask questions of, and receive answers from, the Company Depositor concerning the CompanyDepositor, the Trust, the purchase by the Transferee of the Residual Certificates and all matters relating thereto, and to obtain additional information relating thereto that the Company Depositor possesses or can acquire unreasonable effort or expense.

Representations and Warranties of the Transferee. In connection with the proposed transfer of the Purchased Certificates, the Transferee represents and warrants to the Company, BCIDepositor, the Master Servicer, the Trustee and the Trust as follows: (a) The Transferee has knowledge in financial and business matters and is capable of evaluating the merits and risks of an investment in the Residual Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision; and the Transferee is able to bear the economic risk of an investment in the Residual Certificates and can afford a complete loss of such investment. . *(b) The Transferee represents that (i) it understands that each of the Residual Certificates represents for federal income tax purposes a "“residual interest" ” in a real estate mortgage investment conduit (a "“REMIC"”) and that, as the holder of the Residual Certificates, it will be required to take into account, in determining its taxable income, its pro rata share of the taxable income of the REMIC, (ii) it understands that it may incur federal income tax liabilities with respect to the Residual Certificates in excess of any cash flows generated by the Residual Certificates and (iii) it has historically paid its debts as they became due and has the financial wherewithal and intends to continue to pay its debts as they come due in the future, including any tax imposed on the income that it derives from the Residual Certificates as such taxes become due. (c) The Transferee is acquiring the Residual Certificates for its own account as principal and not with a view to the resale or distribution thereof, in whole or in part, in violation of Section 5 of the Securities Act of 1933, as amended (the "Act"). (d) The Transferee confirms that the Company has made available to the Transferee the opportunity to ask questions of, and receive answers from, the Company concerning the Company, the Trust, the purchase by the Transferee of the Residual Certificates and all matters relating thereto, and to obtain additional information relating thereto that the Company possesses or can acquire unreasonable effort or expense.

Representations and Warranties of the Transferee. In connection with the proposed transfer of the Purchased Certificates, the The Transferee hereby represents and warrants to the CompanyTransferor and the Company that (i) the Transferee understands and acknowledges that the shares being acquired by the Transferee pursuant to this Agreement are not registered under the Securities Act of 1933, BCIas amended (the “Securities Act”), or any state securities act or any other federal or state laws, that such shares may not be resold without registration under the Securities Act and qualification under state securities laws except in certain limited circumstances and that the certificate(s) representing such shares will be legended as deemed necessary by the Company under applicable securities laws, (ii) the Transferee further understands and acknowledges that the Company has no present intention to effect registration of the shares being acquired hereunder, the ServicerCompany is under no obligation to effect such a registration, and there can be no assurance as to whether the Trustee and Company will be able to effect any such registration at any particular time, if at all, (iii) the Trust Transferee is an “accredited investor” as follows: that term is defined in Rule 501 of Regulation D, as promulgated under the Securities Act, (aiv) The the Transferee has such knowledge of the Company and experience in financial and business matters in general, and is investments and securities, in particular, so as to be capable of evaluating the merits and risks of an investment in the Residual Certificates; capital stock of the Transferee has sought such accounting, legal Company and tax advice as it has considered necessary to make making an informed decision; and the Transferee is able to bear the economic risk of an investment in the Residual Certificates and can afford a complete loss of such investment. (b) The Transferee represents that (i) it understands that each of the Residual Certificates represents for federal income tax purposes a "residual interest" in a real estate mortgage investment conduit (a "REMIC") and that, as the holder of the Residual Certificates, it will be required to take into account, in determining its taxable income, its pro rata share of the taxable income of the REMIC, (ii) it understands that it may incur federal income tax liabilities decision with respect to the Residual Certificates in excess purchase of any cash flows generated by the Residual Certificates and shares being purchased hereunder, (iiiv) it has historically paid its debts as they became due and has the financial wherewithal and intends to continue to pay its debts as they come due in the future, including any tax imposed on the income that it derives from the Residual Certificates as such taxes become due. (c) The Transferee is acquiring such shares for the Residual Certificates for its Transferee’s own account account, not as principal a nominee or agent and not with a view to the resale sale or distribution of any part thereof, in whole or in part, in violation of Section 5 of the Securities Act of 1933, as amended (the "Act"). (dvi) The Transferee confirms that the Company has made available to the Transferee has no present intention of selling, granting participation in, or otherwise distributing any such shares, (vii) the opportunity Transferee does not have any contract, undertaking or arrangement with any person to ask questions ofsell, transfer or grant participation to such person or to any third person, with respect to any of such shares, (viii) the Transferee has the power and receive answers fromauthority to execute, deliver and perform the Company concerning Transferee’s obligations under this Agreement, (ix) this Agreement, when executed and delivered, will constitute the CompanyTransferee’s valid and binding obligation, enforceable against the TrustTransferee in accordance with the terms hereof, (x) the purchase execution, delivery and performance of this Agreement by the Transferee will not violate any written or oral contract, agreement or instrument to which the Transferee is a party, (xi) the Transferee hereby waives its right to exercise redemption rights with respect to the Initial Shares and Balance Shares, if any, and agrees that it will not seek redemption with respect to or otherwise sell, such shares in connection with any vote to approve a Business Combination with respect thereto, a vote to amend the provisions of the Residual Certificates Company’s Amended and all matters relating theretoRestated Certificate of Incorporation, or a tender offer by the Company prior to a Business Combination, and (xii) the Transferee agrees, with respect to obtain additional information relating thereto that the Company possesses or can acquire unreasonable effort or expenseInitial Shares and Balance Shares, if any, to be bound by the terms and conditions of the Escrow Agreement.

Representations and Warranties of the Transferee. In connection with the proposed transfer of the Purchased Certificates, the Transferee represents and warrants to the Company, BCI, the Servicer, the Trustee and the Trust as follows: (a) The Transferee has knowledge in financial and business matters and is capable of evaluating the merits and risks of an investment in the Residual Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision; and the Transferee is able to bear the economic risk of an investment in the Residual Certificates and can afford a complete loss of such investment. (b) The Transferee represents that (i) it understands that each of the Residual Certificates represents for federal income tax purposes a "residual interest" in a real estate mortgage investment conduit (a "REMIC") and that, as the holder of the Residual Certificates, it will be required to take into account, in determining its taxable income, its pro rata share of the taxable income of the REMIC, (ii) it understands that it may incur federal income tax liabilities with respect to the Residual Certificates in excess of any cash flows generated by the Residual Certificates and (iii) it has historically paid its debts as they became due and has the financial wherewithal wherewithall and intends to continue to pay its debts as they come due in the future, including any tax imposed on the income that it derives from the Residual Certificates as such taxes become due. (c) The Transferee is acquiring the Residual Certificates for its own account as principal and not with a view to the resale or distribution thereof, in whole or in part, in violation of Section 5 of the Securities Act of 1933, as amended (the "Act"). (d) The Transferee confirms that the Company has made available to the Transferee the opportunity to ask questions of, and receive answers from, the Company concerning the Company, the Trust, the purchase by the Transferee of the Residual Certificates and all matters relating thereto, and to obtain additional information relating thereto that the Company possesses or can acquire unreasonable effort or expense.

Representations and Warranties of the Transferee. In connection with To induce the proposed transfer of Company and the Purchased CertificatesRegistrar to accept this transfer, the Transferee represents and warrants to as follows: The undersigned acknowledges and agrees that no transfer of the Notes or any interest therein will become effective until the Registrar has, on behalf of the Company, BCI, entered the Servicer, name of the Trustee and the Trust as follows: (a) The Transferee has knowledge in financial and business matters and is capable of evaluating the merits and risks of an investment in the Residual Certificates; Owner Registry. The undersigned has the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision; and the Transferee is able financial ability to bear the economic risk of an investment in the Residual Certificates Notes, has adequate means for providing for his current needs and can afford a complete loss of such possible contingencies and has no need for the liquidity in this investment. (b) . The Transferee represents that (i) it understands that each of the Residual Certificates represents for federal income tax purposes a "residual interest" in a real estate mortgage investment conduit (a "REMIC") and that, as the holder of the Residual Certificates, it will be required to take into account, in determining its taxable income, its pro rata share of the taxable income of the REMIC, (ii) it understands that it may incur federal income tax liabilities with respect to the Residual Certificates in excess of any cash flows generated Notes are being acquired by the Residual Certificates and (iii) it has historically paid its debts as they became due and has Transferee for the financial wherewithal and intends to continue to pay its debts as they come due in the future, including any tax imposed on the income that it derives from the Residual Certificates as such taxes become due. (c) The Transferee is acquiring the Residual Certificates for its Transferee's own account as principal for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, in violation of Section 5 of distribution. The Transferee understands that the Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). (d) , the securities laws of any state thereof or the securities laws of any other jurisdiction, nor is such registration contemplated. The Transferee confirms understands and agrees further that the Company has made available to Notes must be held indefinitely unless they are subsequently registered under the Securities Act and these laws or an exemption from registration under the Securities Act and these laws covering the sale of Notes is available. If the Transferee is not a natural person, (i) the opportunity Transferee has the power and authority to ask questions ofexecute and deliver this Transfer Request and (ii) the person signing this Transfer Request on behalf of the Transferee has been duly authorized to execute and deliver this Transfer Request. The undersigned acknowledges that the Company's principal business is in beverage alcohol and the Company is obligated to make certain disclosures to regulatory authorities regarding its management, ownership and receive answers fromfinancing. In the event such a disclosure is to be made, the Company concerning undersigned consents to disclosure of such data on the Company, the Trust, the purchase Transferee Questionnaire as is required by the Transferee of the Residual Certificates and all matters relating thereto, and to obtain additional information relating thereto authorities. The undersigned further acknowledges that the laws of certain U.S. states may preclude the holder of an interest in a US wholesaler or retailer of beverage alcohol from also owning the Notes and/or an interest in the Company possesses or can acquire unreasonable effort or expenseand agrees to conform to any legal requirements that may be applicable.

Representations and Warranties of the Transferee. In connection ------------------------------------------------ with the proposed transfer of the Purchased Residual Certificates, the Transferee represents and warrants to the Company, BCI, the ServicerDepositor, the Trustee and the Trust as follows: (a) The Transferee has knowledge in financial investment and business matters and is capable of evaluating the merits and risks of an investment in the Residual Certificates; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision; and the Transferee is able to bear the economic risk of an investment in the Residual Certificates and can afford a complete loss of such investment. (b) The Transferee represents that (i) it understands that each of the Residual Certificates represents represent for federal income tax purposes a the "residual interest" in a real estate mortgage investment conduit (a "REMIC") and that, as the holder of the Residual Certificates, it will be required to take into account, in determining its taxable income, its pro rata share of the taxable income of the such REMIC, (ii) it understands that it may incur federal income tax liabilities with respect to the Residual Certificates in excess of any cash flows generated by the Residual Certificates and (iii) it has historically paid its debts as they became due and has the financial Investment wherewithal and intends to continue to pay its debts as they come due in the future, including any tax imposed on the income that it derives from the Residual Certificates as such taxes become due. (c) The Transferee is acquiring the Residual Certificates for its own account as principal and not with a view to the resale or distribution thereof, in whole or in part, in violation of Section 5 of the Securities Act of 1933, as amended (the "Securities Act"). (d) The Transferee confirms that the Company Depositor has made available to the Transferee the opportunity to ask questions of, and receive answers from, the Company Depositor concerning the CompanyDepositor, the Trust, the purchase by the Transferee of the Residual Certificates and all matters relating thereto, and to obtain additional information relating thereto that the Company Depositor possesses or can acquire unreasonable effort or expense.