Common use of Transfer of Purchased Certificates Clause in Contracts

Transfer of Purchased Certificates. (a) The Transferee understands that the Purchased Certificates have not been registered under the Act or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from such registration is available. If requested by the Servicer or the Trustee, the Transferee and the Holder of Purchased Certificates who desires to effect this transfer have certified to the Trustee, the Company and the Servicer as to the factual basis for the registration or qualification exemption relied upon. The Transferee further understands that neither the Company, BCI, the Servicer, the Trustee nor the Trust is under any obligation to register the Purchased Certificates or make an exemption from such registration available. (b) In the event that the transfer is to be made within three years of the date the Purchased Certificates were acquired by a non-Affiliate of the Company from the Company or an Affiliate of the Company, the Servicer or the Trustee may require an Opinion of Counsel (which shall not be an expense of the Company, BCI, the Servicer or the Trustee) that such transfer is not required to be registered under the Act or state securities laws. (c) Any Certificateholder desiring to effect a transfer shall, and does hereby agree to, indemnify the Company, the Servicer and the Trustee against any liability that may result if the transfer is not exempt under federal or applicable state securities laws.

Transfer of Purchased Certificates. (a) The Transferee understands that the Purchased Certificates have not been registered under the Act or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from such registration is available. If requested by the Servicer or the Trustee, the Transferee and the Holder of Purchased Certificates who desires to effect this transfer have certified to the Trustee, the Company OMI and the Servicer as to the factual basis for the registration or qualification exemption relied upon. The Transferee further understands that neither the CompanyOMI, BCIOAC, the Servicer, the Trustee nor the Trust is under any obligation to register the Purchased Certificates or make an exemption from such registration available. (b) In the event that the transfer is to be made within three years of the date the Purchased Certificates were acquired by a non-Affiliate of the Company OMI from the Company OMI or an Affiliate of the CompanyOMI, the Servicer or the Trustee may require an Opinion of Counsel (which shall not be an expense of the CompanyOMI, BCIOAC, the Servicer or the Trustee) that such transfer is not required to be registered under the Act or state securities laws. (c) Any Certificateholder desiring to effect a transfer shall, and does hereby agree to, indemnify the CompanyOMI, the Servicer and the Trustee against any liability that may result if the transfer is not exempt under federal or applicable state securities laws.

Transfer of Purchased Certificates. (a) The Transferee understands that the Purchased Certificates have not been registered under the Act or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from such registration is available. If requested by the Master Servicer or the Trustee, the Transferee and the Holder of Purchased Certificates who desires to effect this transfer have certified to the Trustee, the Company Depositor and the Master Servicer as to the factual basis for the registration or qualification exemption relied upon. The Transferee further understands that neither the Company, BCIDepositor, the Master Servicer, the Trustee nor the Trust is under any obligation to register the Purchased Certificates or make an exemption from such registration available. (b) In the event that the transfer is to be made within three years of the date the Purchased Certificates were acquired by a non-Affiliate of the Company Depositor from the Company Depositor or an Affiliate of the CompanyDepositor, the Master Servicer or the Trustee may require an Opinion of Counsel (which shall not be an expense of the Company, BCIDepositor, the Master Servicer or the Trustee) that such transfer is not required to be registered under the Act or state securities laws. (c) Any Certificateholder desiring to effect a transfer shall, and does hereby agree to, indemnify the CompanyDepositor, the Master Servicer and the Trustee against any liability that may result if the transfer is not exempt under federal or applicable state securities laws.

Transfer of Purchased Certificates. (a) The Transferee understands that the Purchased Certificates have not been registered under the Act or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from such registration is available. If requested by the Servicer or the Trustee, the Transferee and the Holder of Purchased Certificates who desires to effect this transfer have certified to the Trustee, the Company and the Servicer as to the factual basis for the registration or qualification exemption relied upon. The Transferee further understands that neither the Company, BCIOAC, the Servicer, the Trustee nor the Trust is under any obligation to register the Purchased Certificates or make an exemption from such registration available. (b) In the event that the transfer is to be made within three years of the date the Purchased Certificates were acquired by a non-Affiliate of the Company from the Company or an Affiliate of the Company, the Servicer or the Trustee may require an Opinion of Counsel (which shall not be an expense of the Company, BCIOAC, the Servicer or the Trustee) that such transfer is not required to be registered under the Act or state securities laws. (c) Any Certificateholder desiring to effect a transfer shall, and does hereby agree to, indemnify the Company, the Servicer and the Trustee against any liability that may result if the transfer is not exempt under federal or applicable state securities laws.

Transfer of Purchased Certificates. (a) The Transferee understands that the Purchased Certificates have not been registered under the Act or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from such registration is available. If requested by the Servicer or the Trustee, the Transferee and the Holder of Purchased Certificates who desires to effect this transfer have certified to the Trustee, the Company and the Servicer as to the factual basis for the registration or qualification exemption relied upon. The Transferee further understands that neither the Company, BCI, the Servicer, the Trustee nor the Trust is under any obligation to register the Purchased Certificates or make an exemption from such registration available. (b) In the event that the transfer is to be made within three years of the date the Purchased Certificates were acquired by a non-non- Affiliate of the Company from the Company or an Affiliate of the Company, the Servicer or the Trustee may require an Opinion of Counsel (which shall not be an expense of the Company, BCI, the Servicer or the Trustee) that such transfer is not required to be registered under the Act or state securities laws. (c) Any Certificateholder desiring to effect a transfer shall, and does hereby agree to, indemnify the Company, the Servicer and the Trustee against any liability that may result if the transfer is not exempt under federal or applicable state securities laws.

Transfer of Purchased Certificates. (a) The Transferee Purchaser understands that the Purchased Certificates have not been registered under the Act Act, or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from such registration is available. If requested by the Servicer or the Trustee, the Transferee and the Holder of Purchased Certificates who desires to effect this transfer have certified to the Trustee, the Company and the Servicer as to the factual basis for the registration or qualification exemption relied upon. The Transferee Purchaser further understands that neither the Company, BCI, the Servicer, the Trustee DMSI nor the Trust is under any obligation to register the Purchased Certificates or make an exemption from such registration available. (b) . In the event that the such a transfer is to be made within three two years of the date the Purchased Certificates were acquired by a non-Affiliate of the Company from the Company Closing Date without registration under the Act or an Affiliate of the Companyapplicable state securities laws, the Servicer or (i) the Trustee shall require, in order to assure compliance with such laws, that the Certificateholder's prospective transferees each certify to DMSI and the Trustee as to the factual basis for the registration or qualification exemption relied upon, and (ii) the Trustee or DMSI may require an Opinion of Counsel (that such transfer may be made pursuant to an exemption from the Act and state securities laws, which Opinion of Counsel shall not be an expense of the Company, BCI, the Servicer Trustee or the Trustee) that DMSI. Any such transfer is not required to be registered under the Act or state securities laws. (c) Any Certificateholder desiring to effect a such transfer shall, and does hereby agree to, indemnify the Company, the Servicer Trustee and the Trustee DMSI against any liability that may result if the transfer Transfer is not so exempt under or is not made in accordance with such federal or applicable and state securities laws. (b) The Purchaser acknowledges that its Purchased Certificates bear a legend setting forth the applicable restrictions on transfer.

Transfer of Purchased Certificates. (a) The Transferee understands that the Purchased Certificates have not been registered under the Act or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from such registration is available. If requested by the Servicer or the Trustee, the Transferee and the Holder of Purchased Certificates who desires to effect this transfer have certified to the Trustee, the Company OMI and the Servicer as to the factual basis for the registration or qualification exemption relied upon. The Transferee further understands that neither the CompanyOMI, BCIOAC, the Servicer, the Trustee nor the Trust is under any obligation to register the Purchased Certificates or make an exemption from such registration available. (b) In the event that the transfer is to be made within three years of the date the Purchased Certificates were acquired by a non-Affiliate of the Company OMI from the Company OMI or an Affiliate of the CompanyOMI, the Servicer or the Trustee may require an Opinion of Counsel (which shall not be an expense of the CompanyOMI, BCIOAC, the Servicer or the Trustee) that such transfer is not required to be registered under the Act or state securities laws. (c) Any Certificateholder desiring to effect a transfer shall, and does hereby agree to, indemnify the CompanyOMI, the Servicer and the Trustee against any liability that may result if the transfer is not exempt under federal or applicable state securities laws. (d) The transfer of the Purchased Certificates may be subject to additional restrictions, as set forth in Section 5.05 of the Standard Terms of the Pooling and Servicing Agreement, a copy of which is attached hereto as Annex A. All capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in the Pooling and Servicing Agreement.

Transfer of Purchased Certificates. (a) The Transferee understands that the Purchased Certificates have not been registered under the Act or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from such registration is available. If requested by the Master Servicer or the Trustee, the Transferee and the Holder of Purchased Certificates who desires to effect this transfer have certified to the Trustee, the Company Depositor and the Master Servicer as to the factual basis for the registration or qualification exemption relied upon. The Transferee further understands that neither the Company, BCIDepositor, the Master Servicer, the Trustee nor the Trust is under any obligation to register the Purchased Certificates or make an exemption from such registration available. (b) In the event that the transfer is to be made within three years of the date the Purchased Certificates were acquired by a non-Affiliate of the Company Depositor from the Company Depositor or an Affiliate of the CompanyDepositor, the Master Servicer or the Trustee may require an Opinion of Counsel (which shall not be an expense of the Company, BCIDepositor, the Master Servicer or the Trustee) that such transfer is not required to be registered under the Act or state securities laws. (c) Any Certificateholder desiring to effect a transfer shall, and does hereby agree to, indemnify the Company, the Servicer and the Trustee against any liability that may result if the transfer is not exempt under federal or applicable state securities laws.

Transfer of Purchased Certificates. (a) The Transferee understands that the Purchased Certificates have not been registered under the Act or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from such registration is available. If requested by the Servicer or the Trustee, the Transferee and the Holder of Purchased Certificates who desires to effect this transfer have certified to the Trustee, the Company and the Servicer as to the factual basis for the registration or qualification exemption relied upon. The Transferee further understands that neither the Company, BCI, the Servicer, the Trustee nor the Trust is under any obligation to register the Purchased Certificates or make an exemption from such registration available. (b) In the event that the transfer is to be made within three years of the date the Purchased Certificates were acquired by a non-Affiliate of the Company from the Company or an Affiliate of the Company, the Servicer or the Trustee may require an Opinion of Counsel (which shall not be an expense of the Company, BCI, the Servicer or the Trustee) that such transfer is not required to be registered under the Act or state securities laws. (c) Any Certificateholder desiring to effect a transfer shall, and does hereby agree to, indemnify the Company, the Servicer and the Trustee against any liability that may result if the transfer is not exempt under federal or applicable state securities laws. (d) The transfer of the Purchased Certificates may be subject to additional restrictions, as set forth in Section 5.05 of the Standard Terms of the Pooling and Servicing Agreement, a copy of which is attached hereto as Annex A. All capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in the Pooling and Servicing Agreement.