Common use of Form and Registration Clause in Contracts

Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to an affiliate of RREF III Debt AIV, LP) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:

Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to an affiliate of RREF III Debt AIV, LPKKR Real Estate Credit Opportunity Partners Aggregator I L.P.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:

Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to an affiliate CPUSI CMBS-B Co-Investment I LLC or Affiliates of RREF III Debt AIV, LPCPUSI CMBS-B Co-Investment I LLC) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:

Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to an affiliate of RREF III Debt AIV, LPBlackrock Financial Management Inc.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:

Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to an affiliate of RREF III Debt AIVDoubleLine Capital, LP) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:

Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to an affiliate of RREF III Debt AIV, LPSeer Capital Partners Master Fund L.P.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:

Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to an affiliate LNR Securities Holdings, LLC or Affiliates of RREF III Debt AIVLNR Securities Holdings, LPLLC) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:

Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to an affiliate RREF CMBS AIV XX XX, LP or Affiliates of RREF III Debt AIVCMBS AIV XX XX, LP) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:

Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers Purchaser to an affiliate Torchlight Investors, LLC, one of RREF III Debt AIVits managed funds, LPor Affiliates of Torchlight Investors, LLC) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:

Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers Purchaser to an affiliate CIBX Commercial Mortgage, LLC, or Affiliates of RREF III Debt AIVCIBX Commercial Mortgage, LPLLC) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:

Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to an affiliate of RREF III Debt AIVSaba Capital Management, LPL.P.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:

Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to an affiliate of RREF III Debt AIVTorchlight Investors, LPLLC or its Affiliates) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:

Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to an affiliate Raith Capital Partners, LLC and AllianceBernstein, L.P. or Affiliates of RREF III Debt AIV, LPeither) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: