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 (A) (i) affiliated funds of Exxxxxxxx Management Group, LLC, (ii) an entity controlled by affiliate funds of Exxxxxxxx Management Group LLC and (iii) Exxxxxxxx Management Group, LLC or its Affiliates or (B) LNR Securities Holdings, LLC or Affiliates of LNR Securities Holdings, 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 (A) (i) affiliated funds of Exxxxxxxx Management Group, LLC, (ii) an entity controlled by affiliate funds of Exxxxxxxx Management Group Group, LLC and (iii) Exxxxxxxx Management Group, LLC or its Affiliates or (B) LNR Securities Holdings, LLC or Affiliates of LNR Securities Holdings, LLC) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: