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 KKR 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 KKR Real Estate Credit Opportunity Partners Aggregator I L.P.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 KKR Real Estate Credit Opportunity Partners Aggregator CPUSI CMBS-B Co-Investment I L.P.LLC or Affiliates of CPUSI 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 KKR Real Estate Credit Opportunity Partners Aggregator I L.P.Blackrock 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 KKR Real Estate Credit Opportunity Partners Aggregator I L.P.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 KKR Real Estate Credit Opportunity Seer Capital Partners Aggregator I 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 KKR Real Estate Credit Opportunity Partners Aggregator I L.P.DoubleLine 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 KKR Real Estate Credit Opportunity Partners Aggregator I L.P.Torchlight Investors, LLC 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 Purchaser to KKR Real Estate Credit Opportunity Partners Aggregator I L.P.Torchlight Investors, LLC, one of its managed funds, or 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 to KKR Real Estate Credit Opportunity Partners Aggregator I Saba Capital Management, 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 KKR Real Estate Credit Opportunity Partners Aggregator I L.P.RREF CMBS AIV XX XX, LP or Affiliates of RREF CMBS 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 KKR Real Estate Credit Opportunity Partners Aggregator I L.P.CIBX Commercial Mortgage, LLC, or Affiliates of CIBX Commercial Mortgage, 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 KKR Real Estate Credit Opportunity Partners Aggregator I L.P.Raith Capital Partners, LLC and AllianceBernstein, L.P. or Affiliates of either) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: