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 or Underwriters to the Third Party Purchaser) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (a) Each Class of the Non-Registered Certificates (other than the Class R Certificates and the Class VRR Certificates) sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary Book-Entry Certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each