Transfer, Amendment and Assignment Sample Clauses

Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of S&P and Moody's has been provided notice of the same and confirms in writing (including by facsimile transmission) after such notice is given that it will not downgrade, withdraw or otherwise modify its then-current rating of the Certificates.

Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless (i) each of S&P and Moody’s have been provided notice of the same (ii) S&P and Moody’s confirm in writing (including by facsimile transmission) within five Business Days after such notice is given that they will not downgrade, qualify, withdraw or otherwise modify their then-current rating of the Certificates and (iii) S&P confirms in writing (including by facsimile transmission) within five Business Days after such notice is given that it will not downgrade, qualify, withdraw or otherwise modify its then-current rating of the Notes.

Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Agreement shall be permitted by either party unless each of Standard & Poor's Ratings Service, a division of The McGraw Hill Companies, Inc. ("S&P"), Moody's Investors Service, Inc. ("Moody's") and Fitch, Inc. ("▇▇▇▇h", and together with S&P and Moody's, th▇ "▇▇ting Agencies") has been provided notice of the same and confirms in writing (including by facsimile transmission) within five Business Days after such notice is given that it will not downgrade, qualify, withdraw or otherwise modify its then current rating of the Morgan Stanley Capital I Inc. Trust 2006-HE2, Mortgage Pass-▇▇▇▇▇gh ▇▇▇▇▇ficates, Series 2006-HE2.

Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless (i) each party has given prior written consent to the party, (ii) each of Moody's Investors Service, Inc. ("Moody's"), Fitch Ratings ("Fitch") an▇ Standard & Poor's Ratings Group, a di▇▇▇▇▇n of The McGraw-Hill Companies, Inc. ("S&P") have been provided notice of ▇▇▇▇ ▇▇▇▇▇▇cation and confirms in writing (including by facsimile transmission) within five Business Days after such notice is given that it will not downgrade, withdraw or modify its then-current rating of the ABFC Asset-Backed Certificates, Series 2004-OPT2 (the "Securities").

Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each Rating Agency has been provided prior notice of the same and confirms in writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current rating of the Grantor Trust Certificates as a result of such transfer, amendment, waiver, supplement, assignment or other modification; provided that upon notice to the Rating Agencies, Bear ▇▇▇▇▇▇▇ may transfer the Transaction(s) pursuant to the Form Master Agreement and all of its interests in such Transaction(s) and all of its Obligations in or under the Form Master Agreement to its Credit Support Provider or any affiliates thereof, and if such transfer is to an entity other than its Credit Support Provider, Bear ▇▇▇▇▇▇▇ will furnish to Counterparty a Guaranty of such Credit Support Provider which guarantees all of such transferee's Obligations in the form of the Guaranty of the Credit Support Provider of Bear ▇▇▇▇▇▇▇ delivered in connection with the Form Master Agreement (other than the name of the guaranteed party, the effective date and the date of such guaranty). Upon such transfer, Bear ▇▇▇▇▇▇▇ will be fully released from any and all Obligations and liabilities related to the interests assigned.

Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction (other than (i) the assignment of the Transaction to be entered into on the Effective Date among Party A, Party B, Deutsche Bank National Trust Company, not individually, but solely as Trustee (the “Trustee”) under the Pooling and Servicing Agreement dated as of 01 January 2005, among Long Beach Securities Corp., as Depositor (the “Depositor”), Party B, as Master Servicer, and the Trustee (the “Pooling Agreement”) on behalf of Long Beach Mortgage Loan Trust 2005‑1 (the “Trust”) and the Depositor and (ii) the assignment by Party A to the Credit Support Provider described in the last sentence of this Section 9) shall be permitted by either party unless each of ▇▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”), ▇▇▇▇▇, Inc. ("Fitch") and Standard & Poor’s, a division of McGraw Hill Companies, Inc. ("S&P") has been provided notice of such transfer, amendment or assignment and confirms in writing (including by facsimile transmission) within five Business Days after such notice is given that it will not qualify, downgrade, withdraw or modify its then-current rating of: (i) the Long Beach Mortgage Loan Trust 2005‑1 Asset-Backed Certificates, Series 2005‑1 (the “Certificates”) that were rated when issued, and (ii) certain net interest margin securities (the “NIMS”) if issued, that may be issued by a separate trust pursuant to an indenture to be entered into in connection with the NIMS (the “Indenture”) and secured by certain of the Certificates without regard to the insurance policies issued by the Note Insurer and the Backup Note Insurer (each, if any, as defined in the Indenture). Furthermore, no such transfer, amendment, waiver, supplement, assignment or other modification shall be permitted by either party unless the Note Insurer and the Backup Note Insurer, if any, shall have been provided notice of the same and the Note Insurer and the Backup Note Insurer shall have consented thereto, which consent shall not be unreasonably withheld. Any transfer, amendment, waiver, assignment or other modification without the consent of the Note Insurer and the Backup Note Insurer shall be null and void, provided, however, that the Note Insurer, if any, shall not have any consent rights hereunder if an Insurer Default (if any, as defined in the Indenture) has occurred and is continuing and the Backup Note Insurer, if any, shall not have any consent rights hereunder if a Backup Note Ins...

Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of Standard & Poor’s Ratings Service, a division of The M▇▇▇▇▇-▇▇▇▇ Companies, Inc (“S&P”), M▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”) and Fitch Ratings (“Fitch”), has been provided notice of the same and confirms in writing (including by facsimile transmission) within five Business Days after such notice is given that it will not downgrade, qualify, withdraw or otherwise modify its then-current rating of the Class I-A, Class II-A, Class III-A-1, Class III-A-2, Class III-A-3, Class III-A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates (the “Certificates”).

Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction (other than the pledge of this Transaction to the trustee pursuant to the Pooling and Servicing Agreement) shall be permitted by either party unless each of Fitch Ratings (“Fitch”), Standard & Poor’s, a division of The M▇▇▇▇▇-▇▇▇▇ Companies, Inc. (“S&P”) and M▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”), has been provided notice of the same and confirms in writing (including by facsimile transmission) within five Business Days after such notice is given that it will not downgrade, qualify, withdraw or otherwise modify its then-current rating of the Certificates (as defined in the Pooling and Servicing Agreement).

Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless the Swap Rating Agencies have been provided notice of the same and confirms in writing (including by facsimile transmission) within five Business Days after such notice is given that it will not downgrade, withdraw or otherwise modify its then-current rating of the Notes.