Common use of Transfer, Amendment and Assignment Clause in Contracts

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.

Appears in 3 contracts

Sources: Grantor Trust Agreement (Bear Stearns Mortgage Funding Trust 2007-Ar5), Grantor Trust Agreement (Structured Asset Mortgage Investments II Trust 2007-Ar4), Grantor Trust Agreement (Bear Stearns Mortgage Funding Trust 2007-Ar4)

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 confirm 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 ’s Obligations in substantially 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)Agreement. Upon such transfer, Bear ▇▇▇▇▇▇▇ will be fully released from any and all Obligations and liabilities related to the interests assigned.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (GreenPoint MFT 2006-Ar2), Grantor Trust Agreement (GreenPoint Mortgage Funding Trust 2005-Ar1)

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 ▇▇▇▇▇▇▇ Stearns may transfer the Transaction(s) pursuant to the Form Master Agreement and all of its interests int▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Stearns 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 ▇▇▇▇▇▇▇ Stearns 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 ▇▇▇▇▇▇▇ Stearns will be fully released from any and all Obligations and liabilities related to the interests assigneda▇▇▇▇▇▇▇.

Appears in 1 contract

Sources: Grantor Trust Agreement (Bear Stearns Mortgage Funding Trust 2006-Ar3)

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 ▇▇▇▇▇▇▇ Stearns may transfer the Transaction(s) pursuant to the Form Master Agreement and all of its interests i▇▇ ▇▇▇▇rests 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 ▇▇▇▇▇▇▇ Stearns will furnish to Counterparty a Guaranty of such Credit Support Provider which guarantees guar▇▇▇▇▇▇ all of such transferee's Obligations in the form of the Guaranty of the Credit Support Provider of Bear ▇▇▇▇▇▇▇ Stearns delivered in connection with the Form Master Agreement (other than the name of the guaranteed gu▇▇▇▇▇▇▇d party, the effective date and the date of such guaranty). Upon such transfer, Bear ▇▇▇▇▇▇▇ Stearns will be fully released from any and all Obligations and liabilities related to the interests assignedinte▇▇▇▇▇ ▇ssigned.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2006-Ar3)

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 ▇▇▇▇▇▇▇ Stearns may transfer the Transaction(s) pursuant to the Form Master Agreement and all of its interests in such interest▇ ▇▇ ▇▇ch 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 ▇▇▇▇▇▇▇ Stearns will furnish to Counterparty a Guaranty of such Credit Support Provider which guarantees all of such ▇▇ ▇▇▇▇ transferee's ’s Obligations in the form of the Guaranty of the Credit Support Provider of Bear ▇▇▇▇▇▇▇ Stearns delivered in connection with the Form Master Agreement (other than the name of the guaranteed partyp▇▇▇▇, the effective date and the date of such guaranty). Upon such transfer, Bear ▇▇▇▇▇▇▇ Stearns will be fully released from any and all Obligations and liabilities related to the interests assignedassig▇▇▇.

Appears in 1 contract

Sources: Grantor Trust Agreement (Bear Stearns Mortage Funding Trust 2006-Ar2)

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 S▇▇▇▇▇▇ 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 S▇▇▇▇▇▇ will furnish to Counterparty a Guaranty of such Credit Support Provider which guarantees all of such transferee's ’s Obligations in the form of the Guaranty of the Credit Support Provider of Bear S▇▇▇▇▇▇ 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 S▇▇▇▇▇▇ will be fully released from any and all Obligations and liabilities related to the interests assigned.

Appears in 1 contract

Sources: Grantor Trust Agreement (Bear Stearns Structured Products Inc. Trust 2007-R3)

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 ▇▇▇▇▇▇▇ Stearns 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 ▇▇▇▇▇▇▇ Stearns 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 ▇▇▇▇▇▇▇ Stearns 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 ▇▇▇▇▇▇▇ Stearns will be fully released from any and all Obligations and liabilities related to the interests assigned.

Appears in 1 contract

Sources: Grantor Trust Agreement (Bear Stearns Mortgage Funding Trust 2006-Ar3)

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 ▇▇▇▇▇▇▇ Stearns may transfer the Transaction(s) pursuant to the Form Master Agreement and all of its interests in intere▇▇▇ ▇▇ 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 ▇▇▇▇▇▇▇ Stearns will furnish to Counterparty a Guaranty of such Credit Support Provider which guarantees all of such al▇ ▇▇ ▇▇ch transferee's Obligations in the form of the Guaranty of the Credit Support Provider of Bear ▇▇▇▇▇▇▇ Stearns 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 ▇▇▇▇▇▇▇ Stearns will be fully released from any and all Obligations and liabilities related to the interests assignedass▇▇▇▇▇.

Appears in 1 contract

Sources: Grantor Trust Agreement (Bear Stearns Mortgage Funding Trust 2006-Ar3)

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 ▇▇▇▇▇▇▇ Stearns 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 ▇▇▇▇▇▇▇ Stearns will furnish to Counterparty a Guaranty of such Credit Support Provider which guarantees all of such transferee's ’s Obligations in the form of the Guaranty of the Credit Support Provider of Bear ▇▇▇▇▇▇▇ Stearns 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 ▇▇▇▇▇▇▇ Stearns will be fully released from any and all Obligations and liabilities related to the interests assigned.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Bear Stearns Mortage Funding Trust 2006-Ar2)

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 ▇▇▇▇▇▇▇ Stearns may transfer the Transaction(s) pursuant to the Form Master Agreement and all of its interests o▇ ▇▇▇ ▇nterests 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 ▇▇▇▇▇▇▇ Stearns will furnish to Counterparty a Guaranty of such Credit Support Provider which guarantees all guarante▇▇ ▇▇▇ of such transferee's Obligations in the form of the Guaranty of the Credit Support Provider of Bear ▇▇▇▇▇▇▇ Stearns delivered in connection with the Form Master Agreement (other than the name of the guaranteed gu▇▇▇▇▇▇▇d party, the effective date and the date of such guaranty). Upon such transfer, Bear ▇▇▇▇▇▇▇ Stearns will be fully released from any and all Obligations and liabilities related to the interests in▇▇▇▇▇▇▇ assigned.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2006-Ar3)