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 of Standard & Poor's Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided 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 ratings on the Certificates issued under the Pooling and Servicing Agreement (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 each of Standard & Poor's ’s Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("“S&P"”) and Xxxxx'x Xxxxx’x Investors Service, Inc. ("MOODY'S"“Moody’s”), has been provided 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 ratings on the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES"“Certificates”).

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 ’s Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc Inc. ("“S&P"”) and Xxxxx'x Xxxxx’x Investors Service, Inc. ("MOODY'S"), “Moody’s”) has been provided 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 ratings on rating of the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES")or any Notes.

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 XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided 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 ratings on the Class A-1 Certificates issued under the Pooling and Servicing Agreement (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 each of Standard & Poor's Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'SMoody's"), has been provided 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 ratings on the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATESCertificates").

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 XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided 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 ratings on the Class A, Class M and Class B Certificates issued under the Pooling and Servicing Agreement (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 each of Standard & Poor's ’s Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc Inc. ("“S&P"”) and Xxxxx'x Xxxxx’x Investors Service, Inc. ("MOODY'S"), “Moody’s”) has been provided 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 ratings on rating of the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES")Certificates.

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 ’s Ratings Service, a division of The XxXxxxMxXxxx-Xxxx Companies, Inc ("“S&P"”) and Xxxxx'x Mxxxx’x Investors Service, Inc. ("MOODY'S"“Moody’s”), has been provided 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 ratings on the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES"“Certificates”).

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 XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided 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 ratings on the Class M and Class B Certificates issued under the Pooling and Servicing Agreement (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 each of Standard & Poor's Ratings Service, a division of The XxXxxxMcGraw-Xxxx Hill Companies, Inc ("S&P") and anx Xxxxx'x Investors Service, Inc. Xxx. ("MOODY'S"), has been provided 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 ratings on the Certificates issued under the Pooling and Servicing Agreement (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 each of Standard & Poor's ’s Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc Inc. ("“S&P"”), Fitch Ratings Inc. (“Fitch”) and Xxxxx'x Xxxxx’x Investors Service, Inc. ("MOODY'S"), “Moody’s”) has been provided 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 ratings on rating of the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES")Certificates.

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 XxXxxxMcGraw-Xxxx Hill Companies, Inc ("S&P") and Xxxxx'x Moody's Investors Service, Inc. ("MOODY'SXXXXX'X"), has been provided notice of the xx xxx same and confirms in writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current ratings on the Class A-2 Certificates issued under the Pooling and Servicing Agreement (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 each of the Swap Rating Agencies (defined below), including Standard & Poor's ’s Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc Inc. ("“S&P"”) and Xxxxx'x Xxxxx’x Investors Service, Inc. ("MOODY'S"), “Moody’s”) has been provided 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 ratings on rating of the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES")or any Notes.

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 XxXxxxMcGraw-Xxxx Hill Companies, Inc Xxx ("S&PX&X") and Xxxxx'x Moody's Investors ServiceServxxx, Inc. Xxc. ("MOODY'S"), has been provided 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 ratings on the Class A-1 Certificates issued under the Pooling and Servicing Agreement (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 each of Xxxxx’x Investors Service, Inc. (“Moody’s”) and Standard & Poor's Poors Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has have been provided 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 ratings on of the Certificates issued under the Pooling Class A and Servicing Agreement (the "CERTIFICATES")Class M Certificates.

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 XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided 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 ratings on the Certificates Class X-0X, Xxxxx X-0X, XxxxxX-0X Xxxxxxxxxxxx issued under the Pooling and Servicing Agreement (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 each of Standard & Poor's ’s Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("“S&P"”) and Xxxxx'x Xxxxx’x Investors Service, Inc. ("MOODY'S"“Moody’s”), has been provided 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 ratings on the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES"“Certificates”) and any notes backed by the Certificates (the “Notes”).

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 ’s Ratings Service, a division of The XxXxxxMxXxxx-Xxxx Companies, Inc Inc. ("“S&P"”) and Xxxxx'x Mxxxx’x Investors Service, Inc. ("MOODY'S"), “Mxxxx’x”) has been provided 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 ratings on rating of the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES")or any Notes.

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 XxXxxxMcGraw-Xxxx Hill Companies, Inc Xxx ("S&PX&X") and Xxxxx'x Moody's Investors ServiceServxxx, Inc. Xxc. ("MOODY'S"), has been provided 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 ratings on the Class M and Class B Certificates issued under the Pooling and Servicing Agreement (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 each of Standard & Poor's Ratings Service, a division of The XxXxxxMcGraw-Xxxx Hill Companies, Inc ("S&P") and Xxxxx'x Moody's Investors Service, Inc. Xxx. ("MOODYXXXDY'S"), has been provided notice of noxxxx xx the same and confirms in writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current ratings on the Certificates issued under the Pooling and Servicing Agreement (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 each of Standard & Poor's ’s Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("“S&P"”) and Xxxxx'x Xxxxx’x Investors Service, Inc. ("MOODY'S"“Moody’s”) (each of S&P and Moody’s, a “Rating Agency”), has been provided 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 ratings on the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES"“Certificates”).

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 ’s Ratings Service, a division of The XxXxxxMxXxxx-Xxxx Companies, Inc Inc. ("“S&P"”) and Xxxxx'x Mxxxx’x Investors Service, Inc. ("MOODY'S"), “Moody’s”) has been provided 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 ratings on rating of the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES")Certificates.

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 XxXxxx-XxXxxx- Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided 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 ratings on the Certificates issued under the Pooling and Servicing Agreement (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 each of Standard & Poor's Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided 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 ratings on the classes of Certificates in Certificate Group Two issued under the Pooling and Servicing Agreement (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 each of Standard & Poor's Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided 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 ratings on the Class A,Class M and Class B Certificates issued under the Pooling and Servicing Agreement (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 each of Standard & Poor's Ratings Service, a division of The XxXxxxMcGraw-Xxxx Hill Companies, Inc ("S&P") and Xxxxx'x Moody's Investors Service, Inc. ("MOODY'S"), has been provided bexx xxxxxxxx notice of the same and confirms in confxxxx xx writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current ratings on the Certificates issued under the Pooling and Servicing Agreement (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 each of Standard & Poor's Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided 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 ratings on the Class A-2A Certificates issued under the Pooling and Servicing Agreement (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 each of Standard & Poor's ’s Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc Inc. ("“S&P"”), Dominion Bond Rating Service Limited (“DBRS”) and Xxxxx'x Xxxxx’x Investors Service, Inc. ("MOODY'S"), “Moody’s”) has been provided 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 ratings on rating of the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES")Certificates.

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 ’s Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("“S&P") and Xxxxx'x ”), Xxxxx’x Investors Service, Inc. ("MOODY'S"“Moody’s”) and Dominion Bond Rating Service (“DBRS”), has been provided 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 ratings on the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES"“Certificates”).

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 XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided 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 ratings on the Floating Rate Subordinate Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES").

Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this any Transaction shall be permitted by either party unless each of Fitch, Inc. (“Fitch”), Xxxxx’x Investors Service, Inc. (“Moody’s”) and Standard & Poor's ’s Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("“S&P"”) and Xxxxx'x Investors Service, Inc. ("MOODY'S"), the “Rating Agencies”) has been provided 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 ratings on the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES"“Certificates”).

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 XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided 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 ratings on the Class A-2 Certificates issued under the Pooling and Servicing Agreement (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 each of Standard & Poor's Ratings Service, a division of The XxXxxxMcGraw-Xxxx Hill Companies, Inc ("S&P") and Xxxxx'x Moody's Investors Service, Inc. ("MOODY'S"), has been provided bxxx xxxxxxxd notice of the same and confirms in conxxxxx xn writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current ratings on the Certificates issued under the Pooling and Servicing Agreement (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 each of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Poors Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc Inc. ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has have 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 ratings on the of any Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES")or Notes.

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 ’s Ratings Service, a division of The XxXxxxMxXxxx-Xxxx Companies, Inc Inc. ("“S&P"”), Fitch Ratings Inc. (“Fitch”) and Xxxxx'x Mxxxx’x Investors Service, Inc. ("MOODY'S"), “Moody’s”) has been provided 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 ratings on rating of the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES")Certificates.

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 XxXxxx-XxXxxx- Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. Inc ("MOODY'S"), has been provided 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 ratings on the Class A Certificates issued under the Pooling and Servicing Agreement (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 each of Standard & Poor's Ratings Service, a division of The XxXxxxMcGraw-Xxxx Hill Companies, Inc Xxx ("S&PX&X") and Xxxxx'x Moody's Investors ServiceServxxx, Inc. Xxc. ("MOODY'S"), has been provided 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 ratings on the Class A-2 Certificates issued under the Pooling and Servicing Agreement (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 each of Standard & Poor's Ratings Service, a division of The XxXxxxMcGraw-Xxxx Hill Companies, Inc ("S&P") and Xxxxx'x ), Moody's Investors Service, Inc. ("MOODY'S") and Fitch Ratings ("FITCH"), has been provided 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 ratings on the Certificates issued under the Pooling and Servicing Agreement (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 each of Standard & Poor's ’s Ratings Service, a division of The XxXxxxMxXxxx-Xxxx Companies, Inc ("“S&P"”), Fitch Ratings (“Fitch”) and Xxxxx'x Mxxxx’x Investors Service, Inc. ("MOODY'S"“Moody’s”), has been provided 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 ratings on the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES"“Certificates”).

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 XxXxxxMcGraw-Xxxx Hill Companies, Inc ("S&P") and Xxxxx'x xxx Moody's Investors Service, Inc. ("MOODY'SXxxxx's"), has been provided 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 ratings on the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATESCertificates").

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 XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided 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 ratings on the classes of Certificates in Certificate Group One issued under the Pooling and Servicing Agreement (the "CERTIFICATES").