Common use of Amendments; No Waiver; Remedies Clause in Contracts

Amendments; No Waiver; Remedies. (a) This Performance Guaranty may be modified, amended or terminated by an agreement in writing executed by an authorized representative of each of the Servicer and the Servicer Performance Guarantor without the consent of the Beneficiary, the Indenture Trustee or any Noteholder; provided, however, that no amendment to any provision in Article II or Article IV or any related definition or termination of this Agreement may be entered into unless (i) the Servicer has delivered an Officer’s Certificate to the Beneficiary certifying that the amendment or termination will not cause an Adverse Effect or (ii) the Rating Agency Condition is satisfied with respect to such amendment or termination and all Notes that are Outstanding on the date of such amendment or termination. For the avoidance of doubt, no assignment pursuant to Section 4.4(a) shall constitute a modification, amendment or termination of this Agreement for purposes of this Section 4.7.