Amendments to the Pooling and Servicing Agreement. By their acceptance of a Note, the Noteholders acknowledge that the Transferor and the Master Trust Trustee may amend the applicable Pooling and Servicing Agreement and any supplement thereto without the consent of the Holders of any Investor Certificates (including the Issuer) or any Noteholder, so long as such amendment or supplement would not materially adversely affect the interest of the Holders of any Investor Certificates. For purposes of any vote or consent under a Pooling and Servicing Agreement or any supplement thereto, with respect to certain actions requiring the consent or direction of Investor Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of Investor Certificates (whether by number of Series or percentage of all outstanding Investor Certificates depending on the manner of voting or consenting on such matter), the Issuer, as holder of the Collateral Certificate, shall be deemed to be an Investor Certificateholder under such Pooling and Servicing Agreement, and will be deemed to have voted in accordance with the Investor Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor Certificates which are entitled to vote or consent on such matter; provided, however, that in the event Investor Certificateholders holding equal portions of the Invested Amount outstanding of such Investor Certificates vote in the positive and in the negative, without taking into consideration the vote of the Issuer, as holder of such Collateral Certificate, the Issuer shall be deemed to vote in the negative; provided further that if the Collateral Certificate is the sole Investor Certificate outstanding entitled to vote or consent on such matter, the Issuer, as holder thereof, will be deemed to have voted in the negative.
Amendments to the Pooling and Servicing Agreement. By their acceptance of a Note, the Noteholders acknowledge that the Seller and the Master Trust Trustee may amend the Pooling and Servicing Agreement and any supplement thereto without the consent of the Holders of any Investor Certificates (including the Issuer) or any Noteholder, so long as such amendment or supplement would not materially adversely affect the interest of the Holders of any Investor Certificates. For purposes of any vote or consent under the Pooling and Servicing Agreement or any supplement thereto:
Amendments to the Pooling and Servicing Agreement. By their acceptance of a Note, the Noteholders acknowledge that the Seller and the CARCO Trust Trustee may amend the Pooling and Servicing Agreement and any supplement thereto without the consent of the Holders of any Investor Certificates (including the Issuer) or any Noteholder, so long as such amendment or supplement would not materially adversely affect the interest of the Holders of any Investor Certificates and the Indenture Trustee shall have received written confirmation from each Note Rating Agency that such amendment will not have a Ratings Effect. For purposes of any vote or consent under the Pooling and Servicing Agreement or any supplement thereto:
Amendments to the Pooling and Servicing Agreement. Effective on and as of the Effective Date, the Existing Pooling and Servicing Agreement is hereby amended in accordance with this Article II (the ---------- Existing Pooling and Servicing Agreement as so amended, and as the same may be further amended, supplemented or otherwise modified from time to time, being the "Pooling and Servicing Agreement"). -------------------------------
Amendments to the Pooling and Servicing Agreement. By their acceptance of a Note, the Noteholders acknowledge that the Pooling and Servicing Agreement may be amended pursuant to Section 11.01 thereof.
Amendments to the Pooling and Servicing Agreement. 1.1 Article II of the Pooling and Servicing Agreement is hereby amended by adding the following Section 2.9:
Amendments to the Pooling and Servicing Agreement. 1.1 The reporting obligations set out in Sections 3.4(b) and 3.5 of the Pooling and Servicing Agreement shall be deleted in their entirety and replaced by the following provisions:
Amendments to the Pooling and Servicing Agreement. The definition of “Trigger Event” as set forth in Section 1.01 of the Pooling and Servicing Agreement is hereby amended and restated in its entirety as follows:
Amendments to the Pooling and Servicing Agreement. The Seller and Custodian may amend Section 2.08 of the Pooling and Servicing Agreement without the consent of the Co-Owner to incorporate the provisions of Section 2.04(b) if at any time all outstanding Series have the same or similar restriction.
Amendments to the Pooling and Servicing Agreement. Section 3.21 is hereby deleted in its entirety and replaced with the following: “Not later than March 10 of each calendar year with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed pursuant to Section 4.07(b) (or if such day is not a Business Day, the immediately preceding Business Day), the Servicer, or, at the direction of the Servicer, a Sub-Servicer, at its expense, shall cause a nationally recognized firm of independent certified public accountants to furnish to the Securities Administrator, the Depositor, the Master Servicer and each Rating Agency a report stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Sevicer or the Sub-Servicer, as applicable, which includes an assertion that such Servicer or Sub-Servicer, as applicable, has complied with certain minimum residential mortgage loan servicing standards, identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of residential mortgage loans during the most recently completed fiscal year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by a the Servicer or its Sub-Servicer, as applicable, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to the Servicer or such Sub-Servicer, as applicable. Copies of such statement shall be provided by the Securities Administrator to any Certificateholder upon request at the requesting party’s expense, provided that such statement is delivered by the Servicer to the Securities Administrator. In the event such firm of independent certified public accountants requires the Securities Administrator to agree to the procedures performed by such firm, the Servicer shall direct the Securities Administrator in writing to so agree; it being understood and agreed that the Securities Administrator will deliver such letter ...
