Common use of Supplements and Amendments Clause in Contracts

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of the Notes evidencing not less than at least a majority of the Outstanding Amount outstanding principal amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such Certificateholders under this Agreement. No amendment shall otherwise permitted under this Section 11.01 may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Noteholders and Certficateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of all such proposed amendment. No amendment referred to in clause (x) in the outstanding Notes immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the CertificateIndenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder whose consent was not obtained. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator or an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor Excess Distribution Certificateholder and the Owner Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderNoteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderNoteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendmentNoteholder. This Agreement may also be amended from time to time by the Depositor Excess Distribution Certificateholder and the Owner Eligible Lender Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the consent of (i) the Holders of Notes Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the consent Class B Noteholders evidencing not less than a majority of the Certificateholder (which consents will not be unreasonably withheld) Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the Certificateholdercase may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the any class of Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the CertificateNoteholders of such class. Promptly after the execution of any such amendment or consent, the Owner Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution of any amendment thereof shall be subject to such reasonable requirements as the Certificate of Trust, the Owner Eligible Lender Trustee shall cause the filing of such amendment with the Secretary of Statemay prescribe. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution of such amendment have been met or otherwise satisfied. The Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or the any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the any Excess Distribution Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Interim Eligible Lender Trustee, with prior written notice made available to the Rating Agencies by then rating the Administrator, Notes and with the consent of the Holders of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderAgreement; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the CertificateNoteholders. Promptly after the execution of any such amendment or consent, the Owner Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating AgenciesAgencies then rating the Notes. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after The manner of obtaining such consents and of evidencing the authorization of the execution of any amendment thereof shall be subject to such reasonable requirements as the Certificate of Trust, the Owner Interim Eligible Lender Trustee shall cause the filing of such amendment with the Secretary of Statemay prescribe. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Interim Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Interim Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor Eligible Lender Trustee, the Delaware Trustee and the Owner Indenture Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderNoteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderNoteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendmentNoteholder. This Agreement may also be amended from time to time by the Depositor Eligible Lender Trustee, the Delaware Trustee and the Owner Indenture Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the consent of (i) the Holders of Notes Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the consent Class B Noteholders evidencing not less than a majority of the Certificateholder (which consents will not be unreasonably withheld) Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the Certificateholdercase may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the any class of Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the CertificateNoteholders of such class. Promptly after the execution of any such amendment or consent, the Owner Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution of any amendment thereof shall be subject to such reasonable requirements as the Certificate of Trust, the Owner Eligible Lender Trustee shall cause the filing of such amendment with the Secretary of Statemay prescribe. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Eligible Lender Trustee and the Delaware Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution of such amendment have been met or otherwise satisfied. The Owner Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Eligible Lender Trustee’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor Eligible Lender Trustee, the Delaware Trustee and the Owner Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or the CertificateholderNoteholders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderNoteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder Noteholder, or the Certificateholder, provided further that 10 days’ (or, ii) to correct any manifest error in the case terms of Fitch, 10 Business Days’) prior written notice of any such amendment be made available this Agreement as compared to each Rating Agency by the Administrator and, if Moody’s notifies terms expressly set forth in the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendmentProspectus. This Agreement may also be amended from time to time by the Depositor Eligible Lender Trustee, the Delaware Trustee and the Owner Indenture Trustee, with prior written notice made available to the Rating Agencies by then rating the AdministratorNotes, with the consent of (i) the Holders of Notes Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the consent Class B Noteholders evidencing not less than a majority of the Certificateholder (which consents will not be unreasonably withheld) Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the Certificateholdercase may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of all of the holders Noteholders representing 100% of all the outstanding Notes and the CertificateOutstanding Amount of such class of Notes. Promptly after the execution of any such amendment or consent, the Owner Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating AgenciesAgencies then rating the Notes. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution of any amendment thereof shall be subject to such reasonable requirements as the Certificate of Trust, the Owner Eligible Lender Trustee shall cause the filing of such amendment with the Secretary of Statemay prescribe. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Eligible Lender Trustee and the Delaware Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution of such amendment have been met or otherwise satisfied. The Owner Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Eligible Lender Trustee’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended from time to time by a written amendment duly executed and delivered by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the written consent of the Holders of (x) Noteholders holding Notes evidencing not less than a majority of the Outstanding Amount Note Balance and (y) the Holders of Certificates evidencing not less than a majority of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) Certificate Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall shall: (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of and the Notes Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the CertificateCertificates. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, 10 days prior thereto), the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s Xxxxx’x notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor Eligible Lender Trustee, the Delaware Trustee and the Owner Indenture Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or the CertificateholderNoteholders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderNoteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder whose consent has not been obtained, or the Certificateholder, provided further that 10 days’ (or, ii) to correct any manifest error in the case terms of Fitch, 10 Business Days’) prior written notice of any such amendment be made available this Agreement as compared to each Rating Agency by the Administrator and, if Moody’s notifies terms expressly set forth in the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendmentProspectus. This Agreement may also be amended from time to time by the Depositor Eligible Lender Trustee, the Delaware Trustee and the Owner Indenture Trustee, with prior written notice made available to the Rating Agencies by then rating the AdministratorNotes, with the consent of (i) the Holders of Notes Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the consent Class B Noteholders evidencing not less than a majority of the Certificateholder (which consents will not be unreasonably withheld) Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the Certificateholdercase may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of all of the holders Noteholders representing 100% of all the outstanding Notes and the CertificateOutstanding Amount of such class of Notes. Promptly after the execution of any such amendment or consent, the Owner Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating AgenciesAgencies then rating the Notes. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution of any amendment thereof shall be subject to such reasonable requirements as the Certificate of Trust, the Owner Eligible Lender Trustee shall cause the filing of such amendment with the Secretary of Statemay prescribe. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Eligible Lender Trustee and the Delaware Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution of such amendment have been met or otherwise satisfied. The Owner Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Eligible Lender Trustee’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderNoteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderNoteholders; providedPROVIDED, howeverHOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendmentNoteholder. This Agreement may also be amended from time to time by the Depositor and the Owner Eligible Lender Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the consent of (i) the Holders of Notes Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the consent Class B Noteholders evidencing not less than a majority of the Certificateholder (which consents will not be unreasonably withheld) Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the Certificateholdercase may be; providedPROVIDED, howeverHOWEVER, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the any class of Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the CertificateNoteholders of such class. Promptly after the execution of any such amendment or consent, the Owner Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholderholder of the Excess Distribution Certificate, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution of any amendment thereof shall be subject to such reasonable requirements as the Certificate of Trust, the Owner Eligible Lender Trustee shall cause the filing of such amendment with the Secretary of Statemay prescribe. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Eligible Lender Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by At any time and from time to time, only upon the Depositor written request of the Trustor (a) SSB and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or Trustor shall execute a supplement any provisions in this Agreement or hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating provisions of, this Agreement as specified in such request and (b) the Owner Trustee shall, subject to the provisions of Section 8.01 of the Indenture, enter into or consent to such written amendment or modification of or supplement to any of the provisions Operative Agreements as the Indenture Trustee and any other necessary parties may agree to in writing and as may be specified in such request, or execute and deliver such written waiver of the terms of any of the Operative Agreements as may be agreed to in writing by the Indenture Trustee and as may be specified in such request; provided, that (i) the Owner Trustee shall not execute any such supplement, amendment, waiver or modification without the prior written consent of the Trustor, (ii) if in the reasonable opinion of the Owner Trustee any document required to be executed by it pursuant to this Section adversely affects any right or duty of, or immunity or indemnity in favor of, the Owner Trustee under this Agreement or of modifying any other Operative Agreement, the Owner Trustee may in its discretion decline to execute such document, (iii) any manner amendment or supplement to this Agreement that would adversely affect the rights of the Noteholders Indenture Trustee or the Certificateholder; provided, however, that such action Holders shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect be subject to the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that Indenture Trustee and (iv) any solicitation of such consent shall disclose the downgrading amendment or withdrawal supplement to this Agreement that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner adversely affect the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that Lessee shall be required subject to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the prior written consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating AgenciesLessee. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee that any request pursuant to this Section to approve specify the particular form of any the proposed amendment or consentdocument to be executed pursuant to such request, but it shall be sufficient if such consent request shall approve indicate the substance thereof. Promptly after the execution by SSB or the Owner Trustee of any amendment document pursuant to the Certificate of Trustthis Section, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior mail a conformed copy thereof to the execution Trustor, the Indenture Trustee and the Lessee, but the failure of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee to mail such conformed copies shall be entitled to receive and rely upon an Opinion of Counsel stating that not impair or affect the execution validity of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwisedocument.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s Xxxxx’x notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor Depositor, the Trust Administrator and the Owner Trustee, with the consent of the Certificateholder and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholderIndenture Trustee, (i) to cure any ambiguity, (ii) to conform the provisions of this Agreement to the information contained in the Prospectus or to correct or supplement any provisions in provision herein, (iii) to make any other provision with respect to matters or questions arising under this Agreement or for (iv) to add, delete, or amend any provision in order to comply with any requirements imposed by the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCode, ERISA and their related regulations; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder or adversely affect the Certificateholder, provided further that 10 days’ (or, tax status of the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or Certificateholder and no opinion referred to in the case of Fitch, 10 Business Days’) prior written notice of any such preceding proviso shall be required to be delivered if the Person requesting the amendment be made available to obtains a letter from each Rating Agency by Agencies stating that the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will would not result in a the downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders respective ratings then assigned to each applicable Class of Notes evidencing not less than a majority of and Certificates. Notwithstanding the Outstanding Amount of the Notes; provided further that any solicitation of such consent preceding sentence, an opinion shall disclose the downgrading or withdrawal that would result from such amendmentbe required with respect to tax matters as set forth in this paragraph. This Agreement may also be amended from time to time by the Depositor Depositor, the Trust Administrator and the Owner Trustee, with the prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders Rating Agencies, the holders of Notes evidencing not less more than a majority 66?% of the Outstanding Amount Balance of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) Certificateholder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables the Collateral or distributions payments that shall be required to be made for the benefit of the Noteholders or the any Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount Balance of the Notes required to consent to or to waive the requirement for any such amendment or eliminate the Certificateholder to consent of the Certificateholder to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and each Certificateholder. Notwithstanding the Certificateforegoing, no provision of Sections 2.03 or 5.06 hereof may be amended in any manner unless (i) 100% of the Outstanding Balance of the Noteholders have consented in writing thereto, (ii) the Rating Agencies have consent in writing thereto or (iii) the Notes have been paid in full and the Indenture has been discharged. Promptly after the execution of any such amendment or consent, the Owner Trustee Trust Administrator shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, Certificateholders or the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholders provided for in this Agreement or in any other Operative Agreement) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee and the Trust Administrator shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to Agreement. Neither the execution of such amendment have been satisfied. The Owner Trustee may, but nor the Trust Administrator shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s 's or Trust Administrator's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Note Rating Agencies, without the consent of the Indenture Trustee, any of the Noteholders or the Certificateholder, to cure any ambiguityambiguity or defect, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall notamendment will not (i) as evidenced by an Officer's Certificate of the Depositor addressed and delivered to the Owner Trustee and the Indenture Trustee, materially and adversely affect the interest of any Noteholder or the Owner Trust or significantly change any of the Owner Trust's permitted activities as described in Section 2.3 and (ii) as evidenced by an Opinion of CounselCounsel addressed and delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect cause the interests of any Noteholder Owner Trust to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes; provided, further, that the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior Depositor shall deliver written notice of any such amendment be made available amendments to each Note Rating Agency by prior to the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating execution of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Note Rating Agencies by the AdministratorAgencies, with the prior written consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, provided that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables in respect of the Series Certificate or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholder, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes Notes, the Holders of which are required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Note Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Sponsor, the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders Noteholders, the Certificateholders or the CertificateholderIndenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall notnot adversely affect in any material respect the interests of any Noteholder, as evidenced by an Opinion Certificateholder or the Swap Provider (unless the consent of Counsel, the Swap Provider is obtained). An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or if the Certificateholderparty requesting the amendment (i) delivers an Opinion of Counsel, provided further that 10 days’ (orat the expense of the party requesting the change, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available delivered to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that to such amendment will result in a downgrading effect, or withdrawal of (ii) satisfies the then-current rating of any class of the Notes, such amendment shall become effective Rating Agency Condition with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from respect to such amendment. This Agreement may also be amended from time to time by the Sponsor, the Depositor and the Owner Trustee, with the prior written notice made available to consent of the Rating Agencies by the Administrator, and with the prior written consent of the Holders Indenture Trustee, the Noteholders evidencing more than 50% of Notes evidencing not less than a majority the Class Note Balance of the Outstanding Amount Notes of all of the Notes Classes affected thereby and the consent Certificateholders evidencing more than 50% of the Certificateholder (which consents will not be unreasonably withheld) Percentage Interests of the Issuing Entity, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables the Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or Certificateholders, (b) reduce the aforesaid percentage of the Outstanding Amount Principal Balance of the Notes or the Percentage Interests required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes affected thereby and the CertificateCertificateholders of all the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee Sponsor shall furnish written notification of the substance of such amendment or consent to the CertificateholderCertificateholders, the Indenture Trustee Trustee, the Swap Provider and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedmet. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderNoteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderNoteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendmentNoteholder. This Agreement may also be amended from time to time by the Depositor and the Owner Eligible Lender Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the consent of (i) the Holders of Notes Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the consent Class B Noteholders evidencing not less than a majority of the Certificateholder (which consents will not be unreasonably withheld) Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the Certificateholdercase may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the any class of Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the CertificateNoteholders of such class. Promptly after the execution of any such amendment or consent, the Owner Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholderholder of the Excess Distribution Certificate, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution of any amendment thereof shall be subject to such reasonable requirements as the Certificate of Trust, the Owner Eligible Lender Trustee shall cause the filing of such amendment with the Secretary of Statemay prescribe. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Eligible Lender Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available given to each Rating Agency by the Administrator and, if Moody’s a Rating Agency notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-then current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Seller and the Owner Trustee, with the prior written consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) and with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, Certificateholders (i) to cure any ambiguity, to correct any defect or supplement any provisions in this Agreement which may be inconsistent with any other provision herein, to comply with any changes in the Code, or for the purpose of adding to make any other provisions with respect to matters or changing in any manner or eliminating any of questions arising under this Agreement which shall not be inconsistent with the provisions in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderInsurance Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, Noteholder; provided further that such action shall not adversely affect in any material respect the interests of any Certificateholder without the consent of the Holders of Certificates evidencing not less than a majority in Percentage Interest; and provided further that if an Insurer Default has occurred and is continuing and the Security Insurer has not consented to such action, such action shall not materially and adversely affect the interest of the Security Insurer. An amendment shall be deemed not to adversely affect the interests of any Noteholder in any material respect if either each Rating Agency confirms in writing that such amendment will not result in a reduction or withdrawal of the then current rating of the outstanding Class(es) of Notes or none of Rating Agencies, within 10 days’ (or, in the case after receipt of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by amendment, shall have notified the Administrator andSeller, if Moody’s notifies the Owner Trustee Servicer or the Issuer in writing that such amendment will result in a downgrading reduction or withdrawal of the then-then current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate. Promptly after the execution Class(es) of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwiseNotes.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s Xxxxx’x notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-then current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended by the Depositor Seller and the Owner Trustee, with the prior written consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) and with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder, Certificateholders (i) to cure any ambiguity, to correct any defect or supplement any provisions in this Agreement which may be inconsistent with any other provision herein, to comply with any changes in the Code, or for the purpose of adding to make any other provisions with respect to matters or changing in any manner or eliminating any of questions arising under this Agreement which shall not be inconsistent with the provisions in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderInsurance Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, Noteholder; provided further that 10 days’ (or, such action shall not adversely affect in any material respect the case of Fitch, 10 Business Days’) prior written notice interests of any Certificateholder without the consent of the Holders of Certificates evidencing not less than a majority in Percentage Interest; and provided further that if an Insurer Default has occurred and is continuing and the Security Insurer has not consented to such action, such action shall not materially and adversely affect the interest of the Security Insurer. An amendment shall be made available deemed not to adversely affect the interests of any Noteholder in any material respect if either each Rating Agency by confirms in writing that such amendment will not result in a reduction or withdrawal of such rating or none of Rating Agencies, within 10 days' after receipt of notice of such amendment, shall have notified the Administrator andSeller, if Moody’s notifies the Owner Trustee Servicer or the Issuer in writing that such amendment will result in a downgrading reduction or withdrawal of the then-then current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor Excess Distribution Certificateholder and the Owner Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderNoteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderNoteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendmentNoteholder. This Agreement may also be amended from time to time by the Depositor Excess Distribution Certificateholder and the Owner Eligible Lender Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the consent of (i) the Holders of Notes Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the consent Class B Noteholders evidencing not less than a majority of the Certificateholder (which consents will not be unreasonably withheld) Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the Certificateholdercase may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the any class of Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the CertificateNoteholders of such class. Promptly after the execution of any such amendment or consent, the Owner Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution of any amendment thereof shall be subject to such reasonable requirements as the Certificate of Trust, the Owner Eligible Lender Trustee shall cause the filing of such amendment with the Secretary of Statemay prescribe. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor Excess Distribution Certificateholder and the Owner Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderNoteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderNoteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendmentNoteholder. This Agreement may also be amended from time to time by the Depositor Excess Distribution Certificateholder and the Owner Eligible Lender Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the consent of (i) the Holders of Notes Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the consent Class B Noteholders evidencing not less than a majority of the Certificateholder (which consents will not be unreasonably withheld) Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the Certificateholdercase may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the any class of Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the CertificateNoteholders of such class. Promptly after the execution of any such amendment or consent, the Owner Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution of any amendment thereof shall be subject to such reasonable requirements as the Certificate of Trust, the Owner Eligible Lender Trustee shall cause the filing of such amendment with the Secretary of Statemay prescribe. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Eligible Lender Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor Sponsor, the Seller and the Owner Trustee, with the prior written consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders Noteholders, the Certificateholders or the CertificateholderIndenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder or Certificateholder. An amendment described above shall be deemed not to adversely affect in any material respect the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice interests of any such Noteholder if the party requesting the amendment be made available to each satisfies the Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective Condition with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from respect to such amendment. This Agreement may also be amended from time to time by the Depositor Sponsor, the Seller and the Owner Trustee, with the prior written notice made available to consent of the Rating Agencies by the Administrator, and with the prior written consent of the Holders Indenture Trustee, the Note Insurer, the Noteholders evidencing more than 50% of Notes evidencing not less than a majority the Note Principal Balance of the Outstanding Amount Notes of all of the Notes Classes and the consent Certificateholders evidencing more than 50% of the Certificateholder (which consents will not be unreasonably withheld) Percentage Interests of the Trust, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables the Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders Noteholders, the Certificateholders or the Certificateholder or Note Insurer, (b) reduce the aforesaid percentage of the Outstanding Amount Principal Balance of the Notes or the Percentage Interests required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes Notes, the Note Insurer and the CertificateCertificateholders of all the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee Sponsor shall furnish written notification of the substance of such amendment or consent to the CertificateholderCertificateholders, the Indenture Trustee Trustee, the Note Insurer and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedmet. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor holder of the Excess Distribution Certificate and the Owner Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderNoteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderNoteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendmentNoteholder. This Agreement may also be amended from time to time by the Depositor holder of the Excess Distribution Certificate and the Owner Eligible Lender Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the consent of (i) the Holders of Notes Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the consent Class B Noteholders evidencing not less than a majority of the Certificateholder (which consents will not be unreasonably withheld) Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the Certificateholdercase may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the any class of Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the CertificateNoteholders of such class. Promptly after the execution of any such amendment or consent, the Owner Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholderholder of the Excess Distribution Certificate, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution of any amendment thereof shall be subject to such reasonable requirements as the Certificate of Trust, the Owner Eligible Lender Trustee shall cause the filing of such amendment with the Secretary of Statemay prescribe. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Eligible Lender Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor Depositor, the Company and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement (including for the issuance of Fixed Value Securities pursuant to Section 2.03 of the Sale and Servicing Agreement) or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder. This Agreement may also be amended from time to time by the CertificateholderDepositor, provided further that 10 days’ (orthe Company and the Owner Trustee, in the case of Fitch, 10 Business Days’) with prior written notice of any such amendment be made available to each the Rating Agency by the Administrator andAgencies, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes Trust Certificates evidencing not less than a majority of the Outstanding Amount of Percentage Interests evidenced by the Notes Trust Certificates and the consent of the Certificateholder (which consents will Holders of Overcollateralization Certificates evidencing not be unreasonably withheld) less than a majority of the Certificate Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates or of the principal amount of the Certificate Balance with respect to the Overcollateralization Certificates required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding Notes Notes, Trust Certificates and the CertificateOvercollateralization Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Agreement or any amendment of any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by the Depositor and Depositor, the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders Noteholders, the Certificateholder or the CertificateholderHolder of the Revolving Liquidity Note, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders Noteholders, the Certificateholder or the Certificateholder; providedHolder of the Revolving Liquidity Note, however, if (a) the Indenture Trustee and Owner Trustee receive an Opinion of Counsel to the effect that such action shall not, as evidenced by an Opinion of Counsel, will not adversely affect in any material respect the interests of any Noteholder Noteholder, the Certificateholder or the Holder of the Revolving Liquidity Note, or (b) the Indenture Trustee or Owner Trustee, as the case may be, have received the consent of (i) the Holders of at least 51% of the Outstanding Amount of the affected Class A Notes acting as a single Class (excluding for such purposes the outstanding principal amount of any Class A Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates) or (ii) if the Class A Notes have been paid in full, the Certificateholder, provided further if affected, provided, however, that 10 days’ no such amendment made pursuant to clause (orb) above shall (i) increase or reduce in any manner the amount of, in or accelerate or delay the case timing of, collections of Fitchpayments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders, 10 Business Days’the Certificateholder or the Holder of the Revolving Liquidity Note or (ii) prior written notice reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Certificate required to consent to any such amendment be made available to each Rating Agency by the Administrator andamendment, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with without the consent of the Holders of all the affected Notes evidencing not less than a majority of and the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendmentCertificate. This Agreement may also be amended from time to time by the Depositor Depositor, the Owner Trustee and the Indenture Trustee without the consent of any of the Noteholders, the Certificateholder or the Holder of the Revolving Liquidity Note for purposes of changing the formula for determining the Specified Reserve Account Balance, the manner in which the Reserve Account is funded (e.g. to allow the deposit of cash therein by the Depositor), changing the remittance schedule for the deposit of collections in the Collection Account or Payahead Account or changing the definition of Eligible Investments, if (a) the Owner Trustee and Indenture Trustee (i) have received from each Rating Agency that has rated any outstanding Class of Notes (excluding Xxxxx'x) of its written confirmation that such amendment will not result in the qualification, withdrawal or modification of the rating then assigned by such Rating Agency to any Class of Notes and (ii) have provided Xxxxx'x with 10 days prior written notice of such amendment and Xxxxx'x shall not have notified the Owner Trustee and the Indenture Trustee that such amendment might or would result in the qualification, reduction or withdrawal of the rating it has currently assigned to any Class of Notes, without the consent of any of the Noteholders, the Certificateholder or the Holder of the Revolving Liquidity Note, or (b) the Indenture Trustee or Owner Trustee, with prior written notice made available to as the Rating Agencies by the Administratorcase may be, with have received the consent of (i) the Holders of Notes evidencing not less than a majority at least 51% of the Outstanding Amount of the Class A Notes and acting as a single Class (excluding for such purposes the consent outstanding principal amount of the Certificateholder (which consents will not be unreasonably withheld) for the purpose any Class A Notes held of adding any provisions to record or changing in any manner beneficially owned by TMCC, TAFR LLC or eliminating any of their Affiliates) or (ii) after the provisions of this Agreement or of modifying Class A Notes have been paid in any manner the rights of the Noteholders or full, the Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders Noteholders, the Certificateholder or the Certificateholder Holder of the Revolving Liquidity Note or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding affected Notes and the Certificate. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Holder of the Revolving Liquidity Note, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders Noteholders, the Holder of the Revolving Liquidity Note or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice made available by the Administrator to each Rating Agency, without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of CounselCounsel with respect to such amendment, adversely affect in any material respect the interests of any Noteholder or the Certificateholder; provided, provided further that 10 days’ (orfurther, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result shall not be deemed to adversely affect in a downgrading or withdrawal of any material respect the then-current rating interest of any class Noteholder or Certificateholder and no Opinion of Counsel shall be required if the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendmentRating Agency Condition is satisfied. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAdministrator to each Rating Agency, with the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will Holders of Trust Certificates evidencing not be unreasonably withheld) less than a majority of the aggregate Certificate Percentage Interest, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Percentage Interest required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the then-outstanding Notes and the CertificateTrust Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which and the Administrator shall make such notification notice available to each of the Rating AgenciesAgency. It shall not be necessary for the consent of the Certificateholder, the Certificateholders or Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee (and the Paying Agent and Certificate Registrar) shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate from the Depositor stating that all the conditions precedent to the execution and delivery of such amendment have been satisfiedmet. The Owner Trustee Trustee, Paying Agent, Certificate Registrar and authenticating agent may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s own their respective rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended from time to time by a written amendment duly executed and delivered by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the written consent of the Holders of (x) Noteholders holding Notes evidencing not less than a majority of the Outstanding Amount Note Balance and (y) the Holders of Certificates evidencing not less than a majority of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) Certificate Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall shall: (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of and the Notes Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and Certificates. Notwithstanding the Certificateabove, the permitted activities of the Trust set forth in Section 2.3 may not be significantly amended without the consent of Noteholders, other than the Seller and its Affiliates as Noteholders, evidencing not less than a majority of the Outstanding Amount of the Notes held by parties exclusive of the Seller and its Affiliates. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, 10 days prior thereto), the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of the Notes evidencing not less than at least a majority of the Outstanding Amount outstanding principal amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such Certificateholders under this Agreement. No amendment shall otherwise permitted under this Section 11.01 may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of all such proposed amendment. No amendment referred to in clause (x) in the outstanding Notes immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the CertificateIndenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder whose consent was not obtained. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator or an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Note Rating Agencies, without the consent of the Indenture Trustee, any of the Noteholders or the Certificateholder, to cure any ambiguityambiguity or defect, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall notamendment will not (i) as evidenced by an Officer's Certificate of the Depositor addressed and delivered to the Owner Trustee and the Indenture Trustee, materially and adversely affect the interest of any Noteholder or the Owner Trust or significantly change any of the Owner Trust's permitted activities as described in Section 2.3 and (ii) as evidenced by an Opinion of CounselCounsel addressed and delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect cause the interests of any Noteholder Owner Trust to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes; provided, further, that the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior Depositor shall deliver written notice of any such amendment be made available amendments to each Note Rating Agency by prior to the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating execution of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Note Rating Agencies by the AdministratorAgencies, with the prior written consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, provided that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables in respect of the Series Certificate or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholder, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes Notes, the Holders of which are required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.such

Supplements and Amendments. This Agreement may be amended by the Depositor Depositor, the Trust Paying Agent, and the Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholderCertificateholders or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement Agreement, or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, provided however, that such action shall not adversely affect in any material respect the interests of any Noteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Depositor, the Trust Paying Agent, and the Owner Trustee, with the prior written consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing more than 50% of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided however, no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables the Home Loans or distributions that shall be required to be made for the benefit of the Noteholders Noteholders, the Certificateholders or the Certificateholder Note Insurer, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Percentage Interests required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and the CertificateNote Insurer, and in the case of clause (b) without the consent of the Holders of all the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee Trustee, the Note Insurer and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders Noteholders, or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's own rights, duties duties, or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by At any time and from time to time, only upon the Depositor written request of the Trustor (a) SSB and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or Trustor shall execute a supplement any provisions in this Agreement or hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating provisions of, this Agreement as specified in such request and (b) the Owner Trustee shall, subject to the provisions of Section 8.01 of the Indenture, enter into or consent to such written amendment or modification of or supplement to any of the provisions Operative Agreements as the Trustor and any other necessary parties may agree to in this Agreement writing and as may be specified in such request, or of modifying in any manner the rights execute and deliver such written waiver of the Noteholders or terms of any of the CertificateholderOperative Agreements as may be agreed to in writing by the Trustor and as may be specified in such request; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’i) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that shall not execute any such amendment will result in a downgrading supplement, amendment, waiver or withdrawal of modification without the then-current rating of any class of the Notes, such amendment shall become effective with the prior written consent of the Holders of Notes evidencing not less than a majority Trustor, (ii) if in the reasonable opinion of the Outstanding Amount of the Notes; provided further that Owner Trustee any solicitation of such consent shall disclose the downgrading document required to be executed by it pursuant to this Section adversely affects any right or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount duty of, or accelerate immunity or delay the timing indemnity in favor of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate. Promptly after the execution of any such amendment or consent, the Owner Trustee under this Agreement or any other Operative Agreement, the Owner Trustee may in its discretion decline to execute such document and (iii) any amendment or supplement to this Agreement shall furnish written notification comply with the provisions of Section 7.13 of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating AgenciesParticipation Agreement. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee that any request pursuant to this Section to approve specify the particular form of any the proposed amendment or consentdocument to be executed pursuant to such request, but it shall be sufficient if such consent request shall approve indicate the substance thereof. Promptly after the execution by SSB or the Owner Trustee of any amendment document pursuant to the Certificate of Trustthis Section, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior mail a conformed copy thereof to the execution Trustor, the Indenture Trustee and the Lessee, but the failure of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee to mail such conformed copies shall be entitled to receive and rely upon an Opinion of Counsel stating that not impair or affect the execution validity of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwisedocument.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to each Rating Agency, without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion the satisfaction of Counselthe Rating Agency Condition with respect to such amendment, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the each Rating Agencies by the AdministratorAgency, with the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will Holders of Certificates evidencing not be unreasonably withheld) less than a majority of the Certificate Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the then-outstanding Notes and the CertificateCertificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating AgenciesAgency. It shall not be necessary for the consent of the Certificateholder, the Certificateholders or Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Trust Agreement or any amendment of any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by the Sponsor, the Depositor and the Owner Trustee, with the prior written consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders Noteholders, the Certificateholders or the CertificateholderIndenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder or Certificateholder. An amendment described above shall be deemed not to adversely affect in any material respect the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice interests of any such Noteholder if the party requesting the amendment be made available amendment (i) delivers an Opinion of Counsel, at the expense of the party requesting the change, delivered to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that to such amendment will result in a downgrading effect, or withdrawal of (ii) satisfies the then-current rating of any class of the Notes, such amendment shall become effective Rating Agency Condition with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from respect to such amendment. This Agreement may also be amended from time to time by the Sponsor, the Depositor and the Owner Trustee, with the prior written notice made available to consent of the Rating Agencies by the Administrator, and with the prior written consent of the Holders Indenture Trustee, the Note Insurer, the Noteholders evidencing more than 50% of Notes evidencing not less than a majority the Note Principal Balance of the Outstanding Amount Notes of all of the Notes Classes affected thereby and the consent Certificateholders evidencing more than 50% of the Certificateholder (which consents will not be unreasonably withheld) Percentage Interests of the Issuing Entity, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables the Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders Noteholders, the Certificateholders or the Certificateholder or Note Insurer, (b) reduce the aforesaid percentage of the Outstanding Amount Principal Balance of the Notes or the Percentage Interests required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes affected thereby, the Note Insurer and the CertificateCertificateholders of all the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee Sponsor shall furnish written notification of the substance of such amendment or consent to the CertificateholderCertificateholders, the Indenture Trustee Trustee, the Note Insurer and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedmet. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to each Rating Agency, without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion the satisfaction of Counselthe Rating Agency Condition with respect to such amendment, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the each Rating Agencies by the AdministratorAgency, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will Holders of Certificates evidencing not be unreasonably withheld) less than a majority of the Certificate Percentage Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the aforesaid Certificate Percentage Interests required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the then-outstanding Notes and the CertificateCertificateholders of all then-outstanding Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating AgenciesAgency. It shall not be necessary for the consent of the Certificateholder, the Certificateholders or Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders or Noteholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement Agreement, any other Basic Document or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent (if any) to the execution of such amendment specified in this Agreement and the other Basic Documents have been satisfiedmet. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor Depositor, the Owner Trustee and the Owner TrusteeDelaware Co-trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; providedCertificateholders, however, if (a) the Indenture Trustee and Owner Trustee receive an Opinion of Counsel to the effect that such action shall not, as evidenced by an Opinion of Counsel, will not adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ or (orb) the Indenture Trustee or Owner Trustee, in as the case may be, have received the consent of Fitch(i) the Holders of at least 51% of the Outstanding Amount of the Class A Notes acting as a single Class (without the consent of the Class B Notes or the Class C Notes) or (ii) after the Class A Notes have been paid in full, 10 Business Days’) prior written notice the Holders of at least 51% of the outstanding principal amount of Class B Notes (without the consent of any holder of the Class C Notes) or (iii) after the Class B Notes have been paid in full, the Holders of at least 51% of the outstanding principal amount of Class C Notes (in each case excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates) or (iv) if the Class C Notes have been paid in full, the Holders of Certificates evidencing not less than 51% of the Certificate Balance PROVIDED, HOWEVER, that no such amendment made pursuant to clause (b) above shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made available to each Rating Agency by for the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal benefit of the then-current rating of any class Noteholders or the Certificateholders or (ii) reduce the aforesaid percentage of the NotesOutstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment, such amendment shall become effective with without the consent of the Holders of all the affected Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendmentand Certificates. This Agreement may also be amended from time to time by the Depositor and Depositor, the Owner Trustee, with prior written notice made available to the Rating Agencies by Delaware Co-Trustee and the Administrator, with Indenture Trustee without the consent of any of the Noteholders or the Certificateholders for purposes of changing the formula for determining the Specified Reserve Account Balance, the manner in which the Reserve Account is funded (i.e. to allow the deposit of cash therein by any Person, but not to change any order of priority of payments and distributions specified in Section 5.06 of the Sale and Servicing Agreement) changing the remittance schedule for the deposit of collections in the Collection Account or Payahead Account or changing the definition of Eligible Investments, if (a) the Owner Trustee and Indenture Trustee have received from each Rating Agency that has rated any outstanding Class of Notes of its written confirmation that such amendment will not result in the qualification, withdrawal or modification of the rating then assigned by such Rating Agency to any Class of Notes, without the consent of any of the Noteholders or the Certificateholders, or (b) the Indenture Trustee or Owner Trustee, as the case may be, have received the consent of (i) the Holders of Notes evidencing not less than a majority at least 51% of the Outstanding Amount of the Class A Notes and (without the consent of the Certificateholder Class B Notes or the Class C Notes) or (which consents will not be unreasonably withheldii) after the Class A Notes have been paid in full, the Holders of at least 51% of the outstanding principal amount of Class B Notes (without the consent of any holder of the Class C Notes) or (iii) after the Class B Notes have been paid in full, the Holders of at least 51% of the outstanding principal amount of Class C Notes (in each case excluding for such purposes the purpose outstanding principal amount of adding any provisions to Notes held of record or changing in any manner beneficially owned by TMCC, TMCRC or eliminating any of their Affiliates) or (iv) if the provisions Class C Notes have been paid in full, the Holders of this Agreement or of modifying in any manner the rights Certificates evidencing not less than 51% of the Noteholders Certificate Balance or (c) the CertificateholderIndenture Trustee has received the consent of Holders of at least 51% of the Outstanding Amount of all Notes and the Certificate Balance, voting as a single Class (in each case excluding for such purposes the outstanding principal amount of any Notes or Certificates held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates); providedPROVIDED, howeverHOWEVER, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding effected Notes and the CertificateCertificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to Agreement. Neither the execution of such amendment have been satisfied. The Owner Trustee may, but nor the Delaware Co-trustee shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's or Delaware Co-trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing not less than at least a majority of the Outstanding Amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated August 8, 2023, related to the offering of the Class A Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of the Notes evidencing not less than at least a majority of the Outstanding Amount outstanding principal amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated October 30, 2018, related to the offering of the Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing not less than at least a majority of the Outstanding Amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated July 21, 2020, related to the offering of the Class A Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing not less than at least a majority of the Outstanding Amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated May 16, 2023, related to the offering of the Class A Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with the consent of the Security Insurer (so long as no Security Insurer Default shall have occurred and be continuing) and with prior written notice to each Rating Agency, without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with the consent of the Security Insurer (so long as no Security Insurer Default shall have occurred and be continuing) and with prior written notice made available to the each Rating Agencies by the AdministratorAgency, with the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will Holders of Certificates evidencing not be unreasonably withheld) less than a majority of the Certificate Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding Notes and the CertificateCertificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating AgenciesAgency. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee Security Insurer pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Trust Agreement or any amendment of any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing not less than at least a majority of the Outstanding Amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated September 21, 2021, related to the offering of the Class A Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing not less than at least a majority of the Outstanding Amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated April 20, 2020, related to the offering of the Class A Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This (a) Any term or provision of this Agreement may be amended by the Depositor and the Owner Trusteeparties hereto, without the consent of any other Person; provided that (i) either (A) any amendment that materially and adversely affects the interests of the Noteholders or the CertificateholderTrust Certificateholders shall require the consent, to cure any ambiguityrespectively, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any Noteholders evidencing not less than a Majority Interest of the provisions in this Agreement Notes voting together as a single class, or of modifying in any manner the rights Trust Certificateholders evidencing not less than a Majority Interest of the Noteholders Trust Certificates (provided that if the Depositor and its Affiliates do not hold all of the Trust Certificates, then the Trust Certificates held by the Depositor and its Affiliates shall not be deemed Outstanding for purposes of this provision) or the Certificateholder; provided, however, that (B) such action amendment shall not, as evidenced by an Opinion Officer’s Certificate of Counselthe Depositor delivered to the Indenture Trustee (with respect to the Noteholders) or the Trust Certificateholders, as applicable, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; providedCertificateholders, however, as the case may be and (ii) any amendment that no such amendment shall (a) increase or reduce in any manner adversely affects the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit interests of the Noteholders Servicer or the Certificateholder or (b) reduce Indenture Trustee shall require the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the prior written consent of the Certificateholder Persons whose interests are materially and adversely affected, provided, further that an Opinion of Counsel shall be furnished to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the AdministratorOwner Trustee to the effect that such (NALT 2010-B Amended and Restated Trust Agreement) amendment or supplement shall not affect the treatment of any outstanding Notes as debt for federal income tax purposes, which or cause the Issuing Entity or the 2010-B SUBI Certificate to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. An amendment shall make such notification available be deemed not to each materially and adversely affect the interests of the Noteholders if the Rating AgenciesAgency Condition is satisfied with respect to such amendment and the Officer’s Certificate described in the preceding sentence is provided to the Indenture Trustee. It shall not be necessary for the The consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it Servicer shall be sufficient deemed to have been given if the Depositor does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall approve the substance thereof. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedgiven. The Owner Indenture Trustee may, but shall not be obligated to, enter into or consent to any such amendment which that affects the Owner Indenture Trustee’s own rights, duties duties, liabilities or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of the Notes evidencing not less than at least a majority of the Outstanding Amount outstanding principal amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated July 25, 2017, related to the offering of the Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders Noteholders, the Certificateholders or the CertificateholderIndenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder or Certificateholder. An amendment described above shall be deemed not to adversely affect in any material respect the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice interests of any such Noteholder if the party requesting the amendment be made available (i) delivers an Opinion of Counsel, at the expense of the party requesting the change, delivered to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee to such effect and to the effect that such amendment will result in a downgrading not cause the Issuing Entity to be subject to an entity-level tax for federal income tax purposes, or withdrawal of (ii) satisfies the then-current rating of any class of the Notes, such amendment shall become effective Rating Agency Condition with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from respect to such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, subject to the satisfaction of the Rating Agency Condition and with the prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders Indenture Trustee, the Noteholders evidencing more than 50% of Notes evidencing not less than a majority the Class Note Balance of the Outstanding Amount Notes of all of the Notes Classes affected thereby and the consent Certificateholders evidencing more than 50% of the Certificateholder (which consents will not be unreasonably withheld) Percentage Interests of the Issuing Entity, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables the Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or Certificateholders, (b) reduce the aforesaid percentage of the Outstanding Amount Class Note Balance of the Outstanding Notes or the Percentage Interests required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes affected thereby and the CertificateCertificateholders of all the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee Depositor shall furnish written notification of the substance of such amendment or consent to the CertificateholderCertificateholders, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee and the Indenture Trustee (if the Indenture Trustee’s consent for such amendment is required) shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedmet. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing not less than at least a majority of the Outstanding Amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated June 8, 2021, related to the offering of the Class A Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing not less than at least a majority of the Outstanding Amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated August 6, 2019, related to the offering of the Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of the Notes evidencing not less than at least a majority of the Outstanding Amount outstanding principal amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated January 23, 2018, related to the offering of the Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguityambiguity or defect, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, provided that such action shall not, not (i) materially change the purposes and powers of the Issuer set forth in Section 2.3 or (ii) as evidenced by an Opinion of Counsel, materially and adversely affect in any material respect the interests of any Noteholder or Certificateholder; provided, further, that the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior Depositor shall deliver written notice of any such amendment be made available amendments to each Rating Agency by prior to the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating execution of any class such amendment. Notwithstanding the foregoing, no amendment modifying the provisions of the Notes, such amendment Section 5.2 shall become effective with the consent without satisfaction of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendmentRating Agency Condition. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will Holders of Certificates evidencing not be unreasonably withheld) less than a majority of the Certificate Balance for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, provided that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, Certificateholders or the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of the Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of the Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor holder of the Excess Distribution Certificate and the Owner Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderNoteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderNoteholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendmentNoteholder. This Agreement may also be amended from time to time by the Depositor holder of the Excess Distribution Certificate and the Owner Eligible Lender Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the consent of (i) the Holders of Notes Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the consent Class B Noteholders evidencing not less than a majority of the Certificateholder (which consents will not be unreasonably withheld) Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the Certificateholdercase may be; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the any class of Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the CertificateNoteholders of such class. Promptly after the execution of any such amendment or consent, the Owner Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholderholder of the Excess Distribution Certificate, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution of any amendment thereof shall be subject to such reasonable requirements as the Certificate of Trust, the Owner Eligible Lender Trustee shall cause the filing of such amendment with the Secretary of Statemay prescribe. Prior to the execution of any amendment to this Agreement or the Certificate of TrustAgreement, the Owner Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of the Notes evidencing not less than at least a majority of the Outstanding Amount outstanding principal amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated August 1, 2016, related to the offering of the Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing not less than at least a majority of the Outstanding Amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated April 7, 2022, related to the offering of the Class A Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of the Notes evidencing not less than at least a majority of the Outstanding Amount outstanding principal amount of the Notes Controlling Class of Notes, acting together as a single Class but excluding for purposes of such calculation and the consent action all Securities held or beneficially owned by TMCC, TAFR LLC or any of the Certificateholder (which consents will not be unreasonably withheld) their Affiliates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such Certificateholders under this Agreement. No amendment shall otherwise permitted under this Section 11.01 may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Noteholders and Certficateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of all such proposed amendment. No amendment referred to in clause (x) in the outstanding Notes immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the CertificateIndenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder whose consent was not obtained. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator or an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.the

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of the Notes evidencing not less than at least a majority of the Outstanding Amount outstanding principal amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated October 4, 2016, related to the offering of the Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(e) of the Administration Agreement), without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, materially and adversely affect in any material respect the interests of any Noteholder or any Certificateholder. A supplement or amendment shall be deemed not to materially and adversely affect the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice interests of any such amendment be made available to each Noteholder or Certificateholder if the Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that Condition has been satisfied with respect to such amendment will result in a downgrading supplement or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available by the Depositor to the Administrator (and the Administrator will provide notice thereof to each Rating Agencies by Agency pursuant to Section 1(e) of the AdministratorAdministration Agreement), with the consent of the Holders of the Notes evidencing not less than a majority of the Outstanding Amount of the Notes and (excluding for such purpose Notes owned by the consent Issuer, the Seller, the Servicer or any of their Affiliates unless at such time all Notes are then owned by the Issuer, the Seller, the Servicer or any of their Affiliates) or if all of the Certificateholder Notes have been paid in full, the Holders of the Certificates evidencing not less than a majority of the Certificate Balance (which consents will not be unreasonably withheldexcluding for such purpose Certificates owned by the Issuer, the Seller, the Servicer or any of their Affiliates unless at such time all Certificates are then owned by the Issuer, the Seller, the Servicer or any of their Affiliates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any 30 (Nissan 2011-B Amended & Restated Trust Agreement) manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding affected Notes and the CertificateCertificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which shall make . The Administrator will thereafter deliver a copy of such notification available notice to each Rating Agency pursuant to Section 1(e) of the Rating AgenciesAdministration Agreement. Notwithstanding anything contained herein to the contrary, upon receipt of notice from the Indenture Trustee, the Owner Trustee shall notify each Certificateholder of any proposed amendment or supplement to Section 10.01(a)(2) of the Sale and Servicing Agreement. If such proposed amendment or supplement would materially and adversely affect any of the rights or obligations of any Certificateholder, the Owner Trustee shall obtain the consent of each Certificateholder prior to the adoption of such amendment or supplement; provided, that no Certificateholder’s consent to any such amendment or supplement shall be unreasonably withheld or delayed, and provided, further, that each Certificateholder’s consent will be deemed to have been given if such Certificateholder does not object in writing within 10 days of receipt of a written request for such consent. Upon receipt of the consent, or deemed consent, of each Certificateholder, the Owner Trustee shall notify the Indenture Trustee of such consent or deemed consent. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement), without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that (i) such action shall not, as evidenced by an Opinion of CounselOfficer’s Certificate from the Servicer delivered to the Indenture Trustee, materially and adversely affect in any material Noteholder or (ii) the Rating Agency Condition has been satisfied with respect to such supplement or amendment. Any amendment that materially and adversely affects the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in Certificateholders will require the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendmentCertificate Balance. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available by the Depositor to the Administrator (and the Administrator will provide notice thereof to each Rating Agencies by Agency pursuant to Section 1(d) of the AdministratorAdministration Agreement), with the consent of the Holders of the Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent or if all of the Certificateholder (which consents will Notes have been paid in full, the Holders of the Certificates evidencing not be unreasonably withheld) less than a majority of the Certificate Balance for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding affected Notes and the CertificateCertificates. (Nissan 2012-A Amended & Restated Trust Agreement) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which shall make . The Administrator will thereafter deliver a copy of such notification available notice to each Rating Agency pursuant to Section 1(d) of the Rating AgenciesAdministration Agreement. Notwithstanding anything contained herein to the contrary, upon receipt of notice from the Indenture Trustee, the Owner Trustee shall notify each Certificateholder of any proposed amendment or supplement to Section 10.01(a)(2) of the Sale and Servicing Agreement. If such proposed amendment or supplement would materially and adversely affect any of the rights or obligations of any Certificateholder, the Owner Trustee shall obtain the consent of each Certificateholder prior to the adoption of such amendment or supplement; provided, that no Certificateholder’s consent to any such amendment or supplement shall be unreasonably withheld or delayed, and provided, further, that each Certificateholder’s consent will be deemed to have been given if such Certificateholder does not object in writing within 10 days of receipt of a written request for such consent. Upon receipt of the consent, or deemed consent, of each Certificateholder, the Owner Trustee shall notify the Indenture Trustee of such consent or deemed consent. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice by the Servicer to the Rating Agencies (which may be delivered by causing the Depositor to post a notice to the website maintained by the Depositor for notifications to nationally recognized statistical rating organizations), without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the any Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available by the Servicer to the Rating Agencies (which may be delivered by causing the Depositor to post a notice to the website maintained by the AdministratorDepositor for notifications to nationally recognized statistical rating organizations), with the consent of the Holders of the Notes evidencing not less than a majority of the Outstanding Amount of the Notes and (excluding for such purpose Notes owned by the consent Issuer, the Seller, the Servicer or any of their Affiliates unless at such time all Notes are then owned by the Issuer, the Seller, the Servicer or any of their Affiliates) or if all of the Certificateholder Notes have been paid in full, the Holders of the Certificates evidencing not less than a majority of the Certificate Balance (which consents will not be unreasonably withheldexcluding for such purpose Certificates owned by the Issuer, the Seller, the Servicer or any of their Affiliates unless at such time all Certificates are then owned by the Issuer, the Seller, the Servicer or any of their Affiliates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding affected Notes and the CertificateCertificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which shall make Servicer. The Servicer will thereafter deliver a copy of such notification available notice to each Rating Agency (which may be delivered by causing the Depositor to post a notice to the website maintained by the Depositor for notifications to nationally recognized statistical rating organizations). Notwithstanding anything contained herein to the contrary, upon receipt of notice from the Indenture Trustee, the Owner Trustee shall notify each Certificateholder of any proposed amendment or supplement to Section 10.01(a)(2) of the Rating AgenciesSale and Servicing Agreement. If such proposed amendment or supplement would materially and adversely affect any of the rights or (Nissan 2011-A Amended & Restated Trust Agreement) obligations of any Certificateholder, the Owner Trustee shall obtain the consent of each Certificateholder prior to the adoption of such amendment or supplement; provided, that no Certificateholder’s consent to any such amendment or supplement shall be unreasonably withheld or delayed, and provided, further, that each Certificateholder’s consent will be deemed to have been given if such Certificateholder does not object in writing within 10 days of receipt of a written request for such consent. Upon receipt of the consent, or deemed consent, of each Certificateholder, the Owner Trustee shall notify the Indenture Trustee of such consent or deemed consent. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing not less than at least a majority of the Outstanding Amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated January 24, 2023, related to the offering of the Class A Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of the Notes evidencing not less than at least a majority of the Outstanding Amount outstanding principal amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated March 7, 2017, related to the offering of the Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of the Notes evidencing not less than at least a majority of the Outstanding Amount outstanding principal amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated May 9, 2018, related to the offering of the Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing not less than at least a majority of the Outstanding Amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated November 5, 2019, related to the offering of the Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing not less than at least a majority of the Outstanding Amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated November 7, 2023, related to the offering of the Class A Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended from time to time by a written amendment duly executed and delivered by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the written consent of the Holders of (x) Noteholders holding Notes evidencing not less than a majority of the Outstanding Amount Note Balance and (y) the Holders of Certificates evidencing not less than a majority of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) Certificate Percentage Interest, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall shall: (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of and the Notes Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the CertificateCertificates. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, 10 days prior thereto), the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of the Notes evidencing not less than at least a majority of the Outstanding Amount outstanding principal amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated February 23, 2016, related to the offering of the Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders Noteholders, the Certificateholders or the CertificateholderSwap Counterparty, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders Noteholders, the Certificateholders or the CertificateholderSwap Counterparty; provided, however, that an Officer’s Certificate delivered is by the Servicer to the Owner Trustee and the Indenture Trustee in connection with such action shall amendment certifying that either (i) such officer reasonably believes such amendment will not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder or (ii) (i) has received a letter from Standard & Poor’s to the Certificateholder, effect that Standard & Poor’s will not reduce or withdraw the rating it has then currently assigned to any Class of Notes as a result of such amendment and (ii) has provided further that Xxxxx’x with 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by and Xxxxx’x shall not have notified the Administrator and, if Moody’s notifies Indenture Trustee and/or the Owner Trustee Trustee, as the case may be, that such amendment will might or would result in a downgrading the reduction or withdrawal of the then-current rating it has then currently assigned to any Class of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.of:

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing not less than at least a majority of the Outstanding Amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated November 1, 2022, related to the offering of the Class A Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement), without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that (i) such action shall not, as evidenced by an Opinion of CounselOfficer’s Certificate from the Servicer delivered to the Indenture Trustee, materially and adversely affect in any material Noteholder or (ii) the Rating Agency Condition has been satisfied with respect to such supplement or amendment. Any amendment that materially and adversely affects the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in Certificateholders will require the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendmentCertificate Balance. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available by the Depositor to the Administrator (and the Administrator will provide notice thereof to each Rating Agencies by Agency pursuant to Section 1(d) of the AdministratorAdministration Agreement), with the consent of the Holders of the Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent or if all of the Certificateholder (which consents will Notes have been paid in full, the Holders of the Certificates evidencing not be unreasonably withheld) less than a majority of the Certificate Balance for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding affected Notes and the CertificateCertificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which shall make . The Administrator will thereafter deliver a copy of such notification available notice to each Rating Agency pursuant to Section 1(d) of the Rating AgenciesAdministration Agreement. Notwithstanding anything contained herein to the contrary, upon receipt of notice from the Indenture Trustee, the Owner Trustee shall notify each Certificateholder of any proposed amendment or supplement to Section 10.01(a)(2) of the Sale and Servicing Agreement. If such proposed amendment or supplement would materially and adversely affect any of the rights or obligations of any Certificateholder, the Owner Trustee shall obtain the consent of each Certificateholder prior to the adoption of such amendment or supplement; provided, that no Certificateholder’s consent to any such amendment or supplement shall be unreasonably withheld or delayed, and provided, further, that each Certificateholder’s consent will be deemed 25 (Nissan 2012-B Amended & Restated Trust Agreement) to have been given if such Certificateholder does not object in writing within 10 days of receipt of a written request for such consent. Upon receipt of the consent, or deemed consent, of each Certificateholder, the Owner Trustee shall notify the Indenture Trustee of such consent or deemed consent. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended -------------------------- from time to time, by a written amendment duly executed and delivered by the Depositor Transferor and the Owner Trustee, with the written consent of the Indenture Trustee, but without the consent of any of the Noteholders or the CertificateholderNoteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderNoteholders; provided, however, that such action shall notamendment will not (i) as evidenced by an Officer's Certificate of the Transferor addressed and delivered to the Owner Trustee and the Indenture Trustee, materially and adversely affect the interest of any Noteholder or the Owner and (ii) as evidenced by an Opinion of CounselCounsel addressed and delivered to the Owner Trustee and the Indenture Trustee, adversely affect cause the Trust to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Transferor and the Owner Trustee without the consent of the Indenture Trustee or any of the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable in any material respect order to enable all or a portion of the interests of any Noteholder or Trust (i) to qualify as, and to permit an election to be made to cause the CertificateholderTrust to be treated as, provided further that 10 days’ (or, a "financial asset securitization investment trust" as described in the case provisions of FitchSection 860L of the Code, 10 Business Days’and (ii) prior written notice to avoid the imposition of any such amendment be made available state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) the Transferor delivers to the Indenture Trustee and the Owner Trustee an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection, (ii) each Rating Agency by will have notified the Administrator andTransferor, if Moody’s notifies the Servicer, the Indenture Trustee and the Owner Trustee in writing that such the amendment will not result in a downgrading reduction or withdrawal of the then-current rating of any class outstanding Series or Class as to which it is a Rating Agency and (iii) such amendment does not affect the rights, duties or obligations of the NotesOwner Trustee hereunder. The amendments which the Transferor may make without the consent of Noteholders pursuant to the preceding sentence may include, such without limitation, the addition of a sale of Receivables. This Agreement may also be amended from time to time by a written amendment shall become effective duly executed and delivered by the Transferor and the Owner Trustee, with prior written notice to each Rating Agency, with the consent of the Indenture Trustee and, the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderNoteholders; provided, however, that without the consent of all Noteholders, no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be are required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes Notes, the Holders of which are required to consent to any such amendment; provided -------- further, such amendment or eliminate shall be subject to delivery to the consent Indenture Trustee of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate------- a Tax Opinion. Promptly after the execution of any such amendment or consent, the Owner Trustee Transferor shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating AgenciesAgency. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the The Owner Trustee shall be entitled to receive receive, and rely upon shall be fully protected in relying upon, an Opinion Officer's Certificate of Counsel stating the Transferor or the Administrator to the effect that the execution of conditions to such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment Amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended from time to time, by a written amendment duly executed and delivered by the Depositor Transferor and the Owner Trustee, with the written consent of the Indenture Trustee and 10 days prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholderNoteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderNoteholders; provided, however, that such action shall notamendment will not (i) as evidenced by an Officer’s Certificate of the Transferor addressed and delivered to the Owner Trustee and the Indenture Trustee, materially and adversely affect the interest of any Noteholder or the Owner and (ii) as evidenced by an Opinion of CounselCounsel addressed and delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect cause the interests of any Noteholder Trust to be classified as an association (or the Certificateholder, a publicly traded partnership) taxable as a corporation for federal income tax purposes; provided further that 10 days’ (or, in the case Section 2.03 of Fitch, 10 Business Days’) prior written notice of any such amendment this Agreement may be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective amended only with the consent of the Holders of Notes evidencing not less more than a majority 50% of the Outstanding Amount of the Notes. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Transferor and the Owner Trustee without the consent of the Indenture Trustee or any of the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust to avoid the imposition of state or local income or franchise taxes imposed on the Trust’s property or its income; provided further provided, however, that any solicitation (i) the Transferor delivers to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection, (ii) each Rating Agency will have notified the Transferor, the Servicer, the Indenture Trustee and the Owner Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment and (iii) such amendment does not affect the rights, duties or obligations of such the Owner Trustee hereunder. The actions which the Transferor may take without the consent shall disclose of Noteholders pursuant to the downgrading or withdrawal that would result from such amendmentpreceding sentence include, without limitation, the addition of Receivables. This Agreement may also be amended from time to time by a written amendment duly executed and delivered by the Depositor Transferor and the Owner Trustee, with prior written notice made available to the each Rating Agencies by the AdministratorAgency, with the consent of the Indenture Trustee and, the Holders of Notes evidencing not less more than a majority 50% of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderNoteholders; provided, however, that without the consent of all Noteholders, no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be are required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes Notes, the Holders of which are required to consent to any such amendment; provided further, such amendment or eliminate shall be subject to delivery to the consent Indenture Trustee of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificatea Tax Opinion. Promptly after the execution of any such amendment or consent, the Owner Trustee Transferor shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating AgenciesAgency. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the The Owner Trustee shall be entitled to receive receive, and rely upon shall be fully protected in relying upon, an Opinion officer’s certificate of Counsel stating the Transferor to the effect that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing not less than at least a majority of the Outstanding Amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated February 2, 2021, related to the offering of the Class A Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Sponsor, the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders Noteholders, the Certificateholders or the CertificateholderIndenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall notnot adversely affect in any material respect the interests of any Noteholder, as evidenced by an Opinion Certificateholder or the Swap Provider (unless the consent of Counsel, the Swap Provider is obtained). An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or if the Certificateholderparty requesting the amendment (i) delivers an Opinion of Counsel, provided further that 10 days’ (orat the expense of the party requesting the change, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available delivered to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that to such amendment will result in a downgrading effect, or withdrawal of (ii) satisfies the then-current rating of any class of the Notes, such amendment shall become effective Rating Agency Condition with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from respect to such amendment. This Agreement may also be amended from time to time by the Sponsor, the Depositor and the Owner Trustee, with the prior written notice made available to consent of the Rating Agencies by the Administrator, and with the prior written consent of the Holders Indenture Trustee, the Noteholders evidencing more than 50% of Notes evidencing not less than a majority the Class Note Balance of the Outstanding Amount Notes of all of the Notes Classes affected thereby and the consent Certificateholders evidencing more than 50% of the Certificateholder (which consents will not be unreasonably withheld) Percentage Interests of the Issuer, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables the Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or Certificateholders, (b) reduce the aforesaid percentage of the Outstanding Amount Principal Balance of the Notes or the Percentage Interests required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes affected thereby and the CertificateCertificateholders of all the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee Sponsor shall furnish written notification of the substance of such amendment or consent to the CertificateholderCertificateholders, the Indenture Trustee Trustee, the Swap Provider and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedmet. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of the Notes evidencing not less than at least a majority of the Outstanding Amount outstanding principal amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated November 7, 2017, related to the offering of the Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will Holders of Certificates evidencing not be unreasonably withheld) less than a majority of the Certificate Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the CertificateCertificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Trust Agreement or any amendment of any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by the Depositor Depositor, the Securities Administrator and the Owner Trustee, with the consent of the Certificateholder and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholderIndenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, (i) adversely affect in any material respect the interests of any Noteholder or the Certificateholder or (ii) result in an entity level tax on the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further and no opinion referred to in clause (i) of the preceding proviso shall be required to be delivered, if the Person requesting the amendment obtains a letter from each Rating Agencies stating that 10 days’ (or, the amendment would not result in the case downgrading, withdrawal or qualification of Fitch, 10 Business Days’) prior written notice of any such amendment be made available the respective ratings then assigned to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any applicable class of Notes. Notwithstanding the Notespreceding sentence, such amendment an opinion shall become effective be required with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendmentrespect to tax matters as set forth in this paragraph. This Agreement may also be amended from time to time by the Depositor Depositor, the Securities Administrator and the Owner Trustee, with the prior written notice made available to consent of the Rating Agencies by the Administrator, and with the prior written consent of the Holders of Notes Indenture Trustee, Noteholders evidencing not less more than a majority 66-2/3% of the Outstanding then-outstanding aggregate Class Principal Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, result in an entity level tax on the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables in respect of the Trust Fund or distributions payments that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding then-outstanding aggregate Class Principal Amount of the Notes required to consent to any such amendment or eliminate to waive the consent of requirement for the Certificateholder to consent to any such amendment, in either case of clause (a) or (b) without the consent of all of the holders Noteholders and the Certificateholder. Notwithstanding the foregoing, no provision of all Sections 2.3, 3.3 or 5.5 hereof may be amended in any manner unless (i) the Noteholders representing 100% of the then-outstanding Notes by aggregate Class Principal Amount have consented in writing thereto, (ii) the Rating Agencies have consent in writing thereto or (iii) the Notes have been paid in full and the CertificateIndenture has been discharged. Promptly after the execution of any such amendment or consent, the Owner Trustee Securities Administrator shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders Noteholders, the Rating Agencies or the Indenture Trustee pursuant to this Section 10.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholder provided for in this Agreement or in any other Operative Agreement) and of evidencing the authorization of the execution thereof by the Certificateholder shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee Trustee, the Securities Administrator, the Certificate Registrar and the Certificate Paying Agent shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to Agreement. None of the execution of such amendment have been satisfied. The Owner Trustee mayTrustee, but the Certificate Registrar, the Certificate Paying Agent nor the Securities Administrator shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s, the Certificate Registrar’s, the Certificate Paying Agent’s or the Securities Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing not less than at least a majority of the Outstanding Amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated October 6, 2020, related to the offering of the Class A Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor Company and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests interest of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor Company and the Owner Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the consent of the Holders of Notes Certificates evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) Certificate Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Underlying Securities or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the CertificateCertificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Trust Agreement or any amendment of any other agreement to which the Issuer is a party, the Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of the Notes evidencing not less than at least a majority of the Outstanding Amount outstanding principal amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated May 9, 2017, related to the offering of the Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing not less than at least a majority of the Outstanding Amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated January 23, 2024, related to the offering of the Class A Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing not less than at least a majority of the Outstanding Amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated February 4, 2020, related to the offering of the Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s Mxxxx’x notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-then current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of the Notes evidencing not less than at least a majority of the Outstanding Amount outstanding principal amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated August 14, 2018, related to the offering of the Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the any Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the AdministratorAgencies, with the consent of the Holders of the Notes evidencing not less than a majority of the Outstanding Amount of the Notes and (excluding for such purpose Notes owned by the consent Issuer, the Seller, the Servicer or any of their Affiliates unless at such time all Notes are then owned by the Issuer, the Seller, the Servicer or any of their Affiliates) or if all of the Certificateholder Notes have been paid in full, the Holders of the Certificates evidencing not less than a majority of the Certificate Balance (which consents will not be unreasonably withheldexcluding for such purpose Certificates owned by the Issuer, the Seller, the Servicer or any of their Affiliates unless at such time all Certificates are then owned by the Issuer, the Seller, the Servicer or any of their Affiliates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding affected Notes and the CertificateCertificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. Notwithstanding anything contained herein to the contrary, upon receipt of notice from the Indenture Trustee, the Owner Trustee shall notify each Certificateholder of any proposed amendment or supplement to Section 10.01(a)(2) of the Sale and Servicing Agreement. If such proposed amendment or supplement would materially and adversely affect any of the rights or obligations of any Certificateholder, the Owner Trustee shall obtain the consent of each Certificateholder prior to the adoption of such amendment or supplement; provided, that no Certificateholder’s consent to any such amendment or supplement shall be unreasonably withheld or delayed, and provided, further, that each Certificateholder’s consent will be deemed to have been given if such Certificateholder does not object in writing within 10 days of receipt of a written request for such consent. Upon receipt of the consent, or deemed consent, of each Certificateholder, the Owner Trustee shall notify the Indenture Trustee of such consent or deemed consent. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor Depositor, the Company and the Owner Trustee, with the prior consent of the Securities Insurer, and with prior written notice to the Rating Agencies and the Securities Insurer, but without the consent of any of the Noteholders or the CertificateholderOwners or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; Owners provided, however, that such action shall not, as evidenced by an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder or Owner or the Certificateholder, provided further that 10 days’ (or, rights of the Securities Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the case of Fitch, 10 Business Days’) prior written notice interests of any Noteholder or Owner if (i) an opinion of counsel is obtained to such effect, and (ii) the party requesting the amendment be made available to each satisfies the Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective Condition with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from respect to such amendment. This Agreement may also be amended from time to time by the Depositor Depositor, the Company and the Owner Trustee, with the prior written notice made available to consent of the Rating Agencies by the Administrator, and with the prior written consent of the Indenture Trustee, the Securities Insurer, the Holders (as defined in the Indenture) of Notes evidencing not less more than a majority 50% of the Outstanding Amount Percentage Interests in the Notes, the Holders of Certificates evidencing more than 50% of the Notes Percentage Interests in the Certificates and the consent of the Certificateholder (which consents will not be unreasonably withheld) Majority Residual Interestholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderOwners; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables the Home Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or the Securities Insurer (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Class Notional Balance of the Certificates or the Percentage Interests required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes and Certificates and the CertificateSecurities Insurer, and in the case of clause (b) without the consent of the holders of all the outstanding Residual Interest Instruments. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee Trustee, the Securities Insurer and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderOwners, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.The

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement), without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that (i) such action shall not, as evidenced by an Opinion of CounselOfficer’s Certificate from the Servicer delivered to the Indenture Trustee, materially and adversely affect in any material Noteholder or (ii) the Rating Agency Condition has been satisfied with respect to such supplement or amendment. Any amendment that materially and adversely affects the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in Certificateholders will require the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendmentCertificate Balance. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available by the Depositor to the Administrator (and the Administrator will provide notice thereof to each Rating Agencies by Agency pursuant to Section 1(d) of the AdministratorAdministration Agreement), with the consent of the Holders of the Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent or if all of the Certificateholder (which consents will Notes have been paid in full, the Holders of the Certificates evidencing not be unreasonably withheld) less than a majority of the Certificate Balance for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders Holders of all the outstanding affected Notes and the CertificateCertificates. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the each Certificateholder, the Indenture Trustee and the Administrator, which shall make . The Administrator will thereafter deliver a copy of such notification available notice to each Rating Agency pursuant to Section 1(d) of the Rating AgenciesAdministration Agreement. If any proposed amendment or supplement would materially and adversely affect any of the rights or obligations of any Certificateholder, the Owner Trustee shall obtain the consent of each Certificateholder prior to the adoption of such amendment or supplement; provided, that no Certificateholder’s consent to any such amendment or supplement shall be unreasonably withheld or delayed, and provided, further, that each Certificateholder’s consent will be deemed to have been given if such Certificateholder does not object in writing within 10 days of receipt of a written request for such consent. Upon receipt of the consent, or deemed consent, of each 25 (Nissan 2013-A Amended & Restated Trust Agreement) Table of Contents Certificateholder, the Owner Trustee shall notify the Indenture Trustee of such consent or deemed consent. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of the Notes evidencing not less than at least a majority of the Outstanding Amount outstanding principal amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated April 30, 2019, related to the offering of the Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.

Supplements and Amendments. This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the CertificateholderCertificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or (ii) the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result Condition has been satisfied in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation respect of such consent shall disclose the downgrading or withdrawal that would result from such proposed amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by Agencies, and with the Administratorconsent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing not less than at least a majority of the Outstanding Amount of the Notes and the consent Controlling Class of the Certificateholder (which consents will not be unreasonably withheld) Notes, acting together as a single Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11.01 (except as described in the Certificateholder; provided, however, that no such amendment shall last sentence of this paragraph) may (ax) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the Certificateholder consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment or eliminate without the consent of the Noteholders and Certificateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder to any such amendmentwhose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the holders Noteholders or the Certificateholders, for the purpose of all conforming the outstanding Notes and provisions in this Agreement to the Certificatedescriptions thereof contained in the prospectus, dated August 8, 2022, related to the offering of the Class A Notes. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which Administrator and the Administrator shall make provide such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the CertificateholderCertificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or any amendment to the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfiedAgreement. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The fees and expenses of the Owner Trustee in connection with any amendment or supplement hereto shall be paid by the Depositor.