Common use of Supplements and Amendments Clause in Contracts

Supplements and Amendments. This Agreement may be amended by the 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 Certificateholders, 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 Certificateholders; 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 Depositor, the Company and the Owner Trustee, with prior written notice to the Rating Agencies, 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 Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates, 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, 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee'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, the Company and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Depositor, the Company and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount Principal Balance of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesCertificate 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 Certificateholders; 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 Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount Principal Balance of the Notes or of and the Percentage Interests evidenced by the Trust Certificates Certificate Balance required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and Trust 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee'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 Trust Agreement may be amended by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, Delaware Trustee without the consent of any of the Noteholders Holders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Trust Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Trust Agreement or of modifying in any manner the rights of the Noteholders Holders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion opinion of Counselcounsel, adversely affect in any material respect the interests of any Noteholder Holder or Certificateholder. This Trust Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, Delaware Trustee (a) with the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount aggregate outstanding principal balance of the Notes and (b) with the consent of the Holders Certificateholders of Trust Certificates evidencing not less than a majority of the aggregate Percentage Interests evidenced by the Trust CertificatesInterests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Noteholders Holders or the Certificateholders; provided, however, that no such amendment shall (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Financed Student Loans or distributions that shall be required to be made for the benefit of the Noteholders Holders or the Certificateholders or (bii) reduce the aforesaid percentage of the Outstanding Amount aggregate outstanding amount of the Notes or of and the Percentage Interests evidenced by the Trust Interest of Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Holders and Trust CertificatesCertificateholders. Promptly after the execution of any such amendment or consent, the Owner Delaware Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, Certificateholder and the Indenture Trustee and each of the Rating AgenciesTrustee. It shall not be necessary for the consent of Certificateholders, Noteholders the Certificateholders or the Indenture Trustee Holders, as the case may be, 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 Trust 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 Delaware 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 TrustTrust Agreement, the Owner Delaware Trustee shall be entitled to receive and rely upon an Opinion opinion of Counsel counsel stating that the execution of such amendment is authorized or permitted by this AgreementTrust Agreement and that all conditions precedent thereto have been met. The Owner Delaware Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Delaware Trustee's ’s own rights, duties or immunities under this Trust 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, the Company Depositor and the Owner Trustee, with prior written notice made available by the Administrator to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Certificateholder; provided, further, that such amendment shall be deemed not to adversely affect in any material respect the interest of any Noteholder or Certificateholder and no Opinion of Counsel shall be required if the Rating Agency Condition is satisfied with respect to each Rating Agency. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice made available by the Administrator to the each Rating AgenciesAgency, 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 Holders of Trust Certificates evidencing not less than a majority of the aggregate Certificate Percentage Interests evidenced by the Trust CertificatesInterest, 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, 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Certificate Percentage Interests evidenced by the Trust Certificates Interest required to consent to any such amendment, without the consent of the Holders of all the then-outstanding Notes and Trust 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 each Certificateholder, the Indenture Trustee and the Administrator, and the Administrator shall make such notice available to each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, 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 AgreementAgreement and an Officer’s Certificate from the Depositor stating that all the conditions precedent to the execution and delivery of such amendment have been met. The Owner Trustee Trustee, Paying Agent, Certificate Registrar and authenticating agent may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee's own their respective 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, the Company Depositor and the Owner Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholdersNoteholders, 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 CertificateholdersNoteholders; 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 CertificateholderNoteholder. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in the Indenture) of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesNotes, 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 CertificateholdersNoteholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust CertificatesNoteholders. 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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 Interim Eligible Lender 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 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. The Owner Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Interim Eligible Lender Trustee'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, the Company Seller and the Owner Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholdersNoteholders, 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 CertificateholdersNoteholders; 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 CertificateholderNoteholder. This Agreement may also be amended from time to time by the Depositor, the Company Seller and the Owner Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in the Indenture) Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesNotes, 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 CertificateholdersNoteholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust CertificatesNoteholders. 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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 Interim Eligible Lender 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 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. The Owner Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Interim Eligible Lender Trustee'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, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in of the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes (excluding for such purpose Notes owned by NARC II, NMAC or any of their Affiliates unless at such time all Notes are then owned by NARC II, NMAC and their Affiliates) or if all of the consent of Notes have been paid in full, the Holders of Trust the Certificates evidencing not less than a majority of the Percentage Interests evidenced Certificate Balance (excluding for such purpose Certificates owned by the Trust CertificatesNARC II, NMAC or any of their Affiliates unless at such time all Certificates are then owned by NARC II, NMAC and 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 Certificateholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by the Trust Certificates Certificate Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding affected Notes and Trust 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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, the Company 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 CertificateholdersSwap Counterparties, 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 CertificateholdersSwap Counterparties; 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 CertificateholderSwap Counterparty. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Eligible Lender Trustee, with prior written notice to the Rating Agencies, with the consent of (i) the Holders (as defined in the Indenture) of Notes Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the consent of the Holders of Trust Certificates Class B Noteholders evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesClass 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 Certificateholderscase 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the any class of Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Noteholders of such class. This Agreement may also be amended from time to time by the Depositor and Trust Certificatesthe Eligible Lender Trustee, with prior written notice to the Rating Agencies, with the consent of the affected Swap Counterparty for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of this Agreement or modifying in any manner the rights of a Swap Counterparty if in the Opinion of Counsel such amendment materially adversely affects the interests of such Swap Counterparty. 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 each Certificateholderthe holder of the Excess Distribution Certificate, the Indenture Trustee Trustee, the Swap Counterparties and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Noteholders, Noteholders or the Indenture Trustee or any Swap Counterparty 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 Eligible Lender 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 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. The Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Eligible Lender Trustee'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, the Company 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 Certificateholders, 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 Certificateholders; 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 Depositor, the Company Depositor and the Owner Eligible Lender Trustee, with prior written notice to the Rating Agencies, with the consent of (i) the Holders (as defined in the Indenture) Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and (ii) the consent Certificateholders of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesCertificate 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 Certificateholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by the Trust Certificates Certificate Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Noteholders and Trust CertificatesCertificateholders. 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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 Eligible Lender 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 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. The Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Eligible Lender Trustee'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, the Company Seller and the Owner Trustee, Trustee with prior written notice to the Rating AgenciesAgencies and the Indenture Trustee and with the consent of the Insurer (which consent shall not heunreasonably withheld), but without the consent of any of the Noteholders Noteholders, the Transferor or the CertificateholdersIndenture 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 CertificateholdersTransferor; 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 Noteholder, the Transferor or Certificateholderthe Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder, the Transferor or the Insurer if either (i) an Opinion of Counsel is obtained to such effect, or (ii) 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 DepositorSeller, the Company Depositor and the Owner Trustee, with the prior written notice to consent of the Rating Agencies, with the consent Insurer and the Indenture Trustee, the Noteholders evidencing more than 50% of the Holders (as defined Percentage Interests in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesTransferor, 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 CertificateholdersTransferor; 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 Certificateholders Transferor or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and Trust Certificatesthe Transferor. The Depositor shall join in any such amendment approved as provided in the preceding sentence so long as such amendment is not adverse to the interests of the Depositor. Promptly after the execution of any such amendment or consentamendment, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholderthe Indenture Trustee, the Indenture Trustee Insurer and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Transferor, the Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consentamendment, 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 the Transferor provided for in this Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by Certificateholders the Transferor and the 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 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 AgreementAgreement and that all conditions precedent to such execution and delivery have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which 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, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders Noteholders, the Swap Counterparties or the CertificateholdersCap 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 Swap Counterparties or the CertificateholdersCap Counterparty; 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, the Swap Counterparties or Certificateholderthe Cap Counterparty. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in the Indenture) of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesNotes, 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 CertificateholdersNoteholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Noteholders. This Agreement may also be amended from time to time by the Depositor and Trust Certificatesthe Trustee, with prior written notice to the Rating Agencies, with the consent of the Swap Counterparties or the Cap Counterparty for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Swap Counterparties or the Cap Counterparty, respectively, if in the Opinion of Counsel such amendment materially adversely affects the interests of the Swap Counterparties or the Cap Counterparty, respectively. 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 each Certificateholderthe holder of the Excess Distribution Certificate, the Indenture Trustee Trustee, the Swap Counterparties, the Cap Counterparty and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Noteholders, Noteholders the Indenture Trustee, the Swap Counterparties or the Indenture Trustee Cap Counterparty 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 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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, the Company and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Depositor, the Company and the Owner Trustee, with prior written notice to the Rating Agencies, 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 Notes, the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates, 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, 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee'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, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, Certificateholders 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 Certificateholders; provided, however, that such action amendment shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholderthe Certificateholders or the federal tax characteristics of the Notes. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in the Indenture) holders of Notes evidencing not less than a majority of the Outstanding Principal Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesNotes, 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 CertificateholdersNoteholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Principal Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and Trust Certificates. Notwithstanding the foregoing, no amendment to this Agreement shall materially and adversely affect the rights or obligations of the Swap Counterparty under this Agreement unless the Swap Counterparty shall have consented in writing to such amendment (and such consent shall be deemed to have been given if the Swap Counterparty does not object in writing within ten (10) Business Days after receipt of a written request for such consent). 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 each Certificateholderthe Indenture Trustee, the Indenture Trustee Administrator, the Swap Counterparty and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Noteholders, Noteholders the Certificateholders 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. No amendment to this Agreement shall affect the rights or duties of the Administrator without the consent of the Administrator. 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 Trustany other Basic Document, 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 AgreementAgreement and the other Basic Documents. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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, the Company Depositor and the Owner Trustee, with prior written notice to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Certificateholder; provided, further, that such amendment shall not be deemed to adversely affect in any material respect the interest of any Noteholder or Certificateholder if the person requesting such amendment obtains a letter from the Rating Agencies stating that the amendment would not result in the downgrade or withdrawal of the ratings then assigned to the Notes and Trust Certificates. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the each Rating AgenciesAgency, with the consent of the Holders (as defined in the Indenture) of the Controlling Class of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the aggregate Certificate Percentage Interests evidenced by the Trust CertificatesInterest, 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, 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Certificate Percentage Interests evidenced by the Trust Certificates Interest required to consent to any such amendment, without the consent of the Holders of all the then-outstanding Notes and Trust 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 each Certificateholder, the Indenture Trustee and each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee'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 Trust 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 Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Company Trust Administrator and the Owner Trustee, with the consent of each Certificateholder and with the prior written consent of the Swap Counterparty (but only to the extent such amendment materially adversely affects the amounts, priority or timing of payments under the Swap Agreement and the Swap Agreement is in effect) and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholdersIndenture 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 Certificateholderseach 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 CertificateholderCertificateholder or adversely affect the 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 preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each applicable Class of Notes and Certificates. Notwithstanding the preceding sentence, an opinion shall be 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, the Company Trust Administrator and the Owner Trustee, with the prior written notice to consent of the Rating AgenciesAgencies and with the prior written consent of the Indenture Trustee, with the holders of Notes evidencing more than 66 2/3 % of the Outstanding Balance of the Notes, the consent of each Certificateholder and with the Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the prior written consent of the Holders Swap Counterparty (but only to the extent such amendment materially adversely affects the amounts, priority or timing of Trust Certificates evidencing not less than a majority of payments under the Percentage Interests evidenced by Swap Agreement and the Trust CertificatesSwap Agreement is in effect), 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 Certificateholdersany Certificateholder; 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 Certificateholders any Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount Balance of the Notes required to consent to or of to waive the Percentage Interests evidenced by the Trust Certificates required requirement for any Certificateholder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the Holders holders of all the outstanding Notes and Trust Certificateseach Certificateholder. Notwithstanding the foregoing, 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholders, 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 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee'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.substance

Supplements and Amendments. This Agreement may be amended by the Depositor, the Company Seller and the Owner Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Depositor, the Company Seller and the Owner Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, with the consent of (i) the Holders (as defined in the Indenture) Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and (ii) the consent Certificateholders of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesCertificate 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 Certificateholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by the Trust Certificates Certificate Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Noteholders and Trust CertificatesCertificateholders. 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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 Interim Eligible Lender 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 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. The Owner Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Interim Eligible Lender Trustee'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, the Company and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Certificateholder. This Agreement may also be amended from time to time by the Depositor, the Company and the Owner Trustee, with prior written notice to the Rating Agencies, 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 Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesCertificate 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 Certificateholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by the Trust Certificates Certificate Balance required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and Trust 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee'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, the Company Depositor and the Owner Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholdersNoteholders, 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 CertificateholdersNoteholders; 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 CertificateholderNoteholder. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in the Indenture) of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesNotes, 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 CertificateholdersNoteholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust CertificatesNoteholders. 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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 Interim Eligible Lender 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 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. The Owner Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Interim Eligible Lender Trustee'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, the Company Securities Administrator and the Owner Trustee, with the consent of the Holder and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholdersIndenture Trustee, to (a) 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 CertificateholdersHolder or (b) to comply with any SEC Rules (as defined in Section 10.13 hereof); 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 Certificateholderthe Holder or adversely affect the tax status of the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or the Holder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as set forth in this paragraph. Notwithstanding the foregoing, neither an Opinion of Counsel nor any letters from any Rating Agency referred to above shall be required if such amendment is made pursuant to (b) above. This Agreement may also be amended from time to time by the Depositor, the Company Securities Administrator and the Owner Trustee, with the prior written notice to consent of the Rating Agencies, Agencies and with the prior written consent of the Indenture Trustee, the Holders (as defined in the Indenture) of Notes evidencing not less more than a majority 662/3% of the Outstanding Amount Balance of the Notes Notes, and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesHolder, 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 CertificateholdersHolder; 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 Certificateholders Holder or (b) reduce the aforesaid percentage of the Outstanding Amount Balance of the Notes required to consent to or of to waive the Percentage Interests evidenced by requirement for the Trust Certificates required Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the Holders holders of all the outstanding Notes and Trust Certificatesthe Holder. Notwithstanding the foregoing, 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 shall furnish written notification of the substance of such amendment or consent to each Certificateholderthe Holder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Holder, 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 Certificateholders the Holder provided for in this Agreement or in any other Basic DocumentOperative Agreement) and of evidencing the authorization of the execution thereof by Certificateholders the Holder 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 Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement. The Neither the Owner Trustee may, but nor the Securities Administrator shall not be obligated to, to enter into any such amendment that which affects the Owner Trustee's ’s or Securities Administrator’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, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Certificateholder(ii) the Rating Agency Condition has been satisfied in respect of such proposed amendment. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, and with the consent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than at least a majority of the Outstanding Amount outstanding principal amount of the Notes each materially and the consent adversely affected Class of the Holders Notes, acting as a single Class but excluding for purposes of Trust Certificates evidencing not less than a majority such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of the Percentage Interests evidenced by the Trust Certificatestheir 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 Certificateholders; 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 consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates which are required to consent to any such amendment, 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 Trust Certificatesthe 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 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 each the Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, to enter into any such amendment that which 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, the Company and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Depositor, the Company and the Owner Trustee, with prior written notice to the Rating Agencies, 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 Notes, the consent of the Holders Owners of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates, 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, 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust the Owners of the 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment 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 Trust 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 Trust or the Owner Trustee, as the case may be, have been satisfied. Prior to the payment in full of the Senior Notes, this Agreement may be amended upon the request of any Certificateholder to permit the transfer of the Certificates other than in accordance with Section 3.04(g), which amendment may include the addition or deletion of any provisions appropriate thereto; provided that the requesting Certificateholder shall have (at its sole expense) supplied the Owner Trustee and the Indenture Trustee with an opinion of nationally recognized counsel to the effect that the execution of such amendment will not result in the recognition by any Holder of a Senior Note of a “taxable event” within the meaning of Section 1001 of the Code or adversely affect any rights or remedies of any Holder of a Senior Note.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Company 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 CertificateholdersCertificateholders 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 Certificateholders; 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 CertificateholderCertificateholder 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 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 Company Depositor and the Owner Trustee, with the prior written notice to consent of the Rating Agencies, Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing not less more than a majority 50% of the Outstanding Amount of the Notes and the consent of Notes, the Holders of Trust Certificates evidencing not less more than a majority 50% of the Percentage Interests evidenced by of the Trust CertificatesInterest 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, 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 Noteholders, the Certificateholders or the Note Insurer, (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Notes, the Note Insurer and the Holders of all the outstanding Notes and Trust 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 each Certificateholder, the Indenture Trustee Trustee, the Note Insurer and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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, the Company Trust Administrator and the Owner Trustee, with the consent of each Certificateholder and with the prior written consent of the Swap Counterparty (but only to the extent such amendment materially adversely affects the amounts, priority or timing of payments under the Swap Agreement and the Swap Agreement is in effect) and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholdersIndenture 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 Certificateholderseach 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 CertificateholderCertificateholder or adversely affect the 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 preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each applicable Class of Notes and Certificates. Notwithstanding the preceding sentence, an opinion shall be 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, the Company Trust Administrator and the Owner Trustee, with the prior written notice to consent of the Rating AgenciesAgencies and with the prior written consent of the Indenture Trustee, with the holders of Notes evidencing more than 66 2/3 % of the Outstanding Balance of the Notes, the consent of each Certificateholder and with the Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the prior written consent of the Holders Swap Counterparty (but only to the extent such amendment materially adversely affects the amounts, priority or timing of Trust Certificates evidencing not less than a majority of payments under the Percentage Interests evidenced by Swap Agreement and the Trust CertificatesSwap Agreement is in effect), 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 Certificateholdersany Certificateholder; 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 Certificateholders any Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount Balance of the Notes required to consent to or of to waive the Percentage Interests evidenced by the Trust Certificates required requirement for any Certificateholder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the Holders holders of all the outstanding Notes and Trust Certificateseach Certificateholder. Notwithstanding the foregoing, 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholders, 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 Basic DocumentOperative 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. The Neither the Owner Trustee may, but nor the Trust Administrator shall not be obligated to, to enter into any such amendment that which affects the Owner Trustee's ’s or Trust Administrator’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, the Company Owner Trustee and the Owner Indenture Trustee, with prior written notice to the Rating AgenciesAgencies then rating the Notes, without the consent of any of the Noteholders or the CertificateholdersNoteholders, (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 CertificateholdersNoteholders; 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 Certificateholder(ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in the Prospectus. This Agreement may also be amended from time to time by the Depositor, the Company Owner Trustee and the Owner Indenture Trustee, with prior written notice to the Rating AgenciesAgencies then rating the Notes, with the consent of (i) the Holders (as defined in the Indenture) of Notes Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the consent of the Holders of Trust Certificates Class B Noteholders evidencing not less than a majority of the Percentage Interests evidenced by Outstanding Amount of the Trust CertificatesClass 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 Certificateholderscase 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of all of the Holders Noteholders representing 100% of all the outstanding Notes and Trust CertificatesOutstanding Amount of such class of 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 each the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating AgenciesAgencies then rating the Notes. It shall not be necessary for the consent of Certificateholders, 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 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 AgreementAgreement 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 Trustee may, but shall not be obligated to, enter into any such amendment that which 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, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, 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 Notes, the consent of the Holders Owners of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates, 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, 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust the Owners of the 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment 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 Trust 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 Trust or the Owner Trustee, as the case may be, have been satisfied. Prior to the payment in full of the Senior Notes, this Agreement may be amended upon the request of any Certificateholder to permit the transfer of the Certificates other than in accordance with Section 3.04(g) but otherwise in full compliance with the other transfer restrictions specified herein or on the Certificates, which amendment may include the addition or deletion of any provisions appropriate thereto; provided that the requesting Certificateholder shall have (at its sole expense) supplied the Owner Trustee and the Indenture Trustee with an opinion of nationally recognized counsel to the effect that the execution of such amendment will not result in the recognition by any Holder of a Senior Note of a “taxable event” within the meaning of Section 1001 of the Code or adversely affect any rights or remedies of any Holder of a Senior Note.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Company Administrator and the Owner Trustee, with the consent of the Holder and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholdersIndenture Trustee, to (a) 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 CertificateholdersHolder or (b) to comply with any SEC Rules (as defined in Section 10.13 hereof); 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 Certificateholderthe Holder or adversely affect the tax status of the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or the Holder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as set forth in this paragraph. Notwithstanding the foregoing, neither an Opinion of Counsel nor any letters from any Rating Agency referred to above shall be required if such amendment is made pursuant to (b) above. This Agreement may also be amended from time to time by the Depositor, the Company Administrator and the Owner Trustee, with the prior written notice to consent of the Rating Agencies, Agencies and with the prior written consent of the Indenture Trustee, the Holders (as defined in the Indenture) of Notes evidencing not less more than a majority 662/3% of the Outstanding Amount Balance of the Notes Notes, and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesHolder, 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 CertificateholdersHolder; 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 Certificateholders Holder or (b) reduce the aforesaid percentage of the Outstanding Amount Balance of the Notes required to consent to or of to waive the Percentage Interests evidenced by requirement for the Trust Certificates required Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the Holders holders of all the outstanding Notes and Trust Certificatesthe Holder. Notwithstanding the foregoing, 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 shall furnish written notification of the substance of such amendment or consent to each Certificateholderthe Holder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Holder, 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 Certificateholders the Holder provided for in this Agreement or in any other Basic DocumentOperative Agreement) and of evidencing the authorization of the execution thereof by Certificateholders the Holder 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 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. The Neither the Owner Trustee may, but nor the Administrator shall not be obligated to, to enter into any such amendment that which affects the Owner Trustee's ’s or Administrator’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, the Company Depositor and the Owner Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholdersany Swap 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 or the CertificateholdersAgreement; 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 Certificateholderany Swap Counterparty. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Interim Eligible Lender Trustee, with prior written notice to any Swap Counterparty and the Rating Agencies, Agencies and with the consent of the Holders (as defined in the Indenture) of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesNotes, 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 CertificateholdersAgreement; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Noteholders. This Agreement may also be amended from time to time by the Depositor and Trust Certificatesthe Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, and, if any such amendment would adversely affect, in a material respect, the interests of any Swap Counterparty, with the consent of that Swap Counterparty. 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee any Swap Counterparty 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 Interim Eligible Lender 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 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. The Owner Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Interim Eligible Lender Trustee'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, the Company and HFC, the Owner Trustee, the Delaware Trustee and the Co-Trustee with prior written notice to the Rating AgenciesAgencies and the Indenture Trustee and with the consent of the Insurer (which consent shall not be unreasonably withheld), but without the consent of any of the Noteholders Noteholders, the Transferor or the CertificateholdersIndenture 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 CertificateholdersTransferor; 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, the Transferor or Certificateholderthe Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder, the Transferor or the Insurer 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 Company and HFC, the Owner Trustee, the Delaware Trustee and the Co-Trustee with the prior written notice to consent of the Rating Agencies, with the consent of Indenture Trustee, the Holders (as defined in Majority Noteholder, the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes Transferor and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesInsurer, 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 CertificateholdersTransferor; 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 Equity Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders Transferor or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes Notes; and Trust Certificatesprovided further, that no such amendment will be effective unless the Insurer consents to such action or such action will not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholders or the Insurer. The Depositor shall join in any such amendment approved as provided in the preceding sentence so long as such amendment is not adverse to the interests of the Depositor. Anything to the contrary herein notwithstanding, no amendment to this Agreement may be made that affects the rights and liabilities of the Delaware Trustee without the written consent of the Delaware Trustee. Promptly after the execution of any such amendment or consentamendment, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholderthe Indenture Trustee, the Indenture Trustee Insurer and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Transferor, the Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consentamendment, 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 the Transferor provided for in this Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by Certificateholders the Transferor and the 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 Delaware 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, each of the Owner 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 AgreementAgreement and that all conditions precedent to such execution and delivery have been satisfied. The Owner Trustee and the Delaware Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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, the Company Depositor and the Owner Trustee, with prior written notice to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Certificateholder. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the each Rating AgenciesAgency, 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 Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by in the Trust Certificates, 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, 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by in the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the then-outstanding Notes and Trust 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 each Certificateholder, the Indenture Trustee and each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, 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 AgreementAgreement and that all conditions precedent (if any) to such amendment specified in this Agreement have been met. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee'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, the Company Seller and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Depositor, the Company Seller and the Owner Trustee, with prior written notice to the Rating Agencies, 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 and, to the extent affected thereby, the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates, 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 Certificateholders; 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 Home Equity Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by the Trust Certificates Certificate Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust Holders of all 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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 AgreementAgreement 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 that which affects the Owner Trustee'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 from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholdersResidual Interestholder, 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 CertificateholdersResidual Interestholder; 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 CertificateholderResidual Interestholder. This Agreement may also be amended from time to time by the DepositorDepositor and the Owner Trustee, without the Company consent of any of the Noteholders or the Residual Interestholder, in order to enable all or a portion of the Trust to qualify as a "financial asset securitization investment trust" under federal tax laws and regulations (a "FASIT"), to permit a FASIT election to be made under such laws and regulations and to make such modifications to this Agreement as may be permitted by reason of the making of such election; provided that (i) the Rating Agency Condition shall have been satisfied with respect thereto, (ii) an Opinion of Counsel is rendered that such election will not have material adverse consequences to any Noteholder or to the Residual Interestholder, and (iii) the ability of the FASIT to add or remove assets shall be limited to the same extent as "real estate mortgage investment conduits" ("REMICs") under applicable federal tax laws and regulations. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, 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 Majority Noteholders and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesResidual Interestholder, 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 CertificateholdersResidual Interestholder; 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 Certificateholders Residual Interestholder; or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendmentamendment to less than the percentage contemplated by the definition of Majority Noteholders, without the consent of the Holders of all the outstanding Notes and Trust CertificatesNotes. 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 each CertificateholderResidual Interestholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, Noteholders the Residual Interestholder or the Indenture Trustee Noteholders 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 Residual Interestholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders Residual Interestholder 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 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee'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. The Owner Trustee shall comply with Section 3.07(g) of the Indenture with respect to the amendments, modifications, supplements, terminations and surrenders referred to therein.

Supplements and Amendments. This Agreement may be amended by the DepositorSponsor, the Company Seller 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 CertificateholdersIndenture 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 Certificateholders; 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 interests of any Noteholder if the party requesting the amendment (i) delivers an Opinion of Counsel, at the expense of the party requesting the change, delivered to the Owner Trustee to such effect, or (ii) satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the DepositorSponsor, the Company Seller and the Owner Trustee, with the prior written notice to the Rating Agencies, with the consent of the Holders (as defined in Rating Agencies and with the Indenture) prior written consent of Notes the Indenture Trustee, the Noteholders evidencing not less more than a majority 50% of the Class Note Balance of the Outstanding Amount Notes of all of the Notes Classes and the consent of the Holders of Trust Certificates Certificateholders evidencing not less more than a majority 50% of the Percentage Interests evidenced by of the Trust CertificatesTrust, 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, 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 Certificateholders or Certificateholders, (b) reduce the aforesaid percentage of the Outstanding Amount Principal Balance of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the Holders holders of all the outstanding Notes and Trust the Certificateholders 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 each Certificateholderthe Certificateholders, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholders, 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 AgreementAgreement and that all conditions precedent have been met. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which 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, the Company Securities Administrator and the Owner Trustee, with the consent of the Holder and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholdersIndenture Trustee, to (a) 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 CertificateholdersHolder or (b) to comply with any SEC Rules (as defined in Section 10.13 hereof); 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 Certificateholderthe Holder or adversely affect the tax status of the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or the Holder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as set forth in this paragraph. Notwithstanding the foregoing, neither an Opinion of Counsel nor any letters from any Rating Agency referred to above shall be required if such amendment is made pursuant to (b) above. This Agreement may also be amended from time to time by the Depositor, the Company Securities Administrator and the Owner Trustee, with the prior written notice to consent of the Rating Agencies, Agencies and with the prior written consent of the Indenture Trustee, the Holders (as defined in the Indenture) of Notes evidencing not less more than a majority 662/3% of the Outstanding Amount Balance of the Notes Notes, and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesHolder, 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 CertificateholdersHolder; 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 Certificateholders Holder or (b) reduce the aforesaid percentage of the Outstanding Amount Balance of the Notes required to consent to or of to waive the Percentage Interests evidenced by requirement for the Trust Certificates required Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the Holders holders of all the outstanding Notes and Trust Certificatesthe Holder. Notwithstanding the foregoing, 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 shall furnish written notification of the substance of such amendment or consent to each Certificateholderthe Holder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Holder, 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 Certificateholders the Holder provided for in this Agreement or in any other Basic DocumentOperative Agreement) and of evidencing the authorization of the execution thereof by Certificateholders the Holder 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 Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee'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.this

Supplements and Amendments. This Agreement may be amended by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 CertificateholderCertificateholder or cause the Trust to be subject to an entity level tax for federal income tax purposes. 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 preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agency stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each Class of Securities. Notwithstanding the preceding sentence, an opinion shall be 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, the Company Depositor and the Owner Trustee, with prior written notice to the each Rating AgenciesAgency, with the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than a majority 66 2/3% of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority 66 2/3% of the Percentage Aggregate Voting Interests evidenced by of the Trust Certificates, 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, 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or and the Voting Interests of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Securities affected thereby; and provided, however, that such action shall not, as evidenced by an Opinion of Counsel, cause the Trust to be subject to an entity level tax for federal income tax purposes. Notwithstanding the foregoing, no provision of Sections 2.03 or 4.01 hereof may be amended in any manner unless (i) 100% of the Noteholders have consented in writing thereto, (ii) the Rating Agencies have consented in writing thereto or (iii) the Notes have been paid in full and Trust Certificatesthe Indenture has been discharged. 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 each Certificateholder, the Indenture Trustee and each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, 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 Operative 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment 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 Operative Documents and that all conditions precedent in the Basic Operative 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, the Company Seller and the Owner Trustee, Trustee with prior written notice to the Rating AgenciesAgencies and the Indenture Trustee and with the consent of the Insurer (which consent shall not heunreasonably withheld), but without the consent of any of the Noteholders Noteholders, the Transferor or the CertificateholdersIndenture 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 CertificateholdersTransferor; 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 Noteholder, the Transferor or Certificateholderthe Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder, the Transferor or the Insurer if either (i) an Opinion of Counsel is obtained to such effect, or (ii) 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 DepositorSeller, the Company Depositor and the Owner Trustee, with the prior written notice to consent of the Rating Agencies, with the consent Insurer and the Indenture Trustee, the Noteholders evidencing more than 50% of the Holders (as defined Percentage Interests in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesTransferor, 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 CertificateholdersTransferor; 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 Certificateholders Transferor or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and Trust Certificatesthe Transferor. The Depositor shall join in any such amendment approved as provided in the preceding sentence so long as such amendment is not adverse to the interests of the Depositor. Promptly after the execution of any such amendment or consentamendment, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholderthe Indenture Trustee, the Indenture Trustee Insurer and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Transferor, the Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consentamendment, 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 the Transferor provided for in this Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by Certificateholders the Transferor and the 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 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 AgreementAgreement and that all conditions precedent to such execution and delivery have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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, the Company Seller and the Owner Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholdersNoteholders, 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 CertificateholdersNoteholders; 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 CertificateholderNoteholder. This Agreement may also be amended from time to time by the Depositor, the Company Seller and the Owner Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in the Indenture) of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesNotes, 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 CertificateholdersNoteholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust CertificatesNoteholders. 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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 Interim Eligible Lender 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 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. The Owner Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Interim Eligible Lender Trustee'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, the Company Depositor and the Owner Trustee, with prior written notice made available by the Administrator to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Certificateholder; provided, further, that such amendment shall not be deemed to adversely affect in any material respect the interest of any Noteholder or Certificateholder and no Opinion of Counsel shall be required if the Rating Agency Condition is satisfied with respect to each Rating Agency. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice made available by the Administrator to the each Rating AgenciesAgency, 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 Holders of Trust Certificates evidencing not less than a majority of the aggregate Certificate Percentage Interests evidenced by the Trust CertificatesInterest, 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, 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Certificate Percentage Interests evidenced by the Trust Certificates Interest required to consent to any such amendment, without the consent of the Holders of all the then-outstanding Notes and Trust 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 each Certificateholder, the Indenture Trustee and the Administrator, and the Administrator shall make such notice available to each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, 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 AgreementAgreement and an Officer’s Certificate from the Depositor stating that all the conditions precedent to the execution and delivery of such amendment have been met. The Owner Trustee Trustee, Paying Agent, Certificate Registrar and authenticating agent may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee's own their respective 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, the Company and the Owner Trustee, with the prior consent of the Securities Insurer and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholdersOwners 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 Certificateholders; 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 CertificateholderOwner, or, without its consent, the Paying Agent. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Owner if (i) an opinion of counsel is obtained to such effect, and (ii) 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 Company and the Owner Trustee, with the prior written notice to consent of the Rating Agencies, the Securities Insurer and with the prior written consent of the Indenture Trustee, the Holders (as defined in the Indenture) of Notes evidencing not less more than a majority 50% of the Outstanding Amount of the Notes and the consent of Majority Residual Interestholders, and if affected thereby, the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesPaying Agent, 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 CertificateholdersOwners; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the Holders holders of all the outstanding Notes Notes, and Trust in the case of clause (b) without the consent of the holders of all the outstanding Residual Interest 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 each Certificateholder, the Indenture Trustee Trustee, the Securities Insurer and each of the Rating Agencies. It shall not be necessary for the consent of CertificateholdersOwners, 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 Owners 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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, the Company Administrator and the Owner Trustee, with the consent of the Holder and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholdersIndenture Trustee, to (a) 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 CertificateholdersHolder or (b) to comply with any SEC Rules (as defined in Section 10.13 hereof); 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 Certificateholderthe Holder or adversely affect the tax status of the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or the Holder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as set forth in this paragraph. Notwithstanding the foregoing, neither an Opinion of Counsel nor any letters from any Rating Agency referred to above shall be required if such amendment is made pursuant to (b) above. This Agreement may also be amended from time to time by the Depositor, the Company Administrator and the Owner Trustee, with the prior written notice to consent of the Rating Agencies, Agencies and with the prior written consent of the Indenture Trustee, the Holders (as defined in the Indenture) of Notes evidencing not less more than a majority 662/3% of the Outstanding Amount Balance of the Notes Notes, and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesHolder, 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 CertificateholdersHolder; 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 Certificateholders Holder or (b) reduce the aforesaid percentage of the Outstanding Amount Balance of the Notes required to consent to or of to waive the Percentage Interests evidenced by requirement for the Trust Certificates required Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the Holders holders of all the outstanding Notes and Trust Certificatesthe Holder. Notwithstanding the foregoing, 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 shall furnish written notification of the substance of such amendment or consent to each Certificateholderthe Holder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Holder, 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 Certificateholders the Holder provided for in this Agreement or in any other Basic Operative Document) and of evidencing the authorization of the execution thereof by Certificateholders the Holder 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 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. The Neither the Owner Trustee may, but nor the Administrator shall not be obligated to, to enter into any such amendment that which affects the Owner Trustee's ’s or Administrator’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, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholdersa Swap 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 or the Certificateholdersa Swap Counterparty; 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 Certificateholdera Swap Counterparty. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in the Indenture) of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesNotes, 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 CertificateholdersNoteholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Noteholders. This Agreement may also be amended from time to time by the Depositor and Trust Certificatesthe Trustee, with prior written notice to the Rating Agencies, with the consent of a Swap Counterparty for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of this Agreement or modifying in any manner the rights of a Swap Counterparty, if in the Opinion of Counsel such amendment materially adversely affects the interests of a Swap Counterparty. 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 each Certificateholderthe holder of the Excess Distribution Certificate, the Indenture Trustee Trustee, a Swap Counterparty and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Noteholders, Noteholders or the Indenture Trustee Trustee, or a Swap Counterparty 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 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 AgreementAgreement and an Officer’s Certificate from the Depositor that all conditions precedent to the execution of such amendment have been met or otherwise satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which 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, the Company and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Depositor, the Company and the Owner Trustee, with prior written notice to the Rating Agencies, 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 Notes, the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates, 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, 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee'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.substance

Supplements and Amendments. This Agreement may be amended by the Depositor, HSBC Finance, the Company Owner Trustee and the Owner Trustee, Administrator with prior written notice to the Rating AgenciesAgencies and the Indenture Trustee, but without the consent of any of the Noteholders Noteholders, the Transferor or the CertificateholdersIndenture 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 CertificateholdersTransferor; provided, however, that such action shall not, as evidenced by an Opinion opinion of Counselcounsel delivered to and acceptable to the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or Certificateholderthe Transferor. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or the Transferor if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. The Depositor and the Administrator each shall join in any such amendment approved as provided in the preceding sentence so long as such amendment is not adverse to the interests of the Depositor or the Administrator, as the case may be. This Agreement may also be amended from time to time by the Depositor, HSBC Finance, the Company Owner Trustee and the Owner Trustee, Administrator with the prior written notice to consent of the Rating Agencies, with the consent of Indenture Trustee, the Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes Majority Noteholder and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesTransferor, 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 CertificateholdersTransferor; 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 Equity Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders Transferor or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates Interest required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes Notes; and Trust Certificatesprovided further, that no such amendment will be effective unless such action will not, as evidenced by an opinion of counsel delivered to and acceptable to the Indenture Trustee, adversely affect in any material respect the interests of any Noteholders. The Depositor and the Administrator each shall join in any such amendment approved as provided in the preceding sentence so long as such amendment is not adverse to the interests of the Depositor or the Administrator, as the case may be. Promptly after the execution of any such amendment or consentamendment, the Owner Trustee Servicer shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Transferor, the Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consentamendment, 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 the Transferor provided for in this Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by Certificateholders the Transferor and the 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 or the Certificate of Trust, each of the Owner Trustee and the Administrator shall be entitled to receive and rely upon an Opinion opinion of Counsel counsel stating that the execution of such amendment is authorized or and permitted by this AgreementAgreement and that all conditions precedent to such execution and delivery have been satisfied. The Owner Trustee and the Administrator may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee's own their respective rights, duties or immunities under this Agreement or otherwise. In connection with Prior to the execution of any amendment to this Trust Agreement or any amendment that requires the consent of any other agreement to which the Issuer is a partyIndenture Trustee, the Owner Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion opinion of Counsel to the effect counsel stating that such amendment is authorized or and permitted by the Basic Documents this Agreement and that all conditions precedent in the Basic Documents for the to such execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Trust Agreement may be amended by the Depositor, the Company Depositor and the Owner Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders holder of the Notes or the Certificateholdersholder of the Trust Certificate, but (provided that no Securities Insurer Default has occurred and is continuing) with the consent of the Securities Insurer (which consent will not be unreasonably withheld), to cure any ambiguity, to correct or supplement any provisions in this Trust Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Trust Agreement or of modifying in any manner the rights of the Noteholders holders of the Notes or the Certificateholdersholder of the Trust Certificate; 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 holder of any Class of Notes or Certificateholderholder of the Trust Certificate, the Securities Insurer or the Swap Counterparty. This Trust Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Eligible Lender Trustee, with prior written notice to the Rating Agencies, (i) with the consent of the Holders (as defined in the Indenture) of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes and Notes, (ii) with the consent of the Holders of Trust Certificates evidencing not less than a majority holder of the Percentage Interests evidenced by Trust Certificate, and (iii) with the Trust Certificatesconsent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Noteholders holders of any Class of Notes or the Certificateholdersholder of the Trust Certificate; 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 Financed Student Loans or distributions that shall be required to be made for the benefit of the Noteholders holders of any Class of Notes or the Certificateholders holder of the Trust Certificate or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Noteholders and holder of the Trust CertificatesCertificate. 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 each Certificateholderthe holder of the Trust Certificate, the Indenture Trustee Trustee, the Securities Insurer, the Swap Counterparty and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe holder of the Trust Certificate, Noteholders the holder of any class of Notes, the Securities Insurer 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 the holder of the Trust Certificate and the Securities Insurer provided for in this Trust Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders holder of the Trust Certificate shall be subject to such reasonable requirements as the Owner Eligible Lender 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 TrustTrust Agreement, 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 Trust Agreement. The Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Eligible Lender Trustee's own rights, duties or immunities under this Trust 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, the Company 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 CertificateholdersIndenture 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 CertificateholdersCode, 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 CertificateholderCertificateholder or adversely affect the 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 preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each applicable Class of Notes and Certificates. Notwithstanding the preceding sentence, an opinion shall be 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, the Company Trust Administrator and the Owner Trustee, with the prior written notice to consent of the Rating Agencies, with the consent holders of the Holders (as defined in the Indenture) each Class of Notes affected thereby evidencing not less more than a majority 66⅔% of the Outstanding Amount Balance of the each such Class of Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesCertificateholders, 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, 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 Certificateholders any Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount Balance of the Notes required to consent to or of to waive the Percentage Interests evidenced by the Trust Certificates required requirement for any Certificateholder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the Holders holders of all the outstanding Notes and Trust Certificateseach Certificateholder. Notwithstanding the foregoing, 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, Noteholders the Certificateholders or the Indenture Trustee Noteholders 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 Basic DocumentOperative 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. The Neither the Owner Trustee may, but nor the Trust Administrator shall not be obligated to, to enter into any such amendment that which affects the Owner Trustee's ’s or Trust Administrator’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, the Company and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Certificateholder. This Agreement may also be amended from time to time by the Depositor, the Company and the Owner Trustee, with prior written notice to the Rating Agencies, 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 Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesCertificate 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 Certificateholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by the Trust Certificates Certificate Balance required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and Trust 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee'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, the Company Seller and the Owner Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholdersNoteholders, 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 CertificateholdersNoteholders; 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 CertificateholderNoteholder. This Agreement may also be amended from time to time by the Depositor, the Company Seller and the Owner Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in the Indenture) Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesNotes, 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 CertificateholdersNoteholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust CertificatesNoteholders. 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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 Interim Eligible Lender 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 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. The Owner Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Interim Eligible Lender Trustee'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, the Company Seller and the Owner Trustee, Trustee with prior written notice to the Rating AgenciesAgencies and the Indenture Trustee and with the consent of the Insurer (which consent shall not be unreasonably withheld), but without the consent of any of the Noteholders Noteholders, the Transferor or the CertificateholdersIndenture 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 CertificateholdersTransferor; 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 Noteholder, the Transferor or Certificateholderthe Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder, the Transferor or the Insurer if either (i) an Opinion of Counsel is obtained to such effect, or (ii) 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 DepositorSeller, the Company Depositor and the Owner Trustee, with the prior written notice to consent of the Rating Agencies, with the consent Insurer and the Indenture Trustee, the Noteholders evidencing more than 50% of the Holders (as defined Percentage Interests in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesTransferor, 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 CertificateholdersTransferor; 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 Certificateholders Transferor or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and Trust Certificatesthe Transferor. The Depositor shall join in any such amendment approved as provided in the preceding sentence so long as such amendment is not adverse to the interests of the Depositor. Promptly after the execution of any such amendment or consentamendment, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholderthe Indenture Trustee, the Indenture Trustee Insurer and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Transferor, the Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consentamendment, 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 the Transferor provided for in this Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by Certificateholders the Transferor and the 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 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 AgreementAgreement and that all conditions precedent to such execution and delivery have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which 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, the Company Depositor and the Owner Trustee, with prior written notice to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the each Rating AgenciesAgency, 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 Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesCertificate 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 Certificateholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by the Trust Certificates Certificate Balance required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and Trust 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee'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, the Company and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Certificateholder. This Agreement may also be amended from time to time by the Depositor, the Company and the Owner Trustee, with prior written notice to the Rating Agencies, 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 Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesCertificate 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 Certificateholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by the Trust Certificates Certificate Balance required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and Trust 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee'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, the Company Transferor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholdersOwner or any other Person, 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 Certificateholders; 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 CertificateholderAgreement. This Agreement may also be amended from time to time by the Depositor, the Company Transferor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in the Indenture) holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesOwner, 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 and the CertificateholdersOwner; 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 required to be made for the benefit of the Noteholders or holders of the Certificateholders Notes or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and Trust CertificatesNotes. 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee Owner 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 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 MCC to the effect that the execution of conditions to such amendment is authorized or permitted by this AgreementAmendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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, the Company Initial Beneficial Holder and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Depositor, the Company Initial Beneficial Holder and the Owner Trustee, with prior written notice to the Rating Agencies, 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 and, to the extent affected thereby, the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates, 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 Certificateholders; 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 Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by the Trust Certificates [Current Principal Amount] required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust Holders of all 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section 11.1 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 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 AgreementAgreement 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 that which affects the Owner Trustee'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, the Company Depositor and the Owner Trustee, with prior written notice to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the each Rating AgenciesAgency, 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 Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesCertificate 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 Certificateholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by the Trust Certificates Certificate Balance required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and Trust 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 each Certificateholder, the Indenture Trustee and each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee'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, the Company Owner Trustee and the Owner Delaware Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Certificateholder(ii) the Rating Agency Condition has been satisfied in respect of such proposed amendment. This Agreement may also be amended from time to time by the Depositor, the Company Owner Trustee and the Owner Delaware Trustee, with prior written notice to the Rating Agencies, and with the consent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders (as defined in of the Indenture) of 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 Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificatestheir 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 Certificateholders; 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 consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates which are required to consent to any such amendment, 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, the Delaware Trustee and Trust Certificatesthe 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 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 each the Certificateholder, the Indenture Trustee and the Administrator and the Administrator shall provide such notification to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholders, 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 and the Delaware 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. The Neither the Owner Trustee may, but nor the Delaware Trustee shall not be obligated to, to enter into any such amendment that which affects the Owner Trustee's ’s or the Delaware Trustee’s, respectively, 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, the Company and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; Certificateholders 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 Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than a majority 51% of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesCertificate 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 Certificateholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by the Trust Certificates Certificate Balance required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and Trust 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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, the Company Administrator and the Owner Trustee, with the consent of the Holder and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholdersIndenture Trustee, to (a) 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 CertificateholdersHolder or (b) to comply with any SEC Rules (as defined in Section 10.13 hereof); 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 Certificateholderthe Holder or adversely affect the tax status of the Trust or result in an Adverse FASIT Event. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or the Holder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as set forth in this paragraph. Notwithstanding the foregoing, neither an Opinion of Counsel nor any letters from any Rating Agency referred to above shall be required if such amendment is made pursuant to (b) above. This Agreement may also be amended from time to time by the Depositor, the Company Administrator and the Owner Trustee, with the prior written notice to consent of the Rating Agencies, Agencies and with the prior written consent of the Indenture Trustee, the Holders (as defined in the Indenture) of Notes evidencing not less more than a majority 662/3% of the Outstanding Amount Balance of the Notes Notes, and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesHolder, 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 CertificateholdersHolder; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust or result in an Adverse FASIT Event; 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 that shall be required to be made for the benefit of the Noteholders or the Certificateholders Holder or (b) reduce the aforesaid percentage of the Outstanding Amount Balance of the Notes required to consent to or of to waive the Percentage Interests evidenced by requirement for the Trust Certificates required Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the Holders holders of all the outstanding Notes and Trust Certificatesthe Holder. Notwithstanding the foregoing, 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 shall furnish written notification of the substance of such amendment or consent to each Certificateholderthe Holder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Holder, 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 Certificateholders the Holder provided for in this Agreement or in any other Basic DocumentOperative Agreement) and of evidencing the authorization of the execution thereof by Certificateholders the Holder 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 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. The Neither the Owner Trustee may, but nor the Administrator shall not be obligated to, to enter into any such amendment that which affects the Owner Trustee's ’s or Administrator’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, the Company and the Owner Trustee, [with the prior consent of the Securities Insurer and] with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholdersOwners 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 Certificateholders; providedOwners PROVIDED, howeverHOWEVER, 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 CertificateholderOwner, or, without its consent, the Paying Agent. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Owner if (i) an opinion of counsel is obtained to such effect, and (ii) 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 Company and the Owner Trustee, with the prior written notice to consent of the Rating Agencies, the Securities Insurer and with the prior written consent of the Indenture Trustee, the Holders (as defined in the Indenture) of Notes evidencing not less more than a majority 50% of the Outstanding Amount of the Notes and the consent of Majority Residual Interestholders, and if affected thereby, the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesPaying Agent, 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 CertificateholdersOwners; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the Holders holders of all the outstanding Notes Notes, and Trust in the case of clause (b) without the consent of the holders of all the outstanding Residual Interest 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 each Certificateholder, the Indenture Trustee Trustee[, the Securities Insurer] and each of the Rating Agencies. It shall not be necessary for the consent of CertificateholdersOwners, 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 Owners 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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, the Company Seller and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 CertificateholdersCertificateholder; provided, however, that such action amendment shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholderthe Owner or the federal tax characteristics of the Notes. This Agreement may also be amended from time to time by the Depositor, the Company Seller and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Principal Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesNotes, 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 CertificateholdersNoteholders; 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 Certificateholders Owner or (b) reduce the aforesaid percentage of the Outstanding Principal Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates Certificate required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and Trust Certificatesthe 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Noteholders, Noteholders the Owner 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 Trustany other Basic Document, 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 AgreementAgreement and the other Basic Documents. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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, the Company Depositor and the Owner Trustee, with prior written notice made available by the Administrator to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Certificateholder; provided, further, that such amendment shall be deemed not to adversely affect in any material respect the interest of any Noteholder or Certificateholder and no Opinion of Counsel shall be required if the Rating Agency Condition is satisfied with respect to each Rating Agency. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice made available by the Administrator to the each Rating AgenciesAgency, 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 Holders of Trust Certificates evidencing not less than a majority of the aggregate Certificate Percentage Interests evidenced by the Trust CertificatesInterest, 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, 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Certificate Percentage Interests evidenced by the Trust Certificates Interest required to consent to any such amendment, without the consent of the Holders of all the then-outstanding Notes and Trust 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 each Certificateholder, the Indenture Trustee and the Administrator, and the Administrator shall make such notice available to each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, 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 AgreementAgreement and an Officer’s Certificate from the Depositor stating that all the conditions precedent to the execution and delivery of such amendment have been met. The Owner Trustee Trustee, Paying Agent, Certificate Registrar and authenticating agent may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee's own their respective rights, duties duties, indemnities 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, the Company and the Owner Trustee, [the Sub-Trust Depositor and the Delaware Co-trustee,] with prior written notice to the Rating Agencies, without the consent of any of the Noteholders Noteholders, [the Sub-Trust Beneficiary,] the Certificateholder [or the Certificateholders, Holder 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 Sub-Trust Beneficiary,] the Certificateholder [or the Certificateholders; provided, however, Holder of the Revolving Liquidity Note,] 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 Sub-Trust Beneficiary,] 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 Sub-Trust Beneficiary and] the Certificateholder, if affected, 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 for the benefit of the Noteholders, [the Sub-Trust Beneficiary,] the Certificateholder [or the Holder of the Revolving Liquidity Note] or (ii) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Certificate required to consent to any such amendment, without the consent of the Holders of all the affected Notes, [the Sub-Trust] and the Certificate. This Agreement may also be amended from time to time by the Depositor, the Company and the Owner Trustee, [the Sub-Trust Depositor] and the Indenture Trustee without the consent of any of the Noteholders, [the Sub-Trust Beneficiary,] 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 the Rating Agenciesany Class of Notes, with without the consent of any of the Noteholders, [the Sub-Trust Beneficiary,] 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 (as defined in the Indenture) of Notes evidencing not less than a majority at least 51% of the Outstanding Amount of the 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) after the Class A Notes have been paid in full, [the Sub-Trust Beneficiary] and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates, 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 CertificateholdersCertificateholder; 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 Sub-Trust Beneficiary,] the Certificateholder [or the Certificateholders Holder of the Revolving Liquidity Note] or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding affected Notes and Trust Certificatesthe 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 each the Certificateholder, [the Sub-Trust Beneficiary, the Holder of the Revolving Liquidity Note,] the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Certificateholder, Noteholders [the Sub-Trust Beneficiary,] the 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 Certificateholders Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders 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. [Neither the Owner Trustee nor the Delaware Co-trustee shall] [The Owner Trustee may, but shall not not] be obligated to, to enter into any such amendment that which affects the Owner Trustee's own [or Delaware Co-trustee'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, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 CertificateholdersCertificateholder; provided, however, that such action amendment shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholderthe Certificateholder or the federal tax characteristics of the Notes. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in the Indenture) holders of Notes evidencing not less than a majority of the Outstanding Principal Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesNotes, 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 CertificateholdersNoteholders; 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 Certificateholders Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Principal Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates Certificate required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and Trust Certificatesthe 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 each Certificateholderthe Indenture Trustee, the Indenture Trustee Administrator, and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Noteholders, Noteholders the Certificateholder 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. No amendment to this Agreement shall affect the rights or duties of the Administrator without the consent of the Administrator. 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 Trustany other Basic Document, 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 AgreementAgreement and the other Basic Documents. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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 DepositorSeller, the Company and the Owner Eligible Lender Trustee, with the prior written consent of any Swap Counterparties and with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholdersNoteholders, 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 CertificateholdersNoteholders; 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 CertificateholderNoteholder. This Agreement may also be amended from time to time by the DepositorSeller, the Company and the Owner Eligible Lender Trustee, with prior written consent of any Swap Counterparties and with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in the Indenture) Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesNotes, 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 CertificateholdersNoteholders; 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 Financed Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates and required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust CertificatesNoteholders. Promptly after the execution of any such amendment or consent, the Owner The Eligible Lender Trustee shall furnish 10 Business Days' prior written notification of the substance of any such amendment or consent to each Certificateholder, the Indenture Trustee and Trustee, each of the Rating AgenciesAgencies and any Swap Counterparties. It shall not be necessary for the consent of Certificateholders, 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 Eligible Lender Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Eligible Lender Trustee shall cause the filing of such amendment with the Secretary of StateState of the State of Delaware. The Eligible Lender Trustee shall furnish the Rating Agencies and any Swap Counterparties with ten Business Days' prior written notice of any amendment to the Certificate of Trust. 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. The Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Eligible Lender Trustee'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, the Company Administrator and the Owner Trustee, with the consent of the Holder and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholdersIndenture 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 CertificateholdersHolder; 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 Certificateholderthe Holder or adversely affect the tax status of the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or the Holder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be 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, the Company Administrator and the Owner Trustee, with the prior written notice to consent of the Rating Agencies, Agencies and with the prior written consent of the Indenture Trustee, the Holders (as defined in the Indenture) of Notes evidencing not less more than a majority 662/3% of the Outstanding Amount Balance of the Notes Notes, and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesHolder, 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 CertificateholdersHolder; 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 that shall be required to be made for the benefit of the Noteholders or the Certificateholders Holder or (b) reduce the aforesaid percentage of the Outstanding Amount Balance of the Notes required to consent to or of to waive the Percentage Interests evidenced by requirement for the Trust Certificates required Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the Holders holders of all the outstanding Notes and Trust Certificatesthe Holder. Notwithstanding the foregoing, 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 shall furnish written notification of the substance of such amendment or consent to each Certificateholderthe Holder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Holder, 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 Certificateholders the Holder provided for in this Agreement or in any other Basic DocumentOperative Agreement) and of evidencing the authorization of the execution thereof by Certificateholders the Holder 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 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. The Neither the Owner Trustee may, but nor the Administrator shall not be obligated to, to enter into any such amendment that which affects the Owner Trustee's ’s or Administrator’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, the Company Seller and the Owner Trustee, Trustee with prior written notice to the Rating AgenciesAgencies and the Indenture Trustee and with the consent of the Insurer (which consent shall not be unreasonably withheld), but without the consent of any of the Noteholders Noteholders, the Transferor or the CertificateholdersIndenture 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 CertificateholdersTransferor; 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 Noteholder, the Transferor or Certificateholderthe Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder, the Transferor or the Insurer if either (i) an Opinion of Counsel is obtained to such effect, or (ii) 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 Company Seller and the Owner Trustee, with the prior written notice to consent of the Rating Agencies, with the consent of Insurer, the Holders (as defined in Indenture Trustee, the Indenture) of Notes Noteholders affected thereby evidencing not less more than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority 50% of the Percentage Interests evidenced by in the Trust CertificatesClass of Notes affected thereby or more than 50% of the Percentage Interests of all the Notes if both Classes are so affected, and the Transferor, 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 CertificateholdersTransferor; 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 Equity Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders Transferor or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and Trust CertificatesNotes. The Depositor shall join in any such amendment approved as provided in the preceding sentence so long as such amendment is not adverse to the interests of the Depositor. Promptly after the execution of any such amendment or consentamendment, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholderthe Indenture Trustee, the Indenture Trustee Insurer and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Transferor, the Noteholders or the Indenture Trustee pursuant to this Section 12.1 to approve the particular form of any proposed amendment or consentamendment, 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 the Transferor provided for in this Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by Certificateholders the Transferor and the 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 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 AgreementAgreement and that all conditions precedent to such execution and delivery have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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, the Company Depositor and the Owner Trustee, with prior written notice to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Certificateholder; provided, further, that such amendment shall not be deemed to adversely affect in any material respect the interest of any Noteholder or Certificateholder if the person requesting such amendment obtains a letter from the Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the ratings then assigned to the Notes and Trust Certificates. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the each Rating AgenciesAgency, with the consent of the Holders (as defined in the Indenture) of the Controlling Class of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Certificate Percentage Interests evidenced by the Trust CertificatesInterests, 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, 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Certificate Percentage Interests evidenced by the Trust Certificates Interest required to consent to any such amendment, without the consent of the Holders of all the then-outstanding Notes and Trust 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 each Certificateholder, the Indenture Trustee and each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee'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 Trust 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 Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended -------------------------- by the Depositor, the Company 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 CertificateholdersSwap 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 or the CertificateholdersSwap Counterparty; 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 Certificateholderthe Swap Counterparty. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Eligible Lender Trustee, with prior written notice to the Rating Agencies, with the consent of (i) the Holders (as defined in the Indenture) of Notes Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the consent of the Holders of Trust Certificates Class B Noteholders evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesClass 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 Certificateholderscase 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the any class of Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Noteholders of such class. This Agreement may also be amended from time to time by the Depositor and Trust Certificatesthe Eligible Lender Trustee, with prior written notice to the Rating Agencies, with the consent of the the Swap Counterparty for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Swap Counterparty if in the Opinion of Counsel such amendment materially adversely affects the interests of the Swap Counterparty. 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 each Certificateholderthe holder of the Excess Distribution Certificate, the Indenture Trustee Trustee, the Swap Counterparty and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Noteholders, Noteholders or the Indenture Trustee or the Swap Counterparty 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 Eligible Lender 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 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. The Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Eligible Lender Trustee'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, the Company Seller and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Depositor, the Company Seller and the Owner Trustee, with prior written notice to the Rating Agencies, 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 and, to the extent affected thereby, the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates, 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 Certificateholders; 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 Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by the Trust Certificates [Current Principal Amount] required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust Holders of all 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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 AgreementAgreement 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 that which affects the Owner Trustee'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, the Company and HFC, the Owner Trustee, the Delaware Trustee and the Co-Trustee with prior written notice to the Rating AgenciesAgencies and the Indenture Trustee, but without the consent of any of the Noteholders Noteholders, the Transferor or the CertificateholdersIndenture 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 CertificateholdersTransferor; 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 Certificateholderthe Transferor. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or the Transferor 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 Company and HFC, the Owner Trustee, the Delaware Trustee and the Co-Trustee with the prior written notice to consent of the Rating Agencies, with the consent of Indenture Trustee, the Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes Majority Noteholder and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesTransferor, 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 CertificateholdersTransferor; 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 Equity Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders Transferor or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes Notes; and Trust Certificatesprovided further, that no such amendment will be effective unless such action will not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholders. The Depositor shall join in any such amendment approved as provided in the preceding sentence so long as such amendment is not adverse to the interests of the Depositor. Anything to the contrary herein notwithstanding, no amendment to this Agreement may be made that affects the rights and liabilities of the Delaware Trustee without the written consent of the Delaware Trustee. Promptly after the execution of any such amendment or consentamendment, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Transferor, the Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consentamendment, 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 the Transferor provided for in this Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by Certificateholders the Transferor and the 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 Delaware 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, each of the Owner 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 AgreementAgreement and that all conditions precedent to such execution and delivery have been satisfied. The Owner Trustee and the Delaware Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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 DepositorSeller, the Company and the Owner Eligible Lender Trustee, with the prior written consent of the Swap Counterparty and with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholdersNoteholders, 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 CertificateholdersNoteholders; 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 CertificateholderNoteholder. This Agreement may also be amended from time to time by the DepositorSeller, the Company and the Owner Eligible Lender Trustee, with prior written consent of the Swap Counterparty and with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in the Indenture) Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesNotes, 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 CertificateholdersNoteholders; 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 Financed Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates and required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust CertificatesNoteholders. Promptly after the execution of any such amendment or consent, the Owner The Eligible Lender Trustee shall furnish 10 Business Days' prior written notification of the substance of any such amendment or consent to each Certificateholder, the Indenture Trustee and Trustee, each of the Rating AgenciesAgencies and the Swap Counterparty. It shall not be necessary for the consent of Certificateholders, 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 Eligible Lender Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Eligible Lender Trustee shall cause the filing of such amendment with the Secretary of StateState of the State of Delaware. The Eligible Lender Trustee shall furnish the Rating Agencies and the Swap Counterparty with ten Business Days' prior written notice of any amendment to the Certificate of Trust. 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. The Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Eligible Lender Trustee'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 Trust Agreement may be amended by the Depositor, the Company Sponsor and the Owner Trustee, with prior written notice to the Rating Agencies, Delaware Trustee without the consent of any of the Noteholders Holders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Trust Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Trust Agreement or of modifying in any manner the rights of the Noteholders Holders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion opinion of Counselcounsel, adversely affect in any material respect the interests of any Noteholder Holder or Certificateholder. This Trust Agreement may also be amended from time to time by the Depositor, the Company Sponsor and the Owner Trustee, with prior written notice to the Rating Agencies, Delaware Trustee (a) with the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount aggregate outstanding principal balance of the Notes and (b) with the consent of the Holders Certificateholders of Trust Certificates evidencing not less than a majority of the aggregate Percentage Interests evidenced by the Trust CertificatesInterests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Noteholders Holders or the Certificateholders; provided, however, that no such amendment shall (ai) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Financed Student Loans or distributions that shall be required to be made for the benefit of the Noteholders Holders or the Certificateholders or (bii) reduce the aforesaid percentage of the Outstanding Amount aggregate outstanding amount of the Notes or of and the Percentage Interests evidenced by the Trust Interest of Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Holders and Trust CertificatesCertificateholders. Promptly after the execution of any such amendment or consent, the Owner Delaware Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, Certificateholder and the Indenture Trustee and each of the Rating AgenciesTrustee. It shall not be necessary for the consent of Certificateholders, Noteholders the Certificateholders or the Indenture Trustee Holders, as the case may be, 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 Trust 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 Delaware 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 TrustTrust Agreement, the Owner Delaware Trustee shall be entitled to receive and rely upon an Opinion opinion of Counsel counsel stating that the execution of such amendment is authorized or permitted by this AgreementTrust Agreement and that all conditions precedent thereto have been met. The Owner Delaware Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Delaware Trustee's own rights, duties or immunities under this Trust 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, the Company Depositor and the Owner Trustee, with prior written notice to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Certificateholder; provided, further, that such amendment shall not be deemed to adversely affect in any material respect the interest of any Noteholder or Certificateholder if the person requesting such amendment obtains a letter from the Rating Agencies stating that the amendment would not result in the downgrade or withdrawal of the ratings then assigned to the Notes and Trust Certificates. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the each Rating AgenciesAgency, with the consent of the Holders (as defined in the Indenture) of the Controlling Class of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the aggregate Certificate Percentage Interests evidenced by the Trust CertificatesInterest, 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, 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Certificate Percentage Interests evidenced by the Trust Certificates Interest required to consent to any such amendment, without the consent of the Holders of all the then-outstanding Notes and Trust 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 each Certificateholder, the Indenture Trustee and each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment 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 Trust 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 Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Company Seller and the Owner Trustee, Trustee with prior written notice to the Rating AgenciesAgencies and the Indenture Trustee and with the consent of the Insurer (which consent shall not be unreasonably withheld), but without the consent of any of the Noteholders Noteholders, the Transferor or the CertificateholdersIndenture 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 CertificateholdersTransferor; 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 Noteholder, the Transferor or Certificateholderthe Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder, the Transferor or the Insurer if (i) an Opinion of Counsel is obtained to such effect, (ii) 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 Company Seller and the Owner Trustee, with the prior written notice to consent of the Rating Agencies, with the consent Insurer and the Indenture Trustee, the Noteholders evidencing more than 50% of the Holders (as defined Percentage Interests in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesTransferor, 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 CertificateholdersTransferor; 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 Certificateholders Transferor or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and Trust CertificatesNotes. The Depositor shall join in any such amendment approved as provided in the preceding sentence so long as such amendment is not adverse to the interests of the Depositor. Promptly after the execution of any such amendment or consentamendment, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholderthe Indenture Trustee, the Indenture Trustee Insurer and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Transferor, the Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consentamendment, 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 the Transferor provided for in this Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by Certificateholders the Transferor and the 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 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 AgreementAgreement and that all conditions precedent to such execution and delivery have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholdersSwap Counterparties, 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 CertificateholdersSwap Counterparties; 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 Certificateholderthe Swap Counterparties. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in the Indenture) of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesNotes, 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 CertificateholdersNoteholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Noteholders. This Agreement may also be amended from time to time by the Depositor and Trust Certificatesthe Trustee, with prior written notice to the Rating Agencies, with the consent of the Swap Counterparty or the Cap Counterparty for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Swap Counterparty or the Cap Counterparty, respectively, if in the Opinion of Counsel such amendment materially adversely affects the interests of the Swap Counterparty or the Cap Counterparties, respectively. 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 each Certificateholderthe holder of the Excess Distribution Certificate, the Indenture Trustee Trustee, the Swap Counterparties and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Noteholders, Noteholders the Indenture Trustee, or the Indenture Trustee Swap Counterparties 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 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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, the Company and the Owner Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholdersNoteholders, 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 CertificateholdersNoteholders; 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 CertificateholderNoteholder. This Agreement may also be amended from time to time by the Depositor, the Company and the Owner Eligible Lender Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in the Indenture) Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesNotes, 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 CertificateholdersNoteholders; 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 Financed Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates and required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust CertificatesNoteholders. Promptly after the execution of any such amendment or consent, the Owner The Eligible Lender Trustee shall furnish 10 Business Days' prior written notification of the substance of any such amendment or consent to each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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 Eligible Lender Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Eligible Lender Trustee shall cause the filing of such amendment with the Secretary of StateState of the State of Delaware. The Eligible Lender Trustee shall furnish the Rating Agencies with 10 Business Days' prior written notice of any amendment to the Certificate of Trust. 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. The Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Eligible Lender Trustee'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, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholdersCertificateholder, 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 CertificateholdersCertificateholder; 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. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, 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 Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates, 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 CertificateholdersCertificateholder; 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 Certificateholders Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust 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 and Trust Certificatesthe 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 each the Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe 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. The manner of obtaining such consents (and any other consents of Certificateholders the Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders 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 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 AgreementAgreement and that all conditions precedent have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in of the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes (excluding for such purpose Notes owned by NARC, NMAC or any of their Affiliates unless at such time all Notes are then owned by NARC, NMAC and their Affiliates) or if all of the consent of Notes have been paid in full, the Holders of Trust the Certificates evidencing not less than a majority of the Percentage Interests evidenced Certificate Balance (excluding for such purpose Certificates owned by the Trust CertificatesNARC, NMAC or any of their Affiliates unless at such time all Certificates are then owned by NARC, NMAC and 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 Certificateholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by the Trust Certificates Certificate Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding affected Notes and Trust 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee'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, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of the Indenture Trustee, any of the Noteholders or the CertificateholdersCertificateholder, 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 CertificateholdersCertificateholder; 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 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 Depositor shall deliver written notice of such amendments to each Rating Agency prior to the execution of any Noteholder or Certificateholdersuch amendment. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, with the prior written 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 Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates, 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 CertificateholdersCertificateholder; 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 Collateral Certificate or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders Certificateholder, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Notes, the Holders of the Percentage Interests evidenced by the Trust Certificates which are required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust 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 each the Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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 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 AgreementAgreement and that all conditions precedent to the execution of such amendment have been met. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which 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, the Company 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 CertificateholdersCertificateholder, 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 CertificateholdersCertificateholder; 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 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 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 Depositor shall deliver written notice of such amendments to each Note Rating Agency prior to the execution of any Noteholder or Certificateholdersuch amendment. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Note Rating Agencies, with the prior written 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 Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates, 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 CertificateholdersCertificateholder; 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 Certificateholders Certificateholder, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Notes, the Holders of the Percentage Interests evidenced by the Trust Certificates which are required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust 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 each the Certificateholder, the Indenture Trustee and each of the Note Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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, the Company 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 Certificateholders, 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 Certificateholders; 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 Depositor, the Company Depositor and the Owner Eligible Lender Trustee, with prior written notice to the Rating Agencies, with the consent of (i) the Holders (as defined in the Indenture) Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and (ii) the consent Certificateholders of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesCertificate 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 Certificateholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by the Trust Certificates Certificate Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Noteholders and Trust CertificatesCertificateholders. 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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 Eligible Lender 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 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. The Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Eligible Lender Trustee'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 from time to time by the Depositor, the Company Company, the Bank and the Owner Trustee, with prior written notice to the Rating Agencies, with the prior written consent of the Insurer, and without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Depositor, the Company Company, the Bank and the Owner Trustee, with prior written notice to the Rating Agencies, with the prior written consent of the Holders (as defined in Insurer, and with the Indenture) consent of the holders of Notes evidencing not less than a majority of the Outstanding Amount outstanding principal amount of the Notes and the consent of the Holders of Trust Certificates Certificateholders evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesCertificate 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 Certificateholders; 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 Auto Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders Certificateholders; or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendmentamendment to less than the percentage contemplated by the definition of Majority Noteholders, without the consent of the Holders of all the outstanding Notes and Trust CertificatesNotes. 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 each Certificateholder, the Indenture Trustee Trustee, the Insurer and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, Noteholders the Certificateholders or the Indenture Trustee Noteholders 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 Transaction 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 TrustAgreement, the Owner Trustee and the Insurer 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee's own rights, benefits, duties or immunities under this Agreement or otherwise. Notwithstanding any other provision herein or elsewhere, no provision, amendment, supplement, waiver, or consent of or with respect to any of the Transaction Documents that affects any right, power, authority, duty, benefit, protection, privilege, immunity, or indemnity of the Owner Trustee or the Bank shall be binding on the Owner Trustee or the Bank unless the Owner Trustee and the Bank shall have expressly consented thereto in writing. In connection with the execution of any amendment to this Trust Agreement or any amendment of any other agreement to which the Issuer Trust or the Owner Trustee is a party, the Owner Trustee and the Insurer 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 Transaction Documents and that all conditions precedent in the Basic Transaction Documents for the execution and delivery thereof by the Issuer Trust or the Owner Trustee, as the case may be, have been satisfied. The Owner Trustee shall comply with Article XI of the Indenture with respect to the amendments, modifications, supplements, terminations and surrenders referred to therein.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Company Administrator and the Owner Trustee, with the consent of the Holder and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholdersIndenture 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 CertificateholdersHolder; 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 Certificateholderthe Holder or adversely affect the tax status of the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or the Holder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be 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, the Company Administrator and the Owner Trustee, with the prior written notice to consent of the Rating Agencies, Agencies and with the prior written consent of the Indenture Trustee, the Holders (as defined in the Indenture) of Notes evidencing not less more than a majority 66 2/3% of the Outstanding Amount Balance of the Notes Notes, and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesHolder, 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 CertificateholdersHolder; 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 that shall be required to be made for the benefit of the Noteholders or the Certificateholders Holder or (b) reduce the aforesaid percentage of the Outstanding Amount Balance of the Notes required to consent to or of to waive the Percentage Interests evidenced by requirement for the Trust Certificates required Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the Holders holders of all the outstanding Notes and Trust Certificatesthe Holder. Notwithstanding the foregoing, 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 shall furnish written notification of the substance of such amendment or consent to each Certificateholderthe Holder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Holder, 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 Certificateholders the Holder provided for in this Agreement or in any other Basic DocumentOperative Agreement) and of evidencing the authorization of the execution thereof by Certificateholders the Holder 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 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. The Neither the Owner Trustee may, but nor the Administrator shall not be obligated to, to enter into any such amendment that which affects the Owner Trustee's ’s or Administrator’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, the Company Depositor and the Owner Trustee, with prior written notice to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Certificateholder. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the each Rating AgenciesAgency, 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 Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by in the Trust Certificates, 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, 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by in the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the then-outstanding Notes and Trust 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 each Certificateholder, the Indenture Trustee and each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, 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 AgreementAgreement and that all conditions precedent (if any) to such amendment specified in this Agreement have been met. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee'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, the Company Depositor and the Owner Trustee, with prior written notice to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion the satisfaction of Counselthe Rating Agency Condition with respect to such amendment, materially and adversely affect in any material respect the interests of any Noteholder or Certificateholder; provided, further, that such amendment shall not be deemed to adversely affect in any material respect the interest of any Noteholder or Certificateholder if the person requesting such amendment obtains a letter from the Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the ratings then assigned to the Notes and Trust Certificates. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the each Rating AgenciesAgency, with the consent of the Holders (as defined in the Indenture) of the Controlling Class of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Certificate Percentage Interests evidenced by the Trust CertificatesInterests, 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, that no such amendment shall (a) increase reduce the interest rate or reduce in principal amount of any manner the amount of, Note or accelerate Certificate or delay the timing of, collections Stated Maturity Date of payments on Receivables or distributions that shall be required to be made for any Note without the benefit consent of the Noteholders or the Certificateholders Holder of such Note or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Certificate Percentage Interests evidenced by the Trust Certificates Interest required to consent to any such amendment, without the consent of the Holders of all the then-outstanding Notes and Trust Certificates. This Agreement may be amended by the Depositor and the Owner Trustee to modify the provisions of Section 3 to change the permitted purposes and powers of the Trust; provided, however, that (i) the Indenture Trustee shall receive an Opinion of Counsel stating that such amendment will not have a material adverse effect on any Noteholder and (ii) such amendment shall not, as evidenced by the satisfaction of the Rating Agency Condition with respect to such amendment, materially and adversely affect in any material respect the interests of any Noteholder or Certificateholder. 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 each Certificateholder, the Indenture Trustee and each of the Rating AgenciesAgency. (2006-B Amended and Restated Trust Agreement) 32 It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment 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 Trust 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 Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Company Depositors and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; provided, however, provided that such action shall not, as evidenced by an Opinion of Counsel, materially adversely affect in any material respect the interests of any Noteholder or Certificateholder; provided, further, that the Depositors shall deliver written notice of such amendments to each Rating Agency prior to the execution of any such amendment. This Agreement may also be amended from time to time by the Depositor, the Company Depositors and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in the Indenture) of Notes evidencing Noteholders representing not less than a majority of the Outstanding Amount of the Notes and and, to the extent affected thereby, the consent of the Holders of Trust Certificates evidencing Certificateholders representing not less than a majority of the Percentage Interests evidenced by the Trust Certificates, Certificate 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 Certificateholders; 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 the Receivables or distributions that shall be required to be made for the benefit of the Noteholders any Noteholder or the Certificateholders any Certificateholder, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by the Trust Certificates Certificate Interest required to consent to any such amendment, amendment without the consent of the Holders Noteholders or the Certificateholders representing 100% of all the outstanding Outstanding Amount of the Notes and Trust Certificatesor the Certificateholders representing 100% of the Certificate Interest, as the case may be. 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, Noteholders Certificateholders or the Indenture Trustee Noteholders 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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 DepositorEligible Lender Trustee, the Company Delaware Trustee and the Owner Indenture Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or and the CertificateholdersCurrency Swap 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 or the CertificateholdersNoteholders; 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 Certificateholderand the Currency Swap Counterparty. This Agreement may also be amended from time to time by the DepositorEligible Lender Trustee, the Company Delaware Trustee and the Owner Indenture Trustee, with prior written notice to the Rating Agencies, with the consent of (i) the Holders (as defined in the Indenture) of Notes Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the consent of the Holders of Trust Certificates Class B Noteholders evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesClass 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 Certificateholderscase 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the any class of Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust CertificatesNoteholders 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 each the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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 Eligible Lender 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 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 AgreementAgreement 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 that which affects the Owner Eligible Lender Trustee's ’s or Delaware Trustee’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, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, Trustee without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; providedCertificateholders;provided, however, that such action suchaction shall not, as evidenced by an Opinion opinion of Counselcounsel, 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 Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, Trustee (i) with the consent of the Holders (as defined in the Indenture) Noteholders of Notes evidencing not less than a majority of the Outstanding Amount aggregate outstanding principal balance of the Notes and (ii) with the consent of the Holders Certificateholders of Trust Certificates evidencing not less than a majority of the aggregate Percentage Interests evidenced by the Trust CertificatesInterests, 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, 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 Financed Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount aggregate outstanding amount of the Notes or of and the Percentage Interests evidenced by the Trust Interest of Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Noteholders and Trust CertificatesCertificateholders. 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 each Certificateholder, Certificateholder and the Indenture Trustee and each of the Rating AgenciesTrustee. It shall not be necessary for the consent of Certificateholders, Noteholders the Certificateholders or the Indenture Trustee Noteholders, as the case may be, 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 TrustAgreement, the Owner Trustee shall be entitled to receive and rely upon an Opinion opinion of Counsel counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee's ’s own rights, duties or immunities under this Agreement or otherwise. In connection The Depositor shall provide the Rating Agencies with the execution prior written notice 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 satisfiedAgreement.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 any Certificateholder. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in of the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes (excluding for such purpose Notes owned by NARC II, NMAC or any of their Affiliates unless at such time all Notes are then owned by NARC II, NMAC and their Affiliates) or if all of the consent of Notes have been paid in full, the Holders of Trust the Certificates evidencing not less than a majority of the Percentage Interests evidenced Certificate Balance (excluding for such purpose Certificates owned by the Trust CertificatesNARC II, NMAC or any of their Affiliates unless at such time all Certificates are then owned by NARC II, NMAC and 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 Certificateholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by the Trust Certificates Certificate Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding affected Notes and Trust 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 each Certificateholder, the Indenture Trustee and 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, 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. (Nissan 2009-1 Amended & Restated Trust Agreement) 30 It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which 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 from time to time by the Depositor, the Company a written amendment duly executed and delivered by RFS Holding and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholdersHolders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or 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 CertificateholdersHolders; provided, however, that (i) such action shall not, not as evidenced by an Opinion Officer’s Certificate of CounselRFS Holding, adversely affect in any material respect the interests of any Noteholder the Holders or Certificateholder. This Agreement may also be amended from time to time by the Depositor, the Company Noteholders and the Owner Trustee, with prior written notice to (ii) the Rating Agencies, with Agency Condition shall have been satisfied. Without 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 Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificatesall Noteholders, 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, 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 are required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount Principal Balance of the Notes or Notes, the holders of the Percentage Interests evidenced by the Trust Certificates which are required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust Certificates. Promptly after the execution of any such amendment or consent, the Owner Trustee RFS Holding shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee and each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, Noteholders or the Indenture Trustee Holders 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 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 StateState of the State of Delaware. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner The 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 RFS Holding to the effect that the execution of such conditions to amendment is authorized or permitted by this Agreementhave been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment 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, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 any Certificateholder. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in of the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes (excluding for such purpose Notes owned by NARC II, NMAC or any of their Affiliates unless at such time all Notes are then owned by NARC II, NMAC and their Affiliates) or if all of the consent of Notes have been paid in full, the Holders of Trust the Certificates evidencing not less than a majority of the Percentage Interests evidenced Certificate Balance (excluding for such purpose Certificates owned by the Trust CertificatesNARC II, NMAC or any of their Affiliates unless at such time all Certificates are then owned by NARC II, NMAC and 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 Certificateholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by the Trust Certificates Certificate Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding affected Notes and Trust 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 each Certificateholder, the Indenture Trustee and 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, 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 Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which 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, the Company and the Owner Trustee[, with the prior consent of the Securities Insurer] and with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders or the CertificateholdersOwners 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 Certificateholders; Owners provided, -------- however, that such action shall notnot adversely affect in any material respect the ------- interests of any Noteholder or Owner[, as evidenced by an Opinion of Counselor, without its consent, the Paying Agent]. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or CertificateholderOwner if (i) an opinion of counsel is obtained to such effect, and (ii) 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 Company and the Owner Trustee, with the prior written notice to consent of the Rating Agencies[, the Securities Insurer] and with the prior written consent of the Indenture Trustee, the Holders (as defined in the Indenture) of Notes evidencing not less more than a majority 50% of the Outstanding Amount of the Notes and the consent of Majority Residual Interestholders, [and if affected thereby, the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates, Paying Agent,] 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 CertificateholdersOwners; 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 Assets or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the Holders holders of all the outstanding Notes Notes, and Trust in the case of clause (b) without the consent of the holders of all the outstanding Residual Interest 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 each Certificateholder, the Indenture Trustee Trustee[, the Securities Insurer] and each of the Rating Agencies. It shall not be necessary for the consent of CertificateholdersOwners, 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 Owners 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in of the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes (excluding for such purpose Notes owned by NARC II, NMAC or any of their Affiliates unless at such time all Notes are then owned by NARC II, NMAC and their Affiliates) or if all of the consent of Notes have been paid in full, the Holders of Trust the Certificates evidencing not less than a majority of the Percentage Interests evidenced Certificate Balance (excluding for such purpose Certificates owned by the Trust CertificatesNARC II, NMAC or any of their Affiliates unless at such time all Certificates are then owned by NARC II, NMAC and 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 Certificateholders; 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 (Nissan 2003-A Amended & Restated Trust Agreement) the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by the Trust Certificates Certificate Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding affected Notes and Trust 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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, the Company and the Owner Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 CertificateholdersCertificateholders or in connection with a merger or consolidation of the Depositor in a transaction permitted under the Basic Documents; 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 Depositor, the Company and the Owner Eligible Lender Trustee, with prior written notice to the Rating Agencies, (i) with the consent of the Holders (as defined in the Indenture) Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and (ii) the consent Certificateholders of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesCertificate 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 Certificateholders; 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 Financed Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by the Trust Certificates Certificate Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Noteholders and Trust CertificatesCertificateholders. Promptly after the execution of any such amendment or consent, the Owner The Eligible Lender Trustee shall furnish 10 Business Days' prior written notification of the substance of any such amendment or consent to each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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 Eligible Lender Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Eligible Lender Trustee shall cause the filing of such amendment with the Secretary of StateState of the State of Delaware. The Eligible Lender Trustee shall furnish the Rating Agencies with 10 Business Days' prior written notice of any amendment to the Certificate of Trust. 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. The Owner Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Eligible Lender Trustee'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 DepositorEligible Lender Trustee, the Company Delaware Trustee and the Owner Indenture Trustee, with prior written notice to the Rating AgenciesAgencies then rating the Notes, without the consent of any of the Noteholders or the CertificateholdersNoteholders, 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 CertificateholdersNoteholders; 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 CertificateholderNoteholder. This Agreement may also be amended from time to time by the DepositorEligible Lender Trustee, the Company Delaware Trustee and the Owner Indenture Trustee, with prior written notice to the Rating AgenciesAgencies then rating the Notes, with the consent of (i) the Holders (as defined in the Indenture) of Notes Class A Noteholders evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the consent of the Holders of Trust Certificates Class B Noteholders evidencing not less than a majority of the Percentage Interests evidenced by Outstanding Amount of the Trust CertificatesClass 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 Certificateholderscase 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of any class of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of all of the Holders Noteholders representing 100% of all the outstanding Notes and Trust CertificatesOutstanding 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 each the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating AgenciesAgencies then rating the Notes. It shall not be necessary for the consent of Certificateholders, 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 Eligible Lender 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 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 AgreementAgreement 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 that which affects the Owner Eligible Lender Trustee's ’s or Delaware Trustee’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, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Certificateholder. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in of the Indenture) Controlling Class of Notes evidencing not less than a majority of the Outstanding Amount of such Class (excluding for such purpose Notes owned by NARC, NMAC or any of their Affiliates) or if all of the Notes and the consent of have been paid in full, the Holders of Trust the Controlling Class of Certificates evidencing not less than a majority of the Percentage Interests evidenced Certificate Balance of such Class (excluding for such purpose Certificates owned by the Trust CertificatesNARC, NMAC 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 Certificateholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by the Trust Certificates Certificate Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding affected Notes and Trust 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in of the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes (excluding for such purpose Notes owned by NARC II, NMAC or any of their Affiliates unless at such time all Notes are then owned by NARC II, NMAC and their Affiliates) or if all of the consent of Notes have been paid in full, the Holders of Trust the Certificates evidencing not less than a majority of the Percentage Interests evidenced Certificate Balance (excluding for such purpose Certificates owned by the Trust CertificatesNARC II, NMAC or any of their Affiliates unless at such time all Certificates are then owned by NARC II, NMAC and 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 Certificateholders; 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 (Nissan 2003-B Amended & Restated Trust Agreement) the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by the Trust Certificates Certificate Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding affected Notes and Trust 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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, the Company HFC and the Owner Trustee, Trustee with prior written notice to the Rating AgenciesAgencies and the Indenture Trustee, but without the consent of any of the Noteholders Noteholders, the Class A-1 Note Insurer, the Transferor or the CertificateholdersIndenture 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 Noteholders, the Class A-1 Note Insurer, or the CertificateholdersTransferor; provided, however, that such action shall not, as evidenced by an Opinion of CounselCounsel or satisfaction of the Rating Agency Condition, adversely affect in any material respect the interests of the Indenture Trustee, any Noteholder Noteholder, the Class A-1 Note Insurer, or Certificateholderthe Transferor. This Agreement may also be amended from time to time by the Depositor, the Company HFC and the Owner Trustee, with the prior written notice to consent of the Rating Agencies, with the consent of Indenture Trustee, the Holders (as defined in Majority Noteholder, the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the Notes Class A-1 Note Insurer, and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesTransferor, 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 CertificateholdersTransferor; 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 Certificateholders Transferor or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders holders of all the outstanding Notes and Trust CertificatesNotes. The Depositor shall join in any such amendment approved as provided in the preceding sentence so long as such amendment is not adverse to the interests of the Depositor. Promptly after the execution of any such amendment or consentamendment, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Transferor, the Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consentamendment, 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 the Transferor provided for in this Agreement or in any other Basic Transaction Document) and of evidencing the authorization of the execution thereof by Certificateholders the Transferor and the 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 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 AgreementAgreement and that all conditions precedent to such execution and delivery have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any the Owners, but with the prior written consent of the Noteholders or the CertificateholdersLender, 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 Lender or the Certificateholders; 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 Owner or Certificateholderthe Lender. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Owner or the Lender if an opinion of counsel acceptable to the Lender in its sole discretion is obtained to such effect. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with the prior written notice to the Rating Agencies, 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 Lender and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesMajority Certificateholders, 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 Lender or the CertificateholdersOwners; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, in either case without the consent of the Lender and in the case of clause (b) without the consent of the Holders of all the outstanding Notes and Trust Certificates. Promptly after Prior to the execution of any amendment or consent pursuant to this Section 11.1, the Person seeking such amendment or consent, the Owner Trustee consent shall furnish written notification of the substance of such amendment or consent to each Certificateholder, Certificateholder and the Indenture Trustee and each of the Rating AgenciesLender. It shall not be necessary for the consent of Certificateholders, Noteholders or the Indenture Trustee Owners pursuant to this Section 11.1 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 Certificateholders Owners 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 opinion of Counsel counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and that all conditions precedent have been met. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which affects the Owner Trustee'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, the Company Initial Beneficial Holder and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Depositor, the Company Initial Beneficial Holder and the Owner Trustee, with prior written notice to the Rating Agencies, 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 and, to the extent affected thereby, the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates, 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 Certificateholders; 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 Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Percentage Interests evidenced by the Trust Certificates [Current Principal Amount] required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Trust Holders of all 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 each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section 11.1 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 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 AgreementAgreement 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 that which 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 from time to time, by the Depositor, the Company a written amendment duly executed and the delivered by Transferor and Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders or the CertificateholdersNoteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such amendment will not, as evidenced by an Opinion of Counsel of Transferor addressed and delivered to Owner Trustee and Indenture Trustee, materially and adversely affect the interest of any Noteholder. In addition, this Agreement may be amended from time to time, by a written amendment duly executed and delivered by Transferor and Owner Trustee, without the consent of any of the Noteholders, and upon satisfaction of the Rating Agency Condition, 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 CertificateholdersNoteholders; provided, however, that such action amendment will not (i) as evidenced by an Opinion of Counsel delivered to Owner Trustee and Indenture Trustee, materially and adversely affect the interests of the Noteholders of any outstanding Series, which Opinion of Counsel may rely as to any rated Series solely on the rating confirmation referred to in clause (iii) below (or 100% of the Class of Noteholders so affected shall nothave consented), (ii) as evidenced by an Opinion of Counsel, adversely affect in cause any outstanding Series as to which an opinion that it was debt was given on its Closing Date to fail to qualify as debt for Federal income tax purposes, cause the Trust to be characterized for Federal income tax purposes as an association taxable as a corporation or otherwise have any material respect adverse impact on the interests Federal income tax characterization of any outstanding Series of Notes or the Federal income taxation of any Noteholder or Certificateholderany Note Owner and (iii) the Rating Agency Condition shall have been satisfied; and, provided further, that such amendment shall not effect a significant change in the Permitted Activities of the Trust or reduce in any manner the amount of, or delay the timing of, or change the priority of, distributions which are required to be made on any Note of such Series without the consent of the related Noteholder or change the definition of or the manner of calculating the interest of any Note of such Series without the consent of the related Noteholder or reduce the required percentage for consents to amendments pursuant to this Section 10.1 without the consent of each affected Noteholder. This Agreement may also be amended from time to time by the Depositor, the Company a written amendment duly executed and the delivered by Transferor and Owner Trustee, with prior written notice to the Rating Agencies, with the consent of Indenture Trustee and the Holders (as defined in the Indenture) of Notes evidencing not less than a majority 66 2/3% of the Outstanding Invested Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesNotes, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall (ai) 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 which are required to be made for on any Note of such Series without the benefit consent of the related Noteholders, (ii) change the definition of or the manner of calculating the Invested Amount, the Invested Percentage, the applicable available amount under any Enhancement or the Investor Default Amount of such Series without the consent of the related Noteholders or the Certificateholders or (biii) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders related Noteholders. Any amendment pursuant to this Section 10.1 shall require that each Rating Agency rating the affected Series confirm that such amendment will not cause a reduction or withdrawal of all the rating of any outstanding Notes and Trust CertificatesSeries of Notes. 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 each Certificateholder, the Indenture Trustee and each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, the Noteholders 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 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 StateState of the State of Delaware. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, 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 Transferor to the effect that the execution of such conditions to amendment is authorized or permitted by this Agreementhave been satisfied. The Owner Trustee may, but shall not be obligated to, enter into into, and unless it has consented thereto in writing shall not be bound by, any such amendment that which affects the Owner Trustee's own rights, duties duties, benefits, protections, privileges or immunities (as such or in its individual capacity) 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, the Company Depositor and the Owner Trustee, with prior written notice to the each Rating AgenciesAgency, without the consent of any of the Noteholders or the Certificateholders, 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 Certificateholders; 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 Certificateholder; provided, further, that such amendment shall not be deemed to adversely affect in any material respect the interest of any Noteholder or Certificateholder if the person requesting such amendment obtains a letter from the Rating Agencies stating that the amendment would not result in the downgrading withdrawal of the ratings then assigned to the Notes and Trust Certificates. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the each Rating AgenciesAgency, with the consent of the Holders (as defined in the Indenture) of the Controlling Class of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Certificate Percentage Interests evidenced by the Trust CertificatesInterests, 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, 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of and the Certificate Percentage Interests evidenced by the Trust Certificates Interest required to consent to any such amendment, without the consent of the Holders of all the then-outstanding Notes and Trust 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 each Certificateholder, the Indenture Trustee and each of the Rating AgenciesAgency. It shall not be necessary for the consent of Certificateholders, 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee'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 Trust 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 Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders Noteholders, the Swap Counterparties or the CertificateholdersCap 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 Swap Counterparties or the CertificateholdersCap Counterparty; 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, the Swap Counterparties or Certificateholderthe Cap Counterparty. This Agreement may also be amended from time to time by the Depositor, the Company Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in the Indenture) of Notes Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust CertificatesNotes, 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 CertificateholdersNoteholders; 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 Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes Noteholders. This Agreement may also be amended from time to time by the Depositor and Trust Certificatesthe Trustee, with prior written notice to the Rating Agencies, with the consent of the Swap Counterparties or the Cap Counterparty for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Swap Counterparties or the Cap Counterparty, respectively, if in the Opinion of Counsel such amendment materially adversely affects the interests of the Swap Counterparties or the Cap Counterparty, respectively. 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 each Certificateholderthe holder of the Excess Distribution Certificate, the Indenture Trustee Trustee, the Swap Counterparties, the Cap Counterparty and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholdersthe Noteholders, Noteholders the Indenture Trustee, the Swap Counterparties or the Indenture Trustee Cap Counterparty 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 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. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that which 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.