Common use of Supplements and Amendments Clause in Contracts

Supplements and Amendments. This Agreement may be amended by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Center Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Center Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Center Funding 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 Town Hall Center Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Center Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall VL Funding and the Town Hall VL Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall VL Funding and the Town Hall VL Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall VL Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall VL Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall VL Funding 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 Town Hall VL Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall VL Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Bluemont Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Bluemont Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Bluemont Funding 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 Town Hall Bluemont Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Bluemont Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Interim Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 any Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Interim Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This The Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any holders of Warrant Certificates in order to cure any ambiguity or to correct or supplement any provision contained herein which is defective or inconsistent with any other provision herein, or to make any other provisions in regard to matters or questions arising hereunder which the Company and the Warrant Agent may deem necessary or desirable and which do not in any way adversely affect the interests of the holders of Warrant Certificates theretofore issued. Upon the delivery of a certificate from an appropriate officer of the Company that states that the proposed supplement or amendment is in compliance with the terms of this Section 18, the Warrant Agent shall execute such supplement or amendment. Notwithstanding anything in this Agreement to the contrary, the prior written consent of the Warrant Agent must be obtained in connection with any supplement or amendment that alters the rights or duties of the Warrant Agent. The Company and the Warrant Agent may amend any provision herein with the consent of the holders of Warrants exercisable for a majority of the Warrant Shares issuable on exercise of all outstanding Warrants; provided that any amendment affecting the Public Warrants must be approved by the holders of a majority of the Public Warrants. Without limiting the generality of the foregoing, prior to the issuance of any Public Warrants, this Agreement (including the exhibits hereto) may be amended by Town Hall Funding the Company and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesWarrant Agent, without the consent of any holder of Placement Warrants, to modify in any way or provide for the terms of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwisePublic Warrants.

Supplements and Amendments. This Agreement may be amended by Town Hall VL Funding and the Town Hall VL Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 any Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall VL Funding and the Town Hall VL Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall VL Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall VL Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall VL Funding 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 Town Hall VL Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall VL Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Blue Ridge Funding and the Town Hall Blue Ridge Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 any Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Blue Ridge Funding and the Town Hall Blue Ridge Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Blue Ridge Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Blue Ridge Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Blue Ridge Funding 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 Town Hall Blue Ridge Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Blue Ridge Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any the Excess Distribution CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 the Excess Distribution CertificateholderCertificateholders. This Agreement may also be amended from time to time by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall VG Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall VG Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall VG Funding 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 Town Hall VG Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall VG Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 the Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 the Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Bluemont Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Bluemont Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Bluemont Funding 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 Town Hall Bluemont Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Bluemont Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Interim Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 the Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Center Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Center Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Center Funding 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 Town Hall Center Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Center Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall SLM National Funding and the Town Hall SLM National Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall SLM National Funding and the Town Hall SLM National Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall SLM National Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall SLM National Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall SLM National Funding 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 Town Hall SLM National Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall SLM National Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 the Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall VG Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall VG Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall VG Funding 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 Town Hall VG Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall VG Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or Noteholders, any Excess Distribution CertificateholderCertificateholders or any 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; 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 Excess Distribution Certificateholders or any Excess Distribution CertificateholderSwap Counterparty. This Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to each Swap Counterparty and the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Notwithstanding the foregoing, this Agreement may not be amended without the prior consent of a Swap Counterparty if such amendment would adversely affect, in any respect, the rights or interests of such Swap Counterparty. Promptly after the execution of any such amendment or consent, the Town Hall Funding Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder 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 of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Interim Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders Noteholders, the Excess Distribution Certificateholders or any Excess Distribution CertificateholderSwap Counterparty, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution Certificateholders or any Excess Distribution CertificateholderSwap Counterparty. This Agreement may also be amended from time to time by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to each Swap Counterparty and the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Notwithstanding the foregoing, this Agreement may not be amended without the prior consent of a Swap Counterparty if such amendment would adversely affect, in any material respect, the rights or interests of such Swap Counterparty. Promptly after the execution of any such amendment or consent, the Town Hall VG Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder 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 of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall VG Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall VG Funding 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 Town Hall VG Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall VG Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Eligible Lender Interim Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Eligible Lender Interim Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Interim Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Interim Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding Eligible Lender Interim 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 Town Hall Funding Eligible Lender Interim Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender Interim Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any the Excess Distribution CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 the Excess Distribution CertificateholderCertificateholders. This Agreement may also be amended from time to time by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall VG Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall VG Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall VG Funding 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 Town Hall VG Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall VG Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders Noteholders, the Excess Distribution Certificateholders or any Excess Distribution CertificateholderSwap Counterparty, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution Certificateholders, or any Excess Distribution CertificateholderSwap Counterparty. This Agreement may also be amended from time to time by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Notwithstanding the foregoing, this Agreement may not be amended without the prior consent of a Swap Counterparty if such amendment would adversely affect, in any material respect, the rights or interests of such Swap Counterparty. Promptly after the execution of any such amendment or consent, the Town Hall VG Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder 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 of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall VG Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall VG Funding 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 Town Hall VG Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall VG Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended from time to time, including in connection with the execution of additional indentures, by Town Hall Funding a written amendment duly executed and delivered by the Beneficiary and the Town Hall Funding Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of the Indenture Trustee or any of the Noteholders or any Excess Distribution CertificateholderNoteholders, upon issuance of an Issuer Tax Opinion and, to cure any ambiguity, to correct or supplement any provisions the extent a Collateral Certificate is included in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any property of the provisions in this AgreementTrust, a Master Trust Tax Opinion, which will not be expenses of the Owner Trustee; provided, however, that such action shall amendment will not, as evidenced by an Opinion Officer’s Certificate of Counseleach Transferor addressed and delivered to the Owner Trustee and the Indenture Trustee, adversely affect be reasonably expected to have an Adverse Effect (as defined in the Indenture) and is not reasonably expected to have an Adverse Effect at any material respect time in the interests future; provided further, however, that such amendment will not significantly change the activities of the Trust. The Owner Trustee will not be responsible for determining whether such amendment to this Agreement will significantly change the activities of the Trust. Additionally, notwithstanding any Noteholder or any Excess Distribution Certificateholder. This provision of this Article XI to the contrary and in addition to the immediately preceding paragraph, this Agreement may also be amended without the consent of the Indenture Trustee or any of the Noteholders, upon delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion and, to the extent a Collateral Certificate is included in the property of the Trust, a Master Trust Tax Opinion, to provide for (i) the establishment of multiple asset pools and the designation of Trust Assets to be included as part of specific asset pools or (ii) those changes necessary for compliance with securities law requirements or banking laws or regulations; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future and (ii) the Note Rating Agency Condition shall have been satisfied with respect to such amendment. Additionally, notwithstanding any other provision of this Section 11.01, this Agreement may be amended from time to time by Town Hall Funding an instrument signed by the Beneficiary and the Town Hall Funding Eligible Lender TrusteeOwner Trustee to modify, with prior written notice eliminate or add to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this AgreementAgreement (i) to facilitate compliance with the FDIC Rule or changes in laws or regulations applicable to the Beneficiary, the Owner Trustee or the transactions described in this Agreement or (ii) to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form SF-3, as amended, under the Securities Act, in each case upon delivery by the Beneficiary to the Indenture Trustee and the Owner Trustee of (x) an Officer’s Certificate of the Beneficiary, dated the date of any such amendment, to the effect that (A) the Beneficiary reasonably believes that such amendment will not have an Adverse Effect or (B) such amendment is required to remain in compliance with the FDIC Rule or any other change of law or regulation which applies to the Beneficiary, the Owner Trustee, the Indenture Trustee or the transactions governed by the Transaction Documents, or such amendment is required to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form SF-3, as amended, under the Securities Act, and (y) an Issuer Tax Opinion with respect to such amendment and, to the extent a Collateral Certificate is included in the property of the Trust, a Master Trust Tax Opinion with respect to such amendment; provided, however, that no such amendment the Beneficiary shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Trustee shall furnish deliver written notification notice of the substance of such the proposed amendment or consent to each Note Rating Agency at least 10 Business Days prior to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution effective date of such amendment (or such shorter period as is authorized or permitted agreed to in writing by this Agreement. The Town Hall Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwiseeach Note Rating Agency).

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholderthe Certificateholders, to cure any ambiguity, to correct or supplement any provisions provision in this Agreement or for the purpose of adding any provisions provision to or changing in any manner or eliminating any of the provisions in this Agreement; provided, however, Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders. Such amendments require: (i) satisfaction of the Rating Agency Condition and (ii) an officer's certificate of the Depositor stating that such action shall not, as evidenced by an Opinion of Counsel, the amendment will not materially and adversely affect in any material respect the interests interest of any Noteholder or any Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority holders of at least 50% of the Outstanding Amount of the NotesControlling Securities (as defined in the Indenture) and the consent of the Certificateholders evidencing not less than a 50% Percentage Interest 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 AgreementAgreement 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 Controlling Securities and the Percentage Interest in the Trust Certificates required to consent to any such amendment, without the consent of the holders of all the outstanding NoteholdersNotes and Certificates affected thereby. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Administrator and the Administrator shall furnish such notice to each Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgency. It shall not be necessary for the consent of the Certificateholders, Noteholders or the Excess Distribution Certificateholder 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 Town Hall Funding Eligible Lender 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 of the State of Delaware. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Town Hall Funding Eligible Lender 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 Town Hall Funding Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Town Hall Funding Eligible Lender Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Agreement or any amendment of any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel or certificate of the Administrator 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 Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution CertificateholderSwap Counterparty, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution CertificateholderSwap Counterparty. This Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to any Swap Counterparty and the Rating Agencies then rating the Notes and Agencies, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. This Agreement may also be amended from time to time by the Depositor and the 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 Town Hall Funding Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder 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 of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Interim Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor, the Securities Administrator and the Town Hall Funding Eligible Lender Owner Trustee, with the consent of the Holders and with prior written notice to the Rating Agencies then rating the NotesAgencies, but without the consent of any of the Noteholders or any Excess Distribution Certificateholderthe Indenture 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 AgreementAgreement or of modifying in any manner the rights of the Noteholders or the Holders or (b) to comply with Regulation AB under Section 6.11 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 any Excess Distribution CertificateholderHolder 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 any 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 Agency 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 Town Hall Funding the Depositor, the Securities Administrator and the Town Hall Funding Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating Agencies then rating the Notes and with the prior written consent of the Noteholders Indenture Trustee, the Holders (as defined in the Indenture) of Notes evidencing not less more than a majority 66⅔% of the Outstanding Amount Balance (as defined in the Indenture) of the Notes, and the consent of Holders of 66⅔% of the Percentage Interest in the Ownership Certificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this AgreementAgreement or of modifying in any manner the rights of the Holders; 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 the Collateral or payments that shall be required to be made for the benefit of the Noteholders or the Holders or (b) reduce the aforesaid percentage of the Outstanding Amount Balance of the Notes and the Percentage Interests of Holders of the Ownership Certificates required to consent to or to waive the requirement for the Holders to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding NoteholdersNotes and Ownership Certificates, respectively. 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 consented 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 Town Hall Funding Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Holders, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Holders, the Noteholders or the Excess Distribution Certificateholder 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 Holders provided for in this Agreement or in any other Operative Agreement) and of evidencing the authorization of the execution thereof by the Holders shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender 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 AgreementAgreement or the Certificate of Trust, the Town Hall Funding Eligible Lender Owner Trustee and the Securities 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 Town Hall Funding Eligible Lender Neither the Owner Trustee may, but nor the Securities Administrator shall not be obligated to, to enter into any such amendment which affects the Town Hall Funding Eligible Lender Owner Trustee’s or Securities Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution Certificateholderthe Interest Rate Cap 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; 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 Excess Distribution Certificateholderthe Interest Rate Cap Counterparty. This Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Interest Rate Cap Counterparty and the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder Interest Rate 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 of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Interim Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Trust and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 any Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding the Trust and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. Interim Trust Agreement – Town Hall Funding 8 It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any the Excess Distribution CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or any the Excess Distribution CertificateholderCertificateholders. This Agreement may also be amended from time to time by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall VG Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall VG Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall VG Funding 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 Town Hall VG Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall VG Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Bluemont Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. Interim Trust Agreement – Bluemont Funding It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Bluemont Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Bluemont Funding 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 Town Hall Bluemont Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Bluemont Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Red Wolf Funding and the Town Hall Red Wolf Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, (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; 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 any Excess Distribution Certificateholder, or (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 Town Hall Red Wolf Funding and the Town Hall Red Wolf Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Red Wolf Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Red Wolf Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Red Wolf Funding 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 Town Hall Red Wolf Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Red Wolf Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution Certificateholderthe Interest Rate Cap 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; 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 Excess Distribution Certificateholderthe Interest Rate Cap Counterparty. This Agreement may also be amended from time to time by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Interest Rate Cap Counterparty and the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall VG Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder Interest Rate 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 of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall VG Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall VG Funding 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 Town Hall VG Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall VG Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Trust Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, Delaware Trustee without the consent of any of the Noteholders Registered Owners or any Excess Distribution Certificateholderthe 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 AgreementTrust Agreement or modifying in any manner the rights of the Registered Owners 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 Registered Owner or any Excess Distribution Certificateholder; provided further that no such opinion of counsel shall be required if a Rating Confirmation has been delivered to the Depositor with respect to such action. This Trust Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and Delaware Trustee (a) with the consent of the Noteholders Registered Owners of Notes evidencing not less than a majority of the Outstanding Amount aggregate outstanding principal balance of the NotesNotes and (b) with the consent of the Certificateholders of Trust Certificates evidencing not less than a majority of the aggregate Percentage Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this AgreementTrust Agreement or of modifying in any manner the rights of the Registered Owners or the Certificateholders; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount aggregate outstanding amount of the Notes and the Percentage Interest of the Trust Certificates required to consent to any such amendment, without the consent of all the outstanding NoteholdersRegistered Owners and Certificateholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Delaware Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder and the Indenture Trustee and each of the Rating Agencies then rating the NotesTrustee. It shall not be necessary for the consent of the Noteholders Certificateholders or the Excess Distribution Certificateholder Registered Owners, 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 Town Hall Funding Eligible Lender Delaware Trustee may prescribe. Prior to the execution of any amendment to this Trust Agreement, the Town Hall Funding Eligible Lender 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 Town Hall Funding Eligible Lender Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender Delaware Trustee’s own rights, duties or immunities under this Trust Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended from time to time, including in connection with the execution of additional indentures, by Town Hall Funding a written amendment duly executed and delivered by the Beneficiary and the Town Hall Funding Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of the Indenture Trustee or any of the Noteholders or any Excess Distribution CertificateholderNoteholders, upon issuance of an Issuer Tax Opinion and, to cure any ambiguity, to correct or supplement any provisions the extent a Collateral Certificate is included in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any property of the provisions in this AgreementTrust, a Master Trust Tax Opinion, which will not be expenses of the Owner Trustee; provided, however, that such action shall amendment will not, as evidenced by an Opinion Officer's Certificate of Counseleach Transferor addressed and delivered to the Owner Trustee and the Indenture Trustee, adversely affect be reasonably expected to have an Adverse Effect (as defined in the Indenture) and is not reasonably expected to have an Adverse Effect at any material respect time in the interests future; provided further, however, that such amendment will not significantly change the activities of the Trust. The Owner Trustee will not be responsible for determining whether such amendment to this Agreement will significantly change the activities of the Trust. Additionally, notwithstanding any Noteholder or any Excess Distribution Certificateholder. This provision of this Article XI to the contrary and in addition to the immediately preceding paragraph, this Agreement may also be amended from time to time by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with without the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to Indenture Trustee or changing in any manner or eliminating any of the provisions Noteholders, upon delivery to the Owner Trustee and the Indenture Trustee of this Agreementan Issuer Tax Opinion and, to the extent a Collateral Certificate is included in the property of the Trust, a Master Trust Tax Opinion, to provide for (i) the establishment of multiple asset pools and the designation of Trust Assets to be included as part of specific asset pools or (ii) those changes necessary for compliance with securities law requirements; provided, however, that no such amendment (i) the Issuer shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent deliver to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Owner Trustee may prescribe. Prior an Officer's Certificate to the execution of any amendment to this Agreement, the Town Hall Funding Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating effect that the execution of Issuer reasonably believes that such amendment will not have an Adverse Effect and is authorized or permitted by this Agreement. The Town Hall Funding Eligible Lender Trustee may, but shall not be obligated to, enter into reasonably expected to have an Adverse Effect at any time in the future and (ii) each Note Rating Agency confirms in writing that such amendment which affects the Town Hall Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwisewill not cause a Ratings Effect.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Interim Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.. Interim Trust Agreement – SLM Funding 8

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Interim Eligible Lender Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall VL Funding and the Town Hall VL Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall VL Funding and the Town Hall VL Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall VL Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall VL Funding Eligible Lender Trustee may prescribe. Interim Trust Agreement – VL Funding Prior to the execution of any amendment to this Agreement, the Town Hall VL Funding 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 Town Hall VL Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall VL Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any the Excess Distribution CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 the Excess Distribution CertificateholderCertificateholders. This Agreement may also be amended from time to time by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall VG Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall VG Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall VG Funding 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 Town Hall VG Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall VG Funding Eligible Lender Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Seller and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution Certificateholderthe 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 AgreementAgreement 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 any Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding the Seller and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and Agencies, with the consent of (i) the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes and (ii) the Certificateholders of Certificates evidencing not less than a majority of the Certificate Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this AgreementAgreement 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 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 and the Certificate Balance required to consent to any such amendment, without the consent of all the outstanding NoteholdersNoteholders and Certificateholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding 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 then rating the NotesAgencies. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Excess Distribution Certificateholder 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 Town Hall Funding Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Interim Eligible Lender Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution CertificateholderNoteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution CertificateholderNoteholder. This Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Interim Eligible Lender Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to Interim Trust Agreement – Town Center Funding 8 or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Center Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Center Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Center Funding 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 Town Hall Center Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Center Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or Noteholders, any Excess Distribution CertificateholderCertificateholder or any 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; 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 Noteholder, any Excess Distribution CertificateholderCertificateholder or any Swap Counterparty. This Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Notwithstanding the foregoing, this Agreement may not be amended without the prior consent of a Swap Counterparty if such amendment would adversely affect, in any material respect, the rights or interests of that Swap Counterparty. Promptly after the execution of any such amendment or consent, the Town Hall Funding Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or Noteholders, the Excess Distribution Certificateholder 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 of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Interim Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding [SPE Seller] and the Town Hall Funding [SPE Seller] Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding [SPE Seller] and the Town Hall Funding [SPE Seller] Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding [SPE Seller] Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding [SPE Seller] Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding [SPE Seller] 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 Town Hall Funding [SPE Seller] Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding [SPE Seller] Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall VL Funding and the Town Hall VL Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, (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; 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 any Excess Distribution Certificateholder, or (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 Town Hall VL Funding and the Town Hall VL Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall VL Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall VL Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall VL Funding 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 Town Hall VL Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall VL Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Blue Ridge Funding and the Town Hall Blue Ridge Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, (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; 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 any Excess Distribution Certificateholder, or (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 Town Hall Blue Ridge Funding and the Town Hall Blue Ridge Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Blue Ridge Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Blue Ridge Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Blue Ridge Funding 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 Town Hall Blue Ridge Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Blue Ridge Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding The Company and the Town Hall Funding Eligible Lender Trustee, with prior written notice Warrant Agent may from time to the Rating Agencies then rating the Notes, time supplement or amend this Agreement (a) without the consent approval of any holders of the Noteholders or any Excess Distribution Certificateholder, Warrants in order to cure any ambiguity, manifest error or other mistake in this Agreement, or to correct or supplement any provision contained herein that may be defective or inconsistent with any other provision herein, or to make any other provisions in this Agreement regard to matters or for questions arising hereunder that the purpose of adding any provisions to Company and the Warrant Agent may deem necessary or changing in any manner desirable and that shall not adversely affect, alter or eliminating any of the provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect change the interests of any Noteholder the holders of the Warrants or any Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding and (b) with the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of holders of the Noteholders evidencing not less than Warrants exercisable for a majority of the Outstanding Amount Warrant Shares then issuable upon exercise of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this AgreementWarrants then outstanding; provided, however, provided that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such each amendment or consent, supplement that decreases the Town Hall Funding Eligible Lender Trustee Warrant Agent’s rights or increases its duties and responsibilities hereunder shall furnish also require the prior written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders Warrant Agent. In executing any such supplement or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreementamendment, the Town Hall Funding Eligible Lender Trustee Warrant Agent shall be entitled to receive and rely shall be fully protected in relying upon an Opinion opinion of Counsel counsel stating that the execution of such supplement or amendment is permitted or authorized or permitted by this Agreement. The Town Hall Funding Eligible Lender Trustee Warrant Agent may, but shall not be obligated to, enter into any such supplement or amendment which affects the Town Hall Funding Eligible Lender TrusteeWarrant Agent’s own rights, duties or immunities under this Agreement. Notwithstanding the foregoing, the consent of each holder of a Warrant affected shall be required for any amendment pursuant to which the Exercise Price would be increased (other than pursuant to adjustments provided herein), the number of Warrant Shares purchasable upon exercise of Warrants would be decreased (other than pursuant to adjustments provided herein) or the Expiration Date shall be changed to an earlier date. Upon execution and delivery of any amendment pursuant to this Section 16, such amendment shall be considered a part of this Agreement for all purposes and every holder of a Warrant Certificate theretofore or otherwisethereafter countersigned and delivered hereunder shall be bound thereby.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, (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; 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 any Excess Distribution Certificateholder, or (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 Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Interim Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Trust and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, (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; 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 any Excess Distribution Certificateholder, or (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 Town Hall Funding the Trust and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution CertificateholderNoteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution CertificateholderNoteholder. This Agreement may also be amended from time to time by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall VG Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall VG Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall VG Funding 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 Town Hall VG Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall VG Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution Certificateholderthe Interest Rate Cap 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; 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 Excess Distribution Certificateholderthe Interest Rate Cap Counterparty. This Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Interest Rate Cap Counterparty and the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder Interest Rate 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 of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Interim Eligible Lender Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 the Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding [SPE Seller] and the Town Hall Funding [SPE Seller] Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 any Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding [SPE Seller] and the Town Hall Funding [SPE Seller] Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding [SPE Seller] Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding [SPE Seller] Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding [SPE Seller] 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 Town Hall Funding [SPE Seller] Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding [SPE Seller] Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding The Company and the Town Hall Funding Eligible Lender Trustee, with prior written notice Warrant Agent may from time to the Rating Agencies then rating the Notes, time supplement or amend this Agreement (a) without the consent approval of any of the Noteholders or any Excess Distribution Certificateholder, Holders in order to cure any ambiguity, manifest error or other mistake in this Agreement, or to correct or supplement any provision contained herein that may be defective or inconsistent with any other provision herein, or to make any other provisions in this Agreement regard to matters or for questions arising hereunder that the purpose of adding any provisions to Company and the Warrant Agent may deem necessary or changing in any manner desirable and that shall not adversely affect, alter or eliminating any change the interests of the provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect Holders in any material respect (b) without the interests approval of any Noteholder Holders to implement any changes required by the U.S. Coast Guard or any Excess Distribution Certificateholder. This Agreement may also be amended from time the U.S. Maritime Administration in order for the Company to time comply with the Xxxxx Act limitations on ownership of Warrant Shares by Town Hall Funding Non-U.S. Citizens, and (c) with the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than Holders exercisable for a majority of the Outstanding Amount Warrant Shares then issuable upon exercise of all of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this AgreementWarrants then outstanding; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It Warrant Agent shall not be necessary for the consent of the Noteholders required to execute any amendment or the Excess Distribution Certificateholder pursuant supplement to this Section to approve Agreement that the particular form of any proposed amendment Warrant Agent has determined would adversely affect its own rights, duties, obligations or consent, but it shall be sufficient if such consent shall approve the substance thereofimmunities under this Agreement. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Trustee may prescribe. Prior As a condition precedent to the Warrant Agent’s execution of any amendment or supplement to this Agreement, the Town Hall Funding Eligible Lender Trustee Company shall deliver to the Warrant Agent a certificate from an Authorized Officer of the Company that states that the proposed amendment is in compliance with the terms of this Section 16. No modification or amendment to this Agreement shall be entitled effective unless duly executed by the Warrant Agent. Notwithstanding the foregoing, the consent of each Holder affected shall be required for any amendment pursuant to receive which the Exercise Price would be increased or the number of Warrant Shares purchasable would be decreased (other than pursuant to adjustments provided herein) or the Expiration Date would be shortened. Upon execution and rely upon an Opinion delivery of Counsel stating that the execution of any supplement or amendment pursuant to this Section 16, such amendment is authorized or permitted by this Agreement. The Town Hall Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender Trustee’s own rights, duties or immunities under considered a part of this Agreement for all purposes and every Holder of a Warrant Certificate theretofore or otherwisethereafter countersigned and delivered hereunder shall be bound thereby.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 written consent has not been obtained or any Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Interim Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Seller, the Company and the Town Hall Funding Eligible Lender Trustee, with the prior written consent of any Swap Counterparties and with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution CertificateholderNoteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this AgreementAgreement or of modifying in any manner the rights of the Noteholders; 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 any Excess Distribution CertificateholderNoteholder. This Agreement may also be amended from time to time by Town Hall Funding the Seller, the Company and the Town Hall Funding Eligible Lender Trustee, with prior written consent of any Swap Counterparties and with prior written notice to the Rating Agencies then rating the Notes and Agencies, with the consent of the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this AgreementAgreement or of modifying in any manner the rights of the Noteholders; 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 Financed Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding The Eligible Lender Trustee shall furnish [ ] Business Days' prior written notification of the substance of any such amendment or consent to the Indenture Trustee and Trustee, each of the Rating Agencies then rating the Notesand any Swap Counterparties. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder 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 of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Eligible Lender Trustee shall cause the filing of such amendment with the Secretary of State of the State of Delaware. The Eligible Lender Trustee shall furnish the Rating Agencies and any Swap Counterparties with [ ] Business Days' prior written notice of any amendment to the Certificate of Trust. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without Without the consent of any of the Noteholders or any Excess Distribution Certificateholderother Person, but with prior notice to cure each Rating Agency, at any ambiguitytime and from time to time, upon either (a) delivery by Synchrony Card Funding to correct or supplement any provisions in this Agreement or for the purpose Trustee and the Indenture Trustee of adding any provisions an Officer’s Certificate to or changing in any manner or eliminating any of the provisions in this Agreement; provided, however, effect that Synchrony Card Funding reasonably believes that such action shall notwill not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future or (b) satisfaction of the Rating Agency Condition with respect to each affected Class or Tranche of Notes for which an Officer’s Certificate described in the preceding clause (a) has not been delivered, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or any Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Synchrony Card Funding and the Town Hall Funding Eligible Lender TrusteeTrustee may modify, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to alter or changing in any manner or eliminating any of the provisions of amend this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Synchrony Card Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgency. It shall not be necessary for the consent of the Holders or Noteholders or the Excess Distribution Certificateholder 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 of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Trustee may prescribe. Prior to Promptly after the execution of any amendment to this Agreementthe Certificate of Trust, the Town Hall Funding Eligible Lender Trustee shall cause the filing of such amendment with the Secretary of State of the State of Delaware. 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 Synchrony Card Funding to the effect that the execution of such conditions to amendment is authorized or permitted by this Agreementhave been satisfied. The Town Hall Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Town Hall Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise. Without the prior written consent of the Indenture Trustee, no amendment to this Agreement shall be made that adversely affects the rights of the Indenture Trustee; provided, however that the rights of the Indenture Trustee shall be deemed to not be adversely affected if Synchrony Card Funding delivers prior written notice of such amendment to the Indenture Trustee and the Indenture Trustee does not provide notice of such adverse effect to Synchrony Card Funding within five Business Days of receiving notice of such amendment.

Supplements and Amendments. This Master Trust Agreement may be amended by Town Hall Funding the Depositors and the Town Hall Funding Eligible Lender TrusteeTrustees, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any the Holders of all the Noteholders or any Excess Distribution Certificateholderoutstanding Trust Certificates, to cure any ambiguity, to correct or supplement any provisions in this Master Trust Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Master Trust Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or any Excess Distribution Certificateholder. This Agreement Any Trust Certificate may also be amended from time to time by Town Hall Funding the Depositors and the Town Hall Funding Eligible Lender TrusteeTrustees, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority Holders of all the Outstanding Amount of the Notesoutstanding Trust Certificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce Trust Certificate or of modifying in any manner the aforesaid percentage rights of the Outstanding Amount Owners of such Trust Certificate. Notwithstanding anything to the Notes required to consent contrary herein, in no event shall any amendment to any such amendment, without Trust Certificate affect the consent of all the outstanding Noteholders. Promptly after the execution terms or provisions of any such amendment or consent, the Town Hall Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereofother Trust created hereunder. The manner of obtaining such consents (and any other consents of Owners provided for in this Master Trust Agreement or in any other Related Trust Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Trustee Trustees may prescribe. Promptly after the execution of any amendment to a Certificate of Trust, the Depositors shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementMaster Trust Agreement or a Certificate of Trust, the Town Hall Funding Eligible Lender Trustee Trustees (as such and in their respective individual capacities) 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 AgreementMaster Trust Agreement and all conditions precedent contained in this Master Trust Agreement for the execution and delivery of such amendment have been met. The Town Hall Funding Eligible Lender Each Trustee (as such and in their respective individual capacities) may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender such Trustee’s own rights, duties or immunities under this Master Trust Agreement or otherwise. Notwithstanding any other provision herein or elsewhere, no amendment, supplement, waiver, or consent of or with respect to any of the Related Trust Documents that affects any right, power, authority, duty, benefit, protection, privilege, immunity, or indemnity of either Trustee (as such or in its respective individual capacity) shall be binding on such Trustee (as such or in its individual capacity) unless such Trustee (as such and in its individual capacity) shall have expressly consented thereto in writing. The terms of each Trust Certificate issued pursuant hereto are subject to all conditions, provisions, amendments and modifications of this Master Trust Agreement as it may at any time be amended or modified in accordance with the terms hereof. To the extent there are terms and conditions within a Trust Certificate that conflict with the Master Trust Agreement, the Trust Certificate shall control.

Supplements and Amendments. This Agreement may be amended by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders Noteholders, the Excess Distribution Certificateholders or any Excess Distribution CertificateholderSwap Counterparty, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution Certificateholders or any Excess Distribution CertificateholderSwap Counterparty. This Agreement may also be amended from time to time by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Notwithstanding the foregoing, this Agreement may not be amended without the prior consent of a Swap Counterparty if such amendment would adversely affect, in any material respect, the rights or interests of that Swap Counterparty. Promptly after the execution of any such amendment or consent, the Town Hall VG Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or Noteholders, the Excess Distribution Certificateholder Certificateholders 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 of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall VG Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall VG Funding 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 Town Hall VG Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall VG Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution Certificateholderthe 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 AgreementAgreement or 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 any Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Eligible Lender Trustee, with prior written notice to upon the satisfaction of the Rating Agencies then rating the Notes and Agency Condition, (i) with the consent of the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes and (ii) with the consent of the Certificateholders of Certificates evidencing not less than a majority of the Certificate Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this AgreementAgreement 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 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 and the Certificate Balance required to consent to any such amendment, without the consent of all the outstanding NoteholdersNoteholders and Certificateholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding 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 then rating the NotesAgencies. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Excess Distribution Certificateholder 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 Town Hall Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution CertificateholderNoteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution CertificateholderNoteholder. This Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Interim Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor, the Company and the Town Hall Funding Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution Certificateholderthe 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 AgreementAgreement 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 any Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding the Depositor, the Company and the Town Hall Funding Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies then rating the Notes and Agencies, with the consent of the Noteholders Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount Principal Balance of the NotesNotes and the consent of the Holders of Certificates evidencing not less than a majority of the Certificate Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this AgreementAgreement 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 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 and the Certificate Balance required to consent to any such amendment, without the consent of the holders of all the outstanding NoteholdersNotes and Certificates. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender 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 then rating the NotesAgencies. It shall not be necessary for the consent of the Certificateholders, Noteholders or the Excess Distribution Certificateholder 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 Town Hall Funding Eligible Lender 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 AgreementAgreement or the Certificate of Trust, the Town Hall Funding Eligible Lender 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 Town Hall Funding Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Town Hall Funding Eligible Lender Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders Noteholders, the Excess Distribution Certificateholders or any Excess Distribution CertificateholderSwap Counterparty, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution Certificateholders, or any Excess Distribution CertificateholderSwap Counterparty. This Agreement may also be amended from time to time by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Notwithstanding the foregoing, this Agreement may not be amended without the prior consent of a Swap Counterparty if such amendment would adversely affect, in any material respect, the rights or interests of that Swap Counterparty. Promptly after the execution of any such amendment or consent, the Town Hall VG Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or Noteholders, the Excess Distribution Certificateholder Certificateholders 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 of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall VG Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall VG Funding 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 Town Hall VG Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall VG Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding The Company and the Town Hall Funding Eligible Lender Trustee, with prior written notice Warrant Agent may from time to the Rating Agencies then rating the Notes, time supplement or amend this Agreement without the consent approval of any holders of the Noteholders or any Excess Distribution Certificateholder, Warrant Certificates in order to cure any ambiguity, ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision herein, or to make any other provisions in regard to matters or questions arising hereunder which the Company and the Warrant Agent may deem necessary or desirable and which shall not in any way adversely affect the interests of the holders of Warrants. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 23, the Warrant Agent shall execute such supplement or amendment. Notwithstanding anything in this Agreement or for to the purpose of adding any provisions to or changing in any manner or eliminating any of contrary, the provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or any Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than Warrant Agent must be obtained in connection with any supplement or amendment which alters the rights or duties of the Warrant Agent. The Company and the Warrant Agent may amend any provision herein with the prior written consent of the holders of Warrants exercisable for a majority of the Outstanding Amount Warrant Shares issuable on exercise of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreementall outstanding Warrants; provided, however, that no such amendment shall reduce modification that increases the aforesaid percentage Exercise Price or decreases the Exercise Rate (in each case other than pursuant to adjustments provided in this Agreement) or makes any change to any of the Outstanding Amount adjustment provisions hereof that would have such an effect, makes any change to the number or type of security to be issued in exchange for the Notes required Warrants, reduces the period of time during which the Warrants are exercisable hereunder, or effects any change to consent this Section 23 may be made with respect to any such amendment, Warrant without the consent of all the outstanding Noteholdersholder of such Warrant. Promptly after the execution For purposes of any such amendment amendment, modification or consentwaiver hereunder, Warrants held by the Town Hall Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it Company shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwisedisregarded.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor, the Securities Administrator and the Town Hall Funding Eligible Lender Owner Trustee, with the consent of the Ownership Certificateholder and with prior written notice to the Rating Agencies then rating the NotesAgencies, but without the consent of any of the Noteholders or any Excess Distribution Certificateholderthe 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 AgreementAgreement or of modifying in any manner the rights of the Noteholders or the Ownership Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Ownership Certificateholder or adversely affect the tax status of the Trust. An amendment shall not be deemed to adversely affect in any Excess Distribution material respect the interests of any Noteholder or the Ownership 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, withdrawal or qualification of the respective ratings then assigned to each applicable Class of Notes and the Ownership Certificate. 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 Town Hall Funding the Depositor, the Securities Administrator and the Town Hall Funding Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating Agencies then rating the Notes and with the prior written consent of the Indenture Trustee, Noteholders evidencing not less more than a majority 66- Notwithstanding the foregoing, no provision of Sections 2.3 or 5.5 hereof may be amended in any manner unless (i) 100% of the Outstanding Amount Balance of the NotesNoteholders have consented in writing thereto, for (ii) the purpose of adding any provisions to Rating Agencies have consent in writing thereto or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of (iii) the Notes required to consent to any such amendment, without have been paid in full and the consent of all the outstanding NoteholdersIndenture has been discharged. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Trustee Securities Administrator shall furnish written notification of the substance of such amendment or consent to the Ownership Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Ownership Certificateholder, the Noteholders or the Excess Distribution Certificateholder Indenture Trustee pursuant to this Section 10.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Ownership Certificateholder provided for in this Agreement or in any other Operative Agreement) and of evidencing the authorization of the execution thereof by the Ownership Certificateholder shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender 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 AgreementAgreement or the Certificate of Trust, the Town Hall Funding Eligible Lender Trustee Owner Trustee, the Securities Administrator, the Certificate Registrar and the Certificate Paying Agent shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement. The Town Hall Funding Eligible Lender Trustee mayNone of the Owner Trustee, but the Certificate Registrar, the Certificate Paying Agent nor the Securities Administrator shall not be obligated to, to enter into any such amendment which affects the Town Hall Funding Eligible Lender Owner Trustee’s 's, the Certificate Registrar's, the Certificate Paying Agent's or the Securities Administrator's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; provided, however, that such action shall not, 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 any Excess Distribution CertificateholderNote 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 without the consent of each affected Noteholder. This Agreement may also be amended from time to time by Town Hall Funding a written amendment duly executed and the Town Hall Funding Eligible Lender delivered by Transferor and Owner Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of Indenture Trustee and the Noteholders Holders of Notes evidencing not less than a majority 66 2/3% of the Outstanding Invested Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this AgreementAgreement or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Note of such Series without the 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 (iii) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the related Noteholders. Any amendment pursuant to this Section shall require that each Rating Agency rating the affected Series confirm that such amendment will not cause a reduction or withdrawal of the rating of any outstanding NoteholdersSeries of Notes. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Trustee Transferor shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgency. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder 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 of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Trustee may prescribe. Prior to Promptly after the execution of any amendment to this Agreementthe Certificate of Trust, Owner Trustee shall cause the Town Hall Funding Eligible Lender filing of such amendment with the Secretary of State of the State of Delaware. 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 Town Hall Funding Eligible Lender 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 which affects the Town Hall Funding Eligible Lender Owner Trustee’s 's own rights, duties duties, benefits, protections, privileges or immunities (as such or in its individual capacity) under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Eligible Lender Owner Trustee, with prior written notice to the each Rating Agencies then rating the NotesAgency, without the consent of any of the Noteholders or any Excess Distribution Certificateholderthe 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 AgreementAgreement 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 (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes), materially and adversely affect in any material respect the interests of any Noteholder or any Excess Distribution CertificateholderNoteholder. This Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Eligible Lender Owner Trustee, with prior written notice to the each Rating Agencies then rating the Notes and Agency, with the consent of the Noteholders Holders (as defined in the Indenture) of the Controlling Class of Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Certificate Percentage Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this AgreementAgreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) reduce the interest rate or principal amount of any Note or Certificate or delay the Stated Maturity Date of any Note without the consent of the Holder of such Note or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Percentage Interest required to consent to any such amendment, without the consent of the Holders of all then-outstanding Notes and Trust Certificates. (2011-B Amended and Restated Trust Agreement) This Agreement may be amended by the outstanding NoteholdersDepositor and the Owner Trustee to modify the provisions of Section 2.03 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 (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes) with respect to such amendment, materially and adversely affect in any material respect the interests of any Noteholder. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender 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 then rating the NotesAgency. It shall not be necessary for the consent of the Certificateholders or Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. 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 Town Hall Funding Eligible Lender 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 AgreementAgreement or the Certificate of Trust, the Town Hall Funding Eligible Lender 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 Town Hall Funding Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Town Hall Funding Eligible Lender Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment to this Agreement or any amendment of any other agreement to which the 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 Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This The Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any holders of Warrant Certificates in order to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision herein, or to make any other provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable and which shall not in any way adversely affect the interests of the holders of Warrant Certificates theretofore issued. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 18, the Warrant Agent shall execute such supplement or amendment. Notwithstanding anything in this Agreement to the contrary, the prior written consent of the Warrant Agent must be obtained in connection with any supplement or amendment which alters the rights, duties, obligations or immunities of the Warrant Agent and the Warrant Agent shall have no duty or obligation to execute any such amendment or supplement and shall not be bound by any amendment or supplement not executed by it. The Company may amend any provision herein with the consent of the holders of Warrants exercisable for a majority of the Warrant Shares issuable on exercise of all outstanding Warrants that would be affected by such amendment; provided that any supplement or amendment affecting the Public Warrants must be approved by the holders of a majority of Public Warrants; provided, further that without the prior written consent of each holder of Warrants affected, an amendment or supplement may not: (a) increase the Exercise Price except as contemplated herein or reduce the Warrant Exercise Period; (b) modify the Company’s right to call the Warrants for redemption, in whole, as contemplated by Section 6(b), including the provisions related to cashless exercise; (c) modify the Company’s obligation to use its best efforts to have a registration statement in effect covering Public Warrant Shares issuable upon exercise of the Public Warrants from the date the Public Warrants become exercisable and to maintain a current prospectus relating to those Public Warrant Shares until the Warrants expire or are redeemed; (d) reduce the number of Warrant Shares issuable upon the exercise of a Warrant except as contemplated by Section 11; (e) change the currency of the Exercise Price in respect of any Warrant; or (f) make any change in the supplement and amendment provisions of this Section 18 which require each holder’s consent. Without limiting the generality of the foregoing, prior to the issuance of any Public Warrants, this Agreement (including Exhibit A hereto) may be amended by Town Hall Funding the Company and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesWarrant Agent, without the consent of any holder of the Noteholders Founders’ Warrants or any Excess Distribution Certificateholderthe Sponsors’ Warrants, to cure modify in any ambiguity, to correct way or supplement any provisions in this Agreement or provide for the purpose of adding any provisions to or changing in any manner or eliminating any terms of the provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or any Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwisePublic Warrants.

Supplements and Amendments. This Agreement may be amended by Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 the Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Bluemont Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Bluemont Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Bluemont Funding 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 Town Hall Bluemont Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Bluemont Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended from time to time, including in connection with the execution of additional indentures, by Town Hall Funding a written amendment duly executed and delivered by the Beneficiary and the Town Hall Funding Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of the Indenture Trustee or any of the Noteholders or any Excess Distribution CertificateholderNoteholders, upon issuance of an Issuer Tax Opinion and, to cure any ambiguity, to correct or supplement any provisions the extent a Collateral Certificate is included in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any property of the provisions in this AgreementTrust, a Master Trust Tax Opinion, which will not be expenses of the Owner Trustee; provided, however, that such action shall amendment will not, as evidenced by an Opinion Officer’s Certificate of Counseleach Transferor addressed and delivered to the Owner Trustee and the Indenture Trustee, adversely affect be reasonably expected to have an Adverse Effect (as defined in the Indenture) and is not reasonably expected to have an Adverse Effect at any material respect time in the interests future; provided further, however, that such amendment will not significantly change the activities of the Trust. The Owner Trustee will not be responsible for determining whether such amendment to this Agreement will significantly change the activities of the Trust. Additionally, notwithstanding any Noteholder or any Excess Distribution Certificateholder. This provision of this Article XI to the contrary and in addition to the immediately preceding paragraph, this Agreement may also be amended without the consent of the Indenture Trustee or any of the Noteholders, upon delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion and, to the extent a Collateral Certificate is included in the property of the Trust, a Master Trust Tax Opinion, to provide for (i) the establishment of multiple asset pools and the designation of Trust Assets to be included as part of specific asset pools or (ii) those changes necessary for compliance with securities law requirements or banking laws or regulations; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future and (ii) the Note Rating Agency Condition shall have been satisfied with respect to such amendment. Additionally, notwithstanding any other provision of this Section 11.01, this Agreement may be amended from time to time by Town Hall Funding an instrument signed by the Beneficiary and the Town Hall Funding Eligible Lender TrusteeOwner Trustee to modify, with prior written notice eliminate or add to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this AgreementAgreement (i) to facilitate compliance with the FDIC Rule or changes in laws or regulations applicable to the Beneficiary, the Owner Trustee or the transactions described in this Agreement or (ii) to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form S-3, as amended, under the Securities Act, in each case upon delivery by the Beneficiary to the Indenture Trustee and the Owner Trustee of (x) an Officer’s Certificate of the Beneficiary, dated the date of any such amendment, to the effect that (A) the Beneficiary reasonably believes that such amendment will not have an Adverse Effect or (B) such amendment is required to remain in compliance with the FDIC Rule or any other change of law or regulation which applies to the Beneficiary, the Owner Trustee, the Indenture Trustee or the transactions governed by the Transaction Documents, or such amendment is required to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form S-3, as amended, under the Securities Act, and (y) an Issuer Tax Opinion with respect to such amendment and, to the extent a Collateral Certificate is included in the property of the Trust, a Master Trust Tax Opinion with respect to such amendment; provided, however, that no such amendment the Beneficiary shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Trustee shall furnish deliver written notification notice of the substance of such the proposed amendment or consent to each Note Rating Agency at least 10 Business Days prior to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution effective date of such amendment (or such shorter period as is authorized or permitted agreed to in writing by this Agreement. The Town Hall Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwiseeach Note Rating Agency).

Supplements and Amendments. This Agreement may be amended by Town Hall VL Funding and the Town Hall VL Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 the Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall VL Funding and the Town Hall VL Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall VL Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall VL Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall VL Funding 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 Town Hall VL Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall VL Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor, the Trust Administrator and the Town Hall Funding Eligible Lender 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 Agreements and the Swap Agreements are in effect) and with prior written notice to the Rating Agencies then rating the NotesAgencies, but without the consent of any of the Noteholders or any Excess Distribution Certificateholderthe 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 AgreementAgreement or of modifying in any manner the rights of the Noteholders or each 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 Certificateholder or adversely affect the tax status of the Trust. An amendment shall be deemed to not adversely affect in any Excess Distribution Certificateholdermaterial 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 Town Hall Funding the Depositor, the Trust Administrator and the Town Hall Funding Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating Agencies then rating the Notes and with the prior written consent of the Noteholders Indenture Trustee, the holders of Notes evidencing not less more than a majority 66 2/3 % of the Outstanding Amount Balance of the Notes, 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 Agreements and the Swap Agreements are in effect), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this AgreementAgreement or of modifying in any manner the rights of any 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 the Collateral or payments that shall be required to be made for the benefit of the Noteholders or any Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount Balance of the Notes required to consent to or to waive the requirement for any Certificateholder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding NoteholdersNotes and each 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 Town Hall Funding Eligible Lender 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 then rating the NotesAgencies. It shall not be necessary for the consent of the Certificateholders, the Noteholders or the Excess Distribution Certificateholder Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholders provided for in this Agreement or in any other Operative Agreement) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender 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 AgreementAgreement or the Certificate of Trust, the Town Hall Funding Eligible Lender 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 Town Hall Funding Eligible Lender Neither the Owner Trustee may, but nor the Trust Administrator shall not be obligated to, to enter into any such amendment which affects the Town Hall Funding Eligible Lender Owner Trustee’s or Trust Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution CertificateholderNoteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution CertificateholderNoteholder. This Agreement may also be amended from time to time by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall VG Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall VG Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall VG Funding 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 Town Hall VG Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall VG Funding Eligible Lender Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding [SPE Seller] and the Town Hall Funding [SPE Seller] Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 written consent has not been obtained or any Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding [SPE Seller] and the Town Hall Funding [SPE Seller] Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding [SPE Seller] Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding [SPE Seller] Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding [SPE Seller] 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 Town Hall Funding [SPE Seller] Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding [SPE Seller] Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution CertificateholderCertificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 the Excess Distribution CertificateholderCertificateholders. This Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Interim Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 the Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Center Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Center Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Center Funding 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 Town Hall Center Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Center Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor, HFC and the Town Hall Funding Eligible Lender Trustee, Owner Trustee with prior written notice to the Rating Agencies then rating and the NotesIndenture Trustee, but without the consent of any of the Noteholders Noteholders, the Transferor or any Excess Distribution Certificateholderthe 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 AgreementAgreement or of modifying in any manner the rights of the Noteholders or the Transferor; providedPROVIDED, howeverHOWEVER, 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 or any Excess Distribution Certificateholderthe Transferor. This Agreement may also be amended from time to time by Town Hall Funding the Depositor, HFC and the Town Hall Funding Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating Agencies then rating and the Notes Indenture Trustee, the Majority Noteholder and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the NotesTransferor, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this AgreementAgreement or of modifying in any manner the rights of the Noteholders or the Transferor; 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 the Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Transferor or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes Percentage Interests required to consent to any such amendment, without the consent of the holders of all the outstanding NoteholdersNotes. 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 Town Hall Funding Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Transferor, the Noteholders or the Excess Distribution Certificateholder 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 the Transferor provided for in this Agreement or in any other Transaction Document) and of evidencing the authorization of the execution thereof by the Transferor and the Noteholders shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender 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 AgreementAgreement or the Certificate of Trust, the Town Hall Funding Eligible Lender 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 Town Hall Funding Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender Owner Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Sponsor, the Depositor and the Town Hall Funding Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, but without the consent of any of the Noteholders Noteholders, the Certificateholders or any Excess Distribution Certificateholderthe 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 AgreementAgreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall notnot adversely affect in any material respect the interests of any Noteholder, as evidenced by an Opinion Certificateholder or the Hedge Providers (unless the consent of Counsel, the Hedge Providers is obtained). 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 any Excess Distribution Certificateholder(ii) satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by Town Hall Funding the Sponsor, the Depositor and the Town Hall Funding Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating Agencies then rating the Notes and with the prior written consent of 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 NotesClasses affected thereby and the Certificateholders evidencing more than 50% of the Percentage Interests of the Issuing Entity, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this AgreementAgreement 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 Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders, (b) reduce the aforesaid percentage of the Outstanding Amount Principal Balance of the Notes or the Percentage Interests required to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding NoteholdersNotes affected thereby and the Certificateholders of all the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Trustee Sponsor shall furnish written notification of the substance of such amendment or consent to the Certificateholders, the Indenture Trustee Trustee, the Hedge Providers and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Certificateholders, the Noteholders or the Excess Distribution Certificateholder 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 Town Hall Funding Eligible Lender 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 AgreementAgreement or the Certificate of Trust, the Town Hall Funding Eligible Lender 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 Town Hall Funding Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Eligible Lender Owner Trustee, with prior written notice to the each Rating Agencies then rating the NotesAgency, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, Certificateholders to cure any ambiguity, to correct any defect or supplement any provisions in this Agreement which may be inconsistent with any other provision herein, to comply with any changes in the Code, or for the purpose of adding to make any other provisions with respect to matters or changing in any manner or eliminating any of questions arising under this Agreement which shall not be inconsistent with the provisions in of this Agreement; provided, however, that such action shall not, as evidenced by an AIC Opinion of CounselCounsel and satisfaction of the Rating Agency Condition with respect to such amendment, adversely affect in any material respect the interests of any Noteholder or any Excess Distribution CertificateholderOwner. This Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Eligible Lender Owner Trustee, with prior written notice to the each Rating Agencies then rating the Notes and Agency, with the consent of the Noteholders Holders (as defined in the Base Indenture) of Notes evidencing a Note Majority and the consent of the Owners evidencing not less than a majority of the Outstanding Amount of the NotesPercentage Interest, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this AgreementAgreement or of modifying in any manner the rights of the Noteholders or the Owners; 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 Transferor Certificate or distributions that shall be required to be made for the benefit of the Noteholders or the Owners or (b) reduce the aforesaid percentage of the Outstanding Amount outstanding principal amount of the Notes and the Percentage Interest required to consent to any such amendment, without the consent of the Holders of all the then-outstanding NoteholdersNotes and Trust Certificates. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Owner, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgency. It shall not be necessary for the consent of the Owners or Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Owners provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Owners shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender 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 AgreementAgreement or the Certificate of Trust, the Town Hall Funding Eligible Lender Owner Trustee shall be entitled to receive and rely upon an AIC Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Town Hall Funding Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Town Hall Funding Eligible Lender 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 AIC Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by Town Hall Red Wolf Funding and the Town Hall Red Wolf Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 any Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Red Wolf Funding and the Town Hall Red Wolf Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Red Wolf Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Red Wolf Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Red Wolf Funding 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 Town Hall Red Wolf Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Red Wolf Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution CertificateholderSwap Counterparty, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution CertificateholderSwap Counterparty. This Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to any Swap Counterparty and the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. This Agreement may also be amended from time to time by the Depositor and the 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 Town Hall Funding Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder 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 of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Interim Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended The Company shall promptly supplement and amend the Shelf Registration if required by Town Hall Funding and the Town Hall Funding Eligible Lender Trusteerules, with prior written notice regulations or instructions applicable to the Rating Agencies then rating registration form used for such Shelf Registration, if required by the NotesSecurities Act, without or if reasonably requested by the consent of any Holders of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions majority in this Agreement or for the purpose Amount of adding any provisions to or changing in any manner or eliminating any of the provisions in this AgreementRegistrable Securities covered by such Registration Statement; provided, however, that the Company shall not be required to supplement or amend any Shelf Registration upon the request of a Holder if such action shall notrequested supplement or amendment would, in the good faith judgment of the Company, violate the Securities Act, the Exchange Act or the rules and regulations promulgated thereunder. Holder Procedures. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least 5 Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as evidenced by an Opinion of Counselpromptly as practicable after the date a Notice and Questionnaire is delivered, adversely affect and in any material respect event upon the interests later of (x) 5 Business Days after such date or (y) 5 Business Days after the expiration of any Noteholder Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within 5 Business Days of such delivery date, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any Excess Distribution Certificateholder. This Agreement may also be amended from time to time document incorporated therein by Town Hall Funding reference or file any other document required under the Securities Act so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the Town Hall Funding Eligible Lender Trusteerelated Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, with prior written notice if the Company shall file a post-effective amendment to the Rating Agencies then rating Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Notes Securities Act as promptly as is practicable, but in any event by the date (the "Amendment Effectiveness Deadline Date") that is 45 days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and with (iii) notify such Holder as promptly as practicable after the consent effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Noteholders evidencing Suspension Period. Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not less than a majority Notice Holder as a selling securityholder in any Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to 10 Business Days from the expiration of a Suspension Period (and the Company shall incur no obligation to pay Additional Amounts during such extension) if such Suspension Period shall be in effect on the Amendment Effectiveness Deadline Date; provided, that after the date that is 270 days of the Outstanding Amount date of effectiveness of the NotesInitial Shelf Registration Statement, the Company shall not be obligated to file more than one post-effective amendment or supplement in any 30-day period for the purpose of adding any provisions to or changing naming Holders as selling securityholders who were not so named in any manner or eliminating any the Initial Shelf Registration Statement at the time of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwiseeffectiveness.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor, the Securities Administrator and the Town Hall Funding Eligible Lender Owner Trustee, with the consent of the Ownership Certificateholder and with prior written notice to the Rating Agencies then rating the NotesAgencies, but without the consent of any of the Noteholders or any Excess Distribution Certificateholderthe 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 AgreementAgreement or of modifying in any manner the rights of the Noteholders or the Ownership Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Ownership Certificateholder or adversely affect the tax status of the Trust. An amendment shall not be deemed to adversely affect in any Excess Distribution material respect the interests of any Noteholder or the Ownership 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, withdrawal or qualification of the respective ratings then assigned to each applicable Class of Notes and the Ownership Certificate. 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 Town Hall Funding the Depositor, the Securities Administrator and the Town Hall Funding Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating Agencies then rating and with the prior written consent of the Indenture Trustee, Noteholders evidencing more than 66 2/3% of the Outstanding Balance of the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the NotesOwnership Certificateholder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this AgreementAgreement or of modifying in any manner the rights of the Ownership 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 in respect of the Trust Fund or payments that shall be required to be made for the benefit of the Noteholders or the Ownership Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount Balance of the Notes required to consent to or to waive the requirement for the Ownership Certificateholder to consent to any such amendment, in either case of clause (a) or (b) without the consent of all of the outstanding NoteholdersNoteholders and the Ownership Certificateholder. Notwithstanding the foregoing, no provision of Sections 2.3 or 5.5 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 Town Hall Funding Eligible Lender Trustee Securities Administrator shall furnish written notification of the substance of such amendment or consent to the Ownership Certificateholder, the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Ownership Certificateholder, the Noteholders or the Excess Distribution Certificateholder Indenture Trustee pursuant to this Section 10.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Ownership Certificateholder provided for in this Agreement or in any other Operative Agreement) and of evidencing the authorization of the execution thereof by the Ownership Certificateholder shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender 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 AgreementAgreement or the Certificate of Trust, the Town Hall Funding Eligible Lender Trustee Owner Trustee, the Securities Administrator, the Certificate Registrar and the Certificate Paying Agent shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement. The Town Hall Funding Eligible Lender Trustee mayNone of the Owner Trustee, but the Certificate Registrar, the Certificate Paying Agent nor the Securities Administrator shall not be obligated to, to enter into any such amendment which affects the Town Hall Funding Eligible Lender Owner Trustee’s, the Certificate Registrar’s, the Certificate Paying Agent’s or the Securities Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or Noteholders, any Excess Distribution CertificateholderCertificateholder or any 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; 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 Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Interim Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Trust Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or the holder of the Trust Certificate, but with the consent of the Securities Insurer (which consent will not be unreasonably withheld) (unless any Excess Distribution Certificateholdersuch proposed amendment does not affect the Group II Insured Notes or the Securities Insurer (as evidenced in an Opinion of Counsel of the Depositor who shall not be an employee of KBUSA or any of its Affiliates) regarding the lack of changes to any legal rights and remedies of the Group II Insured Noteholders or the Securities Insurer, and a confirmation from each Rating Agency that such amendment will not result in a downgrading of the then current ratings of any of the Group II Insured Notes (without regard to the Group II Insured Notes Guaranty Insurance Policy) and so long as no Securities Insurer Payment Default has occurred and is continuing), 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 AgreementTrust Agreement or of modifying in any manner the rights of the holders of the Notes or the holder 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 any Excess Distribution Certificateholderholder of the Trust Certificate, the Securities Insurer or the Swap Counterparty. This Trust Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and Agencies, (i) with the consent of the Noteholders evidencing not less than holder of the Trust Certificate, (ii) with the consent of a majority in interest of the Outstanding Amount Group I Controlling Parties (unless any such amendment does not affect the Group I Notes or Group I Student Loans (as evidenced in an Opinion of Counsel) of the Depositor (who shall not be an employee of KBUSA or any of its Affiliates) regarding the lack of changes to any legal rights and remedies of the Group I Noteholders, and a confirmation from each Rating Agency that such amendment will not result in a downgrading of the then current ratings of the Group I Notes) and (iii) so long as no Securities Insurer Payment Default has occurred and is continuing, with the consent of the Securities Insurer, or if a Securities Insurer Payment Default has occurred and is continuing, with the consent of a majority in interest of the Group II Controlling Noteholders (unless any such amendment does not affect the Group II Notes or Group II Student Loans or the Securities Insurer (as evidenced in an Opinion of Counsel of the Depositor (who shall not be an employee of KBUSA or any of its Affiliates) regarding the lack of changes to any legal rights and remedies of the Group II Insured Noteholders or the Securities Insurer, and a confirmation from each Rating Agency that such amendment will not result in a downgrading of the Group II Insured Notes (without regard to the Group II Insured Notes Guaranty Insurance Policy), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this AgreementTrust Agreement or of modifying in any manner the rights of the holders of any Class of Notes or the holder 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 with respect to Group I or Group II Student Loans or distributions that shall be required to be made for the benefit of the holders of the Group I or Group II Notes or (b) amend aforesaid percentage of the Outstanding Amount of the Notes related Class or Classes of Notes, which are required to consent to any such amendment, without the consent of all outstanding holders of all Classes of Notes affected by such amendment and holder of the outstanding Trust Certificate. Notwithstanding anything to the contrary contained in the Indenture, such rights of consent granted to the holders of the Notes contained in clauses (a) and (b) of this proviso shall not be exercisable by the Group I Controlling Parties on behalf of all of the Group I Noteholders or by the Securities Insurer on behalf of all of the Group II Noteholders or if a Securities Insurer Payment Default has occurred and is continuing, by the Group II Controlling Parties on behalf of all Group II Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the holder of the Trust Certificate, the Indenture Trustee Trustee, the Securities Insurer, the Swap Counterparty and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders holder of the Trust Certificate, the holder of any class of Notes, the Securities Insurer or the Excess Distribution Certificateholder Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the 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 holder of the Trust Certificate shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Trust Agreement, the Town Hall Funding 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 Town Hall Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender Trustee’s own rights, duties or immunities under this Trust Agreement or otherwise.

Supplements and Amendments. (a) This Agreement may be amended from time to time, including in connection with the execution of additional indentures, by Town Hall Funding a written amendment duly executed and delivered by the Beneficiary and the Town Hall Funding Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies then rating the Notes, without the consent of the Indenture Trustee or any of the Noteholders or any Excess Distribution CertificateholderNoteholders, upon issuance of an Issuer Tax Opinion and, to cure any ambiguity, to correct or supplement any provisions the extent a Collateral Certificate is included in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any property of the provisions in this AgreementTrust, a Master Trust Tax Opinion, which will not be expenses of the Owner Trustee; provided, however, that such action shall amendment will not, as evidenced by an Opinion Officer’s Certificate of Counseleach Transferor addressed and delivered to the Owner Trustee and the Indenture Trustee, adversely affect be reasonably expected to have an Adverse Effect (as defined in the Indenture) and is not reasonably expected to have an Adverse Effect at any material respect time in the interests future; provided further, however, that such amendment will not significantly change the activities of the Trust. The Owner Trustee will not be responsible for determining whether such amendment to this Agreement will significantly change the activities of the Trust. Additionally, notwithstanding any Noteholder or any Excess Distribution Certificateholder. This provision of this Article XI to the contrary and in addition to the immediately preceding paragraph, this Agreement may also be amended from time to time by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with without the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to Indenture Trustee or changing in any manner or eliminating any of the provisions Noteholders, upon delivery to the Owner Trustee and the Indenture Trustee of this Agreementan Issuer Tax Opinion and, to the extent a Collateral Certificate is included in the property of the Trust, a Master Trust Tax Opinion, to provide for (i) the establishment of multiple asset pools and the designation of Trust Assets to be included as part of specific asset pools or (ii) those changes necessary for compliance with securities law requirements; provided, however, that no such amendment (i) the Issuer shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent deliver to the Indenture Trustee and each of the Rating Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Owner Trustee may prescribe. Prior an Officer’s Certificate to the execution of any amendment to this Agreement, the Town Hall Funding Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating effect that the execution of Issuer reasonably believes that such amendment will not have an Adverse Effect and is authorized or permitted by this Agreement. The Town Hall Funding Eligible Lender Trustee may, but shall not be obligated to, enter into reasonably expected to have an Adverse Effect at any time in the future and (ii) each Note Rating Agency confirms in writing that such amendment which affects the Town Hall Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwisewill not cause a Ratings Effect.

Supplements and Amendments. This Trust Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or the holder of the Trust Certificate, but with the consent of the Securities Insurer (which consent will not be unreasonably withheld) (unless any Excess Distribution Certificateholdersuch proposed amendment does not affect the Group II Insured Notes or the Securities Insurer (as evidenced in an Opinion of Counsel of the Depositor who shall not be an employee of KBUSA or any of its Affiliates) regarding the lack of changes to any legal rights and remedies of the Group II Insured Noteholders or the Securities Insurer, and a confirmation from each Rating Agency that such amendment will not result in a downgrading of the then current ratings of any of the Group II Insured Notes (without regard to the Group II Insured Notes Guaranty Insurance Policy) and so long as no Securities Insurer Payment Default has occurred and is continuing), 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 AgreementTrust Agreement or of modifying in any manner the rights of the holders of the Notes or the holder 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 any Excess Distribution Certificateholderholder of the Trust Certificate, the Securities Insurer or the Swap Counterparty. This Trust Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and Agencies, (i) with the consent of the Noteholders evidencing not less than holder of the Trust Certificate, (ii) with the consent of a majority in interest of the Outstanding Amount Group I Controlling Parties (unless any such amendment does not affect the Group I Notes or Group I Student Loans (as evidenced in an Opinion of Counsel) of the Depositor (who shall not be an employee of KBUSA or any of its Affiliates) regarding the lack of changes to any legal rights and remedies of the Group I Noteholders, and a confirmation from each Rating Agency that such amendment will not result in a downgrading of the then current ratings of the Group I Notes) and (iii) so long as no Securities Insurer Payment Default has occurred and is continuing, with the consent of the Securities Insurer, or if a Securities Insurer Payment Default has occurred and is continuing, with the consent of a majority in interest of the Group II Controlling Noteholders (unless any such amendment does not affect the Group II Notes or Group II Student Loans or the Securities Insurer (as evidenced in an Opinion of Counsel of the Depositor (who shall not be an employee of KBUSA or any of its Affiliates) regarding the lack of changes to any legal rights and remedies of the Group II Insured Noteholders or the Securities Insurer, and a confirmation from each Rating Agency that such amendment will not result in a downgrading of the Group II Insured Notes (without regard to the Group II Insured Notes Guaranty Insurance Policy), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this AgreementTrust Agreement or of modifying in any manner the rights of the holders of any Class of Notes or the holder 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 with respect to Group I or Group II Student Loans or distributions that shall be required to be made for the benefit of the holders of the Group I or Group II Notes or (b) amend aforesaid percentage of the Outstanding Amount of the Notes related Class or Classes of Notes, which are required to consent to any such amendment, without the consent of all outstanding holders of all Classes of Notes affected by such amendment and holder of the outstanding Trust Certificate. Notwithstanding anything to the contrary contained in the Indenture, such rights of consent granted to the holders of the Notes contained in clauses (a) and (b) of this proviso shall not be exercisable by the Group I Controlling Parties on behalf of all of the Group I Noteholders or by the Securities Insurer on behalf of all of the Group II Noteholders or if a Securities Insurer Payment Default has occurred and is continuing, by the Group II Controlling Parties on behalf of all Group II Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the holder of the Trust Certificate, the Indenture Trustee Trustee, the Securities Insurer, the Swap Counterparty and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders holder of the Trust Certificate, the holder of any class of Notes, the Securities Insurer or the Excess Distribution Certificateholder Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the 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 holder of the Trust Certificate shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Trust Agreement, the Town Hall Funding 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 Town Hall Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender Trustee’s 's own rights, duties or immunities under this Trust Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution CertificateholderSwap Counterparty, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution CertificateholderSwap Counterparty. This Agreement may also be amended from time to time by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Swap Counterparties and the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall VG Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder Interest Rate 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 of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall VG Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall VG Funding 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 Town Hall VG Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall VG Funding Eligible Lender Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Eligible Lender Interim Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or any Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Eligible Lender Interim Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding Eligible Lender Interim Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Interim Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding Eligible Lender Interim 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 Town Hall Funding Eligible Lender Interim Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender Interim Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders Noteholders, the Excess Distribution Certificateholders or any Excess Distribution CertificateholderSwap Counterparty, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 the Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall VG Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder Certificateholders 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 of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall VG Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall VG Funding 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 Town Hall VG Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall VG Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Seller and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution Certificateholderthe 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 AgreementAgreement 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 Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall Funding the Seller and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and Agencies, with the consent of (i) the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes and (ii) the Certificateholders of Certificates evidencing not less than a majority of the Certificate Balance, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this AgreementAgreement 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 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 and the Certificate Balance required to consent to any such amendment, without the consent of all the outstanding NoteholdersNoteholders and Certificateholders. Promptly after the execution of any such amendment or consent, the Town Hall Funding 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 then rating the NotesAgencies. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Excess Distribution Certificateholder pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Eligible Lender Indenture Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Noteholders, the Excess Distribution CertificateholderCertificateholders or the Initial Cap 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; 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 the Excess Distribution Certificateholder. This Agreement may also be amended from time to time by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the Notes and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Town Hall VG Funding Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder Certificateholders 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 of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall VG Funding Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall VG Funding 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 Town Hall VG Funding Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall VG Funding Eligible Lender Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies then rating the NotesAgencies, without the consent of any of the Noteholders or any Excess Distribution CertificateholderSwap Counterparty, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; 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 Excess Distribution CertificateholderSwap Counterparty. This Agreement may also be amended from time to time by Town Hall Funding the Depositor and the Town Hall Funding Interim Eligible Lender Trustee, with prior written notice to any Swap Counterparty and the Rating Agencies then rating the Notes and Agencies, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment shall reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of all the outstanding Noteholders. This Agreement may also be amended from time to time by the Depositor and the 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 Town Hall Funding Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies then rating the NotesAgencies. It shall not be necessary for the consent of the Noteholders or the Excess Distribution Certificateholder 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 of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Town Hall Funding Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Town Hall Funding 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 Town Hall Funding Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Town Hall Funding Interim Eligible Lender Trustee’s 's own rights, duties or immunities under this Agreement or otherwise.