Common use of Supplements and Amendments Clause in Contracts

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; 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. This Agreement may also be amended from time to time by the Seller and the Interim Eligible Lender Trustee, with prior written notice to the Rating 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 Agreement or of modifying in any manner the rights of the Noteholders; 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 (b) 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 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. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Noteholders Holders of the Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes (excluding for such purpose Notes owned by NARC II, NMAC or any of their Affiliates unless at such time all Notes are then owned by NARC II, NMAC and their Affiliates) or if all of the Notes have been paid in full, the Holders of the Certificates evidencing not less than a majority of the Certificate Balance (excluding for such purpose Certificates owned by NARC II, NMAC or any of their Affiliates unless at such time all Certificates are then owned by NARC II, NMAC and their Affiliates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 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 and the Certificate Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Noteholdersaffected Notes and Certificates. Promptly after the execution of any such amendment or consent, the Interim 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. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, the Company and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller Depositor, the Company and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 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 Interim 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. It shall not be necessary for the consent of the Certificateholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, the Company and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller Depositor, the Company and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating 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 of the NotesNotes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding NoteholdersNotes and Trust Certificates. Promptly after the execution of any such amendment or consent, the Interim 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. It shall not be necessary for the consent of the Certificateholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Interim 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 Trust Agreement or any amendment of any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, the Company and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller Depositor, the Company and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating 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 of the Notes, the consent of the Holders of Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Certificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Certificates 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 Interim 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. It shall not be necessary for the consent of the Certificateholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Interim 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 Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; 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. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating 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 Agreement or of modifying in any manner the rights of the Noteholders; 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 (b) 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 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. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders, Noteholders or the Certificateholders to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action amendment shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder or the Certificateholders or the federal tax characteristics of the Notes. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Noteholders holders of Notes evidencing not less than a majority of the Outstanding Principal 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 or of modifying in any manner the rights of the Noteholders; 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 Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Principal Amount of the Notes or the Certificates required to consent to any such amendment, without the consent of the holders of all the outstanding NoteholdersNotes and Certificates. Notwithstanding the foregoing, no amendment to this Agreement shall materially and adversely affect the rights or obligations of the Swap Counterparty under this Agreement unless the Swap Counterparty shall have consented in writing to such amendment (and such consent shall be deemed to have been given if the Swap Counterparty does not object in writing within ten (10) Business Days after receipt of a written request for such consent). Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee Trustee, the Administrator, the Swap Counterparty and each of the Rating Agencies. It shall not be necessary for the consent of the Noteholders Noteholders, the Certificateholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Owner Trustee may prescribe. No amendment to this Agreement shall affect the rights or duties of the Administrator without the consent of the Administrator. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or any other Basic Document, the Interim 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 the other Basic Documents. The Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Depositor, the Seller and the Interim Eligible Lender Trustee, Owner Trustee with prior written notice to the Rating AgenciesAgencies and the Indenture Trustee and with the consent of the Insurer (which consent shall not heunreasonably withheld), but without the consent of any of the Noteholders, the Transferor or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Transferor; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder, the Transferor or the Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder, the Transferor or the Insurer if either (i) an Opinion of Counsel is obtained to such effect, or (ii) the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Seller Seller, the Depositor and the Interim Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating Agencies, with the consent Insurer and the Indenture Trustee, the Noteholders evidencing more than 50% of the Noteholders of Percentage Interests in the Notes evidencing not less than a majority of and 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Transferor; 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 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 and the Transferor. The Depositor shall join in any such amendment approved as provided in the preceding sentence so long as such amendment is not adverse to the interests of the Depositor. Promptly after the execution of any such amendment or consentamendment, the Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee Trustee, the Insurer and each of the Rating Agencies. It shall not be necessary for the consent of the Transferor, the Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consentamendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of 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 Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim 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 -------------------------- the Seller Company and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests interest of any NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller Company and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating 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 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that no such amendment shall shall: (a) increase or reduce in any -------- ------- manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans 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 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 Interim 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. It shall not be necessary for the consent of the Certificateholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Interim 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 Trust Agreement or any amendment of any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the each Rating AgenciesAgency, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion the satisfaction of Counselthe Rating Agency Condition with respect to such amendment, adversely affect in any material respect the interests of any NoteholderNoteholder or Certificateholder; provided, further, that such amendment shall not be deemed to adversely affect in any material respect the interest of any Noteholder or Certificateholder if the person requesting such amendment obtains a letter from the Rating Agencies stating that the amendment would not result in the downgrade or withdrawal of the ratings then assigned to the Notes and Trust Certificates. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the each Rating AgenciesAgency, 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 aggregate Certificate Percentage Interest, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 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 and the Certificate 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 Interim 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 AgenciesAgency. It shall not be necessary for the consent of the Certificateholders or Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Interim 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 Trust 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 Agreement may be amended by -------------------------- the Seller Depositor, the Trust Administrator and the Interim 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 Agreement and the Swap Agreement is in effect) and with prior written notice to the Rating Agencies, but without the consent of any of the NoteholdersNoteholders or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder or adversely affect the tax status of the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or Certificateholder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each applicable Class of Notes and Certificates. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as set forth in this paragraph. This Agreement may also be amended from time to time by the Seller Depositor, the Trust Administrator and the Interim Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating AgenciesAgencies and with the prior written consent of the Indenture Trustee, with the holders of Notes evidencing more than 66 2/3 % of the Outstanding Balance of the Notes, the consent of each Certificateholder and with the Noteholders of Notes evidencing not less than a majority prior written consent of the Outstanding Amount Swap Counterparty (but only to the extent such amendment materially adversely affects the amounts, priority or timing of payments under the NotesSwap Agreement and the Swap Agreement is in effect), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholdersany 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 Trust Student Loans the Collateral or distributions 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 Interim 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. It shall not be necessary for the consent of the Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own rights, duties or immunities under this Agreement or otherwise.substance

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders, the Swap Counterparties or the 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 or of modifying in any manner the rights of the Noteholders, the Swap Counterparties or the Cap Counterparty; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, the Swap Counterparties or the Cap Counterparty. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating 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 Agreement or of modifying in any manner the rights of the Noteholders; 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 (b) 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 Trustee, with prior written notice to the Rating Agencies, with the consent of the Swap Counterparties or the Cap Counterparty for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Swap Counterparties or the Cap Counterparty, respectively, if in the Opinion of Counsel such amendment materially adversely affects the interests of the Swap Counterparties or the Cap Counterparty, respectively. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the holder of the Excess Distribution Certificate, the Indenture Trustee Trustee, the Swap Counterparties, the Cap Counterparty and each of the Rating Agencies. It shall not be necessary for the consent of the Noteholders Noteholders, the Indenture Trustee, the Swap Counterparties or the Indenture Trustee Cap Counterparty pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Swap Counterparties, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Swap Counterparties; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of -------- ------- Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder or Swap Counterparty. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, with the consent of (i) the Class A Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, -------- ------- that no such amendment shall (a) increase or reduce in any -------- ------- manner the amount of, or accelerate or delay the timing of, collections of payments on Trust 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 any class of Notes required to consent to any such amendment, without the consent of all the outstanding NoteholdersNoteholders of such class. This Agreement may also be amended from time to time by the Depositor and the Eligible Lender Trustee, with prior written notice to the Rating Agencies, with the consent of the affected Swap Counterparty for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of this Agreement or modifying in any manner the rights of a Swap Counterparty if in the Opinion of Counsel such amendment materially adversely affects the interests of such Swap Counterparty. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the holder of the Excess Distribution Certificate, the Indenture Trustee Trustee, the Swap Counterparties and each of the Rating Agencies. It shall not be necessary for the consent of the Noteholders or Noteholders, the Indenture Trustee or any Swap Counterparty pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, the Securities Administrator and the Interim Eligible Lender Owner Trustee, with the consent of the Holder and with prior written notice to the Rating Agencies, but without the consent of any of the NoteholdersNoteholders or the 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Holder or (b) to comply with any SEC Rules (as defined in Section 10.13 hereof); provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder or the Holder or adversely affect the tax status of the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or the Holder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as set forth in this paragraph. Notwithstanding the foregoing, neither an Opinion of Counsel nor any letters from any Rating Agency referred to above shall be required if such amendment is made pursuant to (b) above. This Agreement may also be amended from time to time by the Seller Depositor, the Securities Administrator and the Interim Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating AgenciesAgencies and with the prior written consent of the Indenture Trustee, with the Holders (as defined in the Indenture) of Notes evidencing more than 662/3% of the Outstanding Balance of the Notes, and the consent of the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the NotesHolder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersHolder; 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 Trust Student Loans the Collateral or distributions payments that shall be required to be made for the benefit of the Noteholders or the Holder 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 Holder 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 the Holder. Notwithstanding the foregoing, no provision of Sections 2.03 or 5.06 hereof may be amended in any manner unless (i) 100% of the Outstanding Balance of the Noteholders have consented in writing thereto, (ii) the Rating Agencies have consent in writing thereto or (iii) the Notes have been paid in full and the Indenture has been discharged. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Holder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of the Holder, the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Holder provided for in this Agreement or in any other Operative Agreement) and of evidencing the authorization of the execution thereof by the Holder shall be subject to such reasonable requirements as the Interim 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 Interim Eligible Lender Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement. The Interim 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 Interim Eligible Lender Owner Trustee's ’s or Securities Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller and the Interim Eligible Lender Trustee, with prior written notice to the Rating 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, the Trust Administrator and the Interim 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 Agreement and the Swap Agreement is in effect) and with prior written notice to the Rating Agencies, but without the consent of any of the NoteholdersNoteholders or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder or adversely affect the tax status of the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or Certificateholder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each applicable Class of Notes and Certificates. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as set forth in this paragraph. This Agreement may also be amended from time to time by the Seller Depositor, the Trust Administrator and the Interim Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating AgenciesAgencies and with the prior written consent of the Indenture Trustee, with the holders of Notes evidencing more than 66 2/3 % of the Outstanding Balance of the Notes, the consent of each Certificateholder and with the Noteholders of Notes evidencing not less than a majority prior written consent of the Outstanding Amount Swap Counterparty (but only to the extent such amendment materially adversely affects the amounts, priority or timing of payments under the NotesSwap Agreement and the Swap Agreement is in effect), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholdersany 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 Trust Student Loans the Collateral or distributions 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 Interim 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. It shall not be necessary for the consent of the Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholders provided for in this Agreement or in any other Operative Agreement) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim 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 Interim Eligible Lender Owner Trustee's ’s or Trust Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, and the Interim Eligible Lender Owner Trustee, with the prior consent of the Note Insurer, and with prior written notice to the Rating Agencies, but without the consent of any of the NoteholdersNoteholders or the Certificateholders or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, not adversely affect in any material respect the interests of any NoteholderNoteholder or Certificateholder or the rights of the Note Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, with the prior written notice to the Rating Agencies, with the consent of the Noteholders Rating Agencies and with the prior written consent of the Indenture Trustee, the Note Insurer, the Holders (as defined in the Indenture) of Notes evidencing not less more than a majority 50% of the Outstanding Amount of the Notes, the Holders of Certificates evidencing more than 50% of the Percentage Interests of the Trust Interest and if the party requesting such amendment satisfies the Rating Agency Condition with respect to such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 the Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders Noteholders, the Certificateholders or the Note Insurer, (b) reduce the aforesaid percentage of the Outstanding Amount 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, the Note Insurer and the Holders of all the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee Trustee, the Note Insurer and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, the Administrator and the Interim Eligible Lender Owner Trustee, with the consent of the Holder and with prior written notice to the Rating Agencies, but without the consent of any of the NoteholdersNoteholders or the 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Holder or (b) to comply with any SEC Rules (as defined in Section 10.13 hereof); provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder or the Holder or adversely affect the tax status of the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or the Holder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as set forth in this paragraph. Notwithstanding the foregoing, neither an Opinion of Counsel nor any letters from any Rating Agency referred to above shall be required if such amendment is made pursuant to (b) above. This Agreement may also be amended from time to time by the Seller Depositor, the Administrator and the Interim Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating AgenciesAgencies and with the prior written consent of the Indenture Trustee, with the Holders (as defined in the Indenture) of Notes evidencing more than 662/3% of the Outstanding Balance of the Notes, and the consent of the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the NotesHolder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersHolder; 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 Trust Student Loans the Collateral or distributions payments that shall be required to be made for the benefit of the Noteholders or the Holder 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 Holder 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 the Holder. Notwithstanding the foregoing, no provision of Sections 2.03 or 5.06 hereof may be amended in any manner unless (i) 100% of the Outstanding Balance of the Noteholders have consented in writing thereto, (ii) the Rating Agencies have consent in writing thereto or (iii) the Notes have been paid in full and the Indenture has been discharged. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Holder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of the Holder, the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Holder provided for in this Agreement or in any other Operative Agreement) and of evidencing the authorization of the execution thereof by the Holder shall be subject to such reasonable requirements as the Interim 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 Interim Eligible Lender Owner Trustee and the Administrator shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement. The Interim Eligible Lender Neither the Owner Trustee may, but nor the Administrator shall not be obligated to, to enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's ’s or Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the each Rating AgenciesAgency, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion the satisfaction of Counselthe Rating Agency Condition with respect to such amendment, adversely affect in any material respect the interests of any NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the each Rating AgenciesAgency, with the consent of the Noteholders Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes and the consent of the Holders of Certificates evidencing not less than a majority of the Percentage Interests in the Certificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 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 and the Percentage Interests in the Certificates required to consent to any such amendment, without the consent of the Holders of all the then-outstanding NoteholdersNotes and Certificates. Promptly after the execution of any such amendment or consent, the Interim 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 AgenciesAgency. It shall not be necessary for the consent of the Certificateholders or Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim Eligible Lender Owner Trustee may prescribe. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Interim 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 (if any) to such amendment specified in this Agreement have been met. The Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders 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 or of modifying in any manner the rights of the NoteholdersAgreement; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder or any Swap Counterparty. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Trustee, with prior written notice to any Swap Counterparty and the Rating Agencies, Agencies and 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 Agreement or of modifying in any manner the rights of the NoteholdersAgreement; 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 (b) 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 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. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee any Swap Counterparty pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, HFC, the Owner Trustee, the Delaware Trustee and the Interim Eligible Lender Trustee, Co-Trustee with prior written notice to the Rating AgenciesAgencies and the Indenture Trustee and with the consent of the Insurer (which consent shall not be unreasonably withheld), but without the consent of any of the Noteholders, the Transferor or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Transferor; 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, the Transferor or the Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder, the Transferor or the Insurer if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Seller Depositor, HFC, the Owner Trustee, the Delaware Trustee and the Interim Eligible Lender Trustee, Co-Trustee with the prior written notice to consent of the Rating Agencies, with the consent of Indenture Trustee, the Noteholders of Notes evidencing not less than a majority of Majority Noteholder, the Outstanding Amount of Transferor and the NotesInsurer, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Transferor; 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 the Home Equity 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; and provided further, that no such amendment will be effective unless the Insurer consents to such action or such action will not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholders or the Insurer. The Depositor shall join in any such amendment approved as provided in the preceding sentence so long as such amendment is not adverse to the interests of the Depositor. Anything to the contrary herein notwithstanding, no amendment to this Agreement may be made that affects the rights and liabilities of the Delaware Trustee without the written consent of the Delaware Trustee. Promptly after the execution of any such amendment or consentamendment, the Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee Trustee, the Insurer and each of the Rating Agencies. It shall not be necessary for the consent of the Transferor, the Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consentamendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of 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 Interim Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Delaware 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, each of the Interim Eligible Lender Owner Trustee and the Delaware Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and that all conditions precedent to such execution and delivery have been satisfied. The Interim Eligible Lender Owner Trustee and the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, the Company and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller Depositor, the Company and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating 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 of the Notes, the consent of the Owners of Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Certificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 the Receivables 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 or of the Percentage Interests evidenced by the Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding NoteholdersNotes and the Owners of the Certificates. Promptly after the execution of any such amendment or consent, the Interim 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. It shall not be necessary for the consent of the Certificateholders or Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Interim 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 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. Prior to the payment in full of the Senior Notes, this Agreement may be amended upon the request of any Certificateholder to permit the transfer of the Certificates other than in accordance with Section 3.04(g), which amendment may include the addition or deletion of any provisions appropriate thereto; provided that the requesting Certificateholder shall have (at its sole expense) supplied the Owner Trustee and the Indenture Trustee with an opinion of nationally recognized counsel to the effect that the execution of such amendment will not result in the recognition by any Holder of a Senior Note of a “taxable event” within the meaning of Section 1001 of the Code or adversely affect any rights or remedies of any Holder of a Senior Note.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Owner Trustee and the Interim Eligible Lender Indenture Trustee, with prior written notice to the Rating AgenciesAgencies then rating the Notes, without the consent of any of the Noteholders, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder whose consent has not been obtained, 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 the Seller Owner Trustee and the Interim Eligible Lender Indenture Trustee, with prior written notice to the Rating AgenciesAgencies then rating the Notes, with the consent of (i) the Class A Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Outstanding Amount of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, that no such amendment shall (a) increase or reduce in any -------- ------- manner the amount of, or accelerate or delay the timing of, collections of payments on Trust 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 any class of the Notes required to consent to any such amendment, without the consent of all of the outstanding NoteholdersNoteholders representing 100% of the Outstanding Amount of such class of Notes. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating AgenciesAgencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Owner Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Interim 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 an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution of such amendment have been met or otherwise satisfied. The Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim 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 -------------------------- the Depositor, the Seller and the Interim Eligible Lender Trustee, Owner Trustee with prior written notice to the Rating AgenciesAgencies and the Indenture Trustee and with the consent of the Insurer (which consent shall not heunreasonably withheld), but without the consent of any of the Noteholders, the Transferor or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Transferor; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder, the Transferor or the Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder, the Transferor or the Insurer if either (i) an Opinion of Counsel is obtained to such effect, or (ii) the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Seller Seller, the Depositor and the Interim Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating Agencies, with the consent Insurer and the Indenture Trustee, the Noteholders evidencing more than 50% of the Noteholders of Percentage Interests in the Notes evidencing not less than a majority of and 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Transferor; 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 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 and the Transferor. The Depositor shall join in any such amendment approved as provided in the preceding sentence so long as such amendment is not adverse to the interests of the Depositor. Promptly after the execution of any such amendment or consentamendment, the Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee Trustee, the Insurer and each of the Rating Agencies. It shall not be necessary for the consent of the Transferor, the Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consentamendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of 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 Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the each Rating AgenciesAgency, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder or cause the Trust to be subject to an entity level tax for federal income tax purposes. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or Certificateholder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agency stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each Class of Securities. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as set forth in this paragraph. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the each Rating AgenciesAgency, with the consent of the Noteholders Holders (as defined in the Indenture) of Notes evidencing not less than a majority 66 2/3% of the Outstanding Amount of the NotesNotes and the consent of the Holders of Certificates evidencing not less than 66 2/3% of the Aggregate Voting Interests of the Certificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 Voting Interests of the Certificates required to consent to any such amendment, without the consent of the holders of all the outstanding NoteholdersSecurities affected thereby; and provided, however, that such action shall not, as evidenced by an Opinion of Counsel, cause the Trust to be subject to an entity level tax for federal income tax purposes. Notwithstanding the foregoing, no provision of Sections 2.03 or 4.01 hereof may be amended in any manner unless (i) 100% of the Noteholders have consented in writing thereto, (ii) the Rating Agencies have consented in writing thereto or (iii) the Notes have been paid in full and the Indenture has been discharged. Promptly after the execution of any such amendment or consent, the Interim 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 AgenciesAgency. It shall not be necessary for the consent of the Certificateholders or Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Operative Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Interim 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 Opinion of Counsel to the effect that such amendment is authorized or permitted by the Operative Documents and that all conditions precedent in the Operative Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, the Securities Administrator and the Interim Eligible Lender Owner Trustee, with the consent of the Holder and with prior written notice to the Rating Agencies, but without the consent of any of the NoteholdersNoteholders or the 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Holder or (b) to comply with any SEC Rules (as defined in Section 10.13 hereof); provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder or the Holder or adversely affect the tax status of the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or the Holder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as set forth in this paragraph. Notwithstanding the foregoing, neither an Opinion of Counsel nor any letters from any Rating Agency referred to above shall be required if such amendment is made pursuant to (b) above. This Agreement may also be amended from time to time by the Seller Depositor, the Securities Administrator and the Interim Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating AgenciesAgencies and with the prior written consent of the Indenture Trustee, with the Holders (as defined in the Indenture) of Notes evidencing more than 662/3% of the Outstanding Balance of the Notes, and the consent of the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the NotesHolder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersHolder; 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 Trust Student Loans the Collateral or distributions payments that shall be required to be made for the benefit of the Noteholders or the Holder 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 Holder 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 the Holder. Notwithstanding the foregoing, no provision of Sections 2.03 or 5.06 hereof may be amended in any manner unless (i) 100% of the Outstanding Balance of the Noteholders have consented in writing thereto, (ii) the Rating Agencies have consent in writing thereto or (iii) the Notes have been paid in full and the Indenture has been discharged. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Holder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of the Holder, the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Holder provided for in this Agreement or in any other Operative Agreement) and of evidencing the authorization of the execution thereof by the Holder shall be subject to such reasonable requirements as the Interim 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 Interim Eligible Lender Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement. The Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own rights, duties or immunities under this Agreement or otherwise.this

Supplements and Amendments. This Agreement may be amended by -------------------------- the Sponsor, the Seller and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders, the Certificateholders or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, not adversely affect in any material respect the interests of any NoteholderNoteholder or Certificateholder. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder if the party requesting the amendment (i) delivers an Opinion of Counsel, at the expense of the party requesting the change, delivered to the Owner Trustee to such effect, or (ii) satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Sponsor, the Seller and the Interim Eligible Lender Owner Trustee, with the prior written notice to the Rating Agencies, with the consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Noteholders evidencing more than 50% of Notes evidencing not less than a majority the Class Note Balance of the Outstanding Amount Notes of all of the NotesClasses and the Certificateholders evidencing more than 50% of the Percentage Interests of the Trust, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 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 and the Certificateholders of all the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Trustee Sponsor shall furnish written notification of the substance of such amendment or consent to the Certificateholders, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim 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 -------------------------- the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice made available by the Administrator to the each Rating AgenciesAgency, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of CounselCounsel with respect to such amendment, adversely affect in any material respect the interests of any NoteholderNoteholder or Certificateholder; provided, further, that such amendment shall not be deemed to adversely affect in any material respect the interest of any Noteholder or Certificateholder and no Opinion of Counsel shall be required if the Rating Agency Condition is satisfied with respect to each Rating Agency. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice made available by the Administrator to the each Rating AgenciesAgency, with the consent of the Noteholders Holders (as defined in the Indenture) 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 aggregate Certificate Percentage Interest, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 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 and the Certificate 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 Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee and the Administrator, and the Administrator shall make such notice available to each of the Rating AgenciesAgency. It shall not be necessary for the consent of the Certificateholders or Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim Eligible Lender Owner Trustee (and the Paying Agent and Certificate Registrar) shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and an Officer’s Certificate from the Depositor stating that all the conditions precedent to the execution and delivery of such amendment have been met. The Interim Eligible Lender Trustee Owner Trustee, Paying Agent, Certificate Registrar and authenticating agent may, but shall not be obligated to, enter into any such amendment which that affects the Interim Eligible Lender Trustee's own their respective rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; 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. This Agreement may also be amended from time to time by the Seller and the Interim Eligible Lender Trustee, with prior written notice to the Rating 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 Agreement or of modifying in any manner the rights of the Noteholders; 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 (b) 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 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. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating 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 of the Notes, the consent of the Owners of Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Certificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 the Receivables 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 or of the Percentage Interests evidenced by the Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding NoteholdersNotes and the Owners of the Certificates. Promptly after the execution of any such amendment or consent, the Interim 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. It shall not be necessary for the consent of the Certificateholders or Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Interim 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 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. Prior to the payment in full of the Senior Notes, this Agreement may be amended upon the request of any Certificateholder to permit the transfer of the Certificates other than in accordance with Section 3.04(g) but otherwise in full compliance with the other transfer restrictions specified herein or on the Certificates, which amendment may include the addition or deletion of any provisions appropriate thereto; provided that the requesting Certificateholder shall have (at its sole expense) supplied the Owner Trustee and the Indenture Trustee with an opinion of nationally recognized counsel to the effect that the execution of such amendment will not result in the recognition by any Holder of a Senior Note of a “taxable event” within the meaning of Section 1001 of the Code or adversely affect any rights or remedies of any Holder of a Senior Note.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguityambiguity or defect, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Noteholders Holders of Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes and, to the extent affected thereby, 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 Home Equity Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding NoteholdersNotes and Holders of all outstanding Certificates. Promptly after the execution of any such amendment or consent, the Interim 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. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 the execution and delivery of such amendment have been satisfied. The Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended from time to time by -------------------------- the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Residual Interestholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Residual Interestholder; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder or Residual Interestholder. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, without the consent of any of the Noteholders or the Residual Interestholder, in order to enable all or a portion of the Trust to qualify as a "financial asset securitization investment trust" under federal tax laws and regulations (a "FASIT"), to permit a FASIT election to be made under such laws and regulations and to make such modifications to this Agreement as may be permitted by reason of the making of such election; provided that (i) the Rating Agency Condition shall have been satisfied with respect thereto, (ii) an Opinion of Counsel is rendered that such election will not have material adverse consequences to any Noteholder or to the Residual Interestholder, and (iii) the ability of the FASIT to add or remove assets shall be limited to the same extent as "real estate mortgage investment conduits" ("REMICs") under applicable federal tax laws and regulations. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Majority Noteholders of Notes evidencing not less than a majority and the consent of the Outstanding Amount of the NotesResidual Interestholder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Residual Interestholder; provided, however, that no such amendment shall shall: (a) increase or reduce in any -------- ------- manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Residual Interestholder; or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendmentamendment to less than the percentage contemplated by the definition of Majority Noteholders, without the consent of the Holders of all the outstanding NoteholdersNotes. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Residual Interestholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of the Noteholders Residual Interestholder or the Indenture Trustee Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Residual Interestholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Residual Interestholder shall be subject to such reasonable requirements as the Interim Eligible Lender Owner Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Interim 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 Trust Agreement or any amendment of any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied. The Owner Trustee shall comply with Section 3.07(g) of the Indenture with respect to the amendments, modifications, supplements, terminations and surrenders referred to therein.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any NoteholderNoteholder or (ii) the Rating Agency Condition has been satisfied in respect of such proposed amendment. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, and with the consent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing not less than at least a majority of the Outstanding Amount outstanding principal amount of the each materially and adversely affected Class of Notes, acting as a single Class but excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that no such Noteholders or Certificateholders under this Agreement. No amendment shall otherwise permitted under this Section 11.01 may (ax) increase or reduce in any -------- ------- manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment, amendment without the consent of all the outstanding NoteholdersNoteholders and Certficateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder whose consent was not obtained. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Interim 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 any amendment to the Certificate of Trust, the Interim Eligible Lender Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator or an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Interim Eligible Lender Owner Trustee may, but shall not be obligated to, to enter into any such amendment which affects the Interim 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 -------------------------- the Seller Company and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests interest of any NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller Company and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating 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 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 Underlying Securities or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes 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 Interim 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. It shall not be necessary for the consent of the Certificateholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Interim 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 Trust Agreement or any amendment of any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended -------------------------- by -------------------------- the Seller and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by an -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder. This Agreement may also be amended from time to time by the Seller and the Interim Eligible Lender Trustee, with prior written notice to the Rating 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 Agreement or of modifying in any manner the rights of the Noteholders; 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 (b) 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 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. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Depositor, the Seller and the Interim Eligible Lender Trustee, Owner Trustee with prior written notice to the Rating AgenciesAgencies and the Indenture Trustee and with the consent of the Insurer (which consent shall not be unreasonably withheld), but without the consent of any of the Noteholders, the Transferor or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Transferor; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder, the Transferor or the Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder, the Transferor or the Insurer if either (i) an Opinion of Counsel is obtained to such effect, or (ii) the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Seller Seller, the Depositor and the Interim Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating Agencies, with the consent Insurer and the Indenture Trustee, the Noteholders evidencing more than 50% of the Noteholders of Percentage Interests in the Notes evidencing not less than a majority of and 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Transferor; 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 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 and the Transferor. The Depositor shall join in any such amendment approved as provided in the preceding sentence so long as such amendment is not adverse to the interests of the Depositor. Promptly after the execution of any such amendment or consentamendment, the Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee Trustee, the Insurer and each of the Rating Agencies. It shall not be necessary for the consent of the Transferor, the Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consentamendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of 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 Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim 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 -------------------------- the Seller Depositor, the Trust Administrator and the Interim Eligible Lender Owner Trustee, with the consent of the Certificateholder and with prior written notice to the Rating Agencies, but without the consent of any of the NoteholdersNoteholders or the Indenture Trustee, (i) to cure any ambiguity, (ii) to conform the provisions of this Agreement to the information contained in the Prospectus or to correct or supplement any provisions in provision herein, (iii) to make any other provision with respect to matters or questions arising under this Agreement or for (iv) to add, delete, or amend any provision in order to comply with any requirements imposed by the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersCode, ERISA and their related regulations; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder or Certificateholder or adversely affect the tax status of the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or Certificateholder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each applicable Class of Notes and Certificates. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as set forth in this paragraph. This Agreement may also be amended from time to time by the Seller Depositor, the Trust Administrator and the Interim Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating Agencies, with the consent holders of the Noteholders each Class of Notes affected thereby evidencing not less more than a majority 66⅔% of the Outstanding Amount Balance of each such Class of Notes and the NotesCertificateholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersCertificateholders; 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 Trust Student Loans the Collateral or distributions 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 Interim 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. It shall not be necessary for the consent of the Noteholders Certificateholders or the Indenture Trustee Noteholders pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholders provided for in this Agreement or in any other Operative Agreement) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim 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 Interim Eligible Lender Owner Trustee's ’s or Trust Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Transferor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Owner or any other Person, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderAgreement. This Agreement may also be amended from time to time by the Seller Transferor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Noteholders holders of Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes and the consent of the Owner, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders and the Owner; provided, however, that without the consent of all Noteholders, no such amendment shall (a) increase or reduce in any -------- ------- manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans Receivables or distributions that shall be required to be made for the benefit of the Noteholders holders of the Notes or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of the holders of all the outstanding NoteholdersNotes. Promptly after the execution of any such amendment or consent, the Interim 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. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee Owner pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to Promptly after the execution of any amendment to this Agreementthe Certificate of Trust, the Interim Eligible Lender Owner Trustee shall cause the filing of such amendment with the Secretary of State. The Owner Trustee shall be entitled to receive receive, and rely upon shall be fully protected in relying upon, an Opinion Officer's Certificate of Counsel stating the Transferor or MCC to the effect that the execution of conditions to such amendment is authorized or permitted by this AgreementAmendment have been satisfied. The Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, the Administrator and the Interim Eligible Lender Owner Trustee, with the consent of the Holder and with prior written notice to the Rating Agencies, but without the consent of any of the NoteholdersNoteholders or the 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Holder or (b) to comply with any SEC Rules (as defined in Section 10.13 hereof); provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder or the Holder or adversely affect the tax status of the Trust or result in an Adverse FASIT Event. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or the Holder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as set forth in this paragraph. Notwithstanding the foregoing, neither an Opinion of Counsel nor any letters from any Rating Agency referred to above shall be required if such amendment is made pursuant to (b) above. This Agreement may also be amended from time to time by the Seller Depositor, the Administrator and the Interim Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating AgenciesAgencies and with the prior written consent of the Indenture Trustee, with the Holders (as defined in the Indenture) of Notes evidencing more than 662/3% of the Outstanding Balance of the Notes, and the consent of the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the NotesHolder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersHolder; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust or result in an Adverse FASIT Event; and provided, further, that no such amendment shall (a) increase or reduce in any -------- ------- manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans the Collateral or distributions that shall be required to be made for the benefit of the Noteholders or the Holder 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 Holder 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 the Holder. Notwithstanding the foregoing, no provision of Sections 2.03 or 5.06 hereof may be amended in any manner unless (i) 100% of the Outstanding Balance of the Noteholders have consented in writing thereto, (ii) the Rating Agencies have consent in writing thereto or (iii) the Notes have been paid in full and the Indenture has been discharged. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Holder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of the Holder, the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Holder provided for in this Agreement or in any other Operative Agreement) and of evidencing the authorization of the execution thereof by the Holder shall be subject to such reasonable requirements as the Interim 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 Interim Eligible Lender Owner Trustee and the Administrator shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement. The Interim Eligible Lender Neither the Owner Trustee may, but nor the Administrator shall not be obligated to, to enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's ’s or Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders, Noteholders or the Certificateholder to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholder; provided, however, that such action amendment shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder or the Owner or the federal tax characteristics of the Notes. This Agreement may also be amended from time to time by the Seller and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Noteholders Holders of Notes evidencing not less than a majority of the Outstanding Principal 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 or of modifying in any manner the rights of the Noteholders; 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 Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Owner or (b) reduce the aforesaid percentage of the Outstanding Principal Amount of the Notes or the Certificate required to consent to any such amendment, without the consent of the holders of all the outstanding NoteholdersNotes and the Certificate. Promptly after the execution of any such amendment or consent, the Interim 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. It shall not be necessary for the consent of the Noteholders Noteholders, the Owner or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim 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 any other Basic Document, the Interim 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 the other Basic Documents. The Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, the Company and the Interim Eligible Lender Owner Trustee, with the prior consent of the Securities Insurer and with prior written notice to the Rating Agencies, but without the consent of any of the NoteholdersNoteholders or the Owners or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; Noteholders or the Owners provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, not adversely affect in any material respect the interests of any NoteholderNoteholder or Owner, or, without its consent, the Paying Agent. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Owner if (i) an opinion of counsel is obtained to such effect, and (ii) the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Seller Depositor, the Company and the Interim Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating Agencies, the Securities Insurer 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 50% of the Outstanding Amount of the NotesNotes and the Majority Residual Interestholders, and if affected thereby, the Paying Agent, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 Trust Student the Home Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or 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, and in the case of clause (b) without the consent of the holders of all the outstanding Residual Interest Certificates. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee Trustee, the Securities Insurer and each of the Rating Agencies. It shall not be necessary for the consent of Owners, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Owners provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, the Company and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement (including for the issuance of Fixed Value Securities pursuant to Section 2.03 of the Sale and Servicing Agreement) or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller Depositor, the Company and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating 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 of the Notes, the consent of the Holders of Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Certificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Certificates 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 Interim 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. It shall not be necessary for the consent of the Certificateholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own rights, duties or immunities under this Agreement or otherwise.substance

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice made available by the Administrator to the each Rating AgenciesAgency, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of CounselCounsel with respect to such amendment, adversely affect in any material respect the interests of any NoteholderNoteholder or Certificateholder; provided, further, that such amendment shall be deemed not to adversely affect in any material respect the interest of any Noteholder or Certificateholder and no Opinion of Counsel shall be required if the Rating Agency Condition is satisfied with respect to each Rating Agency. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice made available by the Administrator to the each Rating AgenciesAgency, with the consent of the Noteholders Holders (as defined in the Indenture) 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 aggregate Certificate Percentage Interest, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 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 and the Certificate 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 Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee and the Administrator, and the Administrator shall make such notice available to each of the Rating AgenciesAgency. It shall not be necessary for the consent of the Certificateholders or Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim Eligible Lender Owner Trustee (and the Paying Agent and Certificate Registrar) shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and an Officer’s Certificate from the Depositor stating that all the conditions precedent to the execution and delivery of such amendment have been met. The Interim Eligible Lender Trustee Owner Trustee, Paying Agent, Certificate Registrar and authenticating agent may, but shall not be obligated to, enter into any such amendment which that affects the Interim Eligible Lender Trustee's own their respective rights, duties duties, indemnities or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended -------------------------- by -------------------------- the Seller Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Swap Counterparty, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Swap Counterparty; provided, -------- however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, ------- adversely affect in any material respect the interests of any NoteholderNoteholder or the Swap Counterparty. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, with the consent of (i) the Class A Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, -------- ------- that no such amendment shall (a) increase or reduce in any -------- ------- manner the amount of, or accelerate or delay the timing of, collections of payments on Trust 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 any class of Notes required to consent to any such amendment, without the consent of all the outstanding NoteholdersNoteholders of such class. This Agreement may also be amended from time to time by the Depositor and the Eligible Lender Trustee, with prior written notice to the Rating Agencies, with the consent of the the Swap Counterparty for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Swap Counterparty if in the Opinion of Counsel such amendment materially adversely affects the interests of the Swap Counterparty. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the holder of the Excess Distribution Certificate, the Indenture Trustee Trustee, the Swap Counterparty and each of the Rating Agencies. It shall not be necessary for the consent of the Noteholders or Noteholders, the Indenture Trustee or the Swap Counterparty pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, HFC, the Owner Trustee, the Delaware Trustee and the Interim Eligible Lender Trustee, Co-Trustee with prior written notice to the Rating AgenciesAgencies and the Indenture Trustee, but without the consent of any of the Noteholders, the Transferor or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Transferor; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder or the Transferor. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or the Transferor if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Seller Depositor, HFC, the Owner Trustee, the Delaware Trustee and the Interim Eligible Lender Trustee, Co-Trustee with the prior written notice to consent of the Rating Agencies, with the consent of Indenture Trustee, the Noteholders of Notes evidencing not less than a majority of Majority Noteholder and 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Transferor; 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 the Home Equity 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 Notes; and provided further, that no such amendment will be effective unless such action will not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholders. The Depositor shall join in any such amendment approved as provided in the preceding sentence so long as such amendment is not adverse to the interests of the Depositor. Anything to the contrary herein notwithstanding, no amendment to this Agreement may be made that affects the rights and liabilities of the Delaware Trustee without the written consent of the Delaware Trustee. Promptly after the execution of any such amendment or consentamendment, the Interim 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. It shall not be necessary for the consent of the Transferor, the Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consentamendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of 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 Interim Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Delaware 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, each of the Interim Eligible Lender Owner Trustee and the Delaware Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and that all conditions precedent to such execution and delivery have been satisfied. The Interim Eligible Lender Owner Trustee and the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, the Owner Trustee and the Interim Eligible Lender Delaware Trustee, with prior written notice to the Rating Agencies, and without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that either (i) an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, officer reasonably believes that such proposed amendment will not materially and adversely affect in any material respect the interests interest of any NoteholderNoteholder or (ii) the Rating Agency Condition has been satisfied in respect of such proposed amendment. This Agreement may also be amended from time to time by the Seller Depositor, the Owner Trustee and the Interim Eligible Lender Delaware Trustee, with prior written notice to the Rating Agencies, and with the consent of the Indenture Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of the Notes evidencing not less than at least a majority of the Outstanding Amount outstanding principal amount of the Controlling Class of Notes, acting together as a single Class but excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that no such Noteholders or Certificateholders under this Agreement. No amendment shall otherwise permitted under this Section 11.01 may (ax) increase or reduce in any -------- ------- manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans the Receivables or distributions that shall be required to be made for the benefit of the any Noteholders or Certificateholders without the consent of all Noteholders and Certificateholders adversely affected thereby, or (by) reduce the aforesaid percentage of the Outstanding Amount of the Notes or Certificates which are required to consent to any such amendment, amendment without the consent of all the outstanding NoteholdersNoteholders and Certficateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer’s Certificate shall have been delivered by the Servicer to the Owner Trustee, the Delaware Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder whose consent was not obtained. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator and the Administrator shall provide such notification to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Interim 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 any amendment to the Certificate of Trust, the Interim Eligible Lender Owner Trustee and the Delaware Trustee shall be entitled to receive and rely upon an Officer’s Certificate of the Administrator or an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Interim Eligible Lender Neither the Owner Trustee may, but nor the Delaware Trustee shall not be obligated to, to enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's ’s or the Delaware Trustee’s, respectively, own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguityambiguity or defect, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Noteholders Holders of Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes and, to the extent affected thereby, 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the [Current Principal Amount] required to consent to any such amendment, without the consent of the Holders of all the outstanding NoteholdersNotes and Holders of all outstanding Certificates. Promptly after the execution of any such amendment or consent, the Interim 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. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 the execution and delivery of such amendment have been satisfied. The Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, the Administrator and the Interim Eligible Lender Owner Trustee, with the consent of the Holder and with prior written notice to the Rating Agencies, but without the consent of any of the NoteholdersNoteholders or the 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Holder or (b) to comply with any SEC Rules (as defined in Section 10.13 hereof); provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder or the Holder or adversely affect the tax status of the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or the Holder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as set forth in this paragraph. Notwithstanding the foregoing, neither an Opinion of Counsel nor any letters from any Rating Agency referred to above shall be required if such amendment is made pursuant to (b) above. This Agreement may also be amended from time to time by the Seller Depositor, the Administrator and the Interim Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating AgenciesAgencies and with the prior written consent of the Indenture Trustee, with the Holders (as defined in the Indenture) of Notes evidencing more than 662/3% of the Outstanding Balance of the Notes, and the consent of the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the NotesHolder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersHolder; 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 Trust Student Loans the Collateral or distributions payments that shall be required to be made for the benefit of the Noteholders or the Holder 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 Holder 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 the Holder. Notwithstanding the foregoing, no provision of Sections 2.03 or 5.06 hereof may be amended in any manner unless (i) 100% of the Outstanding Balance of the Noteholders have consented in writing thereto, (ii) the Rating Agencies have consent in writing thereto or (iii) the Notes have been paid in full and the Indenture has been discharged. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Holder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of the Holder, the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Holder provided for in this Agreement or in any other Operative Document) and of evidencing the authorization of the execution thereof by the Holder shall be subject to such reasonable requirements as the Interim 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 Interim Eligible Lender Owner Trustee and the Administrator shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement. The Interim Eligible Lender Neither the Owner Trustee may, but nor the Administrator shall not be obligated to, to enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's ’s or Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, the Administrator and the Interim Eligible Lender Owner Trustee, with the consent of the Holder and with prior written notice to the Rating Agencies, but without the consent of any of the NoteholdersNoteholders or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Holder; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder or the Holder or adversely affect the tax status of the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or the Holder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each Class of Notes. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as set forth in this paragraph. This Agreement may also be amended from time to time by the Seller Depositor, the Administrator and the Interim Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating AgenciesAgencies and with the prior written consent of the Indenture Trustee, with the Holders (as defined in the Indenture) of Notes evidencing more than 662/3% of the Outstanding Balance of the Notes, and the consent of the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the NotesHolder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersHolder; 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 Trust Student Loans the Collateral or distributions that shall be required to be made for the benefit of the Noteholders or the Holder 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 Holder 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 the Holder. Notwithstanding the foregoing, no provision of Sections 2.03 or 5.06 hereof may be amended in any manner unless (i) 100% of the Outstanding Balance of the Noteholders have consented in writing thereto, (ii) the Rating Agencies have consent in writing thereto or (iii) the Notes have been paid in full and the Indenture has been discharged. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Holder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of the Holder, the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Holder provided for in this Agreement or in any other Operative Agreement) and of evidencing the authorization of the execution thereof by the Holder shall be subject to such reasonable requirements as the Interim 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 Interim Eligible Lender Owner Trustee and the Administrator shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement. The Interim Eligible Lender Neither the Owner Trustee may, but nor the Administrator shall not be obligated to, to enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's ’s or Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Seller, the Company and the Interim Eligible Lender Trustee, with the prior written consent of the Swap Counterparty and with prior written notice to the Rating Agencies, without the consent of any of the Noteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; 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. This Agreement may also be amended from time to time by the Seller Seller, the Company and the Interim Eligible Lender Trustee, with prior written consent of the Swap Counterparty and with prior written notice to the Rating Agencies, with the consent of the 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 Agreement or of modifying in any manner the rights of the Noteholders; 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 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 Interim The Eligible Lender Trustee shall furnish 10 Business Days' prior written notification of the substance of any such amendment or consent to the Indenture Trustee and Trustee, each of the Rating AgenciesAgencies and the Swap Counterparty. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim 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 the Swap Counterparty with ten Business Days' prior written notice of any amendment to the Certificate of Trust. Prior to the execution of any amendment to this Agreement, the 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 Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders, Noteholders or the Certificateholder to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholder; provided, however, that such action amendment shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder or the Certificateholder or the federal tax characteristics of the Notes. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Noteholders holders of Notes evidencing not less than a majority of the Outstanding Principal 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 or of modifying in any manner the rights of the Noteholders; 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 Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Principal Amount of the Notes or the Certificate required to consent to any such amendment, without the consent of the holders of all the outstanding NoteholdersNotes and the Certificate. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee Trustee, the Administrator, and each of the Rating Agencies. It shall not be necessary for the consent of the Noteholders Noteholders, the Certificateholder or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Owner Trustee may prescribe. No amendment to this Agreement shall affect the rights or duties of the Administrator without the consent of the Administrator. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or any other Basic Document, the Interim 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 the other Basic Documents. The Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, the Owner Trustee, [the Sub-Trust Depositor and the Interim Eligible Lender Trustee, Delaware Co-trustee,] with prior written notice to the Rating Agencies, without the consent of any of the Noteholders, [the Sub-Trust Beneficiary,] the Certificateholder [or the Holder of the Revolving Liquidity Note,] to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, [the Sub-Trust Beneficiary,] the Certificateholder [or the Holder of the Revolving Liquidity Note,] if (a) the Indenture Trustee and Owner Trustee receive an Opinion of Counsel to the effect that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, will not adversely affect in any material respect the interests of any Noteholder, [the Sub-Trust Beneficiary,] the Certificateholder [or the Holder of the Revolving Liquidity Note,] or (b) the Indenture Trustee or Owner Trustee, as the case may be, have received the consent of (i) the Holders of at least 51% of the Outstanding Amount of the affected Class A Notes acting as a single Class (excluding for such purposes the outstanding principal amount of any Class A Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates) or (ii) if the Class A Notes have been paid in full, [the Sub-Trust Beneficiary and] the Certificateholder, if affected, provided, however, that no such amendment made pursuant to clause (b) above shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders, [the Sub-Trust Beneficiary,] the Certificateholder [or the Holder of the Revolving Liquidity Note] or (ii) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Certificate required to consent to any such amendment, without the consent of the Holders of all the affected Notes, [the Sub-Trust] and the Certificate. This Agreement may also be amended from time to time by the Seller Depositor, the Owner Trustee, [the Sub-Trust Depositor] and the Interim Indenture Trustee without the consent of any of the Noteholders, [the Sub-Trust Beneficiary,] the Certificateholder [or the Holder of the Revolving Liquidity Note] for purposes of changing the formula for determining the Specified Reserve Account Balance, the manner in which the Reserve Account is funded (e.g. to allow the deposit of cash therein by the Depositor), changing the remittance schedule for the deposit of collections in the Collection Account or Payahead Account or changing the definition of Eligible Lender TrusteeInvestments, if (a) the Owner Trustee and Indenture Trustee (i) have received from each Rating Agency that has rated any outstanding Class of Notes (excluding Xxxxx'x) of its written confirmation that such amendment will not result in the qualification, withdrawal or modification of the rating then assigned by such Rating Agency to any Class of Notes and (ii) have provided Xxxxx'x with 10 days prior written notice of such amendment and Xxxxx'x shall not have notified the Owner Trustee and the Indenture Trustee that such amendment might or would result in the qualification, reduction or withdrawal of the rating it has currently assigned to the Rating Agenciesany Class of Notes, with without the consent of any of the Noteholders Noteholders, [the Sub-Trust Beneficiary,] the Certificateholder [or the Holder of Notes evidencing not less than a majority the Revolving Liquidity Note,] or (b) the Indenture Trustee or Owner Trustee, as the case may be, have received the consent of (i) the Holders of at least 51% of the Outstanding Amount of the NotesClass A Notes acting as a single Class (excluding for such purposes the outstanding principal amount of any Class A Notes held of record or beneficially owned by TMCC, for the purpose of adding any provisions to TAFR LLC or changing in any manner or eliminating any of their Affiliates) or (ii) after the provisions of this Agreement or of modifying Class A Notes have been paid in any manner full, [the rights of Sub-Trust Beneficiary] and the NoteholdersCertificateholder; 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 Receivables or distributions that shall be required to be made for the benefit of the Noteholders Noteholders, [the Sub-Trust Beneficiary,] the Certificateholder [or the Holder of the Revolving Liquidity Note] or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment, without the consent of the Holders of all the outstanding Noteholdersaffected Notes and the Certificate. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, [the Sub-Trust Beneficiary, the Holder of the Revolving Liquidity Note,] the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of the Noteholders Certificateholder, [the Sub-Trust Beneficiary,] the Noteholders, [the Holder of the Revolving Liquidity Note] or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder shall be subject to such reasonable requirements as the Interim 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 any amendment to the Certificate of Trust, the Interim 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. [Neither the Owner Trustee nor the Delaware Co-trustee shall] [The Interim Eligible Lender Owner Trustee may, but shall not not] be obligated to, to enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's own [or Delaware Co-trustee's]own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the each Rating AgenciesAgency, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the each Rating AgenciesAgency, with the consent of the Noteholders Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 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 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 Interim 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 AgenciesAgency. It shall not be necessary for the consent of the Certificateholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Interim 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 Trust Agreement or any amendment of any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Initial Beneficial Holder and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguityambiguity or defect, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller Initial Beneficial Holder and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Noteholders Holders of Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes and, to the extent affected thereby, 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 Mortgage Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the [Current Principal Amount] required to consent to any such amendment, without the consent of the Holders of all the outstanding NoteholdersNotes and Holders of all outstanding Certificates. Promptly after the execution of any such amendment or consent, the Interim 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. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 the execution and delivery of such amendment have been satisfied. The Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Company and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests interest of any NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller Company and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating 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 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 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 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 Interim 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. It shall not be necessary for the consent of the Certificateholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Interim 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 Trust Agreement or any amendment of any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Trust Agreement may be amended by -------------------------- the Seller Sponsor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, Delaware Trustee without the consent of any of the NoteholdersHolders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Trust Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Trust Agreement or of modifying in any manner the rights of the NoteholdersHolders 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 NoteholderHolder or Certificateholder. This Trust Agreement may also be amended from time to time by the Seller Sponsor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, Delaware Trustee (a) with the consent of the Noteholders Holders 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 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 Trust Agreement or of modifying in any manner the rights of the NoteholdersHolders or the Certificateholders; provided, however, that no such amendment shall (ai) increase or reduce in any -------- ------- manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Financed Student Loans or distributions that shall be required to be made for the benefit of the Noteholders Holders or the Certificateholders or (bii) reduce the aforesaid percentage of the Outstanding Amount aggregate outstanding amount of the Notes and the Percentage Interest of Certificates required to consent to any such amendment, without the consent of all the outstanding NoteholdersHolders and Certificateholders. Promptly after the execution of any such amendment or consent, the Interim 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 AgenciesTrustee. It shall not be necessary for the consent of the Noteholders Certificateholders or the Indenture Trustee Holders, as the case may be, pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Trust Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim Eligible Lender Delaware Trustee may prescribe. Prior to the execution of any amendment to this Trust Agreement, the Interim 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 Interim Eligible Lender Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Delaware Trustee's own rights, duties or immunities under this Trust Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or a Swap Counterparty, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or a Swap Counterparty; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder or a Swap Counterparty. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating 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 Agreement or of modifying in any manner the rights of the Noteholders; 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 (b) 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 Trustee, with prior written notice to the Rating Agencies, with the consent of a Swap Counterparty for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of this Agreement or modifying in any manner the rights of a Swap Counterparty, if in the Opinion of Counsel such amendment materially adversely affects the interests of a Swap Counterparty. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the holder of the Excess Distribution Certificate, the Indenture Trustee Trustee, a Swap Counterparty and each of the Rating Agencies. It shall not be necessary for the consent of the Noteholders or Noteholders, the Indenture Trustee Trustee, or a Swap Counterparty pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 AgreementAgreement and an Officer’s Certificate from the Depositor that all conditions precedent to the execution of such amendment have been met or otherwise satisfied. The Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the 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 -------------------------- the Seller Depositor, HSBC Finance, the Owner Trustee and the Interim Eligible Lender Trustee, Administrator with prior written notice to the Rating AgenciesAgencies and the Indenture Trustee, but without the consent of any of the Noteholders, the Transferor or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Transferor; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion opinion of Counselcounsel delivered to and acceptable to the Indenture Trustee, adversely affect in any material respect the interests of any NoteholderNoteholder or the Transferor. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or the Transferor if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. The Depositor and the Administrator each shall join in any such amendment approved as provided in the preceding sentence so long as such amendment is not adverse to the interests of the Depositor or the Administrator, as the case may be. This Agreement may also be amended from time to time by the Seller Depositor, HSBC Finance, the Owner Trustee and the Interim Eligible Lender Trustee, Administrator with the prior written notice to consent of the Rating Agencies, with the consent of Indenture Trustee, the Noteholders of Notes evidencing not less than a majority of Majority Noteholder and 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Transferor; 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 the Home Equity 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 Interest required to consent to any such amendment, without the consent of the holders of all the outstanding Notes; and provided further, that no such amendment will be effective unless such action will not, as evidenced by an opinion of counsel delivered to and acceptable to the Indenture Trustee, adversely affect in any material respect the interests of any Noteholders. The Depositor and the Administrator each shall join in any such amendment approved as provided in the preceding sentence so long as such amendment is not adverse to the interests of the Depositor or the Administrator, as the case may be. Promptly after the execution of any such amendment or consentamendment, the Interim Eligible Lender Trustee Servicer shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of the Transferor, the Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consentamendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of 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 Interim 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, each of the Interim Eligible Lender Owner Trustee and the Administrator shall be entitled to receive and rely upon an Opinion opinion of Counsel counsel stating that the execution of such amendment is authorized or and permitted by this AgreementAgreement and that all conditions precedent to such execution and delivery have been satisfied. The Interim Eligible Lender Owner Trustee and the Administrator may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own their respective rights, duties or immunities under this Agreement or otherwise. Prior to the execution of any amendment to this Agreement that requires the consent of the Indenture Trustee, the Indenture Trustee shall be entitled to rely upon an opinion of counsel stating that such amendment is authorized and permitted by this Agreement and that all conditions precedent to such execution and delivery have been satisfied.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, the Company and the Interim Eligible Lender Owner Trustee, [with the prior consent of the Securities Insurer and] with prior written notice to the Rating Agencies, but without the consent of any of the NoteholdersNoteholders or the Owners or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; providedNoteholders or the Owners PROVIDED, howeverHOWEVER, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, not adversely affect in any material respect the interests of any NoteholderNoteholder or Owner, or, without its consent, the Paying Agent. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Owner if (i) an opinion of counsel is obtained to such effect, and (ii) the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Seller Depositor, the Company and the Interim Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating Agencies, the Securities Insurer 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 50% of the Outstanding Amount of the NotesNotes and the Majority Residual Interestholders, and if affected thereby, the Paying Agent, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 Trust Student the Home Loans or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or 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, and in the case of clause (b) without the consent of the holders of all the outstanding Residual Interest Certificates. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee Trustee[, the Securities Insurer] and each of the Rating Agencies. It shall not be necessary for the consent of Owners, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Owners provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Depositor, the Seller and the Interim Eligible Lender Trustee, Owner Trustee with prior written notice to the Rating AgenciesAgencies and the Indenture Trustee and with the consent of the Insurer (which consent shall not be unreasonably withheld), but without the consent of any of the Noteholders, the Transferor or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Transferor; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder, the Transferor or the Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder, the Transferor or the Insurer if either (i) an Opinion of Counsel is obtained to such effect, or (ii) the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Depositor, the Seller and the Interim Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating Agencies, with the consent Insurer, the Indenture Trustee, the Noteholders affected thereby evidencing more than 50% of the Noteholders Percentage Interests in the Class of Notes evidencing not less affected thereby or more than a majority 50% of the Outstanding Amount Percentage Interests of all the NotesNotes if both Classes are so affected, and the Transferor, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Transferor; 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 the Home Equity 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 Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee Trustee, the Insurer and each of the Rating Agencies. It shall not be necessary for the consent of the Transferor, the Noteholders or the Indenture Trustee pursuant to this Section 12.1 to approve the particular form of any proposed amendment or consentamendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of 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 Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Trust Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholdersholder of the Notes or the holder of the Trust Certificate, but (provided that no Securities Insurer Default has occurred and is continuing) with the consent of the Securities Insurer (which consent will not be unreasonably withheld), to cure any ambiguity, to correct or supplement any provisions in this Trust Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Trust Agreement or of modifying in any manner the rights of the Noteholdersholders 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 Noteholderholder of any Class of Notes or holder of the Trust Certificate, the Securities Insurer or the Swap Counterparty. This Trust Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, (i) with the consent of the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, (ii) with the consent of the holder of the Trust Certificate, and (iii) with the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Noteholdersholders 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 on Trust Financed Student Loans or distributions that shall be required to be made for the benefit of the Noteholders holders of any Class of Notes or the holder of the Trust Certificate or (b) 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 NoteholdersNoteholders and holder of the Trust Certificate. Promptly after the execution of any such amendment or consent, the Interim 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. 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 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 Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Trust Agreement, the 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 Trust Agreement. The Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own rights, duties or immunities under this Trust Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the each Rating AgenciesAgency, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion the satisfaction of Counselthe Rating Agency Condition with respect to such amendment, adversely affect in any material respect the interests of any NoteholderNoteholder or Certificateholder; provided, further, that such amendment shall not be deemed to adversely affect in any material respect the interest of any Noteholder or Certificateholder if the person requesting such amendment obtains a letter from the Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the ratings then assigned to the Notes and Trust Certificates. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the each Rating AgenciesAgency, 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 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 and the Certificate 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 Interim 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 AgenciesAgency. It shall not be necessary for the consent of the Certificateholders or Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Interim 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 Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the each Rating AgenciesAgency, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion the satisfaction of Counselthe Rating Agency Condition with respect to such amendment, adversely affect in any material respect the interests of any NoteholderNoteholder or Certificateholder; provided, further, that such amendment shall not be deemed to adversely affect in any material respect the interest of any Noteholder or Certificateholder if the person requesting such amendment obtains a letter from the Rating Agencies stating that the amendment would not result in the downgrade or withdrawal of the ratings then assigned to the Notes and Trust Certificates. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the each Rating AgenciesAgency, 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 aggregate Certificate Percentage Interest, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 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 and the Certificate 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 Interim 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 AgenciesAgency. It shall not be necessary for the consent of the Certificateholders or Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Interim 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 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 Agreement may be amended by -------------------------- the Seller Seller, the Company and the Interim Eligible Lender Trustee, with the prior written consent of any Swap Counterparties and with prior written notice to the Rating Agencies, without the consent of any of the Noteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; 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. This Agreement may also be amended from time to time by the Seller Seller, the Company and the Interim Eligible Lender Trustee, with prior written consent of any Swap Counterparties and with prior written notice to the Rating Agencies, with the consent of the 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 Agreement or of modifying in any manner the rights of the Noteholders; 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 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 Interim The Eligible Lender Trustee shall furnish 10 Business Days' prior written notification of the substance of any such amendment or consent to the Indenture Trustee and Trustee, each of the Rating AgenciesAgencies and any Swap Counterparties. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim 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 ten Business Days' prior written notice of any amendment to the Certificate of Trust. Prior to the execution of any amendment to this Agreement, the 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 Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Owners, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; Noteholders or the Owners provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, not adversely affect in any material respect the interests of any Owner or Noteholder. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Owner or Noteholder if an Opinion of Counsel acceptable to the Initial Noteholder in its sole discretion is obtained to such effect. This Agreement amends and restates the Original Trust Agreement in its entirety. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, with the prior written notice to the Rating Agencies, with the consent of the Majority Noteholders of Notes evidencing not less than a majority of and the Outstanding Amount of the NotesMajority Certificateholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 Trust Student the 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 Notes or the Notes Percentage Interests required to consent to any such amendment, in either case of clause (a) or (b) without the unanimous consent of the Noteholders, and in the case of clause (b) without the consent of the Holders of all the outstanding NoteholdersTrust Certificates. Promptly after Prior to the execution of any amendment or consent pursuant to this Section 11.1, the Person seeking such amendment or consent, the Interim Eligible Lender Trustee consent shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee and each of the Rating AgenciesNoteholder. It shall not be necessary for the consent of Owners or the Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Owners provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim 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 -------------------------- the Seller Depositor, the Securities Administrator and the Interim Eligible Lender Owner Trustee, with the consent of the Ownership Certificateholder and with prior written notice to the Rating Agencies, but without the consent of any of the NoteholdersNoteholders or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or the Ownership Certificateholder or adversely affect the tax status of the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or the 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 the Seller Depositor, the Securities Administrator and the Interim Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating AgenciesAgencies and with the prior written consent of the Indenture Trustee, with Noteholders evidencing more than 66-2/3% of the Outstanding Balance of the Notes and the consent of the Noteholders of Notes 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 Agreement or of modifying in any manner the rights of the NoteholdersOwnership 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 in respect of the Trust Student Loans Fund or distributions 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 Interim 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. It shall not be necessary for the consent of the Ownership Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section 10.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of 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 Interim 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 Interim 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 Interim 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 Interim 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 -------------------------- the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguityambiguity or defect, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, provided that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, materially and adversely affect in any material respect the interests of any NoteholderNoteholder or Certificateholder; provided, further, that the Depositor shall deliver written notice of such amendments to each Rating Agency prior to the execution of any such amendment. Notwithstanding the foregoing, no amendment modifying the provisions of Section 5.2 shall become effective without satisfaction of the Rating Agency Condition. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Noteholders Holders of Notes evidencing not less than a majority 51% of the Outstanding Amount of the NotesNotes and, to the extent affected thereby, the consent of the Holders of Certificates evidencing not less than 51% of the Certificate Balance for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, provided that no such amendment shall (a) increase or reduce in any -------- ------- manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans the Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders, or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance 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 Interim 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. It shall not be necessary for the consent of Certificateholders or the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Interim Eligible Lender Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of the Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of the Trust, the Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder. (Nissan 2004-C Amended & Restated Trust Agreement) This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Noteholders Holders of the Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes (excluding for such purpose Notes owned by NARC II, NMAC or any of their Affiliates unless at such time all Notes are then owned by NARC II, NMAC and their Affiliates) or if all of the Notes have been paid in full, the Holders of the Certificates evidencing not less than a majority of the Certificate Balance (excluding for such purpose Certificates owned by NARC II, NMAC or any of their Affiliates unless at such time all Certificates are then owned by NARC II, NMAC and their Affiliates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 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 and the Certificate Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Noteholdersaffected Notes and Certificates. Promptly after the execution of any such amendment or consent, the Interim 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. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended from time to time by -------------------------- a written amendment duly executed and delivered by the Seller Transferor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any the Holder of the NoteholdersTransferor Certificate, to cure any ambiguity, to correct or supplement any provisions in this Agreement Agreement, or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersHolder of the Transferor Certificate; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion Officer’s Certificate of Counselthe Transferor, adversely affect in any material respect the interests of the Holder of the Transferor Certificate; and provided, further that the S&P Condition shall have been satisfied. The Trustee shall provide notice of any Noteholder. such supplement or amendment to S&P. This Agreement may also be amended from time to time by the Seller Transferor and the Interim Eligible Lender Trustee, with prior the written notice to the Rating Agencies, with the consent of the Noteholders Holder of Notes evidencing not less than a majority of the Outstanding Amount of the NotesTransferor Certificate, for the purpose of Amended and Restated Trust Agreement adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holder of the Transferor Certificate. Without the consent of all Noteholders; 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 are required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount Principal Balance of the Notes Notes, the holders of which are 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 Interim 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 AgenciesTrustee. It shall not be necessary for the consent of the Noteholders or Holder of the Indenture Trustee Transferor Certificate 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 Interim Eligible Lender Trustee may prescribe. Prior to Promptly after the execution of any amendment to this Agreementthe Certificate of Trust, the Interim 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 the Transferor to the effect that the execution conditions to amendment of such amendment is authorized or permitted by this AgreementAgreement have been satisfied. The Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which that affects the 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 -------------------------- the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Noteholders Holders of the Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes (excluding for such purpose Notes owned by NARC II, NMAC or any of their Affiliates unless at such time all Notes are then owned by NARC II, NMAC and their Affiliates) or if all of the Notes have been paid in full, the Holders of the Certificates evidencing not less than a majority of the Certificate Balance (excluding for such purpose Certificates owned by NARC II, NMAC or any of their Affiliates unless at such time all Certificates are then owned by NARC II, NMAC and their Affiliates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 Receivables or distributions that shall be required to be made for the benefit of (Nissan 2003-B Amended & Restated Trust Agreement) the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Noteholdersaffected Notes and Certificates. Promptly after the execution of any such amendment or consent, the Interim 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. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Sponsor, the Seller and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders, the Certificateholders or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder, Certificateholder or the Swap Provider (unless the consent of the Swap Provider is obtained). An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder if the party requesting the amendment (i) delivers an Opinion of Counsel, at the expense of the party requesting the change, delivered to the Owner Trustee to such effect, or (ii) satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Sponsor, the Seller and the Interim Eligible Lender Owner Trustee, with the prior written notice to the Rating Agencies, with the consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Noteholders evidencing more than 50% of Notes evidencing not less than a majority the Class Note Balance of the Outstanding Amount Notes of all of the NotesClasses and the Certificateholders evidencing more than 50% of the Percentage Interests of the Trust, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 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 and the Certificateholders of all the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Trustee Sponsor shall furnish written notification of the substance of such amendment or consent to the Certificateholders, the Indenture Trustee Trustee, the Swap Provider and each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim 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 -------------------------- the Seller Eligible Lender Trustee, the Delaware Trustee and the Interim Eligible Lender Indenture Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders and the Currency Swap Counterparty, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder and the Currency Swap Counterparty. This Agreement may also be amended from time to time by the Seller Eligible Lender Trustee, the Delaware Trustee and the Interim Eligible Lender Indenture Trustee, with prior written notice to the Rating Agencies, with the consent of (i) the Class A Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders evidencing not less than a majority of the Class B Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders or Class B Noteholders, as the case may be; provided, however, that no such amendment shall (a) increase or reduce in any -------- ------- manner the amount of, or accelerate or delay the timing of, collections of payments on Trust 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 any class of Notes required to consent to any such amendment, without the consent of all the outstanding NoteholdersNoteholders of such class. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Interim Eligible Lender Trustee and the Delaware Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution of such amendment have been met or otherwise satisfied. The Interim Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's ’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended from time to time, by -------------------------- the Seller a written amendment duly executed and the Interim Eligible Lender delivered by Transferor and Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such amendment will not, as evidenced by an Opinion of Counsel of Transferor addressed and delivered to Owner Trustee and Indenture Trustee, materially and adversely affect the interest of any Noteholder. In addition, this Agreement may be amended from time to time, by a written amendment duly executed and delivered by Transferor and Owner Trustee, without the consent of any of the Noteholders, and upon satisfaction of the Rating Agency Condition, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in of this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that such action shall not, amendment will not (i) as evidenced by -------- ------- an Opinion of Counsel delivered to Owner Trustee and Indenture Trustee, materially and adversely affect the interests of the Noteholders of any outstanding Series, which Opinion of Counsel may rely as to any rated Series solely on the rating confirmation referred to in clause (iii) below (or 100% of the Class of Noteholders so affected shall have consented), (ii) as evidenced by an Opinion of Counsel, adversely affect 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 adverse impact on the Federal income tax characterization of any outstanding Series of Notes or the Federal income taxation of any Noteholder or any Note Owner and (iii) the Rating Agency Condition shall have been satisfied; and, provided further, that such amendment shall not effect a significant change in the Permitted Activities of the Trust or reduce in any material respect manner the interests amount of, or delay the timing of, or change the priority of, distributions which are required to be made on any Note of such Series without the consent of the related Noteholder or change the definition of or the manner of calculating the interest of any Note of such Series without the consent of the related Noteholder or reduce the required percentage for consents to amendments pursuant to this Section 10.1 without the consent of each affected Noteholder. This Agreement may also be amended from time to time by the Seller a written amendment duly executed and the Interim Eligible Lender delivered by Transferor and Owner Trustee, with prior written notice to the Rating Agencies, 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 Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ai) increase or reduce in any -------- ------- manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be which are required to be made for on any Note of such Series without the benefit consent of the related Noteholders, (ii) change the definition of or the manner of calculating the Invested Amount, the Invested Percentage, the applicable available amount under any Enhancement or the Investor Default Amount of such Series without the consent of the related Noteholders or (biii) 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 10.1 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 Interim 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 AgenciesAgency. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section 10.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim 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 Interim Eligible Lender Owner Trustee'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 -------------------------- the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Noteholders Holders of the Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes (excluding for such purpose Notes owned by NARC II, NMAC or any of their Affiliates unless at such time all Notes are then owned by NARC II, NMAC and their Affiliates) or if all of the Notes have been paid in full, the Holders of the Certificates evidencing not less than a majority of the Certificate Balance (excluding for such purpose Certificates owned by NARC II, NMAC or any of their Affiliates unless at such time all Certificates are then owned by NARC II, NMAC and their Affiliates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 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 and the Certificate Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Noteholdersaffected Notes and Certificates. Promptly after the execution of any such amendment or consent, the Interim 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. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim 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 -------------------------- the Seller Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by -------- ------- by an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, the Company and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying 28 in any manner the rights of the Noteholders; 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 NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Noteholders Holders of Notes evidencing not less than 51% of the outstanding principal amount of the Notes and the consent of the Holders of Certificates evidencing not less than a majority percentage interest of the Outstanding Amount of the NotesTrust, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 Contracts or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage percentages of the Outstanding Amount of the Notes Noteholders and Certificateholders outstanding principal amount 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 Interim 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. It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Eligible Lender Trustee, the Delaware Trustee and the Interim Eligible Lender Indenture Trustee, with prior written notice to the Rating AgenciesAgencies then rating the Notes, without the consent of any of the Noteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; 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. This Agreement may also be amended from time to time by the Seller Eligible Lender Trustee, the Delaware Trustee and the Interim Eligible Lender Indenture Trustee, with prior written notice to the Rating AgenciesAgencies then rating the Notes, with the consent of the Class A Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, Class A Notes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Class A Noteholders; 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 (b) 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 NoteholdersNoteholders representing 100% of the Outstanding Amount of the Notes. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Excess Distribution Certificateholder, the Indenture Trustee and each of the Rating AgenciesAgencies then rating the Notes. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the Interim Eligible Lender Trustee and the Delaware Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and an Officer’s Certificate from the Depositor stating that all conditions precedent to the execution of such amendment have been met or otherwise satisfied. The Interim Eligible Lender Trustee or the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's ’s or Delaware Trustee’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Trust Agreement may be amended by -------------------------- the Seller Sponsor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, Delaware Trustee without the consent of any of the NoteholdersHolders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Trust Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Trust Agreement or of modifying in any manner the rights of the NoteholdersHolders 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 NoteholderHolder or Certificateholder. This Trust Agreement may also be amended from time to time by the Seller Sponsor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, Delaware Trustee (a) with the consent of the Noteholders Holders 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 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 Trust Agreement or of modifying in any manner the rights of the NoteholdersHolders or the Certificateholders; provided, however, that no such amendment shall (ai) increase or reduce in any -------- ------- manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Financed Student Loans or distributions that shall be required to be made for the benefit of the Noteholders Holders or the Certificateholders or (bii) reduce the aforesaid percentage of the Outstanding Amount aggregate outstanding amount of the Notes and the Percentage Interest of Certificates required to consent to any such amendment, without the consent of all the outstanding NoteholdersHolders and Certificateholders. Promptly after the execution of any such amendment or consent, the Interim 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 AgenciesTrustee. It shall not be necessary for the consent of the Noteholders Certificateholders or the Indenture Trustee Holders, as the case may be, pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Trust Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim Eligible Lender Delaware Trustee may prescribe. Prior to the execution of any amendment to this Trust Agreement, the Interim 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 Interim Eligible Lender Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Delaware Trustee's ’s own rights, duties or immunities under this Trust Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, the Administrator and the Interim Eligible Lender Owner Trustee, with the consent of the Holders and the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer) and with prior written notice to the Rating Agencies, but without the consent of any of the NoteholdersNoteholders or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Holders or to add, delete or amend any provisions to the extent necessary or desirable to comply with any requirements imposed by the Code and the REMIC Provisions; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder or any Holder of a Residual Certificate or adversely affect the tax status of the REMICs created by this Agreement. 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 of Counsel shall be required with respect to tax matters as set forth in this paragraph. This Agreement may also be amended from time to time by the Seller Depositor, the Administrator, the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer) and the Interim Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating AgenciesAgencies and with the prior written consent of the Indenture Trustee, with the Holders (as defined in the Indenture) of Notes evidencing more than 66 2/3% of the Outstanding Balance of the Notes, and the consent of the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the NotesHolders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholdersany Holder; 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 Trust Student Loans the Collateral or distributions 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 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, the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer) and the Holders. 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 Interim Eligible Lender Trustee Administrator shall furnish written notification of the substance of such amendment or consent to the Holders, the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer), the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of the Holders, the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the 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 Interim 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 Interim Eligible Lender Owner Trustee and the Administrator shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement. The Interim Eligible Lender Neither the Owner Trustee may, but nor the Administrator shall not be obligated to, to enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's or Administrator's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement and the -------------------------- Certificate of Trust may be amended by -------------------------- the Seller and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersOwners, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose Certificate of adding Trust, or to add any other provisions with respect to matters or changing in any manner or eliminating any of the provisions in questions arising under this Agreement or the Certificate of modifying in any manner Trust that shall not be inconsistent with the rights of the Noteholdersprovisions hereof or thereof; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, not adversely affect in any material respect -------- ------- the interests of any Noteholderthe Owners, and the Owners shall be notified of such amendment by the Trustee. This Agreement and the Certificate of Trust may also be amended from time to time by the Seller and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, Trustee with the consent of the Noteholders of Notes evidencing not less than a majority all of the Outstanding Amount Owners (which consent of any Owner given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on Owner and on all future Owners of such Owner's Owner Certificate and of any Owner Certificate issued upon the Notes, transfer thereof or in exchange or in lieu thereof whether or not notation of such consent is made upon the Owner Certificate) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or the Certificate of Trust or of modifying in any manner the rights of the Noteholders; 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 (b) 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 NoteholdersOwners. Promptly after the execution of any such amendment or consentto the Certificate of Trust, the Interim Eligible Lender Trustee shall furnish written notification of cause the substance filing of such amendment or consent with the Secretary of State and provide copies thereof to the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribeOwners. Prior to the execution of any amendment to this AgreementAgreement or the Certificate of Trust, the Interim Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion a written opinion of Counsel counsel reasonably satisfactory to the Trustee stating that the execution of such amendment is authorized or permitted by this Agreement. The Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, the Administrator and the Interim Eligible Lender Owner Trustee, with the consent of the Certificateholders and the Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer) and with prior written notice to the Rating Agencies, but without the consent of any of the NoteholdersNoteholders or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders or to add, delete or amend any provisions to the extent necessary or desirable to comply with any requirements imposed by the Code and the REMIC Provisions; 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, any holder of a Certificate or adversely affect the Insurer without the consent of the Insurer, or adversely affect the tax status of the REMICs created by this Agreement. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or any Certificateholder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agency stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each of the Notes. Notwithstanding the preceding sentence, an Opinion of Counsel shall be required with respect to tax matters as set forth in this paragraph. This Agreement may also be amended from time to time by the Seller Depositor, the Administrator, the Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer) and the Interim Eligible Lender Owner Trustee, with the prior written notice to the Rating Agencies, with the consent of the Noteholders Rating Agencies and with the prior written consent of the Indenture Trustee, the holders of Notes evidencing not less more than a majority 66-2/3% of the Outstanding Amount of the Notes, and the consent of the holders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholdersany holder; 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 Trust Student Loans the Collateral or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or the Insurer or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes 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 Certificateholders of all the outstanding NoteholdersNotes, the Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer) and the Certificateholders. 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 Amount 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 Interim Eligible Lender Trustee Administrator shall furnish written notification of the substance of such amendment or consent to the Certificateholders, the Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer), the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholders provided for in this Agreement or in any other Transaction Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim Eligible Lender Owner Trustee and the Administrator shall be entitled to receive and rely upon an Opinion of Counsel Counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Agreement. The Interim Eligible Lender Neither the Owner Trustee may, but nor the Administrator shall not be obligated to, to enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's ’s or Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, the Company and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller Depositor, the Company and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating 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 of the NotesNotes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding NoteholdersNotes and Trust Certificates. Promptly after the execution of any such amendment or consent, the Interim 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. It shall not be necessary for the consent of the Certificateholders, Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwiseotherwise In connection with the execution of any amendment to this Trust Agreement or any amendment of any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, the Trust Administrator and the Interim 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 adversely affects the amounts, priority or timing of payments under the Swap Agreement and the Swap Agreement is in effect) and with prior written notice to the Rating Agencies, but without the consent of any of the NoteholdersNoteholders or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder or adversely affect the tax status of the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or Certificateholder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to each applicable Class of Notes and Certificates. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as set forth in this paragraph. This Agreement may also be amended from time to time by the Seller Depositor, the Trust Administrator and the Interim Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating AgenciesAgencies and with the prior written consent of the Indenture Trustee, with the holders of Notes evidencing more than 662/3% of the Outstanding Balance of the Notes, the consent of each Certificateholder and with the Noteholders of Notes evidencing not less than a majority prior written consent of the Outstanding Amount Swap Counterparty (but only to the extent such amendment adversely affects (as determined by the Swap Counterparty) the amounts, priority or timing of payments under the NotesSwap Agreement and the Swap Agreement is in effect), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholdersany 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 Trust Student Loans the Collateral or distributions 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 Interim 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. It shall not be necessary for the consent of the Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Certificateholders provided for in this Agreement or in any other Operative Agreement) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim 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 Interim Eligible Lender Owner Trustee's ’s or Trust Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Sponsor, the Seller and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders, the Certificateholders or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, not adversely affect in any material respect the interests of any NoteholderNoteholder or Certificateholder. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder if the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Sponsor, the Seller and the Interim Eligible Lender Owner Trustee, with the prior written notice to the Rating Agencies, with the consent of the Rating Agencies and with the prior written consent of the Indenture Trustee, the Noteholders evidencing more than 50% of Notes evidencing not less than a majority the Note Principal Balance of the Outstanding Amount Notes of all of the NotesClasses and the Certificateholders evidencing more than 50% of the Percentage Interests of the Trust, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 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 and the Certificateholders of all the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Trustee Sponsor shall furnish written notification of the substance of such amendment or consent to the Certificateholders, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim 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 -------------------------- the Depositor, the Seller and the Interim Eligible Lender Trustee, Owner Trustee with prior written notice to the Rating AgenciesAgencies and the Indenture Trustee and with the consent of the Insurer (which consent shall not be unreasonably withheld), but without the consent of any of the Noteholders, the Transferor or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Transferor; providedPROVIDED, howeverHOWEVER, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder, the Transferor or the Insurer. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Noteholder, the Transferor or the Insurer if either (i) an Opinion of Counsel is obtained to such effect, or (ii) the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Seller and the Interim Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating Agencies, with the consent Insurer, the Indenture Trustee, the Noteholders affected thereby evidencing more than 50% of the Noteholders Percentage Interests of each Class of Notes evidencing not less than a majority of affected thereby, and 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 Trust Student the Home Equity 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. Promptly after 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. Before the execution of any such amendment or consentamendment, the Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee Trustee, the Insurer and each of the Rating Agencies. It shall not be necessary for the consent of the Transferor, the Noteholders or the Indenture Trustee pursuant to this Section 12.1 to approve the particular form of any proposed amendment or consentamendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of 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 Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by the -------------------------- the Seller and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; 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. This Agreement may also be amended from time to time by the Seller and the Interim Eligible Lender Trustee, with prior written notice to the Rating 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 Agreement or of modifying in any manner the rights of the Noteholders; 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 (b) 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 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. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the each Rating AgenciesAgency, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion the satisfaction of Counselthe Rating Agency Condition with respect to such amendment, adversely affect in any material respect the interests of any NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the each Rating AgenciesAgency, with the consent of the Noteholders Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes and the consent of the Holders of Certificates evidencing not less than a majority of the Percentage Interests in the Certificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 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 and the Percentage Interests in the Certificates required to consent to any such amendment, without the consent of the Holders of all the then-outstanding NoteholdersNotes and Certificates. Promptly after the execution of any such amendment or consent, the Interim 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 AgenciesAgency. It shall not be necessary for the consent of the Certificateholders or Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 (if any) to such amendment specified in this Agreement have been met. The Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the each Rating AgenciesAgency, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion the satisfaction of Counselthe Rating Agency Condition with respect to such amendment, materially and adversely affect in any material respect the interests of any NoteholderNoteholder or Certificateholder; provided, further, that such amendment shall not be deemed to adversely affect in any material respect the interest of any Noteholder or Certificateholder if the person requesting such amendment obtains a letter from the Rating Agencies stating that the amendment would not result in the downgrading or withdrawal of the ratings then assigned to the Notes and Trust Certificates. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the each Rating AgenciesAgency, 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that no such amendment shall (a) increase reduce the interest rate or reduce in principal amount of any -------- ------- manner the amount of, Note or accelerate Certificate or delay the timing of, collections Stated Maturity Date of payments on Trust Student Loans or distributions that shall be required to be made for any Note without the benefit consent of the Noteholders 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. This Agreement may be amended by the outstanding NoteholdersDepositor and the Owner Trustee to modify the provisions of Section 3 to change the permitted purposes and powers of the Trust; provided, however, that (i) the Indenture Trustee shall receive an Opinion of Counsel stating that such amendment will not have a material adverse effect on any Noteholder and (ii) such amendment shall not, as evidenced by the satisfaction of the Rating Agency Condition with respect to such amendment, materially and adversely affect in any material respect the interests of any Noteholder or Certificateholder. Promptly after the execution of any such amendment or consent, the Interim 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 AgenciesAgency. (2006-B Amended and Restated Trust Agreement) 32 It shall not be necessary for the consent of the Certificateholders or Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Interim 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 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 Agreement may be amended -------------------------- by -------------------------- the Seller and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; 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. This Agreement may also be amended from time to time by the Seller and the Interim Eligible Lender Trustee, with prior written notice to the Rating 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 Agreement or of modifying in any manner the rights of the Noteholders; 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 (b) 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 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. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended from time to time, by -------------------------- a written amendment duly executed and delivered by the Seller Transferors and the Interim Eligible Lender Owner Trustee, with prior the written notice to consent of the Rating AgenciesIndenture Trustee, but without the consent of any of the Noteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in of this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that the Note Rating Agency Condition must be satisfied with respect to such action shall notand provided, further, such amendment will not (i) as evidenced by -------- ------- an Officer's Certificate of each Transferor addressed and delivered to the Owner Trustee and the Indenture Trustee, materially and adversely affect the interest of any Noteholder or the Owner and (ii) as evidenced by an Opinion of CounselCounsel addressed and delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect cause the interests of any NoteholderOwner Trust to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. This Agreement may also be amended from time to time by a written amendment duly executed and delivered by the Seller Transferors and the Interim Eligible Lender Owner Trustee, with prior written notice to the each Note Rating AgenciesAgency, with the consent of the Noteholders of Notes evidencing not less than a majority of Indenture Trustee and the Outstanding Amount of the NotesRequired Noteholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that without the consent of all Noteholders, no such amendment shall (a) increase or reduce in any -------- ------- manner the amount of, or accelerate or delay the timing of, collections of payments on Trust Student Loans or distributions that shall be are required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes Notes, the Holders of which are required to consent to any such amendment, without the consent of all the outstanding Noteholders. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Trustee Administrator shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each of the Note Rating AgenciesAgency. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section 10.01 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to Promptly after the execution of any amendment to this Agreementthe Certificate of Trust, the Interim Eligible Lender Owner Trustee shall cause the filing of such amendment with the Secretary of State. The Owner Trustee shall be entitled to receive receive, and rely upon shall be fully protected in relying upon, an Opinion Officer's Certificate of Counsel stating the Transferors or the Administrator to the effect that the execution of conditions to such amendment is authorized or permitted by this Agreementhave been satisfied. The Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Trustee, with the prior written consent of the Swap Counterparty and with prior written notice to the Rating Agencies, without the consent of any of the Noteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders; 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. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Trustee, with prior written consent of the Swap Counterparty and with prior written notice to the Rating Agencies, with the consent of the 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 Agreement or of modifying in any manner the rights of the Noteholders; 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 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 Interim The Eligible Lender Trustee shall furnish ten (10) Business Days' prior written notification of the substance of any such amendment or consent to the Indenture Trustee and Trustee, each of the Rating AgenciesAgencies and the Swap Counterparty. It shall not be necessary for the consent of the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim 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 with ten Business Days' prior written notice of any amendment to the Certificate of Trust unless such amendment is required under the Business Trust Statute. Prior to the execution of any amendment to this Agreement, the 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 Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders, Noteholders or the Certificateholder to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholder; provided, however, that such action amendment shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder or the Owner or the federal tax characteristics of the Notes. This Agreement may also be amended from time to time by the Seller and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Noteholders Holders of Notes evidencing not less than a majority of the Outstanding Principal 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 or of modifying in any manner the rights of the Noteholders; 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 Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Principal Amount of the Notes or the Certificate required to consent to any such amendment, without the consent of the holders of all the outstanding NoteholdersNotes and the Certificate. Promptly after the execution of any such amendment or consent, the Interim 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. It shall not be necessary for the consent of the Noteholders Noteholders, the Certificateholder or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim 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 any other Basic Document, the Interim 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 the other Basic Documents. The Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Owner Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Trust Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholdersholders of the Notes or the holders of the Trust Certificates, to cure any ambiguity, to correct or supplement any provisions in this Trust Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Trust Agreement or of modifying in any manner the rights of the Noteholdersholders of the Notes or the holders of the Trust Certificates; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholderholder of any Class of Notes or holder of the Trust Certificates. This Trust Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, (i) with the consent of the Controlling Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, Controlling Notes and (ii) with the consent of the holders of the Trust 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 Trust Agreement or of modifying in any manner the rights of the Noteholdersholders of any Class of Notes or the holders of the Trust Certificates; 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 Financed Student Loans or distributions that shall be required to be made for the benefit of the Noteholders holders of any Class of Notes or the holders of any class of Trust Certificates or (b) reduce the aforesaid percentage of the Outstanding Amount of the Controlling Notes and the Certificate Balances required to consent to any such amendment, without the consent of all the outstanding NoteholdersControlling Noteholders and holders of the Trust Certificates. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to each holder of the Trust Certificates, the Indenture Trustee and each of the Rating Agencies. It shall not be necessary for the consent of the Noteholders holders of the Trust Certificates, the holders of any class of Notes or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the holders of the Trust Certificates provided for in this Trust Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by holders of the Trust Certificates shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Trust Agreement, the 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 Trust Agreement. The Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own rights, duties or immunities under this Trust Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor, the Trust Administrator and the Interim Eligible Lender Owner Trustee, with the consent of each Certificateholder and with prior written notice to the Rating Agencies, but without the consent of any of the NoteholdersNoteholders or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder or adversely affect the tax status of the Trust. An amendment shall not be deemed to adversely affect in any material respect the interests of any Noteholder or Certificateholder and no opinion referred to in the preceding proviso shall be required to be delivered if the Person requesting the amendment obtains a letter from each Rating Agencies stating that the amendment would not result in the downgrading, withdrawal or qualification of the respective ratings then assigned to each applicable Class of Notes and Ownership Certificates. Notwithstanding the preceding sentence, an opinion shall be required with respect to tax matters as set forth in this paragraph. This Agreement may also be amended from time to time by the Seller Depositor, the Trust Administrator and the Interim Eligible Lender Owner Trustee, with the prior written notice to consent of the Rating AgenciesAgencies and with the prior written consent of the Indenture Trustee, with the holders of Notes evidencing more than 662/3% of the Outstanding Balance of the Notes and the consent of the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Noteseach Certificateholder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholdersany 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 in respect of the Trust Student Loans Fund or distributions 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 2.3 or 5.6 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 Interim 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. It shall not be necessary for the consent of the Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section 10.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of 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 Interim 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 Interim 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 Interim 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 Interim Eligible Lender Owner Trustee's ’s or Trust Administrator’s own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This Agreement may be amended by -------------------------- the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Noteholders Holders of the Notes evidencing not less than a majority of the Outstanding Amount of the NotesNotes (excluding for such purpose Notes owned by NARC II, NMAC or any of their Affiliates unless at such time all Notes are then owned by NARC II, NMAC and their Affiliates) or if all of the Notes have been paid in full, the Holders of the Certificates evidencing not less than a majority of the Certificate Balance (excluding for such purpose Certificates owned by NARC II, NMAC or any of their Affiliates unless at such time all Certificates are then owned by NARC II, NMAC and their Affiliates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 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 and the Certificate Balance required to consent to any such amendment, without the consent of the Holders of all the outstanding Noteholdersaffected Notes and Certificates. Promptly after the execution of any such amendment or consent, the Interim 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. (Nissan ______ Amended and Restated Trust Agreement) It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim 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 Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim 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 -------------------------- the Seller Depositor and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, but without the consent of any of the Noteholders, the Certificateholders or the Indenture Trustee, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder, Certificateholder or the Hedge Providers (unless the consent of 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 and to the effect that such amendment will not cause the Issuing Entity to be subject to an entity-level tax for federal income tax purposes, or (ii) satisfies the Rating Agency Condition with respect to such amendment. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Owner Trustee, subject to the satisfaction of the Rating Agency Condition and with the prior written notice to the Rating Agencies, with the consent of the Indenture Trustee, the Hedge Providers, the Noteholders evidencing more than 50% of Notes evidencing not less than a majority the Class Note Balance of the Outstanding Amount Notes of all of the 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 Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 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 Class Note Balance of the Outstanding 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 Interim Eligible Lender Trustee Depositor 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. It shall not be necessary for the consent of the Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Interim 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 Interim Eligible Lender Owner Trustee and the Indenture Trustee (if the Indenture Trustee’s consent for such amendment is required) shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this AgreementAgreement and that all conditions precedent have been met. The Interim Eligible Lender Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim 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 -------------------------- the Seller Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Swap Counterparties, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the NoteholdersNoteholders or the Swap Counterparties; provided, however, that such action shall not, as evidenced by -------- ------- an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder or the Swap Counterparties. This Agreement may also be amended from time to time by the Seller Depositor and the Interim Eligible Lender Trustee, with prior written notice to the Rating 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 Agreement or of modifying in any manner the rights of the Noteholders; 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 (b) 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 Trustee, with prior written notice to the Rating Agencies, with the consent of the Swap Counterparty or the Cap Counterparty for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Swap Counterparty or the Cap Counterparty, respectively, if in the Opinion of Counsel such amendment materially adversely affects the interests of the Swap Counterparty or the Cap Counterparties, respectively. Promptly after the execution of any such amendment or consent, the Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the holder of the Excess Distribution Certificate, the Indenture Trustee Trustee, the Swap Counterparties and each of the Rating Agencies. It shall not be necessary for the consent of the Noteholders Noteholders, the Indenture Trustee, or the Indenture Trustee Swap Counterparties pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Interim Eligible Lender Trustee may prescribe. Prior to the execution of any amendment to this Agreement, the 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 Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Interim Eligible Lender Trustee's own rights, duties or immunities under this Agreement or otherwise.

Supplements and Amendments. This The Trust Agreement may be -------------------------- amended by -------------------------- the Seller Depositor, the Trust Company, and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this the Trust Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this the Trust Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 NoteholderNoteholder or Certificateholder. This The Trust Agreement may also be amended from time to time by the Seller Depositor, the Trust Company, and the Interim Eligible Lender Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Majority Noteholders of Notes evidencing not less than a majority and, to the extent affected thereby, the consent of the Outstanding Amount of the NotesMajority Certificateholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this the Trust Agreement or of modifying in any manner the rights of the NoteholdersNoteholders 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 Commercial 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 Noteholders and the Outstanding Amount aggregate Percentage Interest of the Notes Certificateholders 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 Interim Eligible Lender Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder and a copy of each such amendment or consent to the Paying Agent and the Indenture Trustee and each of the Rating AgenciesTrustee. It shall not be necessary for the consent of the Certificateholders or Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in the 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 Interim 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 Agreementthe Trust Agreement or the Certificate of Trust, the Interim Eligible Lender Owner Trustee shall be entitled to receive and rely upon an Opinion opinion of Counsel counsel stating that the execution of such amendment is authorized or permitted by this the Trust Agreement. The Interim Eligible Lender Owner Trustee and the Trust Company may, but shall not be obligated to, enter into any such amendment which that affects the Interim Eligible Lender Owner Trustee's or the Trust Company's own rights, duties or immunities under this the Trust Agreement or otherwise. Notwithstanding any other provision herein or elsewhere, no provision, amendment, supplement, waiver, or consent of or with respect to any of the Basic Documents that affects any right, power, authority, duty, benefit, protection, privilege, immunity, or indemnity of the Owner Trustee or the Trust Company shall be binding on the Owner Trustee or the Trust Company unless the Owner Trustee and the Trust Company shall have expressly consented thereto in writing.