Common use of Amendment Clause in Contracts

Amendment. (a) This Agreement may be amended from time to time by the parties hereto, with the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 no such amendment 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 or (ii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies). It shall not be necessary for the consent of the 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

Amendment. (a) This Agreement may be amended from time to time by the parties heretoAsset Representations Reviewer, with the consent of Issuer and the Trustee (which consent may not be unreasonably withheld)Servicer, but without the consent of any of the Noteholders, (i) to comply with any change in any applicable federal or state law, to cure any ambiguity or ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Issuer and the Servicer, adversely affect in any material respect the interests of any Noteholder 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. (b) This Agreement may also be amended from time to time by the Asset Representations Reviewer, the Issuer and the Servicer, with the consent of the Noteholders of Notes evidencing at least 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (bc) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 no such amendment 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 or (ii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies). It shall not be necessary for the any consent of the Noteholders pursuant to this Section 9.01 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (cd) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been deliveredAgreement. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any execute and deliver such amendment which affects the Issuer’sits rights, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rightspowers, duties or immunities under hereunder. (e) Notwithstanding anything to the contrary in this Section 9.01, any amendment to this Agreement that affects the rights or otherwiseobligations of either the Indenture Trustee or the Owner Trustee will require the consent of the Indenture Trustee or the Owner Trustee, as applicable.

Amendment. (a) This Agreement may be amended from time to time by the parties hereto, with the consent of the Trustee (which consent may not be unreasonably withheld), ) but without the consent of any of the Noteholders, to cure any ambiguity or ambiguity, to correct or supplement any provisions in this Agreement, to comply with any changes in the Code, or to make any other provisions with respect to matters or questions arising under this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of which shall not be inconsistent with the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersAgreement; provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer Counsel delivered to Owner Trustee and the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect in any material respect the interest interests of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 (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 or (ii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies). It shall not be necessary for the consent of the 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

Amendment. (a) Any term or provision of this Agreement may be amended by the Sponsor, the Servicer and the Asset Representations Reviewer without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person subject to the satisfaction of one of the following conditions: (i) the Sponsor or the Servicer delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such amendment and the Sponsor or the Servicer notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment; provided, that no amendment pursuant to this Section 9.01(a) shall be effective which affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person. (b) This Agreement may also be amended from time to time by the parties heretoSponsor, the Servicer and the Asset Representations Reviewer, with the consent of the Trustee (which consent may Holders of Notes evidencing not be unreasonably withheld), but without the consent of any less than a majority of the Noteholdersaggregate principal amount of the Controlling Class, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 no such amendment shall (ipursuant to this Section 9.01(b) 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 effective which affects the benefit rights, protections or duties of the Noteholders Indenture Trustee or (ii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, Owner Trustee without the prior written consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies)Person. It shall will not be necessary for the consent of the Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall will be sufficient if such consent shall approve approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders shall will be subject to such reasonable requirements as the Indenture Trustee or the Issuer, as applicable, may prescribe, including the establishment of record dates pursuant to the Depository Agreement. (c) Any term or provision of this Agreement may also be amended from time to time by the Sponsor, the Servicer and the Asset Representations Reviewer for the purpose of conforming the terms of this Agreement to the description thereof in the Prospectus or, to the extent not contrary to the Prospectus, to the description thereof in an offering memorandum with respect to the 144A Notes or the Certificates without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person, provided, however, that the Sponsor, the Servicer and the Asset Representations Reviewer shall provide written notification of the substance of such amendment to the Indenture Trustee, the Issuer and the Owner Trustee and promptly after the execution of such amendment, the Sponsor and the Servicer shall furnish a copy of such amendment to the Indenture Trustee, the Issuer and the Owner Trustee. (d) Prior to the execution of any amendment or consent pursuant to this Section 9.01, the Sponsor shall provide written notification of the substance of such amendment to each Rating Agency; and promptly after the execution of any such amendment or consent, the Sponsor shall furnish a copy of such amendment or consent to each Rating Agency and the Indenture Trustee. (e) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect and that all conditions precedent to any the execution and delivery of such amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has have been deliveredsatisfied. The Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwiseAgreement.

Amendment. (a) This Agreement may be amended from time to time by the parties hereto, with the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 no such amendment 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 or (ii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies). It shall not be necessary for the consent of the 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

Amendment. (a) This Agreement may be amended from time to time by the parties hereto, with the consent of the Trustee (which consent may not be unreasonably withheld), ) but without the consent of any of the Noteholders, to cure any ambiguity or ambiguity, to correct or supplement any provisions in this Agreement, to comply with any changes in the Code, or to make any other provisions with respect to matters or questions arising under this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of which shall not be inconsistent with the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersAgreement; provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer Counsel delivered to Owner Trustee and the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect in any material respect the interest interests of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies). It shall not be necessary for the consent of the 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b)) hereof, the Opinion of Counsel referred to in Section 12.2(h)(i12.2(h)(1) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

Amendment. (a) This Any term or provision of this Agreement may be amended from time to time by the parties hereto, with the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholdersother Person; provided, however, provided that such amendments require: (i) satisfaction either (A) any amendment that materially and adversely affects the Noteholders shall require the consent of Noteholders evidencing not less than a Majority Interest of the Rating Agency Condition Notes voting together as a single class, or (iiB) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the such amendment will shall not materially and adversely affect the interest Noteholders, and (ii) any amendment that adversely affects the interests of the Trust Certificateholder, the Indenture Trustee or the Owner Trustee shall require the prior written consent of each Person whose interests are adversely affected. An amendment shall be deemed not to materially and adversely affect the Noteholders if (i) the Rating Agency Condition is satisfied with respect to such amendment, or (ii) the Depositor delivers an Officer’s Certificate to the Indenture Trustee stating that such amendment shall not materially and adversely affect the Noteholders. The consent of the Trust Certificateholder or the Owner Trustee shall be deemed to have been given if the Depositor does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. The Indenture Trustee may, but shall not be obligated to, enter into or consent to any Noteholdersuch amendment that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Agreement or otherwise. (b) This Agreement may also be amended from time to time by Notwithstanding the parties heretoforegoing, with the consent of the Trustee, and with the consent of the Majority 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 no such amendment shall (i) increase reduce the interest rate or reduce principal amount of any Note, or change the due date of any installment of principal of or interest in any manner the amount ofNote, or accelerate or delay the timing ofRedemption Price with respect thereto, collections of payments on Receivables or distributions that shall be required to be made for without the benefit consent of the Noteholders Holder of such Note, or (ii) reduce the aforesaid percentage of the outstanding principal amount of the NotesOutstanding Amount, the Holders of which are required to consent to any such amendment, matter without the consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification at least a Majority Interest of the substance of such amendment or Notes which were required to consent to each Noteholder and the Seller such matter before giving effect to such amendment. (who shall deliver such notification to the Rating Agencies). c) It shall not be necessary for the consent of the Noteholders any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or consentamendment, but it shall be sufficient if such consent shall approve Person consents to the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (cd) Prior to the execution of any amendment to this Agreement, the Owner TrusteeDepositor shall provide each Rating Agency, the Trust Certificateholder, the Transferee, the Owner Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion Indenture Trustee with written notice of Counsel stating that the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Agreement, the Depositor shall furnish a copy of such amendment is authorized or permitted by to each Rating Agency, the Transferee, the Trust Certificateholder, the Indenture Trustee and the Owner Trustee. Any such notice to be delivered pursuant to this Agreement and, to any Rating Agency shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240 17g-5(a)(3). (e) The Indenture Trustee shall be under no obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment amendment. When the Rating Agency Condition is satisfied with respect to this Agreement pursuant to Section 12.1(b)such amendment, the Opinion Depositor shall cause to be delivered to a Responsible Officer of Counsel referred the Indenture Trustee an Officer’s Certificate to in Section 12.2(h)(i) that effect and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Servicer that a Rating Agency Condition has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any satisfied with respect to such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwiseamendment.

Amendment. (a) This Agreement may be amended from time to time by the parties heretoDepositor, with the consent of Servicer and the Trustee (which consent may not be unreasonably withheld)Trustee, but without the consent of any of the NoteholdersCertificateholders, to cure any ambiguity or ambiguity, to correct or supplement any provisions in herein which may be inconsistent with any other provisions herein, to ensure continuing treatment of the Trust Fund as a REMIC to avoid or minimize the risk of imposition of any tax on the Trust Fund pursuant to the Code, or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be materially inconsistent with the provisions of this Agreement, provided that such actions shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder of a Class having an Outstanding Certificate Principal Balance of greater than zero or cause the Trust Fund to fail to qualify as a REMIC. This Agreement may also be amended from time to time by the Depositor, the Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interest of each Class of Certificates having an Outstanding Certificate Principal Balance greater than zero and affected thereby for the purpose of adding any provisions to 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 Holders of Certificates of such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 NoteholdersClass; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments received on Receivables or distributions that shall be Mortgage Loans which are required to be made for distributed on any Certificate without the benefit consent of the Noteholders or Holder of such Certificate, (ii) reduce the aforesaid percentage of the outstanding principal amount Certificates of the Notes, any class the Holders of which are required to consent to any such amendmentamendment or (iii) change the percentage specified in clause (ii) of the first paragraph of Section 11.01, without the consent of the Holders of all the Outstanding Notes Certificates of each class affected therebysuch Class then outstanding. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent Trustee shall furnish written notification of the substance of such amendment or consent to each Noteholder Certificateholder and the Seller (who shall deliver such notification to the each Rating Agencies)Agency. It shall not be necessary for the consent of the Noteholders pursuant to Certificateholders under this Section 12.03 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders Certificateholders shall be subject to such reasonable requirements regulations as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

Amendment. (a) A. This Agreement may be amended from time to time by the parties heretoServicer, with the consent of Issuer, the Administrator, the Eligible Lender Trustee (which consent may not be unreasonably withheld)and the Indenture Trustee, but without the consent of any of the Noteholders, to comply with any change in any applicable federal or state law, to cure any ambiguity or ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the NoteholdersAgreement; provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer Counsel delivered to the Issuer, Eligible Lender Trustee and the Owner Indenture Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect in any material respect the interest interests of any Noteholder. (b) B. This Agreement may also be amended from time to time by the parties heretoServicer, the Issuer, the Administrator, the Eligible Lender Trustee and the Indenture Trustee, with the consent of the Trustee, and with the consent Noteholders of Notes evidencing at least a majority of the Majority Noteholders 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 (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables with respect to Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies)outstanding Noteholders. It shall not be necessary for the consent of the Noteholders pursuant to this Section clause B, to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing Promptly after the authorization execution of any action by Noteholders amendment to this Agreement (or, in the case of the Rating Agencies, fifteen days prior thereto), the Eligible Lender Trustee shall be subject furnish written notification of the substance of such amendment to such reasonable requirements as the Indenture Trustee or and each of the Issuer, as applicable, may prescribe. (c) Rating Agencies. Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Eligible Lender Trustee and the Trust Collateral Agent Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been deliveredAgreement. The Owner Trustee, the Trust Collateral Agent and the Indenture Trustee may, but shall not be obligated to, enter into any execute and deliver such amendment which affects the Issuer’sits rights, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rightspowers, duties or immunities under this Agreement or otherwisehereunder.

Amendment. (a) This Agreement may be amended by Seller and Purchaser without the consent of the Trust Collateral Agent, the Owner Trustee, the Certificateholder or any of the Noteholders (i) to cure any ambiguity or (ii) to correct any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Issuer, the Owner Trustee and the Trust Collateral Agent, adversely affect in any material respect the interests of any Certificateholder or Noteholder. (b) This Agreement may also be amended from time to time by the parties heretoSeller and Purchaser, and with the consent of the Trustee (which consent may not be unreasonably withheld)Trust Collateral Agent and, but without if required, the consent of any of Certificateholder and the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or accordance with the Sale and Servicing Agreement, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement Agreement, or of modifying in any manner the rights of the Certificateholder or Noteholders; provided, however, that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, Seller provides the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest with an Opinion of any Noteholder. Counsel, (b) This Agreement which may also be amended from time to time provided by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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, Seller’s internal counsel) that no such amendment 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 on any Note or Certificate. (iic) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required Prior to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent Seller shall furnish have furnished written notification of the substance of such amendment or consent to each Noteholder and the Seller Rating Agency. (who shall deliver such notification to the Rating Agencies). d) It shall not be necessary for the consent of the Certificateholder or 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Certificateholder or Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent may prescribe, including the establishment of record dates. The consent of a Holder of a Certificate or a Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be entitled to receive conclusive and conclusively rely upon an Opinion of Counsel stating that the execution binding on such Holder and on all future Holders of such amendment Certificate or Note and of any Certificate or Note issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is authorized made upon the Certificate or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwiseNote.

Amendment. (a) This Agreement These Master Terms, any Purchase Agreement, any ▇▇▇▇ of Sale and any document or instrument delivered in accordance herewith or therewith may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority related Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of this modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the related Indenture Trustee, materially and adversely affect the interest of any such Noteholder. These Master Terms, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by SLM ECFC, the Interim Eligible Lender Trustee and Funding, with the consent of the Noteholders of Notes evidencing 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 in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, five Business Days prior thereto), the Trust Collateral Agent Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies). It shall not be necessary for the consent of the Noteholders pursuant to this Section 17 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreementthese Master Terms, the Owner Trustee, the Interim Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), these Master Terms and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Interim Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement these Master Terms or otherwise.

Amendment. (a) Any term or provision of this Agreement may be amended by the Sponsor, the Servicer and the Asset Representations Reviewer without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person subject to the satisfaction of one of the following conditions: (i) the Sponsor or the Servicer delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such amendment and the Sponsor or the Servicer notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment; provided, that no amendment pursuant to this Section 9.01(a) shall be effective which affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person. (b) This Agreement may also be amended from time to time by the parties heretoSponsor, the Servicer and the Asset Representations Reviewer, with the consent of the Trustee (which consent may Holders of Notes evidencing not be unreasonably withheld), but without the consent of any less than a majority of the Noteholdersaggregate principal balance of the Controlling Class, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 no such amendment shall (ipursuant to this Section 9.01(b) 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 effective which affects the benefit rights, protections or duties of the Noteholders Indenture Trustee or (ii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, Owner Trustee without the prior written consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies)Person. It shall will not be necessary for the consent of the Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall will be sufficient if such consent shall approve approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders shall will be subject to such reasonable requirements as the Indenture Trustee or the Issuer, as applicable, may prescribe, including the establishment of record dates pursuant to the Depository Agreement. (c) Any term or provision of this Agreement may also be amended from time to time by the Sponsor, the Servicer and the Asset Representations Reviewer for the purpose of conforming the terms of this Agreement to the description thereof in the Prospectus or, to the extent not contrary to the Prospectus, to the description thereof in an offering memorandum with respect to the 144A Notes or the Certificates without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person, provided, however, that the Sponsor, the Servicer and the Asset Representations Reviewer shall provide written notification of the substance of such amendment to the Indenture Trustee, the Issuer and the Owner Trustee and promptly after the execution of such amendment, the Sponsor and the Servicer shall furnish a copy of such amendment to the Indenture Trustee, the Issuer and the Owner Trustee. (d) Prior to the execution of any amendment or consent pursuant to this Section 9.01, the Sponsor shall provide written notification of the substance of such amendment to each Rating Agency; and promptly after the execution of any such amendment or consent, the Sponsor shall furnish a copy of such amendment or consent to each Rating Agency and the Indenture Trustee. (e) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect and that all conditions precedent to any the execution and delivery of such amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has have been deliveredsatisfied. The Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwiseAgreement.

Amendment. (a) Any term or provision of this Agreement may be amended by VCI and the Purchaser without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person subject to the satisfaction of one of the following conditions: (i) VCI or the Purchaser delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; (ii) VCI or the Purchaser delivers an Officer’s Certificate of VCI or the Purchaser, respectively, to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (iii) the Rating Agency Condition is satisfied with respect to such amendment and VCI or the Purchaser notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment; provided, that no amendment pursuant to this Section 4.6 shall be effective which affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person. (b) This Agreement may also be amended from time to time by VCI and the parties heretoPurchaser, with the consent of the Trustee (which consent may Holders of Notes evidencing not be unreasonably withheld), but without the consent of any less than a majority of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or aggregate principal balance of the Outstanding 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 no such amendment 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 or (ii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies). It shall will not be necessary for the consent of the Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall will be sufficient if such consent shall approve approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders shall will be subject to such reasonable requirements as the Indenture Trustee or the Issuer, as applicable, may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Prior to the execution of any such amendment, VCI shall provide written notification of the substance of such amendment to each Rating Agency; and promptly after the execution of any such amendment or consent, VCI (i) shall furnish a copy of such amendment or consent to each Rating Agency and the Indenture Trustee and (ii) if this Agreement is amended in accordance with clauses (i) or (ii) of Section 4.6(a), shall furnish a copy of such Opinion of Counsel or Officer’s Certificate, as the case may be, to each of the Rating Agencies. (d) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect and that all conditions precedent to any the execution and delivery of such amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has have been deliveredsatisfied. The Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwiseAgreement.

Amendment. (a) This Agreement may be amended from time to time by Seller and Trust Depositor, with notice to the parties heretoRating Agencies, but without the consent of the Trustees or any of the Noteholders to correct manifest error, to cure any ambiguity, to correct or supplement any provisions herein or therein which may be inconsistent with any other provisions herein, therein or in the Prospectus, as the case may be, or to add any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement or the Prospectus; provided, however, that such action shall not, as evidenced by an Opinion of Counsel for Seller acceptable to the Trustees, adversely affect the interests of any Noteholder. (b) This Agreement may also be amended from time to time by Seller and Trust Depositor, with the consent of the Trustee (which consent may not be unreasonably withheld)Required Holders, but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority Noteholders for the purpose benefit of adding any provisions to 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 or waiver shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables the Contracts or distributions that shall be which are required to be made for the benefit of the Noteholders on any Note or (iib) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of the Holders holders of all the Outstanding Notes of each class affected thereby. then outstanding. (c) Promptly after the execution of any such amendment or consentconsent pursuant to this Section 7.05, the Trust Collateral Agent Depositor shall furnish written notification of the substance of such amendment or consent and a copy of such amendment to each Noteholder Trustee and the Seller each Rating Agency. (who shall deliver such notification to the Rating Agencies). d) It shall not be necessary for the consent of the Noteholders pursuant to under this Section 7.05 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, Trustees may prescribe. (ce) Prior to Upon the execution of any amendment or consent pursuant to this AgreementSection 7.05, the Owner Trustee, the Trustee and the Trust Collateral Agent this Agreement shall be entitled to receive modified in accordance therewith, and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by consent shall form a part of this Agreement andfor all purposes, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion and every holder of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but Notes theretofore or thereafter issued hereunder shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwisebound thereby.

Amendment. (a) This Agreement may be amended from time to time by a written amendment duly executed and delivered by the parties heretoSeller and the Company, with the consent of the Trustee (which consent may not be unreasonably withheld)Indenture Trustee, but without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity or ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersSeller or the Company; provided, however, that such amendments require: (i) satisfaction amendment will not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer Counsel delivered to the Issuer, the Owner Indenture Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) Noteholder or Certificateholder. This Agreement may also be amended from time to time by the parties hereto, Seller and the Company with the consent of the Indenture Trustee, and with the consent of the Majority Noteholders Holders of Notes evidencing at least a majority of the Outstanding Amount of the Notes, the consent of the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority of all 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 NoteholdersSeller or the Company; provided, however, that no such amendment 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 are required to be made for the benefit of the Noteholders or Certificateholders or (ii) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, Notes or the Holders of which are percentage interests evidenced by the Certificates required to consent to any such amendment, without the consent of the Holders of all the Outstanding outstanding Notes and the Holders (as defined in the Trust Agreement) of each class affected therebyall the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent Seller shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies). It shall not be necessary for the consent of the 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

Amendment. (a) This Agreement These Master Terms, any Purchase Agreement, any ▇▇▇▇ of Sale and any document or instrument delivered in accordance herewith or therewith may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee related Noteholders (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or i) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement in the related document or of modifying in any manner the rights of the such Noteholders; provided, however, provided that such amendments require: (i) satisfaction action will not, in the opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered counsel satisfactory to the Issuer, the Owner Indenture Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any such Noteholder. , or (bii) This to correct any manifest error in the terms of the related document as compared to the terms expressly set forth in the Prospectus. These Master Terms, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by SLM ECFC, the parties heretoInterim Eligible Lender Trustee and Funding, with the consent of the Trustee, and with the consent Noteholders of Notes evidencing a majority of the Majority Noteholders 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 in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies then rating the Notes, five Business Days prior thereto), the Trust Collateral Agent Interim Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment or consent to the Indenture Trustee and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies)Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders pursuant to this Section 17 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreementthese Master Terms, the Owner Trustee, the Interim Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), these Master Terms and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Interim Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement these Master Terms or otherwise.

Amendment. (a) A. This Agreement may be amended from time to time by the parties heretoServicer, with the consent of Issuer, the Administrator, the Eligible Lender Trustee (which consent may not be unreasonably withheld)and the Indenture Trustee, but without the consent of any of the Noteholders, (i) to comply with any change in any applicable federal or state law, to cure any ambiguity or ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the NoteholdersAgreement; provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of Counsel delivered to the Rating Agency Condition Eligible Lender Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder, or (ii) an Officer’s Certificate to correct any manifest error in the terms of the Servicer delivered this Agreement as compared to the Issuer, terms expressly set forth in the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any NoteholderProspectus. (b) B. This Agreement may also be amended from time to time by the parties heretoServicer, the Issuer, the Administrator, the Eligible Lender Trustee and the Indenture Trustee, with the consent of the Trustee, and with the consent Noteholders of Notes evidencing at least a majority of the Majority Noteholders 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 (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables with respect to Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies)outstanding Noteholders. It shall not be necessary for the consent of the Noteholders pursuant to this Section clause B, to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing Promptly after the authorization execution of any action amendment to this Agreement (or, in the case of the Rating Agencies then rating the Notes, 15 days prior thereto), the Eligible Lender Trustee shall furnish written notification (such notice to be prepared by Noteholders shall be subject the Administrator) of the substance of such amendment to such reasonable requirements as the Indenture Trustee or and each of the Issuer, as applicable, may prescribe. (c) Rating Agencies then rating the Notes. Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Eligible Lender Trustee and the Trust Collateral Agent Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been deliveredAgreement. The Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Eligible Lender Trustee may, but shall not be obligated to, enter into any execute and deliver such amendment which affects the Issuer’sits rights, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rightspowers, duties or immunities under this Agreement or otherwisehereunder.

Amendment. (a) This Agreement These Master Terms, any Purchase Agreement, any ▇▇▇▇ of Sale and any document or instrument delivered in accordance herewith or therewith may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority related Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of this modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the related Indenture Trustee, materially and adversely affect the interest of any such Noteholder. These Master Terms, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by VG Funding, the VG Funding Eligible Lender Trustee, the Interim Eligible Lender Trustee and Funding, with the consent of the Noteholders of Notes evidencing 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 in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, five Business Days prior thereto), the Trust Collateral Agent Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies). It shall not be necessary for the consent of the Noteholders pursuant to this Section 17 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreementthese Master Terms, the Owner Trustee, the Interim Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), these Master Terms and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Interim Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement these Master Terms or otherwise.

Amendment. (a) Any term or provision of this Agreement may be amended by the Seller and the Servicer, without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person subject to the satisfaction of one of the following conditions: (i) the Seller or the Servicer delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such amendment and the Seller or the Servicer notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment. (b) This Agreement (including Appendix A) may also be amended from time to time by the parties heretoSeller, the Servicer and the Indenture Trustee (when so directed by an Issuer Request), with the consent of the Trustee (which consent may Noteholders evidencing not be unreasonably withheld), but without the consent of any less than a majority of the NoteholdersNote Balance of the Controlling Class, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 no such amendment shall (i) increase reduce the interest rate or reduce in principal amount of any manner the amount of, Note or accelerate change or delay the timing of, collections Final Scheduled Payment Date of payments on Receivables or distributions that shall be required to be made for any Note without the benefit consent of the Noteholders Holder of such Note or (ii) reduce the aforesaid percentage of the aggregate outstanding principal amount of the Outstanding Notes, the Holders consent of which are is required to consent to any such amendment, matter without the consent of the Holders of all at least the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification percentage of the substance of such amendment or Note Balance which was required to consent to each Noteholder and the Seller (who shall deliver such notification matter before giving effect to the Rating Agencies)such amendment. It shall will not be necessary for the consent of the Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall will be sufficient if such consent shall approve approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders shall will be subject to such reasonable requirements as the Indenture Trustee or the Issuer, as applicable, may prescribe, including the establishment of record dates pursuant to the Depository Agreement. (c) Any term or provision of this Agreement (including Appendix A) may also be amended from time to time by the Seller and the Servicer, for the purpose of conforming the terms of this Agreement to the description thereof in the Prospectus or, to the extent not contrary to the Prospectus, to the description thereof in an offering memorandum with respect to the 144A Notes or the Certificates without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person; provided, however, that the Seller and the Servicer shall provide written notification of such amendment to the Indenture Trustee, the Issuer and the Owner Trustee and promptly after the execution of any such amendment, the Seller and the Servicer shall furnish a copy of such amendment to the Indenture Trustee, the Issuer and the Owner Trustee. (d) Prior to the execution of any such amendment, the Servicer shall provide written notification of the substance of such amendment to each Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment, the Servicer shall furnish a copy of such amendment to each Rating Agency, the Owner Trustee and the Indenture Trustee; provided, notwithstanding anything herein to the contrary, that no amendment pursuant to this Section 9.1 shall be effective which affects the rights, protections or duties of the Indenture Trustee (including when performing its duties as Relevant Trustee) or the Owner Trustee without the prior written consent of such Person (which consent shall not be unreasonably withheld or delayed). (e) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent Indenture Trustee (if the Indenture Trustee is then the Relevant Trustee) shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect and that all conditions precedent to any the execution and delivery of such amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has have been deliveredsatisfied. The Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee may, but shall not be obligated to, enter into or execute on behalf of the Issuer any such amendment which adversely affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Indenture Trustee’s’s (including when performing its duties as Relevant Trustee), as applicable, own rights, duties or immunities under this Agreement. (f) Notwithstanding subsections (a) and (b) of this Section 9.1, this Agreement may only be amended by the Seller and the Servicer if (i) the Majority Certificateholders, or, if 100% of the aggregate Percentage Interests is then beneficially owned by Santander Consumer and/or its Affiliates, such Person (or otherwisePersons), consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Seller or the Servicer or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders. In determining whether 100% of the aggregate Percentage Interests is then beneficially owned by Santander Consumer and/or its Affiliates for purposes of clause (i), any party shall be entitled to rely on an Officer’s Certificate or similar certification of Santander Consumer or any Affiliate thereof to such effect.

Amendment. (a) This Agreement may be amended from time to time by the parties hereto, with the consent of the Trustee (which consent may not be unreasonably withheld), ) but without the consent of any of the Noteholders, to cure any ambiguity or ambiguity, to correct or supplement any provisions in this Agreement, to comply with any changes in the Code, or to make any other provisions with respect to matters or questions arising under this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of which shall not be inconsistent with the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersAgreement; provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer Counsel delivered to Owner Trustee and the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect in any material respect the interest interests of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies). It shall not be necessary for the consent of the 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the IssuerOwner Trustee, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and Trustee, the Trust Collateral Agent and the Backup Servicer shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b)) hereof, the Opinion of Counsel referred to in Section 12.2(h)(i12.2(h)(1) has been delivered. The Owner Trustee, the Trust Collateral Agent Agent, the Backup Servicer and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s, the Backup Servicer’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

Amendment. (a) This Agreement These Master Terms, any Purchase Agreement, any ▇▇▇▇ of Sale and any document or instrument delivered in accordance herewith or therewith may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee related Noteholders (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or i) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement in the related document or of modifying in any manner the rights of the such Noteholders; provided, however, provided that such amendments require: (i) satisfaction action will not, in the opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered counsel satisfactory to the Issuer, the Owner Indenture Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any such Noteholder. , or (bii) This to correct any manifest error in the terms of the related document as compared to the terms expressly set forth in the Prospectus. These Master Terms, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by Town Center Funding, the parties heretoTown Center Funding Eligible Lender Trustee, the Interim Eligible Lender Trustee and Funding, with the consent of the Trustee, and with the consent Noteholders of Notes evidencing a majority of the Majority Noteholders 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 in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies then rating the Notes, five Business Days prior thereto), the Trust Collateral Agent Interim Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment or consent to the Indenture Trustee and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies)Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders pursuant to this Section 17 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreementthese Master Terms, the Owner Trustee, the Interim Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), these Master Terms and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Interim Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement these Master Terms or otherwise.

Amendment. (a) This Agreement may be amended from time to time by the parties heretoIssuer, with the consent of Company, the Trustee (which consent may not be unreasonably withheld)Depositor, but the Master Servicer, the Securities Administrator and the Indenture Trustee, without notice to or the consent of any of the Noteholders, to cure any ambiguity or ambiguity, to correct or supplement any provisions herein or therein that may be defective or inconsistent with any other provisions herein or therein, to comply with any changes in the Code or to make any other provisions with respect to matters or questions arising under this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of which shall not be inconsistent with the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersAgreement; provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered Counsel, addressed to the Issuer, the Owner Indenture Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect in any material respect the interest interests of any Noteholder. (b) This Agreement may also be amended from time to time by the parties heretoIssuer, the Company, the Master Servicer, the Depositor, the Securities Administrator and the Indenture Trustee, with the consent of the Trustee, and with the consent Holders of Notes aggregating at least 51% of Note Principal Balance of the Majority Noteholders 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 (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments received on Receivables or distributions that shall be Mortgage Loans which are required to be made for distributed on any Note without the benefit consent of the Noteholders Holder of such Note or (ii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, Notes the Holders of which are required to consent to any such amendment, without the consent of the Holders of all Notes then outstanding. Notwithstanding any other provision of this Agreement, for purposes of the Outstanding giving or withholding of consents pursuant to this Section 7.01(b), Notes registered in the name of each class affected thereby. or held for the benefit of the Issuer, the Depositor, the Securities Administrator, the Master Servicer, or the Indenture Trustee or any Affiliate thereof shall be entitled to vote their Percentage Interests with respect to matters affecting such Notes. (c) Promptly after the execution of any such amendment, the Indenture Trustee shall furnish a copy of such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification Noteholder, with a copy to the Rating Agencies). It . (d) In the case of an amendment under Subsection 7.01(b) above, it shall not be necessary for the consent of the Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consentsuch an amendment. Rather, but it shall be sufficient if such consent shall the Noteholders approve the substance thereofof the amendment. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders shall be subject to such reasonable requirements regulations as the Indenture Trustee or the Issuer, as applicable, may prescribe. (ce) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Indenture Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel addressed to the Indenture Trustee stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been deliveredAgreement. The Owner Indenture Trustee, the Trust Collateral Agent Master Servicer and the Trustee Securities Administrator may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, its own respective rights, duties or immunities under this Agreement or otherwiseAgreement.

Amendment. (a) This Agreement These Master Terms, any Purchase Agreement, any ▇▇▇▇ of Sale and any document or instrument delivered in accordance herewith or therewith may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee related Noteholders (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or i) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement in the related document or of modifying in any manner the rights of the such Noteholders; provided, however, provided that such amendments require: (i) satisfaction action will not, in the opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered counsel satisfactory to the Issuer, the Owner Indenture Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any such Noteholder. , or (bii) This to correct any manifest error in the terms of the related document as compared to the terms expressly set forth in the Prospectus. These Master Terms, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by Town Hall Funding, the parties heretoTown Hall Funding Eligible Lender Trustee, the Interim Eligible Lender Trustee and Funding, with the consent of the Trustee, and with the consent Noteholders of Notes evidencing a majority of the Majority Noteholders 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 in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies then rating the Notes, five Business Days prior thereto), the Trust Collateral Agent Interim Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment or consent to the Indenture Trustee and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies)Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders pursuant to this Section 17 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreementthese Master Terms, the Owner Trustee, the Interim Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), these Master Terms and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Interim Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement these Master Terms or otherwise.

Amendment. (a) This Agreement These Master Terms, any Purchase Agreement, any ▇▇▇▇ of Sale and any document or instrument delivered in accordance herewith or therewith may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee related Noteholders (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or i) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement in the related document or of modifying in any manner the rights of the such Noteholders; provided, however, provided that such amendments require: (i) satisfaction action will not, in the opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered counsel satisfactory to the Issuer, the Owner Indenture Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any such Noteholder. , or (bii) This to correct any manifest error in the terms of the related document as compared to the terms expressly set forth in the Prospectus. These Master Terms, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by Bluemont Funding, the parties heretoBluemont Funding Eligible Lender Trustee, the Interim Eligible Lender Trustee and Funding, with the consent of the Trustee, and with the consent Noteholders of Notes evidencing a majority of the Majority Noteholders 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 in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies then rating the Notes, five Business Days prior thereto), the Trust Collateral Agent Interim Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment or consent to the Indenture Trustee and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies)Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders pursuant to this Section 17 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreementthese Master Terms, the Owner Trustee, the Interim Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), these Master Terms and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Interim Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement these Master Terms or otherwise.

Amendment. (a) This Agreement These Master Sale Terms, any Sale Agreement, any ▇▇▇▇ of Sale and any document or instrument delivered in accordance herewith or therewith may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the related Noteholders, (i) to cure any ambiguity or ambiguity, to waive compliance with any immaterial provision hereof, to correct or supplement any provisions in this Agreement the related document or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement in the related document or of modifying in any manner the rights of the such Noteholders; provided, however, provided that such amendments require: (i) satisfaction action will not, in the opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered counsel satisfactory to the Issuer, the Owner Indenture Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. , or (bii) This to correct any manifest error in the terms of the related document as compared to the terms expressly set forth in the Prospectus. In addition, these Master Sale Terms, any Sale Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by the parties heretoSeller, the Interim Eligible Lender Trustee, the Eligible Lender Trustee and the Purchaser, with the consent of the Trustee, and with the consent Noteholders of Notes evidencing a majority of the Majority Noteholders 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 in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables with respect to Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies then rating the Notes, five Business Days prior thereto), the Trust Collateral Agent Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment or consent to the Indenture Trustee, and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies)Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders pursuant to this Section 17 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreementthese Master Sale Terms, the Owner Trustee, the Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), these Master Sale Terms and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement these Master Sale Terms or otherwise.

Amendment. (a) This Agreement These Master Terms, any Purchase Agreement, any ▇▇▇▇ of Sale and any document or instrument delivered in accordance herewith or therewith may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority related Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of this modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the Indenture Trustee, materially and adversely affect the interest of any such Noteholder. These Master Terms, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by SLM ECFC, the Interim Eligible Lender Trustee and Funding, with the consent of the Noteholders of Notes evidencing 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 in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, five Business Days prior thereto), the Trust Collateral Agent Interim Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment or consent to the Indenture Trustee and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies). It shall not be necessary for the consent of the Noteholders pursuant to this Section 17 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreementthese Master Terms, the Owner Trustee, the Interim Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), these Master Terms and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Interim Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement these Master Terms or otherwise.

Amendment. (a) This Agreement These Master Terms, any Purchase Agreement, any ▇▇▇▇ of Sale and any document or instrument delivered in accordance herewith or therewith may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee related Noteholders (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or i) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement in the related document or of modifying in any manner the rights of the such Noteholders; provided, however, provided that such amendments require: (i) satisfaction action will not, in the opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered counsel satisfactory to the Issuer, the Owner Indenture Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any such Noteholder. , or (bii) This to correct any manifest error in the terms of the related document as compared to the terms expressly set forth in the Prospectus. These Master Terms, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by VL Funding, the parties heretoVL Funding Eligible Lender Trustee, the Interim Eligible Lender Trustee and Funding, with the consent of the Trustee, and with the consent Noteholders of Notes evidencing a majority of the Majority Noteholders 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 in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies then rating the Notes, five Business Days prior thereto), the Trust Collateral Agent Interim Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment or consent to the Indenture Trustee and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies)Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders pursuant to this Section 17 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreementthese Master Terms, the Owner Trustee, the Interim Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), these Master Terms and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Interim Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement these Master Terms or otherwise.

Amendment. (a) This Agreement may be amended from time to time by the parties heretoSeller, the Servicer and the Issuer, with the consent of the Trustee (which consent may not be unreasonably withheld)Indenture Trustee, but without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity or ambiguity, to correct or supplement any provisions in this 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) or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller, the Servicer and the Issuer, with the consent of the Indenture Trustee, the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders (as defined in the Trust Agreement) of outstanding Certificates evidencing not less than a majority of the Percentage Interests (as defined in the Trust Agreement) for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of Noteholders or the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 NoteholdersCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the NotesNotes or the Percentage Interests (as defined in the Trust Agreement), the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding outstanding Notes and the Holders (as defined in the Trust Agreement) of all the outstanding Certificates. Prior to the execution of any such amendment the Servicer will provide written notification of the substance of such amendment to each class affected therebyof the Rating Agencies. Promptly after the execution of any such amendment or consentconsent pursuant to either of the two preceding paragraphs, the Trust Collateral Agent Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Noteholder Certificateholder, the Indenture Trustee and the Seller (who shall deliver such notification to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholders or 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), and the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered10.02(i)(1). The Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s 's or the Indenture Trustee’s's, as applicable, own rights, duties or immunities under this Agreement or otherwise.

Amendment. (a) This Agreement These Master Terms, any Purchase Agreement, any ▇▇▇▇ of Sale and any document or instrument delivered in accordance herewith or therewith may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee related Noteholders (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or i) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement in the related document or of modifying in any manner the rights of the such Noteholders; provided, however, provided that such amendments require: (i) satisfaction action will not, in the opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered counsel satisfactory to the Issuer, the Owner Indenture Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. such Noteholder whose consent has not been obtained, or (bii) This to correct any manifest error in the terms of the related document as compared to the terms expressly set forth in the Prospectus. These Master Terms, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by VL Funding, the parties heretoVL Funding Eligible Lender Trustee, the Interim Eligible Lender Trustee and Funding, with the consent of the Trustee, and with the consent Noteholders of Notes evidencing a majority of the Majority Noteholders 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 in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies then rating the Notes, five Business Days prior thereto), the Trust Collateral Agent Interim Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment or consent to the Indenture Trustee and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies)Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders pursuant to this Section 17 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreementthese Master Terms, the Owner Trustee, the Interim Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), these Master Terms and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Interim Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement these Master Terms or otherwise.

Amendment. (a) This Agreement may be amended from time to time in writing by the parties hereto, Servicer and the Issuer with five Business Days’ prior written notice given to the Rating Agencies and the prior written consent of the Trustee (which consent may not be unreasonably withheld)Indenture Trustee, but without the consent of any of the NoteholdersBondholders, (i) to cure any ambiguity or ambiguity, to correct or supplement any provisions in this Agreement, (ii) to add additional Recovery Property under this Agreement or (iii) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Bondholders; provided, however, that any such amendment pursuant to clause (iii) shall not, as evidenced by an Officer’s Certificate delivered to the Issuer and the Indenture Trustee, adversely affect in any material respect the interests of any Bondholder. For purposes of this paragraph (a), any amendment that increases the Servicing Fee payable to a successor Servicer shall not be treated as adversely affecting the interests of any Bondholder so long as the Servicing Fee is within the range approved in the Financing Order. (b) This Agreement may also be amended in writing from time to time by the Servicer and the Issuer with prior written notice given to the Rating Agencies and the prior written consent of the Indenture Trustee and the prior written consent of the Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Bonds affected by any such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 NoteholdersBondholders; provided, however, that no such amendment 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 FRC Collections or (ii) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the NotesRecovery Bonds, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Recovery Bonds. Promptly after the execution of any such amendment or consentand the requisite consents, the Trust Collateral Agent Issuer shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies). It shall not be necessary for the consent of the Noteholders Recovery Bondholders pursuant to this Section 8.01(b) to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee Issuer and the Trust Collateral Agent Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel of external counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), and that all conditions precedent have been satisfied and upon the Opinion of Counsel from external counsel referred to in Section 12.2(h)(i) has been delivered3.01(c)(i). The Owner Trustee, the Trust Collateral Agent Issuer and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, their own rights, duties duties, indemnities or immunities under this Agreement or otherwise. (d) Notwithstanding Sections 8.01(a) or 8.01(b), or anything to the contrary in this Agreement, the Servicer and the Issuer may amend Annex I to this Agreement in writing with prior written notice given to the Indenture Trustee, the CPUC and the Rating Agencies, but without the consent of the Indenture Trustee, the CPUC, any Rating Agency or any Bondholder, solely to address changes to the Servicer’s method of calculating Fixed Recovery Charge Payments received as a result of changes to the Servicer’s current computerized customer information system or to address the manner of presenting Fixed Recovery Charges on the Bills of Consumers; provided that any such amendment shall not have or cause a material adverse effect on the Bondholders.

Amendment. (a) This Agreement may be amended from time to time by the parties hereto, with the consent of the Trustee (which consent may not be unreasonably withheld), ) but without the consent of any of the Noteholders, to cure any ambiguity or ambiguity, to correct or supplement any provisions in this Agreement, to comply with any changes in the Code, or to make any other provisions with respect to matters or questions arising under this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of which shall not be inconsistent with the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersAgreement; provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer Counsel delivered to Owner Trustee and the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect in any material respect the interest interests of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 no such amendment 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 or (ii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies). It shall not be necessary for the consent of the 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

Amendment. (a) This Agreement These Master Terms, any Purchase Agreement, any ▇▇▇▇ of Sale and any document or instrument delivered in accordance herewith or therewith may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee related Noteholders (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or i) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement in the related document or of modifying in any manner the rights of the such Noteholders; provided, however, provided that such amendments require: (i) satisfaction action will not, in the opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered counsel satisfactory to the Issuer, the Owner Indenture Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. such Noteholder whose consent has not been obtained, or (bii) This to correct any manifest error in the terms of the related document as compared to the terms expressly set forth in the Prospectus. These Master Terms, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by Blue Ridge Funding, the parties heretoBlue Ridge Funding Eligible Lender Trustee, the Interim Eligible Lender Trustee and Funding, with the consent of the Trustee, and with the consent Noteholders of Notes evidencing a majority of the Majority Noteholders 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 in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies then rating the Notes, five Business Days prior thereto), the Trust Collateral Agent Interim Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment or consent to the Indenture Trustee and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies)Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders pursuant to this Section 17 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreementthese Master Terms, the Owner Trustee, the Interim Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), these Master Terms and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Interim Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement these Master Terms or otherwise.

Amendment. (a) Any term or provision of this Agreement may be amended by VCI and the Purchaser without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person subject to the satisfaction of one of the following conditions: (i) VCI or the Purchaser delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; (ii) VCI or the Purchaser delivers an Officer’s Certificate of VCI or the Purchaser, respectively, to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (iii) the Rating Agency Condition is satisfied with respect to such amendment and VCI or the Purchaser notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment; provided, that no amendment pursuant to this Section 4.6 shall be effective which affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person. (b) This Agreement may also be amended from time to time by VCI and the parties heretoPurchaser, with the consent of the Trustee (which consent may Holders of Notes evidencing not be unreasonably withheld), but without the consent of any less than a majority of the Noteholdersaggregate principal balance of the Outstanding Notes, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 no such amendment 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 or (ii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies). It shall will not be necessary for the consent of the Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall will be sufficient if such consent shall approve approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders shall will be subject to such reasonable requirements as the Indenture Trustee or the Issuer, as applicable, may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Prior to the execution of any such amendment, VCI shall provide written notification of the substance of such amendment to each Rating Agency; and promptly after the execution of any such amendment or consent, VCI (i) shall furnish a copy of such amendment or consent to each Rating Agency and the Indenture Trustee and (ii) if this Agreement is amended in accordance with clauses (i) or (ii) of Section 4.6(a), shall furnish a copy of such Opinion of Counsel or Officer’s Certificate, as the case may be, to each of the Rating Agencies. (d) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect and that all conditions precedent to any the execution and delivery of such amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has have been deliveredsatisfied. The Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwiseAgreement.

Amendment. (a) This Agreement These Master Sale Terms, any Sale Agreement, any ▇▇▇▇ of Sale and any document or instrument delivered in accordance herewith or therewith may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority related Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement in the related document or of modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the related Indenture Trustee, materially and adversely affect the interest of any such Noteholder. In addition, these Master Sale Terms, any Sale Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by the Seller, the Interim Eligible Lender Trustee, the Eligible Lender Trustee and the Purchaser, with the consent of the Noteholders of Notes evidencing 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 in the related document or modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, five Business Days prior thereto), the Trust Collateral Agent Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee, and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies). It shall not be necessary for the consent of the Noteholders pursuant to this Section 17 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreementthese Master Sale Terms, the Owner Trustee, the Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), these Master Sale Terms and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement these Master Terms or otherwise.

Amendment. (a) This Agreement These Master Terms, any Purchase Agreement, any ▇▇▇▇ of Sale and any document or instrument delivered in accordance herewith or therewith may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee related Noteholders (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or i) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement in the related document or of modifying in any manner the rights of the such Noteholders; provided, however, provided that such amendments require: (i) satisfaction action will not, in the opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered counsel satisfactory to the Issuer, the Owner Indenture Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. such Noteholder whose consent has not been obtained, or (bii) This to correct any manifest error in the terms of the related document as compared to the terms expressly set forth in the Prospectus. These Master Terms, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by Navient CFC, the parties heretoInterim Eligible Lender Trustee and Funding, with the consent of the Trustee, and with the consent Noteholders of Notes evidencing a majority of the Majority Noteholders 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 in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies then rating the Notes, five Business Days prior thereto), the Trust Collateral Agent Interim Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment or consent to the Indenture Trustee and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies)Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders pursuant to this Section 17 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreementthese Master Terms, the Owner Trustee, the Interim Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), these Master Terms and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Interim Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement these Master Terms or otherwise.

Amendment. (a) This Agreement may be amended from time to time by the parties heretoDepositor, with the consent of Servicer and the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the NoteholdersCertificateholders, (i) to cure any ambiguity or defect, (ii) to correct correct, modify or supplement any provisions in herein (including to give effect to the expectations of Certificateholders), (iii) to amend the provisions of Section 4.06 or (iii) to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement, provided that such action shall not, as evidenced by either (a) an Opinion of Counsel delivered to the Trustee adversely affect in any material respect the interests of any Certificateholder or (b) written notice to the Depositor, the Servicer and the Trustee from the Rating Agencies that such action will not result in the reduction or withdrawal of the rating of any outstanding Class of Certificates with respect to which it is a Rating Agency). No amendment shall be deemed to adversely affect in any material respect the interests of any Certificateholder who shall have consented thereto, and no Opinion of Counsel or Rating Agency confirmation shall be required to address the effect of any such amendment on any such consenting Certificateholder. Notwithstanding the foregoing, neither an Opinion of Counsel nor written notice to the Depositor, the Servicer and the Trustee from the Rating Agencies will be required in connection with an amendment to the provisions of Section 4.06. This Agreement may also be amended from time to time by the Depositor, the Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction Holders of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 NoteholdersCertificates; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments received on Receivables or distributions that shall be Mortgage Loans which are required to be made for distributed on any Certificate without the benefit consent of the Noteholders Holder of such Certificate, (ii) adversely affect in any material respect the interests of the Holders of any Class of Certificates (as evidenced by either (i) an Opinion of Counsel delivered to the Trustee or (ii) reduce written notice to the aforesaid percentage Depositor, the Servicer and the Trustee from the Rating Agencies that such action will not result in the reduction or withdrawal of the rating of any outstanding principal amount Class of Certificates with respect to which it is a Rating Agency) in a manner, other than as described in (i) or (iii) modify the Notes, consents required by the Holders of which are required to consent to any such amendment, immediately preceding clauses (i) and (ii) without the consent of the Holders of all Certificates then outstanding. Notwithstanding any other provision of this Agreement, for purposes of the Outstanding Notes giving or withholding of each class affected therebyconsents pursuant to this Section 11.01, Certificates registered in the name of the Depositor or the Servicer or any Affiliate thereof shall be entitled to Voting Rights with respect to matters affecting such Certificates. Notwithstanding any contrary provision of this Agreement, the Trustee shall not consent to any amendment to this Agreement unless it shall have first received an Opinion of Counsel to the effect that such amendment (i) will not result in the imposition of any tax on any Trust REMIC pursuant to the REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding and (ii) is authorized or permitted hereunder. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent Trustee shall furnish written notification of the substance a copy of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies)Certificateholder. It shall not be necessary for the consent of the Noteholders pursuant to Certificateholders under this Section 11.01 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders Certificateholders shall be subject to such reasonable requirements regulations as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution . The cost of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment be delivered pursuant to this Agreement pursuant to Section 12.1(b)11.01 shall be borne by the Person seeking the related amendment, the but in no event shall such Opinion of Counsel referred to in Section 12.2(h)(i) has been deliveredbe an expense of the Trustee. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, to enter into any such amendment which pursuant to this Section that affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own its rights, duties or and immunities under this Agreement or otherwise.

Amendment. (a) Any term or provision of this Agreement may be amended by the Sponsor, the Servicer and the Asset Representations Reviewer without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person subject to the satisfaction of one of the following conditions: (i) the Sponsor or the Servicer delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such amendment and the Servicer notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment; provided, that no amendment pursuant to this Section 9.1(a) shall be effective which affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person. (b) This Agreement may also be amended from time to time by the parties heretoSponsor, the Servicer and the Asset Representations Reviewer, with the consent of the Trustee (which consent may Holders of Notes evidencing not be unreasonably withheld), but without the consent of any less than a majority of the Noteholdersaggregate Note Balance of the Controlling Class, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 no such amendment shall (ipursuant to this Section 9.1(b) 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 effective which affects the benefit rights, protections or duties of the Noteholders Indenture Trustee or (ii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, Owner Trustee without the prior written consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies)Person. It shall will not be necessary for the consent of the Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall will be sufficient if such consent shall approve approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders shall will be subject to such reasonable requirements as the Indenture Trustee or the Issuer, as applicable, may prescribe, including the establishment of record dates pursuant to the Depository Agreement. (c) Any term or provision of this Agreement may also be amended from time to time by the Sponsor, the Servicer and the Asset Representations Reviewer for the purpose of conforming the terms of this Agreement to the description thereof in the Prospectus or, to the extent not contrary to the Prospectus, to the description thereof in an offering memorandum with respect to the Non-Investment Grade Notes or the Certificates without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person, provided, however, that the Sponsor, the Servicer and the Asset Representations Reviewer shall provide written notification of the substance of such amendment to the Indenture Trustee, the Issuer and the Owner Trustee and promptly after the execution of such amendment, the Sponsor and the Servicer shall furnish a copy of such amendment to the Indenture Trustee, the Issuer and the Owner Trustee. (d) Prior to the execution of any amendment or consent pursuant to this Section 9.1, the Sponsor shall provide written notification of the substance of such amendment to each Rating Agency; and promptly after the execution of any such amendment or consent, the Sponsor shall furnish a copy of such amendment or consent to each Rating Agency and the Indenture Trustee. (e) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect and that all conditions precedent to any the execution and delivery of such amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has have been deliveredsatisfied. The Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwiseAgreement.

Amendment. (a) A. This Agreement may be amended from time to time by the parties heretoServicer, with the consent of Issuer, the Administrator, the Eligible Lender Trustee (which consent may not be unreasonably withheld)and the Indenture Trustee, but without the consent of any of the Noteholders, (i) to comply with any change in any applicable federal or state law, to cure any ambiguity or ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the NoteholdersAgreement; provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of Counsel delivered to the Rating Agency Condition Eligible Lender Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder whose consent has not been obtained, or (ii) an Officer’s Certificate to correct any manifest error in the terms of the Servicer delivered this Agreement as compared to the Issuer, terms expressly set forth in the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any NoteholderProspectus. (b) B. This Agreement may also be amended from time to time by the parties heretoServicer, the Issuer, the Administrator, the Eligible Lender Trustee and the Indenture Trustee, with the consent of the Trustee, and with the consent Noteholders of Notes evidencing at least a majority of the Majority Noteholders 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 (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables with respect to Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies)outstanding Noteholders. It shall not be necessary for the consent of the Noteholders pursuant to this Section clause B, to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing Promptly after the authorization execution of any action amendment to this Agreement (or, in the case of the Rating Agencies then rating the Notes, 15 days prior thereto), the Eligible Lender Trustee shall furnish written notification (such notice to be prepared by Noteholders shall be subject the Administrator) of the substance of such amendment to such reasonable requirements as the Indenture Trustee or and each of the Issuer, as applicable, may prescribe. (c) Rating Agencies then rating the Notes. Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Eligible Lender Trustee and the Trust Collateral Agent Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been deliveredAgreement. The Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Eligible Lender Trustee may, but shall not be obligated to, enter into any execute and deliver such amendment which affects the Issuer’sits rights, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rightspowers, duties or immunities under this Agreement or otherwisehereunder.

Amendment. (a) Any term or provision of this Agreement may be amended by the parties hereto, with the written consent of the Note Insurer (so long as the Note Insurer is the Controlling Party), but without the consent of any Noteholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement, to comply with changes in the Code, to comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided that such amendment shall not, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of any Noteholder; provided, further, that such amendment shall be deemed not to materially and adversely affect the interests of any Noteholder, and no Opinion of Counsel shall be required if the Rating Agency Condition is satisfied with respect to such amendment; provided, further, that if the Note Insurer is not the Controlling Party, such amendment shall not materially and adversely affect the interests of the Note Insurer without the prior written consent of the Note Insurer. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee (which consent may not be unreasonably withheld)Controlling Party, but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 no such amendment 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 or (ii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies)Note Insurer. It shall will not be necessary for the consent of the Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall will be sufficient if such consent shall approve approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders shall will be subject to such reasonable requirements as the Indenture Trustee or the Issuer, as applicable, may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Prior to the execution of any such amendment, COAF shall provide written notification of the substance of such amendment to each Rating Agency; and promptly after the execution of any such amendment or consent, COAF shall furnish a copy of such amendment or consent to each Rating Agency and the Indenture Trustee. (d) Prior to the execution of any amendment to this Agreement, the Owner TrusteePurchaser, the Note Insurer, the Owner Trustee and the Trust Collateral Agent Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect and that all conditions precedent to any the execution and delivery of such amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has have been deliveredsatisfied. The Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwiseAgreement.

Amendment. (a) This Agreement may be amended from time to time by the parties heretoSeller and the Trust Depositor, with notice to the Rating Agencies, but without the consent of the Trustees or any of the Noteholders to correct manifest error, to cure any ambiguity, to correct or supplement any provisions herein or therein which may be inconsistent with any other provisions herein, therein or in the Prospectus, as the case may be, or to add any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement or the Prospectus; provided, however, that such action shall not, as evidenced by an Opinion of Counsel for the Seller acceptable to the Indenture Trustee, adversely affect the interests of any Noteholder. (b) This Agreement may also be amended from time to time by the Seller and the Trust Depositor, with the consent of the Trustee (which consent may not be unreasonably withheld)Required Holders, but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority Noteholders for the purpose benefit of adding any provisions to 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 or waiver shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables any Contracts or distributions that shall be required to be made for the benefit of the Noteholders on any Note, or (ii) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders of which are required to consent to any such amendmentamendment or waiver pursuant to this Agreement, without the consent of the Holders of all the Outstanding Notes of each class affected thereby. the relevant Classes then outstanding. (c) Promptly after the execution of any such amendment or consentconsent pursuant to this Section 7.05, the Trust Collateral Agent Depositor shall furnish written notification of the substance of such amendment or consent and a copy of such amendment to each Noteholder Trustee and the Seller each Rating Agency. (who shall deliver such notification to the Rating Agencies). d) It shall not be necessary for the consent of the Noteholders pursuant to under this Section 7.05 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, Trustees may prescribe. (ce) Prior to Upon the execution of any amendment or consent pursuant to this AgreementSection 7.05, the Owner Trustee, the Trustee and the Trust Collateral Agent this Agreement shall be entitled to receive modified in accordance therewith, and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by consent shall form a part of this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwisefor all purposes.

Amendment. (a) This Agreement may be amended from time to time by Seller and Trust Depositor, with notice to the parties heretoRating Agencies, but without the consent of the Trustees or any of the Noteholders to correct manifest error, to cure any ambiguity, to correct or supplement any provisions herein or therein which may be inconsistent with any other provisions herein, therein or in the Prospectus, as the case may be, or to add any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement or the Prospectus; provided, however, that such action shall not, as evidenced by an Opinion of Counsel for Seller acceptable to the Indenture Trustee, adversely affect the interests of any Noteholder. (b) This Agreement may also be amended from time to time by Seller and Trust Depositor, with the consent of the Trustee (which consent may not be unreasonably withheld)Required Holders, but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority Noteholders for the purpose benefit of adding any provisions to 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 or waiver shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables any Contracts or distributions that shall be required to be made for the benefit of the Noteholders on any Note or (ii) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders of which are required to consent to any such amendmentamendment or waiver pursuant to this Agreement, without the consent of the Holders of all the Outstanding Notes of each class affected thereby. the relevant Classes then outstanding. (c) Promptly after the execution of any such amendment or consentconsent pursuant to this Section 7.05, the Trust Collateral Agent Depositor shall furnish written notification of the substance of such amendment or consent and a copy of such amendment to each Noteholder Trustee and the Seller each Rating Agency. (who shall deliver such notification to the Rating Agencies). d) It shall not be necessary for the consent of the Noteholders pursuant to under this Section 7.05 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, Trustees may prescribe. (ce) Prior to Upon the execution of any amendment or consent pursuant to this AgreementSection 7.05, the Owner Trustee, the Trustee and the Trust Collateral Agent this Agreement shall be entitled to receive modified in accordance therewith, and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by consent shall form a part of this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwisefor all purposes.

Amendment. (a) This Agreement Master Terms Sale Agreement, any Sale Agreement, any ▇▇▇▇ of Sale and any document or instrument delivered in accordance herewith or therewith may be amended from time to time by the parties hereto, with hereto and thereto without the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority related Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement in the related document or of modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the Indenture Trustee and the Eligible Lender Trustee, materially and adversely affect the interest of any such Noteholder; and provided further, that the contemplated amendment will not result in or cause a significant change in the permissible activities of the Trust. In addition, this Master Terms Sale Agreement, any Sale Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by the Seller, the Eligible Lender Trustee and the Purchaser, with the consent of the Noteholders of Notes evidencing 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 in the related document or modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, five Business Days prior thereto), the Trust Collateral Agent Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee, and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies). It shall not be necessary for the consent of the Noteholders pursuant to this Section 17 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Master Terms Sale Agreement, the Owner Trustee, the Eligible Lender Trustee and the Trust Collateral Agent Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Sale Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Master Terms Sale Agreement or otherwise.

Amendment. (a) This Agreement may be amended from time to time by Seller and Trust Depositor, with notice to the parties heretoRating Agencies, but without the consent of the Trustees or any of the Noteholders to correct manifest error, to cure any ambiguity, to correct or supplement any provisions herein or therein which may be inconsistent with any other provisions herein, therein or in the Prospectus, as the case may be, or to add any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement or the Prospectus; provided, however, that such action shall not, as evidenced by an Opinion of Counsel for Seller acceptable to the Trustees, adversely affect the interests of any Noteholder. (b) This Agreement may also be amended from time to time by Seller and Trust Depositor, with the consent of the Trustee (which consent may not be unreasonably withheld)Modified Required Holders, but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority Noteholders for the purpose benefit of adding any provisions to 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 or waiver shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables the Contracts or distributions that shall be which are required to be made for the benefit of the Noteholders on any Note or (iib) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of the Holders holders of all the Outstanding Notes of each class affected thereby. then outstanding. (c) Promptly after the execution of any such amendment or consentconsent pursuant to this Section 7.05, the Trust Collateral Agent Depositor shall furnish written notification of the substance of such amendment or consent and a copy of such amendment to each Noteholder Trustee and the Seller each Rating Agency. (who shall deliver such notification to the Rating Agencies). d) It shall not be necessary for the consent of the Noteholders pursuant to under this Section 7.05 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, Trustees may prescribe. (ce) Prior to Upon the execution of any amendment or consent pursuant to this AgreementSection 7.05, the Owner Trustee, the Trustee and the Trust Collateral Agent this Agreement shall be entitled to receive modified in accordance therewith, and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by consent shall form a part of this Agreement andfor all purposes, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion and every holder of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but Notes theretofore or thereafter issued hereunder shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwisebound thereby.

Amendment. (a) This Agreement may be amended from time to time by the parties heretoSeller and the Trust Depositor, with notice to the Rating Agencies, but without the consent of the Trustees or any of the Noteholders to correct manifest error, to cure any ambiguity, to correct or supplement any provisions herein or therein which may be inconsistent with any other provisions herein, therein or in the Prospectus, as the case may be, or to add any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement or the Prospectus; provided, however, that such action shall not, as evidenced by an Opinion of Counsel for the Seller acceptable to the Indenture Trustee, adversely affect the interests of any Noteholder. (b) This Agreement may also be amended from time to time by the Seller and the Trust Depositor, with the consent of the Trustee (which consent may not be unreasonably withheld)Required Holders, but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority Noteholders for the purpose benefit of adding any provisions to 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 or waiver shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables any Contracts or distributions that shall be required to be made for the benefit of the Noteholders on any Note or (ii) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders of which are required to consent to any such amendmentamendment or waiver pursuant to this Agreement, without the consent of the Holders of all the Outstanding Notes of each class affected thereby. the relevant Classes then outstanding. (c) Promptly after the execution of any such amendment or consentconsent pursuant to this Section 7.05, the Trust Collateral Agent Depositor shall furnish written notification of the substance of such amendment or consent and a copy of such amendment to each Noteholder Trustee and the Seller each Rating Agency. (who shall deliver such notification to the Rating Agencies). d) It shall not be necessary for the consent of the Noteholders pursuant to under this Section 7.05 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, Trustees may prescribe. (ce) Prior to Upon the execution of any amendment or consent pursuant to this AgreementSection 7.05, the Owner Trustee, the Trustee and the Trust Collateral Agent this Agreement shall be entitled to receive modified in accordance therewith, and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by consent shall form a part of this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwisefor all purposes.

Amendment. (a) This Agreement Notwithstanding any provision of the Servicing Agreement, the Servicing Agreement, as supplemented by this Transaction SUBI Servicing Supplement, to the extent that it deals solely with the Transaction SUBI and the Transaction SUBI Portfolio, may be amended from time to time in accordance with this Section 9.1. (b) Any term or provision of the Servicing Agreement or this Transaction SUBI Servicing Supplement may be amended by the parties heretoServicer, with the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any other Person subject to satisfaction of one of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments requirefollowing conditions: (i) satisfaction of the Rating Agency Condition or (ii) Servicer delivers an Officer’s Certificate or an Opinion of the Servicer delivered Counsel to the Issuer, Indenture Trustee to the Owner Trustee, the Trust Collateral Agent and the Trustee stating effect that the such amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 no such amendment 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 interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Transaction SUBI Servicing Supplement may be amended by the Servicer with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single Class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the aforesaid interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the outstanding principal amount of the NotesOutstanding Note Amount, the Holders of which are required to consent to any such amendment, matter without the consent of the Holders of all at least the percentage of the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or Note Amount which were required to consent to each Noteholder and the Seller such matter before giving effect to such amendment. (who shall deliver such notification to the Rating Agencies). d) It shall not be necessary for the consent of the Noteholders any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or consentamendment, but it shall be sufficient if such consent shall approve Person consents to the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (ce) Prior to the execution of any amendment to this AgreementTransaction SUBI Servicing Supplement, the Servicer shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Servicing Supplement, the Servicer shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Servicing Supplement, the Owner Trustee, the Indenture Trustee and the Trust Collateral Agent Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Servicing Agreement or this Agreement and, with respect Transaction SUBI Servicing Supplement and that all conditions precedent to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion execution and delivery of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwisehave been satisfied.

Amendment. (a) This Agreement may be amended from time to time by the parties hereto, with the consent of the Trustee (which consent may not be unreasonably withheld), ) but without the consent of any of the Noteholders, to cure any ambiguity or ambiguity, to correct or supplement any provisions in this Agreement, to comply with any changes in the Code, or to make any other provisions with respect to matters or questions arising under this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of which shall not be inconsistent with the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersAgreement; provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer Counsel delivered to Owner Trustee and the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect in any material respect the interest interests of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 no such amendment 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 or (ii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies). It shall not be necessary for the consent of the 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

Amendment. (a) A. This Agreement may be amended from time to time by the parties heretoServicer, with the consent of Issuer, the Administrator, the Eligible Lender Trustee (which consent may not be unreasonably withheld)and the Indenture Trustee, but without the consent of any of the Noteholders, to comply with any change in any applicable federal or state law, to cure any ambiguity or ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the NoteholdersAgreement; provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer Counsel delivered to the Issuer, Eligible Lender Trustee and the Owner Indenture Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect in any material respect the interest interests of any Noteholder. (b) B. This Agreement may also be amended from time to time by the parties heretoServicer, the Issuer, the Administrator, the Eligible Lender Trustee and the Indenture Trustee, with the consent of the Trustee, and with the consent Noteholders of Notes evidencing at least a majority of the Majority Noteholders 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 (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables with respect to Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies)outstanding Noteholders. It shall not be necessary for the consent of the Noteholders pursuant to this Section clause B, to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing Promptly after the authorization execution of any action amendment to this Agreement (or, in the case of the Rating Agencies, 15 days prior thereto), the Eligible Lender Trustee shall furnish written notification (such notice to be prepared by Noteholders shall be subject the Administrator) of the substance of such amendment to such reasonable requirements as the Indenture Trustee or and each of the Issuer, as applicable, may prescribe. (c) Rating Agencies. Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Eligible Lender Trustee and the Trust Collateral Agent Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been deliveredAgreement. The Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Eligible Lender Trustee may, but shall not be obligated to, enter into any execute and deliver such amendment which affects the Issuer’sits rights, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rightspowers, duties or immunities under this Agreement or otherwisehereunder.

Amendment. (a) This Agreement These Master Terms, any Purchase Agreement, any ▇▇▇▇ of Sale and any document or instrument delivered in accordance herewith or therewith may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority related Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of this modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the Indenture Trustee, materially and adversely affect the interest of any such Noteholder. These Master Terms, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by Town Hall Funding, the Town Hall Funding Eligible Lender Trustee, the Interim Eligible Lender Trustee and Funding, with the consent of the Noteholders of Notes evidencing 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 in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, five Business Days prior thereto), the Trust Collateral Agent Interim Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment or consent to the Indenture Trustee and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies). It shall not be necessary for the consent of the Noteholders pursuant to this Section 17 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreementthese Master Terms, the Owner Trustee, the Interim Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), these Master Terms and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Interim Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement these Master Terms or otherwise.

Amendment. (a) A. This Agreement may be amended from time to time by the parties heretoServicer, with the consent of Issuer, the Trustee (which consent may not be unreasonably withheld)Administrator or the Owner Trustee, but without the consent of any of the Noteholders, to comply with any change in any applicable federal or state law, to cure any ambiguity or ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the NoteholdersAgreement; provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer Counsel delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect in any material respect the interest interests of any Noteholder. (b) B. This Agreement may also be amended from time to time by the parties heretoServicer, the Issuer, the Administrator and the Owner Trustee, with the consent of the Trustee, and with the consent Noteholders of Notes evidencing at least a majority of the Majority Noteholders 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 (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables with respect to Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies)outstanding Noteholders. It shall not be necessary for the consent of the Noteholders pursuant to this Section clause B, to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing Promptly after the authorization execution of any action by Noteholders amendment to this Agreement (or, in the case of the Rating Agencies, fifteen days prior thereto), the Owner Trustee shall be subject furnish written notification of the substance of such amendment to such reasonable requirements as each of the Trustee or the Issuer, as applicable, may prescribe. (c) Rating Agencies. Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee Indenture Administrator and the Trust Collateral Agent Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been deliveredAgreement. The Owner Trustee, the Trust Collateral Agent Indenture Administrator and the Indenture Trustee may, but shall not be obligated to, enter into any execute and deliver such amendment which affects the Issuer’sits rights, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rightspowers, duties or immunities under this Agreement or otherwisehereunder.

Amendment. (a) It shall be a condition to the execution and delivery of any amendment to be entered into under this Section 10.01 that the Rating Agency Condition be satisfied with respect to such amendment. In no event may this Agreement be amended in any way that would (i) materially and adversely affect the Owner Trustee’s or the Indenture Trustee’s, as applicable, own rights, privileges, indemnities, duties or obligations under this Agreement, the other Basic Documents or otherwise without the prior written consent of such Person; or (ii) significantly change the permitted activities or powers of the Issuer even if such amendment would not have an adverse effect on the Holders of the Notes, without the consent of the Holders of at least a majority of the Note Balance of the Outstanding Notes of the Controlling Class. (b) This Agreement may be amended from time to time by the parties hereto, hereto with the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any Noteholders holding a majority of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or Note Balance of the Outstanding Notes of the Controlling Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that such amendments require: (i) satisfaction this Agreement may be amended without the consent of the Rating Agency Condition Noteholders to cure any ambiguity, to correct or (ii) an Officer’s Certificate supplement any provision hereof that may be defective or inconsistent with any other provision of this Agreement, to add or supplement any credit enhancement arrangement or to add any covenants, restrictions or obligations of the Servicer delivered parties to this Agreement, or to make other changes that, pursuant to an Opinion of Counsel, do not have a material and adverse effect on the interests of the Noteholders nor increase or reduce in any manner the amount of, or accelerate or delay the timing of collections on the Receivables or payments that are to be made hereunder for the benefit of the Noteholders. (c) Promptly after the execution of any amendment or consent, the Administrator shall furnish written notification of the substance of such amendment or consent to each Noteholder, the Indenture Trustee and each Rating Agency. (d) Prior to the Issuerexecution of any amendment to this Agreement, the Owner Trustee, on behalf of the Trust Collateral Agent Issuer, and the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment will is authorized or permitted by this Agreement. The Owner Trustee, on behalf of the Issuer, and the Indenture Trustee may, but shall not materially and adversely affect be obligated to, enter into any such amendment that affects the interest of any NoteholderOwner Trustee’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise. (be) This Agreement No amendment may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of on payments on the Receivables or distributions payments that shall be are required to be made for the benefit of the Noteholders or (ii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies). It shall not be necessary for the consent of the 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribeNoteholder. (c) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

Amendment. (a) This Agreement and any Subsequent Purchase Agreement may be amended by AFL and ARFC, so long as an Insurer Default shall not have occurred and be continuing, with the prior written consent of the Security Insurer and without the consent of the Owner Trustee, the Indenture Trustee or any of the Noteholders (A) to cure any ambiguity or (B) to correct any provisions in this Agreement or any such Subsequent Purchase Agreement; PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder. (b) This Agreement may also be amended from time to time by the parties heretoAFL and ARFC, so long as an Insurer Default shall not have occurred and be continuing, with the prior written consent of the Security Insurer, the Owner Trustee (which consent may not be unreasonably withheld)and the Indenture Trustee and a Note Majority, but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement Agreement, or of modifying in any manner the rights of the Noteholders; providedPROVIDED, however, that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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, howeverHOWEVER, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or Receivables, distributions that shall be required to be made for on any Note or the benefit of the Noteholders Note Interest Rate or (ii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendmentamendment or any waiver hereunder, without the consent of the Holders of all Notes then outstanding. (c) Prior to the Outstanding Notes execution of any such amendment or consent, AFL shall have furnished written notification of the substance of such amendment or consent to each class affected thereby. Rating Agency. (d) Promptly after the execution of any such amendment or consent, the Trust Collateral Agent Owner Trustee or the Indenture Trustee, as applicable, shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller Noteholder. (who shall deliver such notification to the Rating Agencies). e) It shall not be necessary for the consent of the 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders shall be subject to such reasonable requirements as the Owner Trustee or the IssuerIndenture Trustee, as applicable, may prescribe. (c) Prior to , including the execution establishment of record dates. The consent of any amendment Holder of a Note given pursuant to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent Section or pursuant to any other provision of this Agreement shall be entitled to receive conclusive and conclusively rely upon an Opinion of Counsel stating that the execution binding on such Holder and on all future Holders of such amendment Note and of any Note issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), made upon the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwiseNote.

Amendment. (a) This Agreement These Master Terms, any Purchase Agreement, any ▇▇▇▇ of Sale and any document or instrument delivered in accordance herewith or therewith may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority related Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of this modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the Indenture Trustee, materially and adversely affect the interest of any such Noteholder. These Master Terms, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by Bluemont Funding, the Bluemont Funding Eligible Lender Trustee, the Interim Eligible Lender Trustee and Funding, with the consent of the Noteholders of Notes evidencing 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 in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, five Business Days prior thereto), the Trust Collateral Agent Interim Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment or consent to the Indenture Trustee and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies). It shall not be necessary for the consent of the Noteholders pursuant to this Section 17 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreementthese Master Terms, the Owner Trustee, the Interim Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), these Master Terms and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Interim Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement these Master Terms or otherwise.

Amendment. (a) This Agreement These Master Terms, any Purchase Agreement, any ▇▇▇▇ of Sale and any document or instrument delivered in accordance herewith or therewith may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority related Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of this modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the Indenture Trustee, materially and adversely affect the interest of any such Noteholder. These Master Terms, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by Town Center Funding, the Town Center Funding Eligible Lender Trustee, the Interim Eligible Lender Trustee and Funding, with the consent of the Noteholders of Notes evidencing 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 in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, five Business Days prior thereto), the Trust Collateral Agent Interim Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment or consent to the Indenture Trustee and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies). It shall not be necessary for the consent of the Noteholders pursuant to this Section 17 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreementthese Master Terms, the Owner Trustee, the Interim Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), these Master Terms and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Interim Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement these Master Terms or otherwise.

Amendment. (a) This Agreement may be amended from time to time by the parties heretoCompany, the Depositor, the Master Servicer, the Securities Administrator and the Trustee, without notice to or the consent of any of the Certificateholders, to cure any ambiguity, to correct or supplement any provisions herein or therein that may be defective or inconsistent with any other provisions herein or therein, to comply with any changes in the Code or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Independent Counsel, addressed to the Trustee, adversely affect in any material respect the interests of any Certificateholder. (b) This Agreement may also be amended from time to time by the Company, the Master Servicer, the Depositor, the Securities Administrator and the Trustee, with the consent of the Trustee (which consent may Holders of Certificates evidencing Fractional Undivided Interests aggregating not be unreasonably withheld), but without the consent of any less than 51% of the NoteholdersTrust Fund or of the applicable Class or Classes, to cure any ambiguity if such amendment affects only such Class or to correct or supplement any provisions in this Agreement or Classes, for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 NoteholdersCertificateholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments received on Receivables or distributions that shall be Mortgage Loans which are required to be made for distributed on any Certificate without the benefit consent of the Noteholders or Holder of such Certificate, (ii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, Certificates the Holders of which are required to consent to any such amendment, without the consent of the Holders of all Certificates then outstanding, or (iii) cause any REMIC to fail to qualify as a REMIC for federal income tax purposes, as evidenced by an Opinion of Independent Counsel addressed to the Outstanding Notes Trustee which shall be provided to the Trustee other than at the Trustee's expense. Notwithstanding any other provision of each class affected thereby. Promptly after the execution of any such amendment or consentthis Agreement, the Trust Collateral Agent shall furnish written notification for purposes of the substance giving or withholding of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies). It shall not be necessary for the consent of the Noteholders consents pursuant to this Section to approve 11.02(b), Certificates registered in the particular form name of any proposed amendment or consentheld for the benefit of the Depositor, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing Securities Administrator, the authorization of any action by Noteholders shall be subject to such reasonable requirements as Master Servicer, or the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent Affiliate thereof shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, vote their Fractional Undivided Interests with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any matters affecting such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwiseCertificates.

Amendment. (a) This Agreement may be amended from time to time by the parties heretoDepositor, with the Servicer and the Trustee; and without the consent of the Trustee Certificateholders (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provisions in herein which may be defective or inconsistent with any other provisions herein (iii) to amend the provisions of Section 3.22(b) or (iv) to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided that such action shall not, as evidenced by either (a) an Opinion of Counsel delivered to the Trustee or (b) written notice to the Depositor, the Servicer and the Trustee from the Rating Agencies that such action will not result in the reduction or withdrawal of the rating of any outstanding Class of Certificates with respect to which it is a Rating Agency, adversely affect in any material respect the interests of any Certificateholder. No amendment shall be deemed to adversely affect in any material respect the interests of any Certificateholder who shall have consented thereto, and no Opinion of Counsel or Rating Agency confirmation shall be required to address the effect of any such amendment on any such consenting Certificateholder. Notwithstanding the foregoing, neither an Opinion of Counsel or written notice to the Depositor, the Servicer and the Trustee from the Rating Agencies will be required in connection with an amendment to the provisions of Section 3.22(b). In addition, this Agreement may be amended from time to time by the Depositor, the Servicer and the Trustee with the consent of the Majority Certificateholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that such amendments require: (i) satisfaction Holders of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 NoteholdersCertificates; provided, however, that no such amendment or waiver shall (ix) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables the Certificates or distributions that shall be which are required to be made for on any Certificate without the benefit consent of the Noteholders Holder of such Certificate, (y) adversely affect in any material respect the interests of the Holders of any Class of Certificates (as evidenced by either (i) an Opinion of Counsel delivered to the Trustee or (ii) reduce written notice to the aforesaid percentage Depositor, the Servicer and the Trustee from the Rating Agencies that such action will not result in the reduction or withdrawal of the rating of any outstanding principal amount Class of the Notes, the Holders of Certificates with respect to which are required to consent to any such amendmentit is a Rating Agency) in a manner other than as described in clause (x) above, without the consent of the Holders of Certificates of such Class evidencing at least a 66% Percentage Interest in such Class, or (z) reduce the percentage of Voting Rights required by clause (y) above without the consent of the Holders of all Certificates of such Class then outstanding. Upon approval of an amendment, a copy of such amendment shall be sent to the Outstanding Notes Rating Agencies. Notwithstanding any provision of each class affected therebythis Agreement to the contrary, the Trustee shall not consent to any amendment to this Agreement unless it shall have first received an Opinion of Counsel, delivered by (and at the expense of) the Person seeking such Amendment, to the effect that such amendment will not result in the imposition of a tax on any REMIC created hereunder constituting part of the Trust Fund pursuant to the REMIC Provisions or cause any REMIC created hereunder constituting part of the Trust to fail to qualify as a REMIC at any time that any Certificates are outstanding and that the amendment is being made in accordance with the terms hereof. Promptly after the execution of any such amendment or consentthe Trustee shall furnish, at the Trust Collateral Agent shall furnish written notification expense of the substance Person that requested the amendment if such Person is the Servicer (but in no event at the expense of the Trustee), otherwise at the expense of the Trust, a copy of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification Opinion of Counsel referred to in the immediately preceding paragraph to the Servicer and each Rating Agencies)Agency. It shall not be necessary for the consent of the Noteholders pursuant to Certificateholders under this Section 11.01 to approve the particular form of any proposed amendment or consent, but amendment; instead it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders Certificateholders shall be subject to such reasonable requirements regulations as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which pursuant to this Section 11.01 that affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own its rights, duties or and immunities under this Agreement or otherwise.

Amendment. (a) This Agreement may be amended in writing from time to time by the parties heretoIssuer, with the consent of Receivables Trust, the Trustee (which consent may not be unreasonably withheld)Servicer and the Trustee, but without the consent of any of the Noteholders, to cure any ambiguity or ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, or in the Offering Memorandum, or to add any other provisions with respect to matters or questions arising under this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of which shall not be inconsistent with the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersAgreement; provided, however, that such amendments require: action, as evidenced to the Trustee by (i) an Opinion of Counsel, (ii) Conn’s Officer Certificate or (iii) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the IssuerCondition, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will shall not materially and adversely affect in any material respect the interest interests of any Noteholder; provided, further such action shall not adversely affect in any material respect the interests of the Back-Up Servicer (including as Successor Servicer) without its prior written consent. (b) This Any provision of this Agreement may also be amended amended, supplemented, modified or waived in writing from time to time by the parties heretoIssuer, the Receivables Trust, the Servicer and the Trustee with the consent of the Trustee, and with the consent of the Majority Required 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 NoteholdersNoteholders of any Series then issued and outstanding; provided, however, that no such amendment amendment, supplement, modification or waiver 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 which are required to be made for on any Notes without the benefit consent of the Noteholders or each Holder of Notes so affected, (ii) change the definition of or the manner of calculating the Note Principal without the consent of each Holder of Notes, (iii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of each Holder of Notes adversely affected, (iv) adversely affect in any material respect the Holders interests of all the Outstanding Notes of each class affected therebyBack-Up Servicer (including as Successor Servicer) without its prior written consent. The Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Trustee’s rights, duties or immunities under this Agreement, the Indenture or otherwise. (c) Promptly after the execution of any such amendment or consentamendment, the Trust Collateral Agent Issuer shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller Rating Agency. (who shall deliver such notification d) Notwithstanding anything herein to the Rating Agencies). contrary, no amendment to this Agreement shall be effective that would result in or cause (i) the Receivables Trust or the Issuer to be classified as an association or publicly traded partnership taxable as a corporation, or (ii) the Receivables Trust to be classified, for United States federal income tax purposes, as other than a fixed investment trust described in Treasury Regulation Section 301.7701-4(c) that is treated as a grantor trust under Subpart E, Part I of subchapter J, Chapter I of Subtitle A of the Code. (e) It shall not be necessary for the consent of the Noteholders pursuant to under this Section 7.01 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (cf) Prior to the execution of In connection with any amendment to this Agreement, the Owner Trusteeamendment, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating (from an external law firm) from the Issuer to the effect that the execution amendment complies with all requirements of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee mayIndenture, but except that such counsel shall not be obligated to, enter into any such required to opine on factual matters. (g) Any amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties duties, immunities or immunities under this Agreement or otherwiseliabilities of the Receivables Trust Trustee shall require the Receivable Trust Trustee’s written consent.

Amendment. (a) This Agreement Master Terms Sale Agreement, any Sale Agreement, any Bill of Sale and any document or instrument delivered in accordance ▇▇▇▇with or therewith may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority related Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement in the related document or of modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the related Indenture Trustee and Eligible Lender Trustee, materially and adversely affect the interest of any such Noteholder. In addition, this Master Terms Sale Agreement, any Sale Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by the Seller, the Eligible Lender Trustee and the Purchaser, with the consent of the Noteholders of Notes evidencing 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 in the related document or modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, five Business Days prior thereto), the Trust Collateral Agent Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee, and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies). It shall not be necessary for the consent of the Noteholders pursuant to this Section 17 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Master Terms Sale Agreement, the Owner Trustee, the Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Sale Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, 's own rights, duties or immunities under this Master Terms Sale Agreement or otherwise.

Amendment. (a) A. This Agreement may be amended from time to time by the parties heretoServicer, with the consent of Issuer, the Administrator, the Eligible Lender Trustee (which consent may not be unreasonably withheld)and the Indenture Trustee, but without the consent of any of the Noteholders, to comply with any change in any applicable federal or state law, to cure any ambiguity or ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Eligible Lender Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder. B. This Agreement may also be amended from time to time by the Servicer, the Issuer, the Administrator, the Eligible Lender Trustee and the Indenture Trustee, with the consent of the Noteholders of Notes evidencing 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; providedPROVIDED, however, that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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, howeverHOWEVER, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables with respect to Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies)outstanding Noteholders. It shall not be necessary for the consent of the Noteholders pursuant to this Section paragraph B. to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing Promptly after the authorization execution of any action by Noteholders amendment to this Agreement (or, in the case of the Rating Agencies, fifteen days prior thereto), the Eligible Lender Trustee shall be subject furnish written notification of the substance of such amendment to such reasonable requirements as the Indenture Trustee or and each of the Issuer, as applicable, may prescribe. (c) Rating Agencies. Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Eligible Lender Trustee and the Trust Collateral Agent Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been deliveredAgreement. The Owner Trustee, the Trust Collateral Agent and the Indenture Trustee may, but shall not be obligated to, enter into any execute and deliver such amendment which affects the Issuer’sits rights, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rightspowers, duties or immunities under this Agreement or otherwisehereunder.

Amendment. (a) This Agreement may be amended from time to time by the parties heretoSeller, the Servicer and the Trust, with the prior written consent of the Indenture Trustee and the Security Insurer (which consent may so long as an Insurer Default shall not have occurred and be unreasonably withheld), continuing) but without the consent of any of the Noteholders, (i) to cure any ambiguity or ambiguity, (ii) to correct or supplement any provisions in this Agreement or (iii) for the purpose of adding any provision to or changing in any manner or eliminating any provision of 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 the Noteholders. (b) This Agreement may also be amended from time to time by the Seller, the Servicer and the Trust with the prior written consent of the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) and with the consent of a Note Majority (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement Agreement, or of modifying in any manner the rights of the NoteholdersHolders of Notes; providedPROVIDED, howeverHOWEVER, that such amendments require: (i) satisfaction that, subject to the express rights of the Rating Agency Condition or (ii) an Officer’s Certificate Security Insurer under the Related Documents, including its rights to agree to certain modifications of the Servicer delivered Receivables pursuant to Section 3.2 and its rights to cause the Issuer, the Owner Trustee, the Trust Indenture Collateral Agent to liquidate the Collateral under the circumstances and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time subject to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 Section 5.04 of the Noteholders; providedIndenture, however, that no such amendment shall (ia) 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 on any Note or the benefit Class A-1 Interest Rate, Class A-2 Interest Rate, Class A-3 Interest Rate, Class A-4 Interest Rate or Class A-5 Interest Rate, (b) amend any provisions of Section 4.6 in such a manner as to affect the Noteholders priority of payment of interest, principal or premium to Noteholders, or (iic) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendmentamendment or any waiver hereunder, without the consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after then outstanding. (c) Prior to the execution of any such amendment or consent, the Trust Collateral Agent Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Noteholder and Rating Agency. (d) Promptly after the Seller (who execution of any such amendment or consent, the Owner Trustee shall deliver furnish written notification of the substance of such notification amendment or consent to the Rating Agencies). Indenture Trustee. (e) It shall not be necessary for the consent of the Noteholders pursuant to this Section 10.1(b) to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee or the Issuer, as applicable, may prescribe, including the establishment of record dates. (cf) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement andAgreement, with respect in addition to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered10.2(i). The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, 's own rights, duties or immunities under this Agreement or otherwise.

Amendment. (a) Any term or provision of this Agreement may be amended by the Seller and the Servicer, without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person subject to the satisfaction of one of the following conditions: (i) the Seller or the Servicer delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such amendment and the Seller or the Servicer notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment. (b) This Agreement (including Appendix A) may also be amended from time to time by Seller, Servicer and the parties heretoIndenture Trustee (when so directed by an Issuer Request), with the consent of the Trustee (which consent may Noteholders evidencing not be unreasonably withheld), but without the consent of any less than a majority of the NoteholdersNote Balance of the Controlling Class, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 no such amendment shall (i) increase reduce the interest rate or reduce in principal amount of any manner the amount of, Note or accelerate change or delay the timing of, collections Final Scheduled Payment Date of payments on Receivables or distributions that shall be required to be made for any Note without the benefit consent of the Noteholders Holder of such Note or (ii) reduce the aforesaid percentage of the aggregate outstanding principal amount balance of the Outstanding Notes, the Holders consent of which are is required to consent to any such amendment, matter without the consent of the Holders of all at least the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification percentage of the substance of such amendment or Note Balance which was required to consent to each Noteholder and the Seller (who shall deliver such notification matter before giving effect to the Rating Agencies)such amendment. It shall will not be necessary for the consent of the Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall will be sufficient if such consent shall approve approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders shall will be subject to such reasonable requirements as the Indenture Trustee or the Issuer, as applicable, may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Any term or provision of this Agreement (including Appendix A) may also be amended from time to time by the Seller and the Servicer, for the purpose of conforming the terms of this Agreement to the description thereof in the Prospectus or an offering memorandum with respect to the Non-Investment Grade Notes without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person, provided, however, that the Seller and the Servicer shall provide written notification of such amendment to the Indenture Trustee, the Issuer and the Owner Trustee and promptly after the execution of any such amendment, the Seller and the Servicer shall furnish a copy of such amendment to the Indenture Trustee, the Issuer and the Owner Trustee. (d) Prior to the execution of any such amendment, the Servicer shall provide written notification of the substance of such amendment to each Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment, the Servicer shall furnish a copy of such amendment to each Rating Agency, the Owner Trustee and the Indenture Trustee; provided, that no amendment pursuant to this Section 9.1 shall be effective which affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person, (which consent shall not be unreasonably withheld or delayed). (e) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect and that all conditions precedent to any the execution and delivery of such amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has have been deliveredsatisfied. The Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee may, but shall not be obligated to, enter into or execute on behalf of the Issuer any such amendment which adversely affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwiseAgreement.

Amendment. (a) Any term or provision of this Agreement may be amended by the Seller and the Servicer, without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person subject to the satisfaction of one of the following conditions: (i) the Seller or the Servicer delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such amendment and the Seller or the Servicer notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment. (b) This Agreement (including Appendix A) may also be amended from time to time by the parties heretoSeller, the Servicer and the Indenture Trustee (when so directed by an Issuer Request), with the consent of the Trustee (which consent may Noteholders evidencing not be unreasonably withheld), but without the consent of any less than a majority of the NoteholdersNote Balance of the Controlling Class, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 no such amendment shall (i) increase reduce the interest rate or reduce in principal amount of any manner the amount of, Note or accelerate change or delay the timing of, collections Final Scheduled Payment Date of payments on Receivables or distributions that shall be required to be made for any Note without the benefit consent of the Noteholders Holder of such Note or (ii) reduce the aforesaid percentage of the aggregate outstanding principal amount balance of the Outstanding Notes, the Holders consent of which are is required to consent to any such amendment, matter without the consent of the Holders of all at least the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification percentage of the substance of such amendment or Note Balance which was required to consent to each Noteholder and the Seller (who shall deliver such notification matter before giving effect to the Rating Agencies)such amendment. It shall will not be necessary for the consent of the Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall will be sufficient if such consent shall approve approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders shall will be subject to such reasonable requirements as the Indenture Trustee or the Issuer, as applicable, may prescribe. (c) Prior , including the establishment of record dates pursuant to the execution of any amendment to this Depository Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

Amendment. (a) This Agreement may be amended from time to time by the parties heretoSeller, the Servicer and the Issuer, with the consent of the Trustee (which consent may not be unreasonably withheld)Indenture Trustee, but without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity or ambiguity, to correct or supplement any provisions in this 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) or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or Certificateholder. This Agreement may also be amended from time to time by the Seller, the Servicer and the Issuer, with the consent of the Indenture Trustee, the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders (as defined in the Trust Agreement) of outstanding Certificates evidencing not less than a majority of the Percentage Interests (as defined in the Trust Agreement), for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of Noteholders or the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 NoteholdersCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the NotesNotes or the Percentage Interests (as defined in the Trust Agreement), the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding outstanding Notes and the Holders (as defined in the Trust Agreement) of each class affected therebyall the outstanding Certificates. Promptly after the execution of any such amendment or consentconsent pursuant to either of the two preceding paragraphs, the Trust Collateral Agent Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Noteholder Certificateholder, the Indenture Trustee and the Seller (who shall deliver such notification to each of the Rating Agencies). It shall not be necessary for the consent of the Certificateholders or 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), and the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered10.02(i)(1). The Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s 's or the Indenture Trustee’s's, as applicable, own rights, duties or immunities under this Agreement or otherwise.

Amendment. (a) This Agreement may be amended from time to time by a written amendment duly executed and delivered by the parties heretoSeller and the Company, with the consent of the Trustee (which consent may not be unreasonably withheld)Indenture Trustee, but without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity or ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersSeller or the Company; provided, however, that such amendments require: (i) satisfaction amendment will not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer Counsel delivered to the Issuer, the Owner Indenture Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) Noteholder or Certificateholder. This Agreement may also be amended from time to time by the parties hereto, Seller and the Company with the consent of the Indenture Trustee, and with the consent of the Majority Noteholders Holders of Notes evidencing at least a majority of the Outstanding Amount of the Notes, the consent of the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority of all 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 NoteholdersSeller or the Company; provided, however, that no such amendment 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 are required to be made for the benefit of the Noteholders or Certificateholders or (ii) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, Notes or the Holders of which are percentage interests evidenced by the Certificates required to consent to any such amendment, without the consent of the Holders of all the Outstanding outstanding Notes and the Holders (as defined in the Trust Agreement) of each class affected therebyall the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent Seller shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies). It shall not be necessary for the consent of the 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

Amendment. (a) This Any term or provision of this Agreement may be amended from time to time by the parties hereto, with the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholdersother Person; provided, however, provided that such amendments require: (i) satisfaction either (A) any amendment that materially and adversely affects the Noteholders shall require the consent of Noteholders evidencing not less than a Majority Interest of the Rating Agency Condition Notes voting together as a single class, or (iiB) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the such amendment will shall not materially and adversely affect the interest Noteholders, and (ii) any amendment that adversely affects the interests of the Trust Certificateholder, the Indenture Trustee or the Owner Trustee shall require the prior written consent of each Person whose interests are adversely affected. An amendment shall be deemed not to materially and adversely affect the Noteholders if (i) the Rating Agency Condition is satisfied with respect to such amendment, or (ii) the Depositor delivers an Officer’s Certificate to the Indenture Trustee stating that such amendment shall not materially and adversely affect the Noteholders. The consent of the Trust Certificateholder or the Owner Trustee shall be deemed to have been given if the Depositor does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. The Indenture Trustee may, but shall not be obligated to, enter into or consent to any Noteholdersuch amendment that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Agreement or otherwise. (b) This Agreement may also be amended from time to time by Notwithstanding the parties heretoforegoing, with the consent of the Trustee, and with the consent of the Majority 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 no such amendment shall (i) increase reduce the interest rate or reduce principal amount of any Note, or change the due date of any installment of principal of or interest in any manner the amount ofNote, or accelerate or delay the timing ofRedemption Price with respect thereto, collections of payments on Receivables or distributions that shall be required to be made for without the benefit consent of the Noteholders Noteholder, or (ii) reduce the aforesaid percentage of the outstanding principal amount of the NotesOutstanding Amount, the Holders of which are required to consent to any such amendment, matter without the consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification at least a Majority Interest of the substance of such amendment or Notes which were required to consent to each Noteholder and the Seller such matter before giving effect to such amendment. (who shall deliver such notification to the Rating Agencies). c) It shall not be necessary for the consent of the Noteholders any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or consentamendment, but it shall be sufficient if such consent shall approve Person consents to the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (cd) Prior to the execution of any amendment to this Agreement, the Owner TrusteeDepositor shall provide each Rating Agency, the Trust Certificateholder, the Transferee, the Owner Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion Indenture Trustee with written notice of Counsel stating that the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Agreement, the Depositor shall furnish a copy of such amendment is authorized or permitted by to each Rating Agency, the Transferee, the Trust Certificateholder, the Indenture Trustee and the Owner Trustee. Any such notice to be delivered pursuant to this Agreement and, to any Rating Agency shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240 17g-5(a)(3). (e) The Indenture Trustee shall be under no obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment amendment. When the Rating Agency Condition is satisfied with respect to this Agreement pursuant to Section 12.1(b)such amendment, the Opinion Depositor shall cause to be delivered to a Responsible Officer of Counsel referred the Indenture Trustee an Officer’s Certificate to in Section 12.2(h)(i) that effect, and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Depositor that a Rating Agency Condition has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any satisfied with respect to such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwiseamendment.

Amendment. (a) Any term or provision of this Agreement may be amended by BAC and the Purchaser without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee, the Grantor Trust, the Grantor Trust Trustee or any other Person subject to the satisfaction of one of the following conditions: (i) BAC or the Purchaser delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such amendment and BAC or the Purchaser notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment; provided, that, notwithstanding anything herein to the contrary, no amendment pursuant to this Section 4.6 shall be effective which adversely affects the rights, protections or duties of the Indenture Trustee, the Owner Trustee (including in its individual capacity) or the Grantor Trust Trustee (including in its individual capacity) without the prior written consent of such Person. (b) This Agreement may also be amended from time to time by BAC and the parties heretoPurchaser, with the consent of the Trustee (which consent may Holders of Notes evidencing not be unreasonably withheld), but without the consent of any less than a majority of the Noteholdersaggregate principal amount of the Controlling Class, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 no such amendment 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 or (ii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies). It shall will not be necessary for the consent of the Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall will be sufficient if such consent shall approve approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders shall will be subject to such reasonable requirements as the Indenture Trustee or the Issuer, as applicable, may prescribe, including the establishment of record dates pursuant to the Depository Agreement. (c) Any term or provision of this Agreement may also be amended from time to time by BAC and the Purchaser for the purpose of conforming the terms of this Agreement to the description thereof in the Prospectus or, to the extent not contrary to the Prospectus, to the description thereof in an offering memorandum with respect to the 144A Notes or the Certificates without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee, the Grantor Trust, the Grantor Trust Trustee or any other Person; provided, however, that BAC and the Purchaser shall provide written notification of the substance of such amendment to the Indenture Trustee, the Issuer, the Owner Trustee, the Grantor Trust and the Grantor Trust Trustee and promptly after the execution of such amendment, BAC and the Purchaser shall furnish a copy of such amendment to the Indenture Trustee, the Issuer, the Owner Trustee, the Grantor Trust and the Grantor Trust Trustee. (d) Prior to the execution of any amendment or consent pursuant to this Section 4.6, BAC shall provide written notification of the substance of such amendment to each Rating Agency; and promptly after the execution of any such amendment or consent, BAC shall furnish a copy of such amendment or consent to each Rating Agency and the Indenture Trustee. (e) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Grantor Trust Trustee and the Trust Collateral Agent Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect and that all conditions precedent to any the execution and delivery of such amendment to this Agreement pursuant to Section 12.1(bhave been satisfied. The Owner Trustee (including in its individual capacity), the Opinion of Counsel referred to Grantor Trust Trustee (including in Section 12.2(h)(iits individual capacity) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Issuer’s, the Owner Trustee’s’s (including in its individual capacity), the Grantor Trust Collateral AgentTrustee’s (including in its individual capacity) or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Agreement. (f) Notwithstanding subsections (a) and (b) of this Section 4.6, this Agreement may only be amended by BAC and the Purchaser if (i) the Majority Certificateholders, or, if 100% of the aggregate Percentage Interests is then beneficially owned by BAC and/or its Affiliates, such Person (or otherwisePersons) consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Purchaser or BAC or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders. In determining whether 100% of the aggregate Percentage Interests is then beneficially owned by BAC and/or its Affiliates for purposes of clause (i), any party shall be entitled to rely on an Officer’s Certificate or similar certification of BAC or any Affiliate thereof to such effect. For the avoidance of doubt, no consent of the Certificateholders or delivery of any such Officer’s Certificate or Opinion of Counsel contemplated in clause (ii) of this subsection (f) shall be required in connection with an amendment to this Agreement pursuant to subsection (c) of this Section 4.6. (g) Notwithstanding anything herein to the contrary, for purposes of classifying the Issuer as other than a corporation and the Grantor Trust as a grantor trust under the Code, without the consent of all of the Noteholders and all of the Certificateholders, no amendment shall be made to this Agreement that would, in and of itself, cause the Issuer (or any part thereof) to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, or the Issuer (to the extent it is not wholly owned by a single taxpayer for United States federal income tax purposes) to be treated as engaged in the conduct of a trade or business within the United States, or the Grantor Trust (or any part thereof) to be classified as other than a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code.

Amendment. (a) A. This Agreement may be amended from time to time by the parties heretoServicer, with the consent of Issuer, the Administrator, the Eligible Lender Trustee (which consent may not be unreasonably withheld)and the Indenture Trustee, but without the consent of any of the Noteholders, to comply with any change in any applicable federal or state law, to cure any ambiguity or ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the NoteholdersAgreement; provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer Counsel delivered to the Issuer, Eligible Lender Trustee and the Owner Indenture Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect in any material respect the interest interests of any Noteholder. (b) B. This Agreement may also be amended from time to time by the parties heretoServicer, the Issuer, the Administrator, the Eligible Lender Trustee and the Indenture Trustee, with the consent of the Trustee, and with the consent Noteholders of Notes evidencing a majority of the Majority Noteholders 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 (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables with respect to Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies)outstanding Noteholders. It shall not be necessary for the consent of the Noteholders pursuant to this Section paragraph B to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing Promptly after the authorization execution of any action by Noteholders amendment to this Agreement (or, in the case of the Rating Agencies, fifteen days prior thereto), the Eligible Lender Trustee shall be subject furnish written notification of the substance of such amendment to such reasonable requirements as the Indenture Trustee or and each of the Issuer, as applicable, may prescribe. (c) Rating Agencies. Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Eligible Lender Trustee and the Trust Collateral Agent Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been deliveredAgreement. The Owner Trustee, the Trust Collateral Agent and the Indenture Trustee may, but shall not be obligated to, enter into any execute and deliver such amendment which affects the Issuer’sits rights, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rightspowers, duties or immunities under this Agreement or otherwisehereunder.

Amendment. (a) This Agreement may be amended from time to time by a written amendment duly executed and delivered by the parties heretoSeller and the Company, with the consent of the Trustee (which consent may not be unreasonably withheld)Indenture Trustee, but without the consent of any of the NoteholdersNoteholders or the Certificateholders, to cure any ambiguity or ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersSeller or the Company; provided, however, that such amendments require: (i) satisfaction amendment will not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer Counsel delivered to the Issuer, the Owner Indenture Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) Noteholder or Certificateholder. This Agreement may also be amended from time to time by the parties hereto, Seller and the Company with the consent of the Indenture Trustee, and with the consent of the Majority Noteholders Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the Certificateholders of Certificates evidencing not less than a majority of all the Percentage Interests (as defined in the Trust Agreement) 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 NoteholdersSeller or the Company; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be are required to be made for the benefit of the Noteholders or Certificateholders or (ii) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, Notes or the Holders of which are Percentage Interests evidenced by the Certificates required to consent to any such amendment, without the consent of the Holders of all the Outstanding outstanding Notes and the Certificateholders of each class affected therebyall the outstanding Certificates. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent Seller shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies). It shall not be necessary for the consent of the 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

Amendment. (a) This Agreement These Master Terms, any Purchase Agreement, any B▇▇▇ of Sale and any document or instrument delivered in accordance herewith or therewith may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority related Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of this modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the related Indenture Trustee, materially and adversely affect the interest of any such Noteholder. These Master Terms, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by SLM ECFC, the Interim Eligible Lender Trustee and Funding, with the consent of the Noteholders of Notes evidencing 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 in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, five Business Days prior thereto), the Trust Collateral Agent Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies). It shall not be necessary for the consent of the Noteholders pursuant to this Section 17 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreementthese Master Terms, the Owner Trustee, the Interim Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), these Master Terms and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Interim Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement these Master Terms or otherwise.

Amendment. (a) This Agreement These Master Sale Terms, any Sale Agreement, any ▇▇▇▇ of Sale and any document or instrument delivered in accordance herewith or therewith may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority related Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement in the related document or of modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the Indenture Trustee, materially and adversely affect the interest of any such Noteholder. In addition, these Master Sale Terms, any Sale Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by the Seller, the Interim Eligible Lender Trustee, the Eligible Lender Trustee and the Purchaser, with the consent of the Noteholders of Notes evidencing 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 in the related document or modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, five Business Days prior thereto), the Trust Collateral Agent Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment or consent to the Indenture Trustee, and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies). It shall not be necessary for the consent of the Noteholders pursuant to this Section 17 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreementthese Master Sale Terms, the Owner Trustee, the Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), these Master Sale Terms and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement these Master Terms or otherwise.

Amendment. (a) A. This Agreement may be amended from time to time by the parties heretoServicer, with the consent of Issuer, the Administrator, the Eligible Lender Trustee (which consent may not be unreasonably withheld)and the Indenture Trustee, but without the consent of any of the Noteholders, to comply with any change in any applicable federal or state law, to cure any ambiguity or ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of Servicing Agreement adding any provisions to or changing in any manner or eliminating any of the provisions of in this Agreement or of modifying in any manner the rights of the NoteholdersAgreement; provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer Counsel delivered to the Issuer, Eligible Lender Trustee and the Owner Indenture Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect in any material respect the interest interests of any Noteholder. (b) B. This Agreement may also be amended from time to time by the parties heretoServicer, the Issuer, the Administrator, the Eligible Lender Trustee and the Indenture Trustee, with the consent of the Trustee, and with the consent Noteholders of Notes evidencing at least a majority of the Majority Noteholders 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 (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables with respect to Trust Student Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies)outstanding Noteholders. It shall not be necessary for the consent of the Noteholders pursuant to this Section clause B, to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing Promptly after the authorization execution of any action by Noteholders amendment to this Agreement (or, in the case of the Rating Agencies, fifteen days prior thereto), the Eligible Lender Trustee shall be subject furnish written notification of the substance of such amendment to such reasonable requirements as the Indenture Trustee or and each of the Issuer, as applicable, may prescribe. (c) Rating Agencies. Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Eligible Lender Trustee and the Trust Collateral Agent Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been deliveredAgreement. The Owner Trustee, the Trust Collateral Agent and the Indenture Trustee may, but shall not be obligated to, enter into any execute and deliver such amendment which affects the Issuer’sits rights, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rightspowers, duties or immunities under this Agreement or otherwisehereunder.

Amendment. (a) This Any term or provision of this Agreement may be amended from time to time by the parties heretoSeller, with Servicer and Trustee without the consent of any of the Holders or any other Person subject to subsection (e) of this Section 11.1 and the satisfaction of one of the following conditions: (i) Seller or Servicer delivers an Opinion of Counsel to Trustee to the effect that such amendment will not materially and adversely affect the interests of any Holder; (which consent ii) Seller or Servicer delivers an Officer’s Certificate of Seller or Servicer, respectively, to Trustee to the effect that such amendment will not materially and adversely affect the interests of any Holder; or (iii) Seller or Servicer delivers to Trustee written confirmation from each Rating Agency that such amendment will not cause it to downgrade, qualify or withdraw its rating assigned to any of the Certificates; provided, that any amendment entered into pursuant to this Section 11.1(a) shall not significantly change the permitted activities of the Trust. (b) Any term or provision of this Agreement may not be unreasonably withheld)amended by Seller, Servicer and Trustee but without the consent of any of the NoteholdersHolders or any other Person to add, to cure any ambiguity modify or to correct or supplement eliminate any provisions as may be necessary or advisable in order to enable Seller, Servicer or any of their Affiliates to comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle, it being a condition to any such amendment that the Rating Agency Condition shall have been satisfied, provided, that any amendment entered into pursuant to this Section 11.1(b) shall not significantly change the permitted activities of the Trust. (c) This Agreement or may also be amended from time to time by Seller, Servicer and Trustee, with the consent of the Majority 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 NoteholdersHolders; provided, however, that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 no such amendment shall (i) increase reduce the interest rate or reduce in principal amount of any manner the amount ofCertificate, or accelerate change or delay the timing of, collections Final Scheduled Distribution Date of payments on Receivables or distributions that shall be required to be made for any Certificate without the benefit consent of the Noteholders or Holder of such Certificate, (ii) reduce the aforesaid percentage of the outstanding principal amount of the NotesNote Balance, the Holders of which are required to consent to any such amendment, matter without the consent of the Holders of all at least the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification percentage of the substance of such amendment or Note Balance which were required to consent to each Noteholder and the Seller (who shall deliver such notification matter before giving effect to the Rating Agencies)such amendment. It shall will not be necessary for the consent of any of the Noteholders pursuant to this Section Holders to approve the particular form of any proposed amendment or consent, but it shall will be sufficient if such consent shall approve approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders any of the Holders provided for in this Agreement) and of evidencing the authorization of the execution thereof by any action by Noteholders shall of the Holders will be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe, including the establishment of record dates pursuant to the Depository Agreement. (cd) Prior to the execution of any amendment to this Agreement, Servicer shall provide written notification of the Owner substance of such amendment to each Rating Agency; and promptly after the execution of any such amendment or consent, Servicer shall furnish a copy of such amendment or consent to each Rating Agency and Trustee. (e) Prior to the execution of any amendment to this Agreement, the Seller and Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect and that all conditions precedent to any the execution and delivery of such amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has have been deliveredsatisfied. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into or execute on behalf of the Trust any such amendment which materially and adversely affects the Issuer’sTrustee’s rights, the Owner Trustee’sprivileges, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rightsindemnities, duties or immunities obligations under this Agreement. Furthermore, notwithstanding anything to the contrary herein, this Agreement may not be amended in any way that would materially and adversely affect Trustee’s rights, privileges, indemnities, duties or otherwiseobligations under this Agreement, the Related Agreements or otherwise without the prior written consent of such Person.

Amendment. (a) This Agreement Master Terms Purchase Agreement, any Purchase Agreement, any Bill of Sale and any document or instrument delivered in accordance ▇▇▇▇with or therewith may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority related Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of this modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the related Indenture Trustee, materially and adversely affect the interest of any such Noteholder. This Master Terms Purchase Agreement, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by SLC, the Eligible Lender Trustee and SLC Receivables, with the consent of the Noteholders of Notes evidencing 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 in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, five Business Days prior thereto), the Trust Collateral Agent Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies). It shall not be necessary for the consent of the Noteholders pursuant to this Section 17 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Master Terms Purchase Agreement, the Owner Trustee, the Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Master Terms Purchase Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.of the

Amendment. (a) This Agreement may be amended from time to time by the parties heretoSeller, the Servicer and the Trust, with the consent of the Indenture Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, the Certificateholders or Swap Counterparties to add, change or eliminate any other provisions with respect to matters or questions arising under this Agreement as may be necessary or advisable in order to: (i) cure any ambiguity or ambiguity, to revise, correct or supplement any provisions in this herein, (ii) enable the Trust to avoid becoming a member of MMCA's consolidated group under GAAP or (iii) enable the Transferor or any Affiliate of the Transferor or any of their Affiliates to otherwise comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee and the Indenture Trustee materially and adversely affect the interests of any Noteholder or Certificateholder; provided, further, that no such amendment shall be inconsistent with the derecognition by MMCA of the Receivables under GAAP or cause the Trust to become a member of MMCA's consolidated group under GAAP; and provided, further, that (x) such action shall not materially adversely affect the rights or obligations of the Swap Counterparties under the Interest Rate Swap Agreements or modify the obligations of, or impair the ability of, the Issuer to fully perform any of its obligations under the Interest Rate Swap Agreements or (y) each Swap Counterparty shall have consented thereto. (b) This Agreement may also be amended from time to time by the Seller, the Servicer and the Trust, with the consent of the Swap Counterparties to the extent such amendment adversely affects the rights or obligations of the Swap Counterparties under the Interest Rate Swap Agreements, or modifies the obligations of, or impairs the ability of the Issuer to fully perform any of its obligations under, the Interest Rate Swap Agreement (which consent may not be unreasonably withheld), and with the consent of the Holders of Notes evidencing not less than 51% of Outstanding Amount of all of the Notes, voting as a group, and 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 Agreement, or of modifying in any manner the rights of the Noteholders; provided, however, that such amendments require: (i) satisfaction of Noteholders or the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 NoteholdersCertificateholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on Receivables or distributions that shall be required to be made for on any Note or Certificate or change the benefit Note Interest Rate or the Specified Reserve Balance, without the consent of the all adversely affected Noteholders or Certificateholders, (iib) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all Notes and Certificates affected thereby or (c) adversely affect the Outstanding rating of any Class of Notes by the Rating Agencies without the consent, as applicable, of Noteholders evidencing not less than 66 2/3% of the Notes of such Class Outstanding. (c) Prior to the execution of any amendment or consent pursuant to Section 10.1(b), the Servicer shall provide written notification of the substance of such amendment or consent to each class affected thereby. Rating Agency. (d) Promptly after the execution of any such amendment or consentconsent pursuant to this Section 10.1, the Trust Collateral Agent Owner Trustee shall mail a copy to the Swap Counterparties and shall furnish written notification of the substance of such amendment or consent to each Noteholder Certificateholder, the Indenture Trustee and the Seller (who shall deliver such notification to each of the Rating Agencies). It shall not be necessary for the consent of Noteholders or the Noteholders Certificateholders 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 Noteholders and Certificateholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders and Certificateholders shall be subject to such reasonable requirements as the Owner Trustee or and the Issuer, as applicable, Indenture Trustee may prescribe. (ce) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent Indenture Trustee shall be entitled to receive and conclusively rely upon (i) an Opinion of Counsel stating that the execution of such amendment (A) is authorized or permitted by this Agreement andAgreement, with respect (B) will not materially adversely affect the Federal or any Applicable Tax State income or franchise taxation of any Outstanding Note or Certificate or any Holder thereof, and (C) will not cause the Trust to be taxable as a corporation for Federal or any Applicable Tax State income or franchise tax purposes and (ii) an Officer's Certificate of the Servicer that all conditions to the execution of such amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has have been deliveredcomplied with. The Owner Trustee, Trustee or the Trust Collateral Agent and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the such Owner Trustee’s, the Trust Collateral Agent’s 's or the Indenture Trustee’s, as applicable, 's own rights, duties or immunities under this Agreement or otherwise.

Amendment. (a) This Agreement may be amended from time to time in writing by the parties hereto, Servicer and the Issuer with ten Business Days' prior written notice given to the Rating Agencies and the prior written consent of the Trustee (which consent may shall not be unreasonably withheld), but without the consent of any of the NoteholdersBondholders, to cure any ambiguity or ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Bondholders; provided, however, that such action shall not, as evidenced by an Officer's Certificate delivered to the Issuer and the Trustee, adversely affect in any material respect the interests of any Bondholder. (b) This Agreement may also be amended in writing from time to time by the Servicer and the Issuer with ten Business Days' prior written notice given to the Rating Agencies and the prior written consent of the Trustee (which consent shall not be unreasonably withheld) and the prior written consent of the Holders of Bonds evidencing not less than a majority of the Outstanding Amount of the Bonds, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the NoteholdersBondholders; provided, however, that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the any amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement Section 4.01 or of modifying in any manner Section 4.03 shall satisfy the rights of Rating Agency Condition. (c) If the Noteholders; provided, however, that no such amendment 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 or (ii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the written consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such Bondholders is required in connection with an amendment or consenthereof, the Trust Collateral Agent shall furnish written notification approval by Bondholders of the substance of such any proposed amendment or consent shall constitute sufficient consent of the Bondholders pursuant to each Noteholder this Section, and the Seller (who shall deliver such notification to the Rating Agencies). It it shall not be necessary for the consent that Bondholders approve of the 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (cd) Promptly after the execution thereof, the Issuer shall provide each of the Rating Agencies with a copy of any amendment to this Agreement. (e) Prior to the execution of its consent to any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been deliveredAgreement. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, 's own rights, duties or immunities under this Agreement or otherwise.

Amendment. (a) This Agreement may be amended from time to time by Seller and Trust Depositor, with notice to the parties heretoRating Agencies, but without the consent of the Trustees or any of the Noteholders, to correct manifest error, to cure any ambiguity, to correct or supplement any provisions herein or therein which may be inconsistent with any other provisions herein or therein, as the case may be, or to add any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; PROVIDED, HOWEVER, that such action shall not, as evidenced by an opinion of Counsel for Seller acceptable to the Trustees, adversely affect the interests of any Noteholder. (b) This Agreement may also be amended from time to time by Seller and Trust Depositor, with the consent of the Trustee (which consent may not be unreasonably withheld)Modified Required Holders, but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Indenture Trustee for the benefit of Noteholders; providedPROVIDED, however, that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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, howeverHOWEVER, that no such amendment or waiver shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables the Contracts or distributions that shall be which are required to be made for the benefit of the Noteholders on any Note or (iib) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of the Holders holders of all the Outstanding Notes of each class affected thereby. then outstanding. (c) Promptly after the execution of any such amendment or consentconsent pursuant to this Section 7.05, the Trust Collateral Agent Depositor shall furnish written notification of the substance of such amendment or consent and a copy of such amendment to each Noteholder Trustee and the Seller each Rating Agency. (who shall deliver such notification to the Rating Agencies). d) It shall not be necessary for the consent of the Noteholders pursuant to under this Section 7.05 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, Trustees may prescribe. (ce) Prior to Upon the execution of any amendment or consent pursuant to this AgreementSection 7.05, the Owner Trustee, the Trustee and the Trust Collateral Agent this Agreement shall be entitled to receive modified in accordance therewith, and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by consent shall form a part of this Agreement andfor all purposes, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion and every holder of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but Notes theretofore or thereafter issued hereunder shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwisebound thereby.

Amendment. (a) This These Master Terms and any Purchase Agreement may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority related Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this such Master Terms and Purchase Agreements or of modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the related Indenture Trustee, materially and adversely affect the interest of any such Noteholder. In addition, these Master Terms and any Purchase Agreement may also be amended from time to time by ▇▇▇▇▇▇ ▇▇▇, the Interim Eligible Lender Trustee and Funding, with the consent of the Noteholders of Notes evidencing 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 these Master Terms or any Purchase Agreements or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, five Business Days prior thereto), the Trust Collateral Agent Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies). It shall not be necessary for the consent of the 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreementthese Master Terms, the Owner Trustee, the Interim Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), and the Opinion of Counsel referred to in Section 12.2(h)(i7.1 I(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Interim Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, 's own rights, duties or immunities under this Agreement or otherwise.

Amendment. (a) This Agreement These Master Terms, any Purchase Agreement, any B▇▇▇ of Sale and any document or instrument delivered in accordance herewith or therewith may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority related Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of this modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the related Indenture Trustee, materially and adversely affect the interest of any such Noteholder. These Master Terms, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by VG Funding, the VG Funding Eligible Lender Trustee, the Interim Eligible Lender Trustee and Funding, with the consent of the Noteholders of Notes evidencing 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 in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, five Business Days prior thereto), the Trust Collateral Agent Interim Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies). It shall not be necessary for the consent of the Noteholders pursuant to this Section 17 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreementthese Master Terms, the Owner Trustee, the Interim Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), these Master Terms and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Interim Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement these Master Terms or otherwise.

Amendment. (a) This Agreement may be amended from time to time by the parties heretoCompany, with the Servicer and the Trustee, without the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the NoteholdersCertificateholders, to cure any ambiguity or ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to, or changing in any manner or eliminating any provision in, this Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Trustee, adversely affect in any material respect the interests of any Certificateholder. This Agreement may also be amended from time to time by the Company, the Servicer and the Trustee with 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 Agreement, or of modifying in any manner the rights of the Noteholders; provided, however, that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 NoteholdersCertificateholders; provided, however, that no such amendment shall (ia) except as otherwise provided in the first paragraph of this Section, increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that shall be are required to be made for the benefit of the Noteholders on any Certificate or (iib) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are Certificate Balance required to consent to any such amendment, amendment without the consent of the Holders of all the Outstanding Notes of each class affected therebyCertificates then outstanding. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent Trustee shall furnish written notification of the substance of such amendment or consent to each Noteholder Certificateholder and the Seller (who shall deliver such notification to the Rating Agencies). It shall not be necessary for the consent of the Noteholders Certificateholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders Certificateholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders Certificateholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) . Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), and the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered12.02(i). The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which that affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, 's own rights, duties or immunities under this Agreement or otherwise.

Amendment. (a) Any term or provision of this Agreement may be amended by the Seller and the Servicer, without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person subject to the satisfaction of one of the following conditions: (i) the Seller or the Servicer delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such amendment and the Seller or the Servicer notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment. (b) This Agreement (including Appendix A) may also be amended from time to time by the parties heretoSeller, the Servicer and the Indenture Trustee (when so directed by an Issuer Request), with the consent of the Trustee (which consent may Noteholders evidencing not be unreasonably withheld), but without the consent of any less than a majority of the NoteholdersNote Balance of the Controlling Class, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 no such amendment shall (i) increase reduce the interest rate or reduce in principal amount of any manner the amount of, Note or accelerate change or delay the timing of, collections Final Scheduled Payment Date of payments on Receivables or distributions that shall be required to be made for any Note without the benefit consent of the Noteholders Holder of such Note or (ii) reduce the aforesaid percentage of the aggregate outstanding principal amount of the Outstanding Notes, the Holders consent of which are is required to consent to any such amendment, matter without the consent of the Holders of all at least the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification percentage of the substance of such amendment or Note Balance which was required to consent to each Noteholder and the Seller (who shall deliver such notification matter before giving effect to the Rating Agencies)such amendment. It shall will not be necessary for the consent of the Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall will be sufficient if such consent shall approve approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders shall will be subject to such reasonable requirements as the Indenture Trustee or the Issuer, as applicable, may prescribe, including the establishment of record dates pursuant to the Depository Agreement. (c) Any term or provision of this Agreement (including Appendix A) may also be amended from time to time by the Seller and the Servicer, for the purpose of conforming the terms of this Agreement to the description thereof in the Prospectus or, to the extent not contrary to the Prospectus, to the description thereof in an offering memorandum with respect to the 144A Notes or the Certificates without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person; provided, however, that the Seller and the Servicer shall provide written notification of such amendment to the Indenture Trustee, the Issuer and the Owner Trustee and promptly after the execution of any such amendment, the Seller and the Servicer shall furnish a copy of such amendment to the Indenture Trustee, the Issuer and the Owner Trustee. (d) Prior to the execution of any such amendment, the Servicer shall provide written notification of the substance of such amendment to each Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment, the Servicer shall furnish a copy of such amendment to each Rating Agency, the Owner Trustee and the Indenture Trustee; provided, notwithstanding anything herein to the contrary, that no amendment pursuant to this Section 9.1 shall be effective which affects the rights, protections or duties of the Indenture Trustee (including when performing its duties as Relevant Trustee) or the Owner Trustee without the prior written consent of such Person (which consent shall not be unreasonably withheld or delayed). (e) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent Indenture Trustee (if the Indenture Trustee is then the Relevant Trustee) shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect and that all conditions precedent to any the execution and delivery of such amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has have been deliveredsatisfied. The Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee may, but shall not be obligated to, enter into or execute on behalf of the Issuer any such amendment which adversely affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Indenture Trustee’s’s (including when performing its duties as Relevant Trustee), as applicable, own rights, duties or immunities under this Agreement. (f) Notwithstanding subsections (a) and (b) of this Section 9.1, this Agreement may only be amended by the Seller and the Servicer if (i) the Majority Certificateholders, or, if 100% of the aggregate Percentage Interests is then beneficially owned by Santander Consumer and/or its Affiliates, such Person (or otherwisePersons), consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Seller or the Servicer or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders. In determining whether 100% of the aggregate Percentage Interests is then beneficially owned by Santander Consumer and/or its Affiliates for purposes of clause (i), any party shall be entitled to rely on an Officer’s Certificate or similar certification of Santander Consumer or any Affiliate thereof to such effect.

Amendment. (a) Any term or provision of this Agreement may be amended by the Servicer without the consent of the Indenture Trustee, the Issuer, any Noteholder, the Owner Trustee the Delaware Trustee, or any other Person subject to the satisfaction of one of the following conditions: (i) The Servicer delivers an Opinion of Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) The Rating Agency Condition is satisfied with respect to such amendment and the Servicer notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment. (b) This Agreement may also be amended from time to time by the parties heretoServicer, with the consent of the Trustee (which consent may Holders of Notes evidencing not be unreasonably withheld), but without the consent of any less than a majority of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or Outstanding Note Balance for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 no such amendment 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 or (ii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected thereby. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies)Certificateholders. It shall will not be necessary for the consent of the Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall will be sufficient if such consent shall the Noteholders approve the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders shall will be subject to such reasonable requirements as the Indenture Trustee or the Issuer, as applicable, may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Prior to the execution of any amendment pursuant to this Section 8.1, the Servicer shall provide written notification of the substance of such amendment to each Rating Agency; and promptly after the execution of any such amendment, the Servicer shall furnish a copy of such amendment to each Rating Agency, the Issuer, the Owner Trustee, the Delaware Trustee, and the Indenture Trustee; provided, that no amendment pursuant to this Section 8.1 shall be effective which materially and adversely affects the rights, protections or duties of the Indenture Trustee, the Delaware Trustee or the Owner Trustee without the prior written consent of such Person. (d) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Delaware Trustee and the Trust Collateral Agent Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect and an Officer’s Certificate of the Depositor or the Administrator that all conditions precedent to any the execution and delivery of such amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has have been deliveredsatisfied. The Owner Indenture Trustee, the Trust Collateral Agent Owner Trustee and the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which materially and adversely affects the IssuerIndenture Trustee’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Delaware Trustee’s, as applicable, own rights, privileges, indemnities, duties or immunities obligations under this Agreement Agreement, the Transaction Documents or otherwise. (e) Notwithstanding subsections (a) or (b) of this Section 8.1, this Agreement may only be amended by the Servicer if (i) the Majority Certificateholders consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Servicer or an Opinion of Counsel delivered to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders. It will not be necessary for the consent of Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Certificateholders will be subject to such reasonable requirements as the Owner Trustee may prescribe.

Amendment. (a) This Agreement may be amended from time to time by the parties hereto, with the consent mutual agreement of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 no such amendment shall (i) increase or reduce adversely affect in any manner material respect the amount of, or accelerate or delay the timing of, collections interests of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or (ii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendmentClass of Notes in any manner, without the consent of the Holders representing more than 50% of all the Voting Rights of such Class of Notes, or (ii) modify the definition of “Servicing Standard,” without the consent of the Holders of the Notes then Outstanding Notes or otherwise increase the obligations of each class affected therebythe Issuer or the Asset Entities hereunder, without the consent of the Issuer. In determining whether a proposed amendment would adversely affect any Class of Notes, the Indenture Trustee may rely conclusively on a certificate of an Executive Officer of the Issuer and an Opinion of Counsel. (b) Notwithstanding any contrary provision of this Agreement, the Indenture Trustee shall not consent to any amendment to this Agreement unless it shall first have obtained a Rating Agency Confirmation. (c) Promptly after the execution and delivery of any such amendment or consentby all parties thereto, the Trust Collateral Agent Indenture Trustee shall furnish written notification of the substance of such amendment or consent send a copy thereof to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies). . (d) It shall not be necessary for the consent of the Noteholders pursuant to under this Section 7.01 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action authorization, execution and delivery thereof by Noteholders shall be subject to such reasonable requirements regulations as the Indenture Trustee or the Issuer, as applicable, may prescribe. (ce) Prior to Each of the execution of any amendment to this Agreement, the Owner Trustee, the Indenture Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee Servicer may, but shall not be obligated to, enter into any such amendment which pursuant to this Section 7.01 that affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own its rights, duties or and immunities under this Agreement or otherwise.

Amendment. (a) This Agreement or any Custodial Agreement may be amended from time to time by the parties heretoDepositor, the Master Servicer, the Trustee and, if applicable, the Custodian with the consent of the Trustee (which consent may not be unreasonably withheld), but NIMS Insurer and without the consent of any of the NoteholdersCertificateholders, (i) to cure any ambiguity or defect, (ii) to correct correct, modify or supplement any provisions herein (including to give effect to the expectations of Certificateholders), or in any Custodial Agreement, or (iii) to make any other provisions with respect to matters or questions arising under this Agreement or in any Custodial Agreement which shall not be inconsistent with the provisions of this Agreement or such Custodial Agreement, provided that such action shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced by either (i) an Opinion of Counsel delivered to the Master Servicer and the Trustee to such effect or (ii) confirmation from the Rating Agencies that such amendment shall not result in the reduction or withdrawal of the rating of any outstanding Class of Certificates. No amendment shall be deemed to adversely affect in any material respect the interests of any Certificateholder who shall have consented thereto, and no Opinion of Counsel shall be required to address the effect of any such amendment on any such consenting Certificateholder. This Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the NIMS Insurer and the Trustee with the consent of the NIMS Insurer and the Holders of Certificates entitled to at least 66% of the Voting Rights for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Custodial Agreement or of modifying in any manner the rights of the NoteholdersSwap Provider or Holders of Certificates; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments received on Receivables or distributions that shall be Mortgage Loans which are required to be made for distributed on any Certificate without the benefit consent of the Noteholders Holder of such Certificate, (ii) adversely affect in any material respect the interests of the Swap Provider or Holders or of any Class of Certificates (as evidenced by either (i) an Opinion of Counsel delivered to the Trustee or (ii) reduce written notice to the aforesaid percentage Depositor, the Master Servicer and the Trustee from the Rating Agencies that such action shall not result in the reduction or withdrawal of the rating of any outstanding principal amount Class of Certificates with respect to which it is a Rating Agency) in a manner other than as described in (i), or (iii) modify the Notes, consents required by the Holders of which are required to consent to any such amendment, immediately preceding clauses (i) and (ii) without the consent of the Holders of all Certificates then outstanding. Notwithstanding any other provision of this Agreement, for purposes of the Outstanding Notes giving or withholding of each class affected therebyconsents pursuant to this Section 11.01, Certificates registered in the name of the Depositor or the Master Servicer or any Affiliate thereof shall be entitled to Voting Rights with respect to matters affecting such Certificates. Notwithstanding any contrary provision of this Agreement, neither the Trustee nor the NIMS Insurer shall consent to any amendment to this Agreement unless it shall have first received an Opinion of Counsel satisfactory to the NIMS Insurer to the effect that such amendment shall not result in the imposition of any tax on any Trust REMIC pursuant to the REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding. Notwithstanding any of the other provisions of this Section 11.01, none of the Depositor, the Master Servicer or the Trustee shall enter into any amendment of this Agreement that would significantly change the permitted activities of the Trust Fund without the consent of the NIMS Insurer and the Holders of Certificates that represent more than 50% of the aggregate Certificate Principal Balance of all Certificates. Notwithstanding any of the other provisions of this Section 11.01, none of the Depositor, the Master Servicer or the Trustee shall enter into any amendment to Section 3.05(c)(i), Section 4.01(e), Section 4.09 or Section 11.10 of this Agreement without the prior written consent of the Swap Provider. Promptly after the execution of any such amendment or consent, the Trust Collateral Agent Trustee shall furnish written notification of the substance a copy of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies)Certificateholder. It shall not be necessary for the consent of the Noteholders pursuant to Certificateholders under this Section 11.01 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders Certificateholders shall be subject to such reasonable requirements regulations as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution . The cost of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment be delivered pursuant to this Agreement pursuant to Section 12.1(b)11.01 shall be borne by the Person seeking the related amendment, the but in no event shall such Opinion of Counsel referred to in Section 12.2(h)(i) has been deliveredbe an expense of the Trustee. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, to enter into any such amendment which pursuant to this Section that affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own its respective rights, duties or and immunities under this Agreement or otherwise.

Amendment. (a) This These Master Sale Terms and any Sale Agreement may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority related Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this such Master Sale Terms and Sale Agreements or of modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the related Indenture Trustee, materially and adversely affect the interest of any such Noteholder. In addition, these Master Sale Terms and any Sale Agreement may also be amended from time to time by the Seller, the Interim Eligible Lender Trustee, the Eligible Lender Trustee and the Purchaser, with the consent of the Noteholders of Notes evidencing 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 these Master Sale Terms or any Sale Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, five Business Days prior thereto), the Trust Collateral Agent Eligible Lender Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee, and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies). It shall not be necessary for the consent of the 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreementthese Master Sale Terms, the Owner Trustee, the Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Sale Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, 's own rights, duties or immunities under this Agreement these Master Terms or otherwise.

Amendment. (a) This Any provision of this Agreement may be amended amended, supplemented, modified or waived in writing from time to time by the parties heretoIssuer, the Indenture Trustee, the Receivables Trust and the Servicer with the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Administrative Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority Required 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 no such amendment amendment, supplement, modification or waiver 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 which are required to be made for on any Notes without the benefit consent of the Noteholders or each Holder of Notes so affected, (ii) change the definition of or the manner of calculating the Note Balance without the consent of each Holder of Notes, (iii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of each Holder of Notes adversely affected, (iv) adversely affect in any material respect the Holders interests of all the Outstanding Notes Back-Up Servicer (including as Successor Servicer) without its prior written consent or (v) adversely affect in any material respect the interests of each class affected therebythe Indenture Trustee without its prior written consent. The Indenture Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Indenture Trustee’s rights, duties, indemnities or immunities under this Agreement, the Indenture or otherwise. (b) Promptly after the execution of any such amendment or consentamendment, the Trust Collateral Agent Issuer shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating AgenciesAgencies (if any Rating Agency then provides a rating on the Notes). . (c) Notwithstanding anything herein to the contrary, no amendment this Agreement shall be effective unless, as evidenced by an officer’s certificate of the Servicer, such amendment would not result in or cause the Receivables Trust or the Issuer to be classified as an association or publicly traded partnership taxable as a corporation. (d) It shall not be necessary for the consent of the Noteholders pursuant to under this Section 7.01 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action the execution thereof by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, Administrative Agent may prescribe. (ce) Prior to the execution of In connection with any amendment to this Agreementamendment, the Owner Trustee, the Indenture Trustee and the Trust Collateral Agent shall be entitled to receive (i) an Officer’s Certificate to the effect that the amendment complies with all requirements of this Agreement and conclusively rely upon the Indenture and that all conditions precedent thereto have been satisfied, and (ii) if any Noteholders did not consent to such amendment, an Opinion of Counsel stating (from an external law firm) from the Issuer to the effect that the execution amendment complies with all requirements of such amendment is authorized or permitted by this Agreement andand the Indenture, except that such counsel shall not be required to opine on factual matters. (f) All reasonable fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred in connection with respect to any amendment amendment, modification, waiver or supplement to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects payable by the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

Amendment. (a) This These Master Sale Terms and any Purchase Agreement may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority related Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this such Master Sale Terms and Purchase Agreements or of modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the related Indenture Trustees, materially and adversely affect the interest of any such Noteholder. In addition, these Master Sale Terms and any Purchase Agreement may also be amended from time to time by the Seller, the Interim Trustee and the Purchaser, with the consent of the Noteholders of Notes evidencing 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 these Master Sale Terms or any Purchase Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies, five Business Days prior thereto), the Trust Collateral Agent Interim Trustee shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee, and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies). It shall not be necessary for the consent of the 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreementthese Master Sale Terms, the Owner Trustee, the Interim Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Purchase Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), and the Opinion of Counsel referred to in Section 12.2(h)(i7.01(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Interim Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Interim Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

Amendment. (a) This Agreement and the terms of the Warrants may be amended from time to time by the parties heretoCompany and the Warrant Agent, without the consent of the holder of any Warrant Certificate, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective or inconsistent provision contained herein or therein or, subject to the provisions of the second paragraph of this Section 7.01, in any other manner which the Company may deem necessary or desirable and which shall not adversely affect in any material respect the interests of the holders of the Warrant Certificates. The Company and the Warrant Agent may modify this Agreement and the terms of the Warrants with the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any less than a majority in number of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or then outstanding Warrants for the purpose of adding any provisions provision to 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 such amendments require: (i) satisfaction holders of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority 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 Noteholdersoutstanding Warrants; provided, however, that no such amendment shall (i) increase modification that increases or reduce in any manner decreases the amount ofExercise Price, decreases the number of shares purchasable upon exercise of the Warrants, reduces the period of time during which the Warrants are exercisable hereunder, otherwise materially and adversely affects the exercise rights of the holders of the Warrants, reduces the percentage required for modification, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required effects any change to this Section 7.01 may be made for the benefit of the Noteholders or (ii) reduce the aforesaid percentage of the with respect to an outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, Warrant without the consent of the Holders holder of such Warrant. Any modification or amendment made in accordance with this Agreement will be conclusive and binding on all the Outstanding Notes present and future holders of each class affected therebyWarrant Certificates whether or not they have consented to such modification or amendment or waiver and whether or not notation of such modification or amendment is made upon such Warrant Certificates. Promptly after the execution Any instrument given by or on behalf of any such holder of a Warrant Certificate in connection with any consent to any modification or amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance will be conclusive and binding on all subsequent holders of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies). It shall not be necessary for the consent of the 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribeWarrant Certificate. (c) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

Amendment. (a) This Agreement These Master Terms, any Purchase Agreement, any ▇▇▇▇ of Sale and any document or instrument delivered in accordance herewith or therewith may be amended from time to time by the parties hereto, with thereto without the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to 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 such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority related Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the related document or of this modifying in any manner the rights of such Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the Indenture Trustee, materially and adversely affect the interest of any such Noteholder. These Master Terms, any Purchase Agreement and any document or instrument delivered in accordance herewith or therewith may also be amended from time to time by SLM ECFC, the Interim Eligible Lender Trustee and Funding, with the consent of the Noteholders of Notes evidencing 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 in the related document or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (ia) increase or reduce in any manner the amount of, or accelerate or delay the timing time of, collections of payments on Receivables with respect to Purchased Loans or distributions that shall be required to be made for the benefit of the Noteholders or (iib) reduce the aforesaid percentage of the outstanding principal amount Outstanding Amount of the Notes, the Holders Noteholders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected therebyoutstanding Noteholders. Promptly after the execution of any such amendment or consentconsent (or, in the case of the Rating Agencies then rating the Notes, five Business Days prior thereto), the Trust Collateral Agent Interim Eligible Lender Trustee shall furnish written notification (such notice to be prepared by the Administrator) of the substance of such amendment or consent to the Indenture Trustee and each Noteholder and the Seller (who shall deliver such notification to of the Rating Agencies)Agencies then rating the Notes. It shall not be necessary for the consent of the Noteholders pursuant to this Section 17 to approve the particular form of any 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 Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe. (c) Prior to the execution of any amendment to this Agreementthese Master Terms, the Owner Trustee, the Interim Eligible Lender Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), these Master Terms and the Opinion of Counsel referred to in Section 12.2(h)(i7.1(i)(i) has been deliveredof the Administration Agreement. The Owner Trustee, the Trust Collateral Agent and the Interim Eligible Lender Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Interim Eligible Lender Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement these Master Terms or otherwise.